0000083402-07-000012 Sample Contracts

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MORGAN STANLEY BANK
Fee Letter • February 5th, 2007 • Resource America Inc • Investors, nec

This fee letter is the fee letter referred to in Section 2.08(a) of the RLSA and sets forth the understanding of the parties hereto with respect to certain fees that are payable by the Borrower in connection with the financing provided by the Lenders pursuant to the RLSA.

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 5th, 2007 • Resource America Inc • Investors, nec • New York

THIS FIRST AMENDMENT TO THE PURCHASE AND SALE AGREEMENT, dated as December 21, 2006 (this “Amendment”), is entered into by LEAF Funding, Inc., a Delaware corporation (“LEAF”) and Resource Capital Funding II, LLC, a Delaware limited liability company (the “Purchaser”).

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • February 5th, 2007 • Resource America Inc • Investors, nec • New York
FIRST AMENDMENT TO RECEIVABLES LOAN AND SECURITY AGREEMENT
Receivables Loan and Security Agreement • February 5th, 2007 • Resource America Inc • Investors, nec • New York

THIS FIRST AMENDMENT TO THE RECEIVABLES LOAN AND SECURITY AGREEMENT, dated as December 21, 2006 (this “Amendment”), is entered into by RESOURCE CAPITAL FUNDING II, LLC, (the “Borrower”), LEAF FINANCIAL CORPORATION (“LEAF Financial” or the “initial Servicer”) as the Servicer and MORGAN STANLEY BANK (“Morgan Stanley”) as a Lender.

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 5th, 2007 • Resource America Inc • Investors, nec • Pennsylvania

This SECOND AMENDMENT TO CREDIT AGREEMENT (the “Second Amendment”) dated December __, 2006, is by and among LEAF FINANCIAL CORPORATION, a Delaware corporation (“LEAF Financial”), and LEAF FUNDING, INC., a Delaware corporation (“LEAF Funding” and together with LEAF Financial, each individually a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”), the various financial institutions and other Persons parties hereto (the “Lenders”), and National City Bank, as administrative agent and collateral agent for the Lenders (in such capacity, the “Agent”).

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