0000083402-08-000025 Sample Contracts

AMENDMENT AGREEMENT NO. 2
Agreement • April 28th, 2008 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • New York

AMENDMENT AGREEMENT NO. 2, dated as of April 22, 2008 (this “Agreement”), among LEAF III A SPE, LLC, a Delaware limited liability company (“Borrower”), LEAF FINANCIAL CORPORATION, a Delaware corporation (“LEAF Financial”), as servicer (in such capacity, together with its successors and assigns, the “Servicer”), LEAF FUNDING, INC., a Delaware corporation (“LEAF Funding”), LEAF EQUIPMENT LEASING INCOME FUND III, L.P., a Delaware limited partnership (“LEAF III”), the Required Lenders and MERRILL LYNCH BANK USA, a Utah industrial bank (“MLBUSA”), as administrative agent (together with its permitted successors in such capacity, the “Administrative Agent”).

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MEMBERSHIP INTEREST PURCHASE AGREEMENT
Membership Interest Purchase Agreement • April 28th, 2008 • LEAF Equipment Leasing Income Fund III, L.P. • Services-miscellaneous equipment rental & leasing • Delaware

THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made as of this 22nd day of April, 2008, by and between LEAF Funding, Inc., a Delaware corporation (“Seller”), and LEAF Equipment Leasing Income Fund III, L.P., a Delaware limited partnership (“Buyer”).

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