0001125282-06-006060 Sample Contracts

LEAF EQUIPMENT LEASING INCOME FUND III, L.P. DEALER-MANAGER AGREEMENT WITH CHADWICK SECURITIES, INC.
Selling Dealer Agreement • October 2nd, 2006 • LEAF Equipment Leasing Income Fund III, L.P. • Pennsylvania

The undersigned, LEAF Asset Management, LLC (the “General Partner”), and LEAF Equipment Leasing Income Fund III, L.P. (the “Partnership”), confirm their agreement with you, as Dealer-Manager, as set forth below.

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FORM OF ORIGINATION AND SERVICING AGREEMENT
Origination and Servicing Agreement • October 2nd, 2006 • LEAF Equipment Leasing Income Fund III, L.P. • Pennsylvania

ORIGINATION AND SERVICING AGREEMENT, dated as of the __ day of __________, 200___ (the “Agreement”) by and between LEAF EQUIPMENT LEASING INCOME FUND III, L.P. (“LEAF III”), a Delaware limited partnership, 1818 Market Street, 9th Floor, Philadelphia, PA 19103, LEAF FINANCIAL CORPORATION (“LEAF Financial”), a Delaware corporation, 1818 Market Street, 9th Floor, Philadelphia, PA 19103 [110 S. Poplar Street, Suite 101, Wilmington, DE 19801], and LEAF FUNDING, INC. (“LEAF Funding”), a Delaware corporation, 1818 Market Street, 9th Floor, Philadelphia, PA 19103.

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