0001169083-06-000005 Sample Contracts

SECOND AMENDMENT TO SECURED LOAN AGREEMENT
Secured Loan Agreement • August 14th, 2006 • Lease Equity Appreciation Fund II, L.P. • Services-miscellaneous equipment rental & leasing

This Second Amendment (this “Amendment”) to the Secured Loan Agreement referenced below is entered into as of June 29, 2006, among Leaf Fund II, LLC, a Delaware limited liability company, as Borrower (the “Borrower”), Leaf Funding, Inc., a Delaware corporation, as Originator (the “Originator”), Lease Equity Appreciation Fund II, L.P., a Delaware limited partnership, as Seller (the “Seller”), Leaf Financial Corporation, a Delaware corporation, as Servicer (the “Servicer”), U.S. Bank National Association, a national banking association, as Collateral Agent (in such capacity, the “Collateral Agent”) and as Securities Intermediary (in such capacity, the “Securities Intermediary”) and WestLB AG, New York Branch, as Lender (the “Lender”).

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