Lease Equity Appreciation Fund I Lp Sample Contracts

Lease Equity Appreciation Fund I Lp – AMENDMENT NO. 9 TO LOAN AGREEMENT (August 13th, 2012)

This AMENDMENT NO. 9 TO LOAN AGREEMENT (this “Amendment”), dated as of June 29, 2012 (the “Effective Date”), is entered into among WESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Collateral Agent” and “Securities Intermediary”), LEASE EQUITY APPRECIATION FUND I, L.P., a Delaware limited partnership (“LEAF” or the “Seller”), LEAF FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), LEAF FUNDING, INC., a Delaware corporation (the “Originator”), LEAF FUND I, LLC, a Delaware limited liability company (the “Borrower”), and RESOURCE AMERICA, INC., a Delaware corporation, and the parent of the Servicer and the Originator (“Resource”).

Lease Equity Appreciation Fund I Lp – AMENDMENT No. 8 TO SECURED LOAN AGREEMENT (March 26th, 2009)

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”), dated as of March 6, 2009, among WESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Collateral Agent” and “Securities Intermediary”), LEASE EQUITY APPRECIATION FUND I, L.P., a Delaware limited partnership (“LEAF” or the “Seller”), LEAF FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), LEAF FUNDING, INC., a Delaware corporation (the “Originator”) and LEAF FUND I, LLC, a Delaware limited liability company (the “Borrower”).

Lease Equity Appreciation Fund I Lp – AMENDMENT No. 7 TO SECURED LOAN AGREEMENT (August 14th, 2008)

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of June 1, 2008 among WESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Collateral Agent” and “Securities Intermediary”), LEASE EQUITY APPRECIATION FUND I, L.P., a Delaware limited partnership (“LEAF” or the “Seller”), LEAF FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), LEAF FUNDING INC., a Delaware corporation (the “Originator”) and LEAF FUND I, LLC, a Delaware limited liability company (the “Borrower”).

Lease Equity Appreciation Fund I Lp – AMENDMENT No. 5 TO SECURED LOAN AGREEMENT (March 31st, 2008)

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of December 21, 2007 among WESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Collateral Agent” and “Securities Intermediary”), LEASE EQUITY APPRECIATION FUND I, L.P., a Delaware limited partnership (“LEAF” or the “Seller”), LEAF FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), LEAF FUNDING INC., a Delaware corporation (the “Originator”) and LEAF FUND I, LLC, a Delaware limited liability company (the “Borrower”).

Lease Equity Appreciation Fund I Lp – AMENDMENT No. 4 TO SECURED LOAN AGREEMENT (May 15th, 2007)

AMENDMENT TO SECURED LOAN AGREEMENT (this “Amendment”) dated as of March 30, 2007 among WESTLB AG, NEW YORK BRANCH (the “Lender”), U.S. BANK NATIONAL ASSOCIATION, a national banking association (the “Collateral Agent” and “Securities Intermediary), LEASE EQUITY APPRECIATION FUND I, L.P., a Delaware limited partnership (“LEAF” or the “Seller”), LEAF FINANCIAL CORPORATION, a Delaware corporation (the “Servicer”), LEAF FUNDING INC., a Delaware corporation (the “Originator”) and LEAF FUND I, LLC, a Delaware limited liability company (the “Borrower”).

Lease Equity Appreciation Fund I Lp – AMENDMENT NO. 3 TO SECURED LOAN AGREEMENT (August 14th, 2006)

THIS AMENDMENT NO. 3, dated as June 28 2006 (the “Amendment”), to the Secured Loan Agreement, dated as of December 31, 2004, as previously amended (the “Loan Agreement”), between LEAF Fund I, LLC, as borrower (“Borrower”), LEAF Funding, Inc., as originator (“Originator”), Lease Equity Appreciation Fund I, L.P., as seller (“LEAF”), LEAF Financial Corporation, as servicer (“Servicer”), U.S. Bank National Association, as collateral agent and securities intermediary, and WestLB AG, New York Branch, as lender (“Lender”), is being entered into by Borrower, LEAF, Servicer and Lender.

Lease Equity Appreciation Fund I Lp – FIRST AMENDMENT TO SECURED LOAN AGREEMENT (March 30th, 2006)

This First Amendment (this “Amendment”) to the Secured Loan Agreement referenced below is entered into as of December __, 2005, among Leaf Fund I, LLC, a Delaware limited liability company, as Borrower (the “Borrower”), Leaf Funding, Inc., a Delaware corporation, as Originator (the “Originator”), Lease Equity Appreciation Fund I, 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”).

Lease Equity Appreciation Fund I Lp – REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (March 31st, 2005)

REVOLVING CREDIT AGREEMENT AND ASSIGNMENT DATED AS OF MAY 27, 2004 AMONG LEASE EQUITY APPRECIATION FUND I, L.P., AS DEBTOR, LEAF FINANCIAL CORPORATION, AS SERVICER, AND SOVEREIGN BANK, AS SECURED PARTY TABLE OF CONTENTS The Loans..................................................................... 1 Security Interest and Assignment.............................................. 5 Indebtedness Secured.......................................................... 7 Representations and Warranties of Debtor...................................... 8 Eligibility Requirements......................................................12 Covenants of Debtor...........................................................14 Agreement to Indemnify............................................

Lease Equity Appreciation Fund I Lp – SECURED LOAN AGREEMENT (March 31st, 2005)

EXECUTION COPY SECURED LOAN AGREEMENT DATED AS OF DECEMBER 31, 2004 LEAF FUND I, LLC AS BORROWER LEAF FUNDING, INC. AS ORIGINATOR LEASE EQUITY APPRECIATION FUND I, L.P. AS SELLER LEAF FINANCIAL CORPORATION AS SERVICER U.S. BANK NATIONAL ASSOCIATION, AS COLLATERAL AGENT AND SECURITIES INTERMEDIARY AND WESTLB AG, NEW YORK BRANCH AS LENDER TABLE OF CONTENTS

Lease Equity Appreciation Fund I Lp – REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (August 13th, 2004)

REVOLVING CREDIT AGREEMENT AND ASSIGNMENT DATED AS OF MAY 27, 2004 AMONG LEASE EQUITY APPRECIATION FUND I, L.P., AS DEBTOR, LEAF FINANCIAL CORPORATION, AS SERVICER, AND SOVEREIGN BANK, AS SECURED PARTY TABLE OF CONTENTS The Loans.....................................................................1 Security Interest and Assignment..............................................5 Indebtedness Secured..........................................................7 Representations and Warranties of Debtor......................................8 Eligibility Requirements.....................................................12 Covenants of Debtor..........................................................14 Agreement to Indemnify...................................

Lease Equity Appreciation Fund I Lp – CREDIT AGREEMENT AND ASSIGNMENT (January 13th, 2004)

THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT THIS THIRD AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (this "Third Amendment") made as of September 29, 2003, by and among LEAF FINANCIAL CORPORATION, a Delaware corporation with offices at 1845 Walnut Street, 10th Floor, Philadelphia, Pennsylvania 19103 ("Leaf Financial"), LEASE EQUITY APPRECIATION FUND I, L.P., a Delaware limited partnership with offices at 49 Bancroft Mills, Unit P-15, Wilmington, Delaware 19809 ("Leaf I"), LEAF FUNDING, INC., a Delaware corporation with offices at 110 S. Poplar Street, Suite 101, Wilmington, Delaware 19801 ("Leaf Funding, Inc.", and together with Leaf Financial and Leaf I, "Debtors") and NATIONAL CITY BANK, a national banking association with offices at One South Broad, 13th Floor, Philadelphia, Pennsylvania 19107 ("Secured Party"). BACKGROUND A. On June 11, 2002, Leaf

Lease Equity Appreciation Fund I Lp – THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (January 13th, 2004)

FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT THIS FOURTH AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (this "Fourth Amendment") made as of December 19, 2003, by and among LEAF FINANCIAL CORPORATION, a Delaware corporation with offices at 1845 Walnut Street, 10th Floor, Philadelphia, Pennsylvania 19103 ("Leaf Financial"), LEASE EQUITY APPRECIATION FUND I, L.P., a Delaware limited partnership with offices at 49 Bancroft Mills, Unit P-15, Wilmington, Delaware 19809 ("Leaf I"), LEAF FUNDING, INC., a Delaware corporation with offices at 110 S. Poplar Street, Suite 101, Wilmington, Delaware 19801 ("Leaf Funding, Inc.", and together with Leaf Financial and Leaf I, each a "Debtor" and, collectively, the "Debtors") and NATIONAL CITY BANK, a national banking association with offices at One South Broad, 13th Floor, Philadelphia, Pennsylvania 19107 ("Secured Party"). BACKGR

Lease Equity Appreciation Fund I Lp – MASTER LOAN AND SECURITY AGREEMENT (January 13th, 2004)

MASTER LOAN AND SECURITY AGREEMENT THIS MASTER LOAN AND SECURITY AGREEMENT (this "Agreement"), dated as of November 26, 2003, is entered into by and between LEASE EQUITY APPRECIATION FUND I, L.P., a Delaware limited partnership, with principal offices at 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103 ("Borrower"), and OFC CAPITAL, a division of ALFA Financial Corporation, an Alabama corporation, with principal offices at 576 Colonial Park Drive, Suite 200 Roswell, Georgia 30075 ("Lender"). W I T N E S S E T H: WHEREAS, Borrower is in the business, among other things, of leasing and financing the acquisition of various types of equipment and other personal property and, in connection therewith, acquires from LEAF Funding, Inc. (the "Originator") equipment leases and loan transactions with commercial users (each, a "Transaction" and, collectively, the "Transactions"); and WHEREAS, Borrower may,

Lease Equity Appreciation Fund I Lp – CREDIT AGREEMENT AND ASSIGNMENT (January 13th, 2004)

FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT THIS FIRST AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (this "First Amendment") made as of December 19, 2003, by and among LEAF FINANCIAL CORPORATION ("Leaf Financial"), a Delaware corporation with offices at 1845 Walnut Street, 10th Floor, Philadelphia, Pennsylvania 19103, LEASE EQUITY APPRECIATION FUND I, L.P. ("Leaf I"), a Delaware limited partnership with offices at 49 Bancroft Mills, Unit P-15, Wilmington, Delaware 19809, LEAF FUNDING, INC. ("Leaf Funding"), a Delaware corporation with offices at 110 S. Poplar Street, Suite 101, Wilmington, Delaware 19801 (Leaf Financial, Leaf I and Leaf Funding, each a "Borrower" and, collectively, the "Borrowers") and COMMERCE BANK, NATIONAL ASSOCIATION, a national banking association with offices at 1701 Route 70 East, Cherry Hill, New Jersey 08034 ("Secured Party"). BACKGROUN

Lease Equity Appreciation Fund I Lp – MASTER PROGRAM AGREEMENT (November 10th, 2003)

MASTER PROGRAM AGREEMENT AMONG LEASE EQUITY APPRECIATION FUND I, LP ("ASSIGNOR") AND Information Leasing Corporation ("ASSIGNEE") AND LEAF FINANCIAL CORPORATION ("SERVICER") This MASTER PROGRAM AGREEMENT ("Agreement"), with an effective date of September 29, 2003, is entered into by and between Lease Equity Appreciation Fund I, LP, a Delaware limited partnership having a place of business at 49 Bancroft Mills, Unit P 15, Wilmington, DE 19809 ("Assignor"), and Information Leasing Corporation, an Ohio corporation having its principal place of business at 995 Dalton Avenue, Cincinnati, Ohio 45203 ("Assignee") and LEAF Financial Corporation, a Delaware corporation having its principal place of business at 1845 Walnut Street, Suite 1000, Philadelphia, Pennsylvania 19103 ("Servicer").

Lease Equity Appreciation Fund I Lp – AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (September 19th, 2003)

AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT THIS AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (this "Amendment") made as of March 28, 2003, by and among LEAF FINANCIAL CORPORATION, a Delaware corporation with offices at 1845 Walnut Street, 10th Floor, Philadelphia, Pennsylvania 19103 ("Leaf Financial"), LEASE EQUITY APPRECIATION FUND I, L.P., a Delaware limited partnership with offices at 49 Bancroft Mills, Unit P-15, Wilmington, Delaware 19809 ("Leaf I"), LEAF FUNDING, LLC, a Delaware limited liability company with offices at 110 S. Poplar Street, Suite 101, Wilmington, Delaware 19801 ("Leaf Funding") (each a "Debtor" and together, the "Debtors") and NATIONAL CITY BANK, a national banking association with offices at One South Broad, 13th Floor, Philadelphia, Pennsylvania 19107 ("Secured Party"). BACKGROUND ---------- A. On June 11, 2002, Leaf Financial and

Lease Equity Appreciation Fund I Lp – ORIGINATION & SERVICING AGREEMENT (September 19th, 2003)

ORIGINATION & SERVICING AGREEMENT --------------------------------- ORIGINATION & SERVICING AGREEMENT, dated as of the 4th day of April, 2003 (the "Agreement") by and between LEASE EQUITY APPRECIATION FUND I, L.P. ("LEAF Fund I"), a Delaware limited partnership having its principal place of business at 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103, LEAF FINANCIAL CORPORATION, INC. ("LEAF Financial"), a Delaware corporation having its principal place of business at 1845 Walnut Street, 10th Floor, Philadelphia, PA 19103 and LEAF FUNDING, INC. ("LEAF Funding"), a Delaware corporation having its principal place of business at 110 S. Poplar Street, Suite 101, Wilmington, DE 19809. WHEREAS, LEAF Fund is engaged in the business acquiring a diversified portfolio of equipment that it leases to third parties ("Equipment Leases"); WHEREAS, LEAF Fund I desires to retain LEAF Funding (the "Originator") as orig

Lease Equity Appreciation Fund I Lp – REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (September 19th, 2003)

================================================================================ REVOLVING CREDIT AGREEMENT AND ASSIGNMENT Dated as of June 11, 2002 by and between LEAF FINANCIAL CORPORATION and NATIONAL CITY BANK ================================================================================ TABLE OF CONTENTS 1. The Loans............................................... 1 --------- 2. Security Interest and Assignment........................ 3 -------------------------------- 3. Indebtedness Secured.................................... 5 -------------------- 4. Representations and Warranties of Debtor................ 5

Lease Equity Appreciation Fund I Lp – SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT (September 19th, 2003)

SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT THIS SECOND AMENDMENT TO REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (this "Second Amendment") made as of April 1, 2003, by and among LEAF FINANCIAL CORPORATION, a Delaware corporation with offices at 1845 Walnut Street, 10th Floor, Philadelphia, Pennsylvania 19103 ("Leaf Financial"), LEASE EQUITY APPRECIATION FUND I, L.P., a Delaware limited partnership with offices at 49 Bancroft Mills, Unit P-15, Wilmington, Delaware 19809 ("Leaf I"), LEAF FUNDING, LLC, a Delaware limited liability company with offices at 110 S. Poplar Street, Suite 101, Wilmington, Delaware 19801 ("Leaf Funding, LLC"), LEAF FUNDING, INC., a Delaware corporation with offices at 110 S. Poplar Street, Suite 101, Wilmington, Delaware 19801 ("Leaf Funding, Inc.") and NATIONAL CITY BANK, a national banking association with offices at One South Broad, 13th Floor, Philadelphia, Pennsylvania 19107 ("Secured Par

Lease Equity Appreciation Fund I Lp – REVOLVING CREDIT AGREEMENT AND ASSIGNMENT (September 19th, 2003)

REVOLVING CREDIT AGREEMENT AND ASSIGNMENT Dated as of May 28, 2003 by and between LEAF FINANCIAL CORPORATION, LEASE EQUITY APPRECIATION FUND I, L.P., LEAF FUNDING, INC. and COMMERCE BANK, NATIONAL ASSOCIATION Table of Contents Page 1. The Loans................................................................2 -- ---------- 2. Security Interest and Assignment.........................................6 -- --------------------------------- 3. Indebtedness Secured.....................................................7 -- --------------------- 4. Representations and Warranties of Borrower...............................8 --

Lease Equity Appreciation Fund I Lp – DEALER-MANAGER AGREEMENT (August 7th, 2002)

Exhibit 1.1 ----------- DEALER-MANAGER AGREEMENT (Best Efforts) _______ , 2002 Anthem Securities, Inc. 1845 Walnut Street, Suite 1000 Philadelphia, Pennsylvania 15103 Gentlemen: The undersigned, LEAF Asset Management, Inc. (the "General Partner"), on behalf of Lease Equity Appreciation Fund I, L.P. (the "Partnership"), confirms its agreement with you, as dealer-manager, as follows: 1. Description of Units. The Partnership proposes to issue and sell the units in the Partnership (the "Units") at a price of $100 per Unit subject to the discounts set forth in Section 4(c) of this Agreement for certain investors. Except as provided in Section 4(f) relating to the Separate Escrow Account, as such term is defined therein, the proceeds of any sales

Lease Equity Appreciation Fund I Lp – DEALER-MANAGER AGREEMENT (July 18th, 2002)

Exhibit 1.1 ----------- DEALER-MANAGER AGREEMENT (Best Efforts) _______ , 2002 Anthem Securities, Inc. P.O. Box 926 Coraopolis, Pennsylvania 15108-0926 Gentlemen: The undersigned, LEAF Asset Management, Inc. (the "General Partner"), on behalf of Lease Equity Appreciation Fund I, L.P. (the "Partnership"), confirms its agreement with you, as dealer-manager, as follows: 1. Description of Units. The Partnership proposes to issue and sell the units in the Partnership (the "Units") at a price of $100 per Unit subject to the discounts set forth in Section 4(c) of this Agreement for certain investors. Except as provided in Section 4(f) relating to the Separate Escrow Account, as such term is defined therein, the proceeds of any sales of the Unit

Lease Equity Appreciation Fund I Lp – LEASE EQUITY APPRECIATION FUND I, L.P. (June 7th, 2002)

Exhibit 4.1 Investor Acknowledgement Letter Sent After Escrow Break LEASE EQUITY APPRECIATION FUND I, L.P. 49 Bancroft Mills, Unit P-15 Wilmington, DE 19806 (302) 658-5600 Date Name of Investor Address City, State, Zip Re: Lease Equity Appreciation Fund I, L.P. ("The Program") Dear (Name of Investor): Welcome! The Program has accepted your subscription for XX units in the amount of $XX,XXX on (Date). A copy of your executed subscription agreement is enclosed for your files. Your monthly cash distributions will be sent to the designee stated on your subscription agreement. [If the use of distributions to purchase additional units during the offering period option was chosen: However, during the remainder of the offering period we will follow the instructions on your subscription agreement and your

Lease Equity Appreciation Fund I Lp – Re: Lease Equity Appreciation Fund I, L.P. Form S-1 (June 7th, 2002)

Exhibit 8.1 June 6, 2002 LEAF Asset Management, Inc. Lease Equity Appreciation Fund I, L.P. 1845 Walnut Street, 10th Floor Philadelphia, PA 19103 Re: Lease Equity Appreciation Fund I, L.P. Form S-1 Ladies and Gentlemen: We have acted as counsel to Lease Equity Appreciation Fund I, L.P. ("the Partnership") in connection with the Registration Statement on Form S-1, Registration No. 333-84730 (the "Registration Statement") relating to the offer and sale (the "Offering") of up to 500,000 units of limited partnership interest in the Partnership (the "Units"). In connection therewith, we prepared the discussion set forth under the caption "Federal Income Tax Considerations" (the "Discussion") in the Registration Statement. The Discussion, subject to the qualifications stated therein, constitutes our opinion as to the material United States federal income tax consequences for

Lease Equity Appreciation Fund I Lp – DEALER-MANAGER AGREEMENT (June 7th, 2002)

Exhibit 1.1 ----------- DEALER-MANAGER AGREEMENT (Best Efforts) _______ , 2002 Anthem Securities, Inc. P.O. Box 926 Coraopolis, Pennsylvania 15108-0926 Gentlemen: The undersigned, LEAF Asset Management, Inc. (the "General Partner"), on behalf of Lease Equity Appreciation Fund I, L.P. (the "Partnership"), confirms its agreement with you, as dealer-manager, as follows: 1. Description of Units. The Partnership proposes to issue and sell the units in the Partnership (the "Units") at a price of $100 per Unit subject to the discounts set forth in Section 4(c) of this Agreement for certain investors. Except as provided in Section 4(f) relating to the Separate Escrow Account, as such term is defined therein, the proceeds of any sales of the Units

Lease Equity Appreciation Fund I Lp – LEASE EQUITY APPRECIATION FUND I, L.P. (June 7th, 2002)

Exhibit 3.2 STATE of DELAWARE CERTIFICATE of LIMITED PARTNERSHIP Of LEASE EQUITY APPRECIATION FUND I, L.P. / / THE UNDERSIGNED, desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, do hereby certify as follows: / / FIRST: The name of the limited partnership is: Lease Equity Appreciation Fund I, L.P. / / SECOND: The name and address of the Registered Agent is: Andrew Lubin, 49 Bancroft Mills, Unit P15, New Castle County, Wilmington, DE 19806. / / THIRD: The name and mailing address of each general partner is as follows: LEAF Partnership Management, Inc. / / IN WITNESS WHEREOF, the undersigned has executed this Certificate of Limited Partnership of Lease Equity Appreciation Fund I, L.P. as of Janu

Lease Equity Appreciation Fund I Lp – SELLING DEALER AGREEMENT (June 7th, 2002)

Exhibit 99.2 SELLING DEALER AGREEMENT WITH ANTHEM SECURITIES, INC. TO: RE: LEASE EQUITY APPRECIATION FUND I, L.P. Ladies and Gentlemen: Lease Equity Appreciation Fund I, L.P. (the "Partnership") is offering units of limited partnership interest (the "Units"). The Units and the offering are described in the enclosed Prospectus dated o , 2002 (the "Prospectus"). Prospectuses relating to the Units have been furnished to you with this Agreement. Our firm, Anthem Securities, Inc. (the "Dealer-Manager"), has entered into a Dealer-Manager Agreement with the Partnership for sales of the Units, a copy of which has been furnished to you and is incorporated in this Agreement by this reference. Pursuant to the Dealer-Manager Agreement, the Dealer-Manager has been authorized to select certain members (the "Selling Dealers") in good standing of the National As

Lease Equity Appreciation Fund I Lp – DEALER-MANAGER AGREEMENT (March 21st, 2002)

DEALER-MANAGER AGREEMENT (Best Efforts) , 2002 --------------------------- Anthem Securities, Inc. P.O. Box 926 Coraopolis, Pennsylvania 15108-0926 Gentlemen: The undersigned, LEAF Asset Management, Inc. (the "General Partner"), on behalf of Lease Equity Appreciation Fund I, L.P. (the "Partnership"), confirms their agreement with you, as dealer-manager, as follows: 1. Description of Units. The Partnership proposes to issue and sell the units in the Partnership (the "Units") at a price of $100 per Unit subject to the discounts set forth in Section 4(c) of this Agreement for certain investors. Except as provided in Section 4(f) relating to the Pennsylvania Escrow Account, as such term is defined therein, the proceeds of any sales of the Units will be held in an escrow account (the "Escrow Account") pursuant to an escrow agreem

Lease Equity Appreciation Fund I Lp – SELLING DEALER AGREEMENT (March 21st, 2002)

SELLING DEALER AGREEMENT WITH ANTHEM SECURITIES, INC. TO: _______________________________________________________ RE: LEASE EQUITY APPRECIATION FUND I, L.P. Ladies and Gentlemen: Lease Equity Appreciation Fund I, L.P. (the "Partnership") is offering units of limited partnership interest (the "Units"). The Units and the offering are described in the enclosed Prospectus dated ____________________, 2002 (the "Prospectus"). Prospectuses relating to the Units have been furnished to you with this Agreement. Our firm, Anthem Securities, Inc. (the "Dealer-Manager"), has entered into a Dealer-Manager Agreement with the Partnership for sales of the Units, a copy of which has been furnished to you and is incorporated in this Agreement by this reference. Pursuant to the Dealer-Manager Agreement, the Dealer-Manager has been authorized to select certain members (the "Selling Dealers") in good standing of