Exhibit 10.18









November 19, 2013







LEAF Fund II, LLC


Lease Equity Appreciation Fund II, L.P.


LEAF Financial Corporation


LEAF Funding, Inc.


Resource America, Inc.


110 South Poplar Street, Suite 101


Wilmington, Delaware 19801








	Re:	LEAF Fund II, LLC -- Confirmation of Payoff/Termination





 


Ladies and Gentlemen:


 


Reference is made to that certain Loan Agreement dated as of June 1, 2005, as amended (the “Loan Agreement”), among Portigon AG, as successor to WestLB AG, New York Branch (the “Lender”); U.S. Bank National Association, as collateral agent and securities intermediary (“U.S. Bank”); LEAF Fund II, LLC, as Borrower (the “Borrower”); Lease Equity Appreciation Fund II, L.P. (“Seller”), LEAF Financial Corporation (“Servicer”), LEAF Funding, Inc. (“Originator”), and Resource America, Inc. (“RAI”).  Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in Appendix A to the Loan Agreement.


 


On the Payment Date occurring on November 21, 2013 (the “Payoff Date”), the Collection Account will contain an amount of money that exceeds the amounts required to repay the Total Outstanding Advances, plus all accrued and unpaid interest thereon, plus all other Secured Obligations then accrued, plus any other amounts outstanding pursuant to the Loan Agreement and other Loan Documents, in full.  Upon all payments being distributed in accordance with Section 3.03 of the Loan Agreement on the Payoff Date, (i) Borrower, Seller, Servicer, Originator and RAI are released of all of their respective obligations under the Loan Agreement and the other Loan Documents, (ii) all of the security interests in, and liens on, the Collateral are terminated and released and the Collateral is released from all liens and security interests under the Loan Agreement and the other Loan Documents, and (iii) the Lender authorizes the filing of, and to execute (if necessary) and deliver, any and all Uniform Commercial Code financing statement terminations and such other lien release documents as Borrower shall reasonably request in order to evidence or otherwise give public notice of such collateral terminations and releases, and (iv) none of the Borrower, the Servicer, the Originator, the Seller or RAI shall have any further obligations or liabilities under any Loan Document and each Loan Document shall be terminated.








This confirmation may be signed by each of the parties hereto in counterparts.  Delivery of a photocopy or facsimile of an executed counterpart of this confirmation shall be effective as delivery of a manually executed original counterpart of this confirmation.


 


	
 

	
Very truly yours,

	
	
 

	
 

	
 

	
	
 

	
PORTIGON AG,

	
	
 

	
as Lender

	
	 			
	
 

	
By:

	
/s/ Gerald Barrett

	
	
 

	
 

	
Name: Gerald Barrett

	
	
 

	
 

	
Title: Executive Director

	
	 			
	
 

	
By:

	
/s/ Alberto Zonca

	
	
 

	
 

	
Name: Alberto Zonca

	
	
 

	
 

	
Title: Director

	
	
 

	
 

	
 

	
	
 

	
Acknowledged and Agreed:

	
	
 

	
 

	
 

	
	
 

	
LEAF FUND II, LLC,

	
	
 

	
as Borrower

	
	 			
	
 

	
By:

	
/s/ Thomas Elliott

	
	
 

	
 

	
Name: Thomas Elliott

	
	
 

	
 

	
Title: Vice President

	
	 		
	
 

	
LEASE EQUITY APPRECIATION FUND II, L.P.,

	
	
 

	
 

	
 

	
	 	By: 	LEAF Financial Corporation,	
	 		
as general partner

	
	 			
	
 

	
By:

	
/s/ Robert K. Moskovitz

	
	
 

	
 

	
Name: Robert K. Moskovitz

	
	
 

	
 

	
Title: CFO

	
	
 

	
 

	
 

	
	
 

	
LEAF FUNDING, INC.,

	
	
 

	
as Originator

	
	 			
	
 

	
By:

	
/s/ Robert K. Moskovitz

	
	
 

	
 

	
Name: Robert K. Moskovitz

	
	
 

	
 

	
Title: CFO

	














	
 

	
LEAF FINANCIAL CORPORATION,

	
	
 

	
as Servicer

	
	 			
	
 

	
By:

	
/s/ Robert K. Moskovitz

	
	
 

	
 

	
Name: Robert K. Moskovitz

	
	
 

	
 

	
Title: CFO

	
	 		
	
 

	
RESOURCE AMERICA, INC.

	
	 			
	
 

	
By:

	
/s/ Thomas Elliott

	
	
 

	
 

	
Name: Thomas Elliott

	
	
 

	
 

	
Title: CFO

	



 


[SIGNATURES CONTINUED ON FOLLOWING PAGE]








	
 

	
U.S. BANK NATIONAL ASSOCIATION,

	
	
 

	
as Collateral Agent and Securities Intermediary

	
	 			
	
 

	
By:

	
/s/ John L. Linssen

	
	
 

	
 

	
Name: John L. Linssen

	
	
 

	
 

	
Title: Vice President