ex10_1bsecondamdcommerce.htm


     

    
      

      

    

     

    Exhibit
      10.1(b)

     

    SECOND
      AMENDMENT TO LOAN AND SECURITY AGREEMENT

     

     

    This
      SECOND AMENDMENT AND JOINDER TO LOAN AND SECURITY AGREEMENT (“Amendment”) is
      dated November 15, 2007 among Resource
      America, Inc., a Delaware corporation (“Borrower”), Commerce
      Bank, N.A., a national banking association, in
      its capacity as agent ("Agent"), Commerce
      Bank, N.A., a national banking association, in
      its capacity as issuing bank ("Issuing Bank") and each of the financial
      institutions which are now or hereafter identified as Lenders on Schedule A
      (as
      such Schedule may be amended, modified or replaced from time to time) attached
      to the Loan Agreement (as defined below), (each such  financial
      institution, individually each being a "Lender" and collectively all being
      "Lenders").

     

    BACKGROUND

     

    A.           Pursuant
      to the terms of a certain Loan and Security Agreement dated May 24, 2007 among
      Borrower, Agent and Lenders (as the same has been or may be supplemented,
      restated, superseded, amended or replaced from time to time, the “Loan
      Agreement”), Lenders made available to Borrower, inter alia, a revolving
      line of credit not to exceed Seventy Five Million Dollars ($75,000,000) (the
      “Loans”).  All capitalized terms used herein without further
      definition shall have the respective meaning set forth in the Loan Agreement
      and
      all other Loan Documents.

     

    B.           The
      Loans are secured by, interalia, continuing perfected security
      interests in the Collateral.

     

    C.           Borrower
      has requested that Agent and Lenders modify, in certain respects, the terms
      of
      the Loan Agreement and Agent and Lenders have agreed to such modifications
      in
      accordance with and subject to the satisfaction of the conditions
      hereof.

     

    NOW,
      THEREFORE, with the foregoing Background incorporated by reference and intending
      to be legally bound hereby, the parties agree as follows:

     

    1.           Amendments
      to Loan Agreement.  Section 1 of the Loan Agreement shall be
      amended by deleting the definitions of Aggregate Non-Callable Management
      Fees and Senior Management Fees and replacing each as
      follows:

     

    Aggregate
      Non-Callable Management Fees— At any time, the aggregate net present value
      of all management fees earned through the reinvestment period as defined in
      the
      Collateralized Debt Offering documents (other than Excluded Management Fees)
      to
      which Borrower, Trapeza Management, Subsidiary Guarantors and Resource Europe
      Management Limited are entitled pursuant to all Management Agreements, Trapeza
      Management Agreements and UK Management Agreements in effect from time to time;
      provided that Agent, on behalf of Lenders shall have a first priority perfected
      Lien in all fees payable under any Management Agreement (other than under the
      Trapeza Management

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Agreements)
      and any UK Management Agreement.  Net present value, for the purpose
      of this definition, shall be calculated as follows: the Management Fee Amount,
      discounted by (i.e. divided by) 1.08 to the  power of "n", with "n"
      being the number of years in the discount period.

     

    Senior
      Management Fees– For any period, the aggregate amount of (i) the REIT
      Management Fees payable in cash plus (ii) all senior management fees
      earned through the reinvestment period as defined in the Collateralized Debt
      Offering documents to which Borrower, Trapeza Management, Subsidiary Guarantors
      and Resource Europe Management Limited are entitled to under all Management
      Agreements, the Trapeza Management Agreements and UK Management Agreements
      (other than Excluded Management Fees and subordinated management fees) in effect
      from time to time in which as to subclauses (i) and (ii) Agent, on behalf of
      Lenders, shall have a first priority perfected Lien in all fees payable under
      any Management Agreement (other than under the Trapeza Management Agreements)
      and any UK Management Agreement.

     

    2.           Section
      1 of the Loan Agreement shall be amended by adding a new definition of UK
      Management Agreements as follows:

     

     UK
      Management Agreements– Collectively, those certain management agreements
      identified on Schedule H attached hereto.

     

    3.           Schedule
      C of the Loan Agreement shall be deleted in its entirety and replaced with
      Schedule C attached hereto.

     

    4.           A
      new Schedule H shall be added to the Loan Agreement in the form attached
      hereto as Schedule H.

     

    5.           Representations
      and Warranties.  Borrower warrants and represents to Agent and
      Lenders that:

     

    a.           Prior
      Representations. Borrower, by its execution of this Amendment, reconfirms
      all warranties and representations made to Lenders under the Loan Agreement
      and
      the other Loan Documents (as modified by
Schedule A to the Second Amendment
      attached hereto and made part hereof), and restate such warranties and
      representations as of the date hereof, all of which shall be deemed continuing
      until all of the obligations due to Secured Parties are indefeasibly paid and
      satisfied in full.

     

    b.           Authorization.
      The execution and delivery by Borrower of this Amendment and the performance
      by
      Borrower of the transactions herein contemplated (i) are and will be within
      its
      powers, (ii) have been duly authorized by all necessary action on behalf of
      Borrower and (iii) are not and will not be in contravention of any order of
      court or other agency of government, of law or of any indenture, agreement
      or
      undertaking to which Borrower is a party or by which the property of Borrower
      is
      bound, or be in conflict with, result in a breach of or constitute (with due
      notice and/or lapse of time) a default under any such indenture, agreement
      or
      undertaking, or result in the imposition of any lien, charge or encumbrance
      of  any nature on any of the properties of the Borrower.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    c.           Valid,
      Binding and Enforceable. This Amendment and any assignment or other
      instrument, document or agreement executed and delivered in connection herewith,
      will be valid, binding and enforceable in accordance with their respective
      terms.

     

    d.           No
      Default.  No Default or Event of Default exists after giving
      effect to this Amendment.

     

    6.           Ratification
      of Loan Documents.  This Amendment is hereby incorporated into and
      made a part of the Loan Agreement and all other Loan Documents respectively,
      the
      terms and provisions of which, except to the extent modified by this Amendment
      are each ratified and confirmed and continue unchanged in full force and
      effect.  Any reference to the Loan Agreement and all other Loan
      Documents respectively in this or any other instrument, document or agreement
      related thereto or executed in connection therewith shall mean the Loan
      Agreement and all other Loan Documents respectively as amended by this
      Amendment.  As security for the payment of the Obligations, and
      satisfaction by Borrower of all covenants and undertakings contained in the
      Loan
      Agreement, Borrower hereby confirms its prior grant to Agent, for the ratable
      benefit of Secured Parties, of a continuing first lien on and security interest
      in, upon and to all of Borrower's now owned or hereafter acquired, created
      or
      arising Collateral as described in Section 3 of the Loan Agreement.

     

    7.           Confirmation
      of Indebtedness. Borrower confirms and acknowledges that as of the close of
      business on November 14, 2007, (i) it is indebted to Agent and Lenders under
      the
      Loan Documents in the aggregate principal amount of $42,846,420 without any
      deduction, defense, setoff, claim or counterclaim, of any nature as of the
      date
      of this First Amendment, plus all fees, costs and Expenses incurred to date
      in
      connection with the Loan Documents.

     

    8.           Confirmation
      of Subsidiary Guarantors.  By its signature below, each Subsidiary
      Guarantor, hereby consents to and acknowledges the terms and conditions of
      this
      Amendment and agrees that its Surety and Guaranty Agreement dated May 24, 2007
      is ratified and confirmed and shall continue in full force and effect and shall
      continue to cover all obligations of Borrower outstanding from time to time
      under the Loan Agreement as amended hereby.

     

    9.           Effectiveness
      Conditions.  This Amendment shall become effective upon the
      satisfaction of the following conditions:

     

    a.           Execution
      and delivery by Borrower and each Lender of this Amendment to
      Agent;

     

    b.           Payment
      by Borrower of all of Agent’s Expenses;

     

    c.           A
      security assignment (the “UK Pledge Agreement”) executed by Resource Europe
      Management Limited granting Agent and Lenders a first priority Lien on, and
      security interest in, all management fees and proceeds payable under the UK
      Management Agreements, in form and substance satisfactory to Agent;

     

    d.           An
      opinion from Borrower’s United Kingdom counsel relating to the validity, and
      enforceability of the UK Pledge Agreement, in form and substance satisfactory
      to
Agent;
      and

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    e.           Such
      other items as Agent may reasonably require.

     

    10.           Governing
      Law.  THIS AMENDMENT, AND ALL RELATED AGREEMENTS AND DOCUMENTS,
      SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS
      OF
      THE COMMONWEALTH OF PENNSYLVANIA. THE PROVISIONS OF THIS AMENDMENT AND ALL
      OTHER
      AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED SEVERABLE, AND
      THE
      INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR
      THE
      REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT.

     

    11.           Modification.  No
      modification hereof or any agreement referred to herein shall be binding or
      enforceable unless in writing and signed by Borrower and Agent or Lenders,
      as
      required under the Loan Agreement.

     

    12.           Duplicate
      Originals:  Two or more duplicate originals of this Amendment may
      be signed by the parties, each of which shall be an original but all of which
      together shall constitute one and the same instrument.

     

    13.           Waiver
      of Jury Trial:  BORROWER, AGENT AND LENDER EACH HEREBY WAIVE ANY
      AND ALL RIGHTS EACH MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION,
      PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF
      THE
      PARTIES HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING
      OUT OF ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED
      TO
      ANY PROPOSED RENEWAL, EXTENSION, AMENDMENT, MODIFICATION, RESTRUCTURE,
      FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED BY THE
      LOAN DOCUMENTS.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the undersigned parties have executed this Amendment the day
      and year first above written.


    


    BORROWER:

    Resource
      America, Inc.

    


    By: _____________________                                                               

    Name: ___________________                                                                          

    Title: ____________________                                                                          

    


    


    AGENT:

    Commerce
      Bank, N.A.

    
      


      By: _____________________                                                               

      Name: ___________________                                                                          

      Title: ____________________                                                                          



    LENDERS:

    Commerce
      Bank, N.A., as Lender

    
      


      By: _____________________                                                               

      Name: ___________________                                                                          

      Title: ____________________                                                                          

       

    

    


    U.S.
      Bank, National Association, as
      Lender

    
      


      By: _____________________                                                               

      Name: ___________________                                                                          

      Title: ____________________                                                                          

(Signature
      Page S-1 to Second Amendment to Loan & Security Agreement)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
                                AGREED
        TO AND
        ACCEPTED:

    

     

    SURETIES:

    


    Apidos
      Capital Management, LLC

    
      
        


        By:   ________________________________                                                             

        Name:  ___________________________

        Title:    ___________________________

      

    

    


    Chesterfield
      Mortgage Investors, Inc.

    
      
        


        By:   ________________________________                                                             

        Name:  ___________________________

        Title:    ___________________________

         

         

      

    

    Coredo
      Capital Management, LLC

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Ischus
      Capital Management, LLC

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    RAI
      Ventures, Inc.

    
      
        


        By:   ________________________________                                                             

        Name:  ___________________________

        Title:    ___________________________



    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    RCP
      Financial, LLC

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________

    

    


    Resource
      Credit Management, LLC

    
      
        


        By:   ________________________________                                                             

        Name:  ___________________________

        Title:    ___________________________



    

    Resource
      Capital Manager, Inc.

    
      
        


        By:   ________________________________                                                             

        Name:  ___________________________

        Title:    ___________________________



    

    Resource
      Capital Investor, Inc.

    
      
        


        By:   ________________________________                                                             

        Name:  ___________________________

        Title:    ___________________________



    

    Resource
      Capital Partners, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________

       

    

    


    Resource
      Credit Partners GP, Inc.

    
      
        


        By:   ________________________________                                                             

        Name:  ___________________________

        Title:    ___________________________



    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Resource
      Financial Institutions Group,  Inc.

    


    By:   ________________________________                                                             

    Name:  ___________________________

    Title:    ___________________________

    


    


    Resource
      Financial Fund Management, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Housing Investors I, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Housing Investors II, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Housing Investors III, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Housing Investors IV, Inc.

     

    
      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    Resource
      Leasing, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Programs, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Properties VIII, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Properties XIV, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Properties XVII, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Properties XXIV, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Resource
      Properties XXV, Inc.

     

    
      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Properties XXVI, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Properties XXX, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Properties XXXI, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Properties XXXIII, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Properties XL, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Resource
      Properties XLI, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Properties XLIX, Inc.

     

    
      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Properties 54, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Properties XLVII, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



                                    Resource
      Real Estate,
      Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Real Estate Funding, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Resource
      Real Estate Holdings, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Rittenhouse, Inc.

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    Resource
      Real Estate Management, LLC

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    RRE1
      Duraleigh Member, LLC

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________



    RRE2
      Duraleigh Member, LLC

    
      


      By:   ________________________________                                                             

      Name:  ___________________________

      Title:    ___________________________

 (Signature
      Page S-2 to Second Amendment to Loan & Security Agreement)

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      “A”

     

    None

     

    (Schedule
      A to Second Amendment to Loan & Security Agreement)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      “C”

     

    List
      of Subsidiaries that cannot be Subsidiary Guarantors

    


    
      	
               

            	
              1.

            	
              Chadwick
                Securities, Inc.

            


    

    
      	
               

            	
              2.

            	
              Resource
                Europe Management Limited

            


    

    
      	
               

            	
              3.

            	
              Resource
                Euope Limited

            


    

    
      	
               

            	
              4.

            	
              Trapeza
                Capital Management LLC

            


    

    5.           
       Trapeza Manager, Inc.

    
      	
               

            	
              6.

            	
              Trapeza
                Funding, LLC

            


    

    
      	
               

            	
              7.

            	
              Trapeza
                Funding II, LLC

            


    

    
      	
               

            	
              8.

            	
              Trapeza
                Funding III, LLC

            


    

    
      	
               

            	
              9.

            	
              Trapeza
                Funding IV, LLC

            


    

    
      	
               

            	
              10.

            	
              Trapeza
                Funding V, LLC

            


    

    
      	
               

            	
              11.

            	
              Trapeza
                TPS, LLC

            


    

    
      	
               

            	
              12.

            	
              Trapeza
                Management Group, LLC

            


    

    
      	
               

            	
              13.

            	
              Structured
                Finance Fund GP, LLC

            


    

    
      	
               

            	
              14.

            	
              Structured
                Finance Management LLC

            


    

    
      	
               

            	
              15.

            	
              Axios
                Capital Management, LLC

            


    

    
      	
               

            	
              16.

            	
              Resource
                RSI Phase I, LLC

            


    

    
      	
               

            	
              17.

            	
              Resource
                RSI Phase II, LLC

            


    

    
      	
               

            	
              18.

            	
              Press
                Building, LLC

            


    

    
      	
               

            	
              19.

            	
              RCP
                Nittany Pointe Manager, Inc.

            


    

    
      	
               

            	
              20.

            	
              RCP
                Chinoe Creek Manager, Inc.

            


    

    
      	
               

            	
              21.

            	
              RCP
                Fountains GP, Inc.

            


    

    
      	
               

            	
              22.

            	
              RCP
                Portland Courtyard Manager, Inc.

            


    

    
      	
               

            	
              23.

            	
              RCP
                Albuquerque Manager, Inc.

            


    

    
      	
               

            	
              24.

            	
              RCP
                Avalon Manager, Inc.

            


    

    
      	
               

            	
              25.

            	
              RCP
                Falls at Duraleigh Manager, Inc.

            


    

    
      	
               

            	
              26.

            	
              RCP
                Sage Canyon Manager, Inc.

            


    

    
      	
               

            	
              27.

            	
              RCP
                Cuestas Manager, Inc.

            


    

    
      	
               

            	
              28.

            	
              RCP
                Holdco I Manager, Inc.

            


    

    
      	
               

            	
              29.

            	
              RCP
                Reserves Manager, Inc.

            


    

    
      	
               

            	
              30.

            	
              RCP
                Foxglove Manager, Inc.

            


    

    
      	
               

            	
              31.

            	
              RCP
                Santa Fe Manager, Inc.

            


    

    
      	
               

            	
              32.

            	
              RCP
                Regents Center Manager, Inc.

            


    

    
      	
               

            	
              33.

            	
              RCP
                Highland Lodge Manager, Inc.

            


    

    
      	
               

            	
              34.

            	
              RCP
                Reserves Holdings Manager, Inc.

            


    

    
      	
               

            	
              35.

            	
              RCP
                Grove Manager, Inc.

            


    

    
      	
               

            	
              36.

            	
              RCP
                Howell Bridge Manager, Inc.

            


    

    
      	
               

            	
              37.

            	
              RCP
                Heritage Lake Manager, Inc.

            


    

    
      	
               

            	
              38.

            	
              RCP
                Westchase Wyndham Manager, Inc.

            


    

    
      	
               

            	
              39.

            	
              RCP
                Pear Tree Manager, Inc.

            


    

    
      	
               

            	
              40.

            	
              RCP
                Wind Tree Manager, Inc.

            


    

    
      	
               

            	
              41.

            	
              RCP
                Chenal Brightwaters Manager, Inc.

            


    

    
      	
               

            	
              42.

            	
              AR
                Real Estate Investors, LLC

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	 	 


      	
               

            	
              43.

            	
              Resource
                Asset Management, Inc.

            


    

    
      	
               

            	
              44.

            	
              LEAF
                Asset Management, LLC

            


    

    
      	
               

            	
              45.

            	
              LEAF
                Commercial Finance Income Fund I,
                LP

            


    

    
      	
               

            	
              46.

            	
              LEAF
                Commercial Finance Income Fund II,
                LP

            


    

    
      	
               

            	
              47.

            	
              LEAF
                Equipment Leasing Income Fund III,
                LP

            


    

    
      	
               

            	
              48.

            	
              FLI
                Holdings, Inc.

            


    

    
      	
               

            	
              49.

            	
              LEAF
                Financial Corporation

            


    

    
      	
               

            	
              50.

            	
              LEAF
                Commercial Finance Co., LLC

            


    

    
      	
               

            	
              51.

            	
              Lease
                Equity Appreciation Fund I, LP

            


    

    
      	
               

            	
              52.

            	
              LEAF
                Fund I, LLC

            


    

    
      	
               

            	
              53.

            	
              Lease
                Equity Appreciation Fund II, LP

            


    

    
      	
               

            	
              54.

            	
              LEAF
                Fund II, LLC

            


    

    
      	
               

            	
              55.

            	
              Lease
                Equity Appreciation Fund III, LP

            


    

    
      	
               

            	
              56.

            	
              LEAF
                Funding, Inc.

            


    

    
      	
               

            	
              57.

            	
              LEAF
                Institutional Direct Management,
                LLC

            


    

    
      	
               

            	
              58.

            	
              Resource
                Capital Funding II, LLC

            


    

    
      	
               

            	
              59.

            	
              LEAF
                Ventures, LLC

            


    

    
      	
               

            	
              60.

            	
              Merit
                Capital Manager, LLC

            


    

    
      	
               

            	
              61.

            	
              Merit
                Capital Advance, LLC

            


    

    
      	
               

            	
              62.

            	
              LEAF
                Capital Management, Inc.

            


    

    
      	
               

            	
              63.

            	
              RAI
                Financial, Inc.

            


    

    
      	
               

            	
              64.

            	
              Resource
                Commercial Mortgages, Inc.

            


    

    
      	
               

            	
              65.

            	
              Resource
                Financial Services, Inc.

            


    

    
      	
               

            	
              66.

            	
              WS
                Mortgage Acquisition Corp.

            


    

    
      	
               

            	
              67.

            	
              Resource
                Properties II, Inc.

            


    

    
      	
               

            	
              68.

            	
              Resource
                Properties IV, Inc.

            


    

    
      	
               

            	
              69.

            	
              Resource
                Properties VI, Inc.

            


    

    
      	
               

            	
              70.

            	
              Resource
                Properties XV, Inc.

            


    

    
      	
               

            	
              71.

            	
              Resource
                Properties XVIII, Inc.

            


    

    
      	
               

            	
              72.

            	
              Resource
                Properties XX, Inc.

            


    

    
      	
               

            	
              73.

            	
              Resource
                Properties XXII, Inc.

            


    

    
      	
               

            	
              74.

            	
              Resource
                Properties XXIII, Inc.

            


    

    
      	
               

            	
              75.

            	
              Resource
                Properties XXIX, Inc.

            


    

    
      	
               

            	
              76.

            	
              Resource
                Properties XXXII, Inc.

            


    

    
      	
               

            	
              77.

            	
              Resource
                Properties XXXIV, Inc.

            


    

    
      	
               

            	
              78.

            	
              Resource
                Properties XXXVI, Inc.

            


    

    
      	
               

            	
              79.

            	
              Resource
                Properties XXXVIII, Inc.

            


    

    
      	
               

            	
              80.

            	
              Resource
                Properties XLII, Inc.

            


    

    
      	
               

            	
              81.

            	
              Resource
                Properties XLIV, Inc.

            


    

    
      	
               

            	
              82.

            	
              Resource
                Properties XLVI, Inc.

            


    

    
      	
               

            	
              83.

            	
              Resource
                Properties 50, Inc.

            


    

    
      	
               

            	
              84.

            	
              Resource
                Properties 51, Inc.

            


    

    
      	
               

            	
              85.

            	
              Resource
                Properties 52, Inc.

            


    

    
      	
               

            	
              86.

            	
              Resource
                Properties 53, Inc.

            


    

    
      	
               

            	
              87.

            	
              Deerfield
                RPI, LLC

            


    

    
      	
               

            	
              88.

            	
              Resource
                Properties XXXV, Inc.

            


    

    (Schedule
      C to Second Amendment to Loan & Security Agreement)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      “H”

     

    UK
      Management Agreements

     

    1.           Investments
      Management and Collateral Administration Agreement between Resource Europe
      CLO I
      B.V. and Resource Europe Management Limited dated May 22, 2007.

     

    (Schedule
      H to Second Amendment to Loan & Security Agreement)