exh10_2.htm


     

    
      

      

    

    
      SEVENTH
AMENDMENT TO LOAN AND SECURITY AGREEMENT

       

       

      This
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (“Amendment”), dated May 15,
2009, is among Resource
America, Inc., a Delaware corporation (“Borrower”), TD BANK, N.A., a national
banking association, in its capacity as agent (“Agent”), TD 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 a “Lender” and collectively all
“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restated, superseded, amended or replaced from time to time, the “Loan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 (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, inter alia, 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.  On the Seventh Amendment Effective
Date:

       

      a.           Section
1 of the Loan Agreement shall be amended by inserting “Dissolving Entity”
“Interest Coverage
Ratio”, “Leaf
Capital Event”, “Leaf Entity”, “Miscellaneous Excluded
Subsidiary”, “Real Estate Venture
Investments”, “Seventh Amendment,”
“Seventh Amendment
Effective Date” and “St. Cloud Investment”
as new definitions, reading in full as follows:

       

      “Dissolving Entity”
shall mean each of RAI Acquisition Corp., Resource Banking Advisory and
Management, Inc., Resource Properties XXXV, Inc., RRE Highland Lodge Leaseco,
LLC, and Resource Financial Advisors, LLC.

       

      “Interest Coverage
Ratio” – For any period, the ratio of (i) Consolidated Cash Flow
to  (ii) Consolidated Interest Expense, all as determined in
accordance with GAAP.

       

      “Leaf Capital
Event” – The issuance of any Subordinated Debt (other than any
subordinated promissory note executed by Leaf Financial Corporation,
a

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Delaware
corporation, in favor of Resource Leasing, Inc., a Delaware corporation) or the
issuance of any Capital Stock by Leaf.

       

      “Leaf
Entity”  - Each direct or indirect Subsidiary of Leaf and each
direct or indirect Subsidiary of LEAF Asset Management, LLC, a Delaware limited
liability company. .

       

      “Miscellaneous Excluded
Subsidiary” – Each of Chadwick Securities, Inc., Resource
Europe Management Limited, RCP Foxglove Manager, Inc., RCP Santa Fe Manager,
Inc., and RCP Howell Bridge Manager, Inc. and Apidos Select Corporate Credit
Fund GP, LLC.

       

      “Real Estate Venture
Investments” – Collectively, those certain debt and equity interests
(including Capital Stock), owned by Borrower or a Subsidiary Guarantor in
entities engaged in the business of investment in or acquisition, development,
and resale of real estate, listed on Schedule I.

       

       “Seventh Amendment” –
The Seventh Amendment to Loan and Security Agreement dated May __, 2009 among
Borrower, Agent, Issuing Bank and Lenders.

       

      “Seventh Amendment Effective
Date” – The date when all conditions precedent to the effectiveness of
the Seventh Amendment have been satisfied.

       

      “St. Cloud
Investment”  -- That certain subordinate loan in the
approximate principal amount of $694,000 held by Resource Properties VIII, Inc.
and listed as Item 5 under the title “Legacy Assets” in Schedule I.

       

      b.           Section
1 of the Loan Agreement shall be amended by deleting the definitions of Adjusted Revolving Credit
Base Rate, Excluded Subsidiary,
L/C Sublimit,
Leaf, Maximum Revolving Credit
Amount and Revolving Credit Maturity
Date and replacing each as follows:

       

      Adjusted Revolving Credit
Base Rate – The Base Rate plus five hundred
(500) basis points; provided that the Adjusted Revolving Credit Base Rate shall
not be less than ten percent (10%) per annum.

       

      Excluded Subsidiary
-  Each Subsidiary (whether direct or indirect) of Borrower, which is
(i) prohibited from guaranteeing the Obligations pursuant to a financing
agreement related to such Subsidiary’s Indebtedness, (ii) a Leaf Entity, or
(iii) a Miscellaneous Excluded Subsidiary, and which prohibition is confirmed in
writing by counsel to Borrower.  Excluded Subsidiaries are set forth
on Schedule C attached hereto, as such Schedule may be amended, supplemented,
replaced or restated from time to time.

       

      
        	
                 
      

              	
                L/C Sublimit –
      An amount equal to ten percent (10%) of the Maximum Revolving Credit
      Amount then in effect.

              


      

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                Leaf – Leaf
      Financial Corporation, a Delaware
corporation.

              


      

       

      Maximum Revolving Credit
Amount – Subject to Section 2.9(b), the sum of Thirty-Five Million
Dollars ($35,000,000); provided however that the Maximum Revolving Credit Amount
shall, irrespective of any permanent reductions to the Maximum Revolving Credit
Amount pursuant to Section 2.9, automatically and permanently reduce by Eight
Hundred Fifty Thousand Dollars ($850,000) on the fifteenth day of each month
commencing June 15, 2009.

       

      Revolving Credit Maturity
Date – October 15, 2010.

       

      c.           The
Loan Agreement shall be amended by deleting Section 2.1(a)(i) and replacing it
as follows:

       

      (i)
Subject to the terms and conditions of this Agreement, each Lender hereby
severally establishes for the benefit of Borrower a revolving credit facility
(collectively, the “Revolving Credit”) which shall include Letters of Credit
issued by Issuing Bank and cash Advances extended by Lenders to or for the
benefit of Borrower from time to time hereunder (“Revolving Credit
Loans”).  The aggregate principal amount of all Revolving Credit
Loans, unreimbursed Letters of Credit plus outstanding and undrawn Letters of
Credit shall not, at any time, exceed the Borrowing Base.  Subject to
such limitation, the outstanding balance of Revolving Credit Loans may fluctuate
from time to time, to be reduced by repayments made by Borrower, to be increased
by future Revolving Credit Loans which may be made by Lenders and, subject to
the provisions of Sections 2.1(d) and 8 below, shall be due and payable on
the Revolving Credit Maturity Date. If the aggregate principal amount of all
Revolving Credit Loans, unreimbursed Letters of Credit plus outstanding and
undrawn Letters of Credit at any time exceeds the Borrowing Base
(“Overadvance”), Borrower shall within five (5) Business Days notice from Agent,
repay the Overadvance in full (provided that Borrower shall repay any
Overadvance existing on the date of a reduction in the Maximum Revolving Credit
Amount on that date).

       

      d.           The
Loan Agreement shall be amended by deleting Section 2.6 and replacing it as
follows:

       

      2.6           Interest:

       

      (a)           The
unpaid principal balance of cash Advances under the Revolving Credit shall bear
interest, subject to the terms hereof, at a per annum rate equal to the Adjusted
Revolving Credit Base Rate.

       

      (b)           Changes
in the interest rate applicable to Base Rate Loans shall become effective on the
same day that there is a change in the Base Rate.

       

      (c)           Interest
on Base Rate Loans shall be payable monthly, in arrears, on the first day of
each month, beginning on the first day of the first full calendar month after
the Closing Date, and on the Revolving Credit Maturity Date.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (d)           
Borrower shall no longer have the option to request or continue LIBOR Rate
Loans.

       

      e.           Section
2.8 of the Loan Agreement shall be amended by deleting subsection (b) and
replacing it as follows:

       

      (b)           Borrower
shall pay to Agent, for the benefit of Lenders in accordance with each Lender’s
Pro Rata Percentage, letter of credit fees at a per annum rate equal to five
percent (5.00%) of the average daily maximum amount available to be drawn under
each Letter of Credit on the first day of each calendar quarter in
arrears.  Such fees are the “L/C Fees.”

       

      f.           Section
2.8 of the  Loan Agreement shall be amended by insertion of a new
subsection (f),  reading in full as follows:

       

      “(f)  On
December 31, 2009 (or upon the occurrence of any Event of Default prior to
December 31, 2009), Borrower shall pay to Agent for the benefit of Lenders in
accordance with each Lender’s Pro Rata Percentage, $500,000 as the second
installment of the extension fee described in Paragraph 2 of the Seventh
Amendment, provided that if the Obligations have been paid in full and
terminated prior to December 31, 2009 and no Event of Default has occurred prior
to such date, the second installment shall not be due or payable.”

       

      g.           Section
2.9 of the Loan Agreement shall be amended by deleting subsection (b) and
replacing it as follows:

       

      (i)
Borrower may, upon five (5) Business Days prior notice, permanently reduce the
Maximum Revolving Credit Amount; provided that, any such reduction shall be in a
minimum amount of One Million Dollars ($1,000,000) and integral multiples of
Five Hundred Thousand Dollars ($500,000).

       

      (ii) Each
mandatory prepayment under Section 2.9(c) and (d) shall permanently reduce the
Maximum Revolving Credit Amount by an amount equal to such
prepayment.

       

      h.           Section
2.9 of the Loan Agreement shall be amended by insertion of new subsections (c)
and (d), reading in full as follows:

       

      (c) Upon
(i) the issuance by Borrower or any Subsidiary Guarantor of any Subordinated
Debt; (ii) the issuance by Borrower or any Subsidiary Guarantor of any Capital
Stock (other than (x) Capital Stock issued to Borrower or any other Subsidiary
Guarantor and (y) Capital Stock issued pursuant to Borrower’s equity
compensation plans in amounts and on terms reasonably consistent with past
practices), or (iii) subject to any limitation in Section 7.1(a), any Asset Sale
by Borrower or any Subsidiary Guarantor (each of the foregoing a “Mandatory
Prepayment Event”), Borrower shall on the date of such Mandatory Prepayment
Event prepay the Revolving Credit Loans by an amount equal to thirty percent
(30%) of the aggregate net proceeds (i.e., gross
proceeds less the reasonable and

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      customary
costs and expenses of any such incurrence, issuance or Asset Sale) received by
Borrower or Subsidiary Guarantor from such Mandatory Prepayment Event; provided
that (x) in the case of a sale of an ownership interest in the National Press
Building by Press Building, LLC, seventy-five percent (75%)of the net proceeds
(i.e., gross proceeds less the reasonable and customary costs and expenses of
such sale) shall be applied by Borrower to prepay the Revolving Credit
Loans.

       

      (d) Upon
the occurrence of any Leaf Capital Event, Borrower shall prepay the Revolving
Credit Loans by an amount equal to one hundred percent (100%) of the net
proceeds (i.e., gross proceeds less the reasonable and customary costs and
expenses of such Leaf Capital Event) in excess of Ten Million Dollars
($10,000,000) received by Leaf; provided that the aggregate amount payable under
this clause (d) shall not exceed Fifteen Million Dollars
($15,000,000).

       

      i.           Section
3.1 of the Loan Agreement shall be amended by deleting subsection (xiii) and
replacing it as follows:

       

       (xiii)
Investment
Property – All Investment Property of Borrower consisting of Sponsored
CDO Equity Interests, all Pledged Securities, the Capital Stock of Subsidiary
Guarantors and other Subsidiaries as identified in the Subsidiary Collateral
Pledge Agreements, and Real Estate Venture Investments.

       

      j.           Section
3.3(a) of the Loan Agreement shall be amended by inserting the following at the
end of the paragraph:

       

      Borrower
shall complete all actions necessary for Agent, on behalf of Lenders, to obtain
a perfected security interest in the Real Estate Venture Investments (except for
the St. Cloud Investment) within fifteen (15) days of the Seventh Amendment
Effective Date.

       

      k.           Section
5 of the Loan Agreement shall be amended by insertion of a new Section 5.26,
reading in full as follows:

       

      5.26           Miscellaneous Excluded
Subsidiary. Each Miscellaneous Excluded Subsidiary (except for Chadwick
Securities, Inc., Apidos Select Corporate Credit Fund GP, LLC and Resource
Europe Management Limited) owns assets with an aggregate value of less than
$10,000.

       

      l.           Section
6.8 of the Loan Agreement shall be amended by deleting subsections (a), (b) and
(c) and replacing each as follows:

       

      (a) Intentionally
omitted.

       

      (b) Interest Coverage
Ratio – Borrower shall maintain an

      Interest
Coverage Ratio, to be tested quarterly as of each fiscal quarter end on a
rolling four quarter basis, of not less than 1.25 to 1.0.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

         

      

       

       

      
        (c) Consolidated Funded Debt to
Net Worth Ratio – Borrower shall maintain a Consolidated Funded Debt to
Net Worth Ratio, to be tested as of each fiscal 

        quarter
end, of not greater than 0.5 to 1.0.

         

      

      m.           Section
6 of the Loan Agreement shall be amended by insertion of a new Section 6.24,
reading in full as follows:

       

      6.24           Dissolving
Entities.  Borrower shall cause each Dissolving Entity to
dissolve and be fully wound-up within sixty (60) days of the Seventh Amendment
Effective Date.  Borrower shall promptly provide Agent with written
evidence of such dissolution.

       

      n.           Section
7.4(a) of the Loan Agreement shall be amended by inserting the following after
the word “purposes” at the end of such Section:

       

      “; or
(iii) such transaction is a transaction referenced in Section 2.9(c)(i) or
Section 2.9(c)(ii) of this Agreement.”

       

      o.           Schedule
A to the Loan Agreement shall be replaced in its entirety with Schedule A
as attached to this Amendment.

       

      p.           Schedule
C to the Loan Agreement shall be replaced in its entirety with Schedule C
as attached to this Amendment.

       

      q.           The
Loan Agreement shall be amended by insertion of Schedule I as attached to this
Amendment.

       

      2.           Extension
Fee.  In consideration for the modifications to the Loan
Agreement  made herein on the terms described in this Amendment,
Borrower shall pay to Agent for the benefit of Lenders in accordance with each
Lender’s Pro Rata Percentage, an extension fee of One Million Five Hundred
Thousand Dollars ($1,500,000).  The extension fee shall be payable in
two installments.  The first installment of One Million Dollars
($1,000,000) shall be non-refundable and fully earned and due on the Seventh
Amendment Effective Date.  The second installment of Five Hundred
Thousand Dollars ($500,000) shall, except as set forth in Section 2.8(f) of the
Loan Agreement, be non-refundable and fully earned on the Seventh Amendment
Effective Date and payable as described in Section 2.8(f) of the Loan
Agreement.

       

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

       

      a.           Prior
Representations. Except as set forth on Schedule B to this Amendment,
Borrower, by its execution of this Amendment, reconfirms all warranties and
representations made to Lenders under the Loan Agreement and the other Loan
Documents and restates 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.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      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.

       

      e.           Real Estate Venture
Investments. Except for the Real Estate Venture Investments,
Borrower and any Subsidiary Guarantor are otherwise prohibited from granting
security interests to Agent for the benefit of Lenders in any other debt and
equity investments owned by Borrower or a Subsidiary Guarantor in entities
engaged in the business of investment in, or acquisition, development or resale
of real estate.

       

      4.           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.

       

      5.           Confirmation of
Indebtedness. Borrower confirms and acknowledges that as of the close of
business on May 14, 2009, it is indebted to Agent and Lenders under the Loan
Documents in the aggregate principal amount of $43,600,000 without any
deduction, defense, setoff, claim or counterclaim of any nature as of the date
of this Amendment, plus all fees, costs and Expenses incurred to date in
connection with the Loan Documents.

       

      6.           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.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

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

       

             
a.           Execution
and delivery of this Amendment by the parties hereto;

       

      b.           Execution
and delivery by Borrower and each Subsidiary Guarantor of an Affirmation and
Amendment to Loan Documents, in form and substance satisfactory to
Agent;

       

      c.           Resolutions
of Borrower and each Subsidiary Guarantor authorizing the execution, delivery
and performance of this Amendment and any amendment or modification to any other
Loan Document;

       

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

       

      e.           Payment
by Borrower to Agent for the ratable benefit of Lenders of the first installment
of the extension fee described in Section 2 of this Amendment, of which $333,334
is for the account of U.S. Bank, National Association and $666,666 is for the
account of TD Bank, N.A., and

       

      f.           A
confirmation letter from independent outside counsel with regard to Excluded
Subsidiaries.

       

      8.           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.

       

      9.           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.

       

      10.           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.

       

      11.           Release.  As
further consideration for the agreement of Agent, Issuing Bank and Lenders to
enter into this Amendment, Borrower (and by its execution below, each Subsidiary
Guarantor) hereby waives, releases, and discharges Agent, Issuing Bank and each
Lender, all affiliates of Agent, Issuing Bank and each Lender and all of the
directors, officers, employees, attorneys and agents of Agent, Issuing Bank and
each Lender and all affiliates of such Persons, from any and all claims,
demands, actions or causes of action existing as of the date hereof, arising out
of or in any way relating to this Amendment, the Loan Agreement, the Loan
Documents and/or any documents, agreements, instruments, dealings or other
matters connected with this Amendment, the Loan Agreement, the Loan Documents or
the administration thereof.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      12.           Waiver of Jury
Trial:  BORROWER, AGENT AND EACH 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.

       

      


       

      [Signature
Pages to Follow]

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

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

       

      


      


      BORROWER:

      Resource
America, Inc.

      


      


      By: /s/ Thomas C. Elliott                                                                

      Name:
Thomas C. Elliott

      Title:  
Senior Vice President - Finance & Operations

      


      


      AGENT:

      TD BANK, N.A. (successor by
merger to Commerce Bank, N.A.)

      


      


      By:  /s/ Gerard L. Grady                                                                                                                                  

      Name: 
Gerard L. Grady

      Title:    Senior
Vice President

      


      


      LENDERS:

      TD BANK, N.A. (successor by
merger to Commerce Bank, N.A.),
as
Lender

       

      
        By:  /s/ Gerard L. Grady                                                                                                                                  

        Name: 
Gerard L. Grady

        Title:    Senior
Vice President



      


      U.S.
Bank, National Association, as Lender


       

      
        By:  /s/ Jsseph L. Svehla                                                                                                                                  

        Name: 
Joseph L. Svehla

        Title:    Vice
President

      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      AGREED TO AND
ACCEPTED:

      


      SURETIES:

      


      Apidos
Capital Management, LLC


      


      By: /s/ Thomas C. Elliott                                                                

      Name:
Thomas C. Elliott

      Title:  
Vice President & Chief Financial Officer

      


      


      Chesterfield
Mortgage Investors, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name: 
Alan F. Feldman

      Title:   
President

      


      


      Coredo
Capital Management, LLC


      


      By: 
/s/ Jeffrey Blomstrom                                                                                                                            

      Name:  Jeffrey
Blomstrom

      Title:    President


      


      


      Ischus
Capital Management, LLC


      


      By: /s/ Thomas C. Elliott                                                                

      Name: Thomas
C. Elliott

      Title:   Chief
Financial Officer

      


      


      


      RAI
Ventures, Inc.


      


      By: /s/ Thomas C. Elliott                                                                

      Name: 
Thomas C. Elliott

      Title:    Senior
Vice President

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      RCP
Financial, LLC


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
President

      


      


      Resource
Credit Management, LLC


      


      By: /s/ Thomas C. Elliott                                                                

      Name:  Thomas
C. Elliott

      Title:    Chief
Financial Officer

      


      


      Resource
Capital Manager, Inc.


      


      By: /s/ Thomas C. Elliott                                                                

      Name:  Thomas
C. Elliott

      Title:    Senior
Vice President - Finance & Operations

      


      


      Resource
Capital Investor, Inc.


      


      By: /s/ Thomas C. Elliott                                                                

      Name:  Thomas
C. Elliott

      Title:    Vice
President - Finance

      


      


      Resource
Capital Partners, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:    Senior
Vice President

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Resource
Credit Partners GP, Inc.

      


      By: /s/ Thomas C. Elliott                                                                

      Name:  Thomas
C. Elliott

      Title:    Chief
Financial Officer

       

       

      Resource
Financial Institutions Group,  Inc.

       

      By: /s/ Thomas C. Elliott                                                                

      Name:  Thomas
C. Elliott

      Title:    Vice
President - Finance & Treasurer


      


       

      Resource
Financial Fund Management, Inc.


      


      By: /s/ Thomas C. Elliott                                                                

      Name:  Thomas
C. Elliott

      Title:   
Senior Vice President and Chief Financial Officer

      


      


      Resource
Housing Investors I, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name: Alan
F. Feldman

      Title:  
President

      


      


      Resource
Housing Investors II, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
President

      


      


      Resource
Housing Investors III, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name: Alan
F. Feldman

      Title:  
President

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Resource
Housing Investors IV, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
President

      


       

      Resource
Leasing, Inc.

      


      By: /s/ Thomas C. Elliott                                                                

      Name:  Thomas
C. Elliott

      Title:    Treasurer

      


      


      Resource
Programs, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
President

      


      


      Resource
Properties VIII, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
President

      


      


      Resource
Properties XIV, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
President

      


      


      Resource
Properties XVII, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
President

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Resource
Properties XXIV, Inc.

      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
President

       

       

      Resource
Properties XXV, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
President

      


      


      Resource
Properties XXVI, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
President

      


      


      Resource
Properties XXX, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name: Alan
F. Feldman

      Title:  
President

      


      


      Resource
Properties XXXI, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name: Alan
F. Feldman

      Title:  
President

      


      


      Resource
Properties XXXIII, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
President

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Resource
Properties XL, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
President

      


       

      Resource
Properties XLI, Inc.

      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
President

      


      


      Resource
Properties XLIX, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name: Alan
F. Feldman

      Title:  
President

      


      


      Resource
Properties 54, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name: Alan
F. Feldman

      Title:  President

      


      
         

        Resource
Real Estate, Inc.

        


        By: 
/s/ Alan F. Feldman                                                                                                                               

        Name:  Alan
F. Feldman

        Title:   
President

        
 

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Resource
Real Estate Funding, Inc.

      


      By: /s/ Thomas C. Elliott                                                                

      Name:  Thomas
C. Elliott

      Title:    Senior
Vice President

      


      


      Resource
Real Estate Holdings, Inc.


      


      By: 
/s/ Thomas C. Elliott                                                                                                                               

      Name:  Thomas
C. Elliott

      Title:   
Vice President

      


      


      Resource
Rittenhouse, Inc.


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
President

      


      


      Resource
Real Estate Management, LLC


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
President

      


      


      RRE1
Duraleigh Member, LLC


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name: 
Alan F. Feldman

      Title:   
Senior Vice President

      


      


      RRE2
Duraleigh Member, LLC


      


      By: 
/s/ Alan F. Feldman                                                                                                                               

      Name:  Alan
F. Feldman

      Title:   
Senior Vice President

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        


        RRE
Avalon Member, LLC

        


        


        By: 
/s/ Alan F. Feldman                                                                                                                               

        Name:  Alan
F. Feldman

        Title:   
Senior Vice President

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        SCHEDULE
“A”

      

      
         

        
          
            	
                     

                    Lenders

                  	 	
                    Pro
      Rata

                    Percentage

                  	 	
                    Revolving
      Credit

                    Pro Rata Share as of May 15,
      2009

                  
	 
      
	
                    TD
      Bank, N.A.

                  	 	
                    66.66666666%

                  	 	
                    $23,333,333.00

                  
	 	 	 	 	 
	
                    U.S.
      Bank, National Association

                  	 	
                    33.33333334%

                  	 	
                    $11,666,667.00

                  
	 	 	 	 	 
	Total:	 	
                    100%

                  	 	
                    $35,000,000

                  


          

        

        


        (Schedule
A to Loan and Security Agreement)



       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        SCHEDULE “C”

         

        List of Subsidiaries Not Guarantying 

        


        
          	
                   
      

                	
                  1.

                	
                  Chadwick Securities,
  Inc.

                


        

        
          	
                   
      

                	
                  2.

                	
                  Resource Europe Management
      Limited

                


        

        
          	
                   
      

                	
                  3.

                	
                  Resource RSI Phase I,
  LLC

                


        

        
          	
                   
      

                	
                  4.

                	
                  Resource RSI Phase II,
  LLC

                


        

        
          	
                   
      

                	
                  5.

                	
                  RCP Nittany Pointe Manager,
      Inc.

                


        

        
          	
                   
      

                	
                  6.

                	
                  RCP Chinoe Creek Manager,
    Inc.

                


        

        
          	
                   
      

                	
                  7.

                	
                  RCP Fountains GP,
  Inc.

                


        

        
          	
                   
      

                	
                  8.

                	
                  RCP Portland Courtyard Manager, Inc.

                


        

        
          	
                   
      

                	
                  9.

                	
                  RCP Albuquerque Manager,
    Inc.

                


        

        
          	
                   
      

                	
                  10.

                	
                  RCP Avalon Manager,
  Inc.

                


        

        
          	
                   
      

                	
                  11.

                	
                  RCP Falls at Duraleigh Manager,
      Inc.

                


        

        
          	
                   
      

                	
                  12.

                	
                  RCP Sage Canyon Manager,
    Inc.

                


        

        
          	
                   
      

                	
                  13.

                	
                  RCP Cuestas Manager,
  Inc.

                


        

        
          	
                   
      

                	
                  14.

                	
                  RCP Holdco I Manager,
  Inc.

                


        

        
          	
                   
      

                	
                  15.

                	
                  RCP Reserves Manager,
  Inc.

                


        

        
          	
                   
      

                	
                  16.

                	
                  RCP Foxglove Manager,
  Inc.

                


        

        
          	
                   
      

                	
                  17.

                	
                  RCP Santa Fe Manager, Inc.

                


        

        
          	
                   
      

                	
                  18.

                	
                  RCP Regents Center Manager,
      Inc.

                


        

        
          	
                   
      

                	
                  19.

                	
                  RCP Highland Lodge Manager,
      Inc.

                


        

        
          	
                   
      

                	
                  20.

                	
                  RCP Grove Manager,
  LLC

                


        

        
          	
                   
      

                	
                  21.

                	
                  RCP Howell Bridge Manager,
    Inc.

                


        

        
          	
                   
      

                	
                  22.

                	
                  RCP Heritage Lake Manager,
    LLC

                


        

        
          	
                   
      

                	
                  23.

                	
                  RCP Westchase Wyndham Manager,
      LLC

                


        

        
          	
                   
      

                	
                  24.

                	
                  RCP Pear Tree Manager,
  LLC

                


        

        
          	
                   
      

                	
                  25.

                	
                  RCP Wind Tree Manager,
  LLC

                


        

        
          	
                   
      

                	
                  26.

                	
                  RCP Chenal Brightwaters Manager,
  LLC

                


        

        
          	
                   
      

                	
                  27.

                	
                  Resource Asset Management,
    LLC

                


        

        
          	
                   
      

                	
                  28.

                	
                  LEAF Asset Management,
  LLC

                


        

        
          	
                   
      

                	
                  29.

                	
                  LEAF Commercial Finance Income Fund I,
      LP

                


        

        
          	
                   
      

                	
                  30.

                	
                  LEAF Commercial Finance Income Fund II,
      LP

                


        

        
          	
                   
      

                	
                  31.

                	
                  FLI Holdings,
  Inc.

                


        

        
          	
                   
      

                	
                  32.

                	
                  LEAF Financial
  Corporation

                


        

        
          	
                   
      

                	
                  33.

                	
                  LEAF Commercial Finance Co,
    LLC

                


        

        
          	
                   
      

                	
                  34.

                	
                  LEAF Funding,
      Inc.

                


        

        
          	
                   
      

                	
                  35.

                	
                  LEAF Institutional Direct Management,
      LLC

                


        

        
          	
                   
      

                	
                  36.

                	
                  Resource Capital Funding II,
      LLC

                


        

        
          	
                   
      

                	
                  37.

                	
                  LEAF Ventures,
  LLC

                


        

        
          	
                   
      

                	
                  38.

                	
                  Merit Capital Manager,
  LLC

                


        

        
          	
                   
      

                	
                  39.

                	
                  Merit Capital Advance,
  LLC

                


        

        
          	
                   
      

                	
                  40.

                	
                  LEAF Capital Management,
    Inc.

                


        

        
          	
                   
      

                	
                  41.

                	
                  Resource Commercial Mortgages,
      Inc.

                


        

        
          	
                   
      

                	
                  42.

                	
                  Resource Properties XXXV,
    Inc.

                


        

        
          	
                   
      

                	
                  43.

                	
                  RCP Magnolia
      Manager, LLC 

                


        

        
          	
                   
      

                	
                  44.

                	
                  RCP West Wind Manager, LLC
  

                


        

        
          	
                   
      

                	
                  45.

                	
                  RCP Ryan’s Crossing
      Manager, LLC 

                


        

        
          	
                   
      

                	
                  46.

                	
                  RCP Memorial Towers Manager, LLC
      

                


        

        
          	
                   
      

                	
                  47.

                	
                  RCP Cypress Landing Manager,
      LLC

                


        

        
          	
                   
      

                	
                  48.

                	
                  Cypress Landing Partners, LLC
    

                


        

        
          	
                   
      

                	
                  49.

                	
                  RCP Island Tree Manager, LLC
    

                


        

        
          	
                   
      

                	
                  50.

                	
                  Island Tree Partners, LLC
  

                


        

        
          	
                   
      

                	
                  51.

                	
                  RCP Villas Manager,
LLC

                


        

        
          	
                   
      

                	
                  52.

                	
                  RCP Coach Lantern Manager, LLC
    

                


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        
          	
                   
      

                	
                  53.

                	
                  RCP Foxcroft Manager, LLC
  

                


        

        
          	
                   
      

                	
                  54.

                	
                  RCP Tamarlane Manager, LLC
  

                


        

        
          	
                   
      

                	
                  55.

                	
                  RCP Park Hill Manager, LLC
  

                


        

        
          	
                   
      

                	
                  56.

                	
                  RCP Bent Oaks Manager, LLC
  

                


        

        
          	
                   
      

                	
                  57.

                	
                  RCP Cape Cod Manager, LLC
  

                


        

        
          	
                   
      

                	
                  58.

                	
                  RCP Woodland Hills Manager, LLC
      

                


        

        
          	
                   
      

                	
                  59.

                	
                  RCP Woodhollow Manager, LLC
  

                


        

        
          	
                   
      

                	
                  60.

                	
                  Merit Processing, LLC


                


        

        
          	
                   
      

                	
                  61.

                	
                  LEAF Ventures II, LLC
  

                


        

        
          	
                   
      

                	
                  62.

                	
                  Prompt Payment, LLC
  

                


        

        
          	
                   
      

                	
                  63.

                	
                  LEAF Commercial Finance Fund, LLC
      

                


        

        
          	
                   
      

                	
                  64.

                	
                  RRE Oak Park Leaseco, LLC
  

                


        

        
          	
                   
      

                	
                  65.

                	
                  RRE Highland Lodge Leaseco,
    LLC

                


        

        
          	
                   
      

                	
                  66.

                	
                  RAI Acquisition Corp.
  

                


        

        
          	
                   
      

                	
                  67.

                	
                  Resource Banking Advisory and Management, Inc.
      

                


        

        
          	
                   
      

                	
                  68.

                	
                  Apidos Select Corporate Credit Fund GP, LLC


                


        

        
          	
                   
      

                	
                  69.

                	
                  Resource Financial Advisors, LLC
      

                


        

        
          	
                   
      

                	
                  70.

                	
                  RRE VIP Borrower, LLC
  

                


        

        
          	
                   
      

                	
                  71.

                	
                  RRE VIP International Village,
      LLC

                


        

        
          	
                   
      

                	
                  72.

                	
                  RRE VIP Regency Park,
  LLC

                


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        SCHEDULE “I”

         

        Real Estate Venture Investments

        


        Legacy
Assets

        1. 
Countryside -
$2MM loan from Resource
Properties XXXI, Inc. to Hopmeadow Development, Inc.  RAI has
pledged its equity interests in RP XXXI to Lenders.

        2. 
Barker Lofts -
$135K loan from RAI to Barker Lofts, LLC.

        3. 
Met Fund XXVI -
 Resource
Properties XXVI, Inc. owns an interest in The Metropolitan Fund: Dover
Pension Investors – 1986 (“Met Fund”).  Met Fund owns boat
slips.

        4. 
National Press
- RAI is the
Class A Member of Press Building, LLC.   The Class B Member is
Trust II - Press Building, LLC.  Can pledge the Economic Interests of the
Class A Member. 

        5. 
St. Cloud –
Subordinate loan held by Resource
Properties VIII, Inc.  RAI has pledged its equity interest in
RP VIII to Lenders.

        6. 
Elkins – $1.4MM
loan from Resource
Properties XVII, Inc. to Elkins West Associates secured by a
DOT.  RAI has pledged its equity interests in RP XVII to
Lenders.

         

        Joint
Ventures

        1. 
HUD MF 2007 -
RRE D2R2
2007-1, LLC can pledge its interests in RRE HUD MF 2007,
LLC.

          

        RRE Sponsored
Funds

        1. 
Resource Real Estate
Investors, L.P. – Resource Capital
Partners, Inc. can pledge its LP interests.

        2. 
Resource Real Estate
Investors II, L.P. - Resource Capital
Partners, Inc. can pledge its LP interests.

        3. 
Resource Real Estate
Investors III, L.P. - Resource Capital
Partners, Inc. can pledge its LP interests.

        4. 
Resource Real Estate
Investors IV, L.P. - Resource Capital
Partners, Inc. can pledge its LP interests.

        5. 
Resource Real Estate
Investors V, L.P. - Resource Capital
Partners, Inc. can pledge its LP interests.

        6. 
Resource Real Estate
Investors 6, L.P. - Resource Capital
Partners, Inc. can pledge its LP interests. 

        7. 
Resource Real Estate
Investors 7, L.P. - Resource Capital
Partners, Inc. can pledge its LP interests.