THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND JOINDER

Exhibit 10.1

THIRD AMENDMENT TO AMENDED AND RESTATED

This THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND JOINDER (“Amendment”), dated as of November 16, 2012, 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 Amended and Restated Loan and Security Agreement dated as of March 10, 2011 among Borrower, Agent and Lenders (as the same has been or may be supplemented, restated, superseded, amended or replaced from time to time, the “Loan Agreement”), Lenders initially made available to Borrower, inter alia, a revolving line of credit and term loan (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. Pursuant to the Loan Agreement, certain affiliates of Borrower (each a “Subsidiary Guarantor” and collectively the “Subsidiary Guarantors”) delivered to Agent various security and collateral documents, including, without limitation: (i) the Surety and Guaranty Agreement made by Subsidiary Guarantors in favor of Agent, (ii) the Guarantor Security Agreement made by Subsidiary Guarantors in favor of Agent, and (iii) the Subsidiary Collateral Pledge Agreement made by certain Subsidiaries in favor of Agent relating to the assets described therein, each as amended, restated, extended, supplemented or otherwise modified in writing from time to time.

D. The Loan Agreement provides that no Subsidiary Guarantor shall create or acquire any Subsidiary unless (a)(i) such Subsidiary becomes party to the Surety and Guaranty Agreement and Guarantor Security Agreement, or (ii) Borrower otherwise provides an opinion of counsel that such Subsidiary is prohibited from becoming a Subsidiary Guarantor pursuant to its organizational documents or any loan documents to which it is a party, and (b) the Capital Stock of such Subsidiary is pledged to Lender.

E. Resource Real Estate, Inc. has created a new Subsidiary, Resource Real Estate Funding II, Inc., a Delaware corporation (“Joining Guarantor”). Joining Guarantor is an indirect Subsidiary of Borrower and, in recognition of the benefits and privileges under the Loan Documents, Joining Guarantor and Borrower have requested that Joining Guarantor be permitted to join into the Loan Documents, as if an original signatory thereto, and Agent and Lender have so consented subject to the terms and conditions hereof.

F. Borrower has requested that Agent and Lenders consent to the payment in full of the Existing Subordinated Debt on its scheduled maturity date and modify, in certain respects, the terms of the Loan Agreement, and Agent and Lenders have agreed to provide such consent and 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. Joinder.

a. Joining Guarantor hereby becomes a Subsidiary Guarantor under the Loan Agreement and the Loan Documents. All references to Subsidiary Guarantors contained in the Loan Agreement and Loan Documents are hereby deemed for all purposes to also refer to and include Joining Guarantor as a Subsidiary Guarantor and Joining Guarantor hereby agrees to comply with all of the terms and conditions of the Loan Documents (to which the other Subsidiary Guarantors are a party) as if an original signatory thereto.

b. Joining Guarantor hereby joins in, assumes, adopts and becomes an Undersigned (as defined therein) under the Surety and Guaranty Agreement. All references to Undersigned contained in the Guaranty are hereby deemed for all purposes to also refer to and include Joining Guarantor as an Undersigned and Joining Guarantor hereby agrees to comply with all of the terms and conditions of the Surety and Guaranty Agreement as if an original signatory thereto. Joining Guarantor is jointly and severally liable for, and hereby guarantees and becomes surety for, the unconditional and prompt payment and performance to Secured Parties of all Obligations.

c. Joining Guarantor hereby joins in, assumes, adopts and becomes a Debtor (as defined therein) under the Guarantor Security Agreement and hereby grants Agent, for the ratable benefit of Secured Parties, a security interest in all of Joining Guarantor’s Collateral (as defined in the Guarantor Security Agreement). All references to Debtors contained in the Guarantor Security Agreement are hereby deemed for all purposes to also refer to and include Joining Guarantor as a Debtor and Joining Guarantor hereby agrees to comply with all of the terms and conditions of the Guarantor Security Agreement as if an original signatory thereto.

2. Amendment to Loan Documents. Upon the effectiveness of this Amendment, the Loan Documents shall be amended as follows:

a. Section 1 of the Loan Agreement shall be amended by deleting the definitions of “Applicable Base Rate”, “Applicable LIBOR Rate” and “Maturity Date” and replacing each as follows:

“Applicable Base Rate” – The Base Rate plus two hundred twenty five (225) basis points.

“Applicable LIBOR Rate” – The Adjusted LIBOR Rate plus three hundred (300) basis points.

“Maturity Date” – The earlier of (a) the date on which the RCM Management Agreement is terminated or expires in accordance with its terms and (b) December 31, 2014.

b. Schedule I to the Sponsored CDO Pledge Agreement is hereby deleted in its entirety and replaced with Schedule I attached to this Amendment as Exhibit A.

3. Consent. Subject to the effectiveness of this Amendment, Agent and Lenders hereby consent to the payment on October 15, 2013 of all amounts then due on the Existing Subordinated Debt in accordance with its terms (the “Subordinated Debt Maturity Payment”), provided that no Significant Default then exists. Agent’s and Lenders’ consent to the Subordinated Debt Maturity Payment shall not otherwise affect the right of Agent and Lenders to demand compliance by Borrower and Subsidiary Guarantors with all of the terms, conditions and provisions of the Loan Agreement and Loan Documents or be deemed a waiver of any other transaction or future action on the part of Borrower and Subsidiary Guarantors requiring Agent or Required Lenders’ consent or approval under the Loan Agreement.

4. Representations and Warranties. Borrower represents and warrants to Agent, Issuing Bank and Lenders that:

a. Prior Representations. Schedule C, Schedule 5.1, Schedule 5.2, Schedule 5.7, Schedule 5.9, Schedule 5.10(a), Schedule 5.11(c)(ii), Schedule 5.14(a), Schedule 5.14(b), Schedule 5.17, Schedule 5.22 and Schedule 7.4(a), are amended and restated in their entirety and collectively attached as Schedule A to this Amendment. After giving effect to the amended and restated Schedules attached hereto as Schedule A to this Amendment, the representations and warranties made to Agent, Issuing Bank and Lenders in the Loan Agreement are true and correct in all material respects.

b. Authorization. The execution and delivery by Borrower of this Amendment (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 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 except as such enforceability may be limited by any federal or state law affecting debtor and creditor rights or relating to the bankruptcy, insolvency, reorganization, arrangement, moratorium, readjustment of debt, dissolution, liquidation or similar laws, proceedings, or equitable principles affecting the enforcement of creditors’ rights, as amended from time to time

d. No Default. No Default or Event of Default exists.

5. 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 expressly 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.

6. Confirmation of Indebtedness. Borrower confirms and acknowledges that as of the close of business on November 15, 2012, (a) it is indebted to Agent and Lenders under the Loan Documents in the aggregate principal amount of $0.00 and (b) Issuing Bank has issued Letters of Credit in the aggregate face amount of $503,057.00, in each case 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.

7. 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 obligations under the Surety and Guaranty Agreement are 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. As security for the payment of the Obligations, and satisfaction by each Subsidiary Guarantor of all covenants and undertakings contained in the Loan Documents, each Subsidiary Guarantor 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 such Subsidiary Guarantor’s now owned or hereafter acquired, created or arising Collateral.

8. 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. Payment to Agent for the ratable benefit of Lenders of a fully earned, non-refundable amendment fee in the amount of $50,000.00;

c. Delivery to Agent of (A) certified copies of resolutions of the board of directors of Joining Guarantor authorizing the execution, delivery and performance of this Amendment and the transactions contemplated hereby, and (B) Joining Guarantor’s certificate of incorporation and by-laws, as applicable;

d. Delivery to Agent of an incumbency certificate for Joining Guarantor identifying all individuals authorized to execute this Amendment, with specimen signatures;

e. Delivery to Agent of a good standing certificate for Joining Guarantor showing Joining Guarantor to be in good standing in its state of organization and in each other state in which it is doing business;

f. Filing of a UCC Financing Statement against Joining Guarantor;

g. Delivery to Agent of an opinion of counsel that each of RA Equityco, LLC, RFIG Partners, LLC, and RFIG Partners II, LLC is prohibited from becoming a Subsidiary Guarantor; and

h. Payment by Borrower of all of Agent’s Expenses.

9. 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.

10. 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.

11. 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.

12. 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.

13. 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.

[Balance of Page Intentionally Blank]

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

BORROWER:

Resource America, Inc.

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Senior Vice President and Chief Financial

Officer

JOINING GUARANTORS:

Resource Real Estate Xxxxxx XX, Inc.

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Senior Vice President and Chief Financial

Officer

AGENT:

TD BANK, N.A.

By: /s/ Xxxx X. Xxxxx

Name: Xxxx X. Xxxxx

Title: Vice President

LENDER:

TD BANK, N.A., as Lender

By: /s/ Xxxx X. Xxxxx

Name: Xxxx X. Xxxxx

Title: Vice President

S-1

AGREED TO AND ACCEPTED:

SURETIES:

Ischus Capital Management, LLC

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Chief Financial Officer

RAI Ventures, Inc.

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Senior Vice President

RCP Financial, LLC

By: Resource Programs, Inc., its sole member

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Senior Vice President and Treasurer

Resource Capital Manager, Inc.

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Senior Vice President

Resource Capital Investor, Inc.

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Chief Financial Officer

S-2

Resource Capital Partners, Inc.

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Senior Vice President

Resource Financial Institutions Group, Inc.

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Vice President and Chief

Financial Officer

Resource Financial Fund Management, Inc.

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Senior Vice President

Resource Housing Investors I, Inc.

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: President

Resource Housing Investors II, Inc.

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: President

S-3

Resource Housing Investors III, Inc.

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: President

Resource Housing Investors IV, Inc.

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: President

Resource Leasing, Inc.

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Treasurer

Resource Programs, Inc.

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Senior Vice President and Treasurer

Resource Properties XVII, Inc.

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: President

Resource Properties XXV, Inc.

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: President

S-4

Resource Properties XXVI, Inc.

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: President

Resource Properties XXX, Inc.

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: President

Resource Properties XXXI, Inc.

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: President

Resource Properties XLVII, Inc.

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: President

Resource Real Estate, Inc.

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Chief Executive Officer

Resource Real Estate Funding, Inc.

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Senior Vice President

S-5

Resource Real Estate Holdings, Inc.

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Vice President and Treasurer

Resource Real Estate Management, LLC

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: President

RRE1 Duraleigh Member, LLC

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Senior Vice President

RRE2 Duraleigh Member, LLC

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Senior Vice President

RRE Avalon Member, LLC

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Senior Vice President

S-6

Resource Capital Partners II, LLC

By: Resource Real Estate, Inc., its sole member

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Chief Executive Officer

RRE Leaseco, LLC

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Senior Vice President

Resource Capital Markets, Inc.

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Chief Financial Officer

RRE D2R2 2007-1, LLC

By: Resource Real Estate, Inc., its sole member

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Chief Executive Officer

RRE Investor, LLC

By: Resource Capital Partners II, LLC, its sole

member

By: Resource Real Estate, Inc., its sole

member

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Chief Executive Officer

S-7

Resource Real Estate Management, Inc.

By: /s/ Xxxxxx X. Xxxxxxxx

Name: Xxxxxx X. Xxxxxxxx

Title: Chief Financial Officer

Resource Real Estate Opportunity

Advisor, LLC

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: Chief Executive Officer

Walnut Street Investments, LLC

By: /s/ Xxxx X. Xxxxxxx

Name: Xxxx X. Xxxxxxx

Title: President

Resource Real Estate Opportunity

Manager, LLC

By: /s/ Xxxxxx X. Xxxxxxxx

Name: Xxxxxx X. Xxxxxxxx

Title: Chief Financial Officer and

Senior Vice President

Resource Income Advisors, Inc.

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Senior Vice President and Chief Financial

Officer

Torsion Capital, LLC

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Chief Financial Officer

S-8

Torsion Advisors, LLC

By: /s/ Xxxxxx X. Xxxxxxx

Name: Xxxxxx X. Xxxxxxx

Title: Chief Financial Officer

Parkwin Services, LLC

By: /s/ Xxxxxx X. Xxxxxxxx

Name: Xxxxxx X. Xxxxxxxx

Title: Vice President and Treasurer

S-9

SCHEDULE A

Selected Updated Schedules to Loan Agreement

SCHEDULE C

LIST OF SUBSIDIARIES NOT GUARANTYING

1.	Resource Securities, Inc. (f/k/a Xxxxxxxx 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 Fountains GP, Inc.

7.	RCP Avalon Manager, Inc.

8.	RCP Falls at Duraleigh Manager, Inc.

9.	RCP Sage Canyon Manager, Inc.

10.	RCP Xxxxxxx Manager, Inc.

11.	RCP Holdco I Manager, Inc.

12.	RCP Reserves Manager, Inc.

13.	RCP Foxglove Manager, Inc.

14.	RCP Santa Fe Manager, Inc.

15.	RCP Regents Center Manager, Inc.

16.	RCP Highland Lodge Manager, Inc.

17.	RCP Grove Manager, LLC

18.	RCP Xxxxxx Bridge Manager, Inc.

19.	RCP Heritage Lake Manager, LLC

20.	RCP Westchase Wyndham Manager, LLC

21.	RCP Pear Tree Manager, LLC

22.	RCP Wind Tree Manager, LLC

23.	RCP Chenal Brightwaters Manager, LLC

24.	Resource Asset Management, LLC

25.	LEAF Asset Management, LLC

26.	FLI Holdings, Inc.

27.	LEAF Financial Corporation

28.	LEAF Funding, Inc.

29.	LEAF Ventures, LLC

30.	Merit Capital Manager, LLC

31.	Merit Capital Advance, LLC

32.	Resource Commercial Mortgages, Inc.

33.	RCP Magnolia Manager, LLC

34.	RCP West Wind Manager, LLC

35.	RCP Ryan’s Crossing Manager, LLC

36.	RCP Memorial Towers Manager, LLC

37.	RCP Villas Manager, LLC

38.	RCP Coach Lantern Manager, LLC

39.	RCP Foxcroft Manager, LLC

40.	RCP Tamarlane Manager, LLC

41.	RCP Park Hill Manager, LLC

42.	RCP Bent Oaks Manager, LLC

43.	RCP Cape Cod Manager, LLC

44.	RCP Woodland Hills Manager, LLC

45.	RCP Woodhollow Manager, LLC

46.	RCP Woodland Village Manager, LLC

47.	Merit Processing, LLC

48.	LEAF Ventures II, LLC

49.	Prompt Payment, LLC

50.	RRE Oak Park Leaseco, LLC

51.	RCP Wyndridge Manager, LLC

52.	RCP Waterstone Manager, LLC

53.	Highland Lodge Holdings, LLC

54.	RRE Highland Lodge Manager, Inc.

55.	RSI I Manager, Inc.

56.	RSI II Manager, Inc.

57.	RA Equityco, LLC

58.	RFIG Partners, LLC

59.	RFIG Partners II, LLC

SCHEDULE 5.1

STATES OF QUALIFICATIONS

Entity Name		State(s) of Qualification

1.	Resource America, Inc.	DE, PA
2.	Ischus Capital Management, LLC	DE, NY
3.	RAI Ventures, Inc.	DE
4.	RCP Financial, LLC	PA
5.	Resource Capital Manager, Inc.	DE, NY
6.	Resource Capital Investor, Inc.	DE
7.	Resource Capital Partners, Inc.	DE, PA, CO
8.	Resource Financial Institutions Group, Inc.	DE
9.	Resource Financial Fund Management, Inc.	DE
10.	Resource Housing Investors I, Inc.	DE
11.	Resource Housing Investors II, Inc.	DE
12.	Resource Housing Investors III, Inc.	DE
13.	Resource Housing Investors IV, Inc.	DE
14.	Resource Leasing, Inc.	DE
15.	Resource Programs, Inc.	DE, PA, NY
16.	Resource Properties XVII, Inc.	DE
17.	Resource Properties XXV, Inc.	DE
18.	Resource Properties XXVI, Inc.	DE
19.	Resource Properties XXX, Inc.	DE, PA
20.	Resource Properties XXXI, Inc.	DE
21.	Resource Properties XLVII, Inc.	DE
22.	Resource Real Estate, Inc.	DE
23.	Resource Real Estate Funding, Inc.	DE, PA, CA
24.	Resource Real Estate Holdings, Inc.	DE
25.	Resource Real Estate Management, LLC	DE
26.	RRE1 Duraleigh Member, LLC	DE
27.	RRE2 Duraleigh Member, LLC	DE
28.	RRE Avalon Member, LLC	DE
29.	Resource Capital Partners II, LLC	DE
30.	RRE Leaseco, LLC	DE
31.	Resource Capital Markets, Inc.	DE
32.	RRE D2R2 2007-1, LLC	DE
33.	RRE Investor, LLC	DE
34.	Resource Real Estate Management, Inc.	DE, CA, OH, PA, CT,
		AL, FL, SC
35.	Resource Real Estate Opportunity Advisor, LLC	DE
36.	Walnut Street Investments, LLC	DE
37.	Resource Real Estate Opportunity Manager, LLC	DE
38.	Parkwin Services, LLC	DE, D.C., MD
39.	Resource Income Advisors, Inc.	DE

40.	Torsion Capital, LLC	DE
41.	Torsion Advisors, LLC	DE
42.	Resource Real Estate Funding II, Inc.	DE, PA

SCHEDULE 5.2

PLEACES OF BUSINESS

0000 Xxxxxx Xxxxxx, 0 xxx 00xx Xxxxx

Xxxxxxxxxxxx, XX 00000

0000 Xxxxxx Xxxxxx, 00xx Xxxxx

Xxxxxxxxxxxx, XX 00000

000 Xxxxx Xxxxxx, 00xx Xxxxx

Xxx Xxxx, XX 00000

One Crescent Drive, Suite 000

Xxxx Xxxx Xxxxxxxxx Xxxxxx

Xxxxxxxxxxxx, XX 00000

0000 Xxxxxxxxx Xxxxxx, Xxxxx 0000

Xx Xxxxxxx, XX 00000

Resource Europe Management LTD

0 Xxxxx Xx

Xxxxxx, Xxxxxxx X0X 0XX

0000 Xxxx Xxxxx Xxxxxx, Xxxxx 000

Xxxxxx, XX 00000

Resource Real Estate Management

14301 First National Xxxx Xxxxxxx

Xxxxx 000

Xxxxx, XX 00000

Resource Securities, Inc. (Singapore Branch)

Ocean Financial Tower

00 Xxxxxxx Xxxx, Xxxxx 00

Xxxxxxxxx 000000

SCHEDULE 5.7

FEDERAL TAX ID AND STATE ID NO.

Entity Name	EIN	State Id No.
Resource America, Inc.	00-0000000	636908
Ischus Capital Management, LLC	00-0000000	3795325
RAI Ventures, Inc.	00-0000000	3270521
RCP Financial, LLC	00-0000000	568031
Resource Capital Manager, Inc.	00-0000000	3919391
Resource Capital Investor, Inc.	00-0000000	3931224
Resource Capital Partners, Inc.	00-0000000	3562036
Resource Financial Institutions Group, Inc.	00-0000000	3929004
Resource Financial Fund Management, Inc.	00-0000000	3530885
Resource Housing Investors I, Inc.	00-0000000	2713100
Resource Housing Investors II, Inc.	00-0000000	2713232
Resource Housing Investors III, Inc.	00-0000000	2713037
Resource Housing Investors IV, Inc.	00-0000000	2713230
Resource Leasing, Inc.	00-0000000	2518557
Resource Programs, Inc.	00-0000000	2171187
Resource Properties XVII, Inc.	00-0000000	2489294
Resource Properties XXV, Inc.	00-0000000	2629014
Resource Properties XXVI, Inc.	00-0000000	2678319
Resource Properties XXX, Inc.	00-0000000	2629018
Resource Properties XXXI, Inc.	00-0000000	2464161
Resource Properties XLVII, Inc.	00-0000000	2864483
Resource Real Estate, Inc.	00-0000000	3799469
Resource Real Estate Funding, Inc.	00-0000000	4109391
Resource Real Estate Holdings, Inc.	00-0000000	3624814
Resource Real Estate Management, LLC	00-0000000	3976137
RRE1 Duraleigh Member, LLC	00-0000000	3900088
RRE2 Duraleigh Member, LLC	00-0000000	3900089
RRE Avalon Member, LLC	00-0000000	3906054
Resource Capital Partners II, LLC	00-0000000	4604475
RRE Leaseco, LLC	00-0000000	4346241
Resource Capital Markets, Inc.	00-0000000	4550415
XXX X0X0 0000-0, LLC	00-0000000	4428599
RRE Investor, LLC	00-0000000	4685839
Resource Real Estate Management, Inc.	00-0000000	4404764
Resource Real Estate Opportunity Advisor, LLC	00-0000000	0000000
Xxxxxx Xxxxxx Investments, LLC	00-0000000	4942797
Resource Real Estate Opportunity Manager, LLC	00-0000000	4696257
Parkwin Services, LLC	00-0000000	4956185
Resource Income Advisors, Inc.	00-0000000	4956941
Torsion Capital, LLC	00-0000000	5037586
Torsion Advisors, LLC	00-0000000	5056141
Resource Real Estate Funding II, Inc.	00-0000000	5176588

SCHEDULE 5.10(a)

EXISTING GUARANTIES, INVESTMENTS AND BORROWINGS

GUARANTEES:

Limited Loan Guarantee dated as of July ___, 2012

Guarantor Borrower Lender

Borrower Lease Equity Appreciation Fund I, L.P. Portigon Financial Services

Lease Equity Appreciation Fund II, L.P.

INVESTMENTS: Balance at 6/30/12

Investments in real estate, net $ 19,356,205.54

Investment Securities, at fair value: $ 19,880,490.71

Investment in Unconsolidated Entities: $ 12,740,007.33

Investment in Unconsolidated Loan Manager $ 35,980,029.29

INTERCOMPANY BORROWINGS:

Lender	Borrower	Balance at 6/30/12
Resource Programs	RAI Corporate	$	24,286,173.44
RAI Corporate	Real Estate		17,347,647.05
Resource Capital Partners, Inc.	RAI Corporate		43,862,652.95
Resource Real Estate Funding	RAI Corporate		233,169.95
Resource Real Estate Management, Inc.	RAI Corporate		1,000.00
Resource Leasing	RAI Corporate		35,732,287.36
RAI Corporate	LEAF Financial Corp		47,783,115.10
RAI Corporate	Flih		17,946,115.76
RAI Corporate	Resource Financial Fund Management		24,706,624.80
RAI Corporate	Ischus		28,013,390.05
RAI Corporate	RFIG		5,581,655.57
RAI Corporate	Resource Capital Manager, Inc.		2,023,319.46
Resource Capital Investor	RAI Corporate		4,235,139.97
RAI Corporate	Trapeza		94,399.79
RAI Corporate	Resource Asset Management, Inc. (RAMI)		733,546.25
RAI Corporate	RAI Ventures		6,395,780.24
RAI Corporate	Resource Securities, Inc.		1,572,042.83
RAI Corporate	Resource Europe		284,600.79
RAI Corporate	Resource Capital Markets, Inc.		2,707,556.43
Resource Real Estate	Resource Programs		41,416,593.38
Resource Real Estate Funding	Resource Capital Manager		6,940,036.03
LEAF Financial	Resource Financial Fund Mgt.		77,769.69
Resource Capital Markets	Resource Securities, Inc.		50,461.19
Resource Capital Partners, Inc.	Resource Securities, Inc.		233,279.02
Resource Securities, Inc.	Resource Real Estate Opportunity Advisor		101,530.92
Resource Europe	Resource Securities, Inc.		65,934.99
Resource Europe	Resource Capital Markets, Inc.		151,455.12

RRE Opportunity Advisor, LLC	Resource Securities, Inc.	156,811.36
RRE Opportunity Advisor, LLC	RAI Corporate	2,884.92
Resource Capital Markets	Resource Financial Fund Management	2,253,684.18
Resource Capital Markets	Resource Capital Manager, Inc.	109,394.75

		BALANCE AT
LENDER	BORROWER	6/30/12

Senior Notes	Resource America, Inc.	$	10,000,000
Resource Capital Corp.	Resource Capital Partners, Inc.		1,677,432
Cantor Commercial Real Estate Lending, L.P.	Resource RSI Phase I & II, LLC		10,573,532
CIT	Resource America, Inc.		365,929
			22,616,893
TD Bank, N.A.	Resource America, Inc. line of credit		0
Total borrowings per balance sheet at 6/30/12:		$	22,616,893

SCHEDULE 5.11(c)(ii)

The Resource America, Inc. Employee Stock Ownership Plan (“ESOP”)

The Company had sponsored an Employee Stock Ownership Plan (“ESOP”) which was a qualified non-contributory retirement plan. The Company has terminated the ESOP and, in connection with this termination, distributed the remaining plan assets to participants and liquidated the ESOP trust in the fourth quarter of fiscal 2012.

The Resource America, Inc. Investment Savings Plan (“401k”)

The Company sponsors a qualified 401(k) Plan to enable employees to save for their retirement on a tax deferred basis. On January 1, 2012, the Plan was amended to become a Safe Harbor Plan and the match was changed to equal (1) 100% of participant contributions up to the first 3% of participant compensation, plus (2) 50% of participant contributions on the next 2% of participant compensation. In addition, matching contributions made after January 1, 2012 are 100% vested. As of September 30, 2012, the Plan is in compliance with all regulatory requirements.

SCHEDULE 5.14(a)

OTHER ASSOCIATIONS

Resource Financial Fund Management holds a Limited Partnership interest in each of the partnerships below:

	Percentage of Limited
Entity	Partnership Interests Owned
Trapeza Partners I L.P.		10.15%

Trapeza Partners II L.P		7.73%

Trapeza Partners III L.P.		6.10%

Trapeza Partners IV L.P.		5.04%

Trapeza Partners V L.P.		13.25%

Compass Island Partners, L.P.		10.00%

Compass Island Partners A, L.P.		10.00%

Cradle Cove Partners, L.P.		10.51%

Cradle Cove Partners II, L.P.		5.81%

Cradle Cove Investment Opportunities Fund, L.P.		5.90%

Cradle Cove Investment Opportunities Fund A, L.P.		0.10%

Cradle Cove Investment Opportunities Fund C, L.P.		0.10%

CVC Global Credit Opportunities Fund, L.P.		2.70%

SCHEDULE 5.14(b)

SPONSORED CDO OFFERINGS AND STRUCTURED FINANCE INVESTMENTS

Direct Investments in CDOs	Total $ CDO Equity		RFFM $ Share of Equity
Trapeza IX		23,000,000		1,000,000
Trapeza X		39,500,000		2,500,000
Trapeza XII		25,000,000		950,000
Trapeza XIII		30,000,000		2,500,000
Ischus I (RFFM)		17,000,000		500,000
Ischus XX XXXX 2007-1		15,800,000		1,000,000
Ischus Mezz III		23,000,000		2,000,000
Ischus Synthetic II		36,000,000		3,000,000
Apidos IV		27,000,000		1,000,000
Apidos Quattro		25,500,000		1,000,000
Apidos IX		38,925,000		1,287,330

Total Direct Equity Investments in CDOs		300,725,000		16,737,330

Investment in CDOs Through	Total Partnership Capital		RFFM Share of
Trapeza Partnerships	Allocated to CDO		Partnership Cap		% Owned
Trapeza III		18,032,100		1,100,000		6.10
Trapeza IV		7,542,600		380,000		5.04
Trapeza V		8,300,100		1,100,000		13.25
Total Investments in CDOs		33,874,800		2,580,000		7.62

Investment in Joint Ventures		Total Investment Amount
CVC Credit Partners, L.P.		$	35,980,029

SCHEDULE 5.17

CAPITAL STOCK OR UNITS

	Authorized Shares / Units /	Shares/Units/
	% Interests Issued	% Interests

RESOURCE AMERICA, INC.
Preferred Stock	1,000,000	0
Common Stock	49,000,000	18,308,813
Ischus Capital Management, LLC	100%	100%
RAI Ventures, Inc.	1,000	100
RCP Financial, LLC	100%	100%
Resource Capital Manager, Inc.	1,000	1,000
Resource Capital Investor, Inc.	1,000	1,000
Resource Capital Partners, Inc.	1,000	100
Resource Financial Institutions Group, Inc.	1,000	1,000
Resource Financial Fund Management, Inc.	1,000	100
Resource Housing Investors I, Inc.	1,000	100
Resource Housing Investors II, Inc.	1,000	100
Resource Housing Investors III, Inc.	1,000	100
Resource Housing Investors IV, Inc.	1,000	100
Resource Leasing, Inc.	1,000	100
Resource Programs, Inc.	100	100
Resource Properties XVII, Inc.	1,000	100
Resource Properties XXV, Inc.	1,000	100
Resource Properties XXVI, Inc.	1,000	100
Resource Properties XXX, Inc.	1,000	100
Resource Properties XXXI, Inc.	1,000	100
Resource Properties XLVII, Inc.	1,000	100
Resource Real Estate, Inc.	1,000	100
Resource Real Estate Funding, Inc.	1,000	1,000
Resource Real Estate Holdings, Inc.	1,000	100
Resource Real Estate Management, LLC	100%	100%
RRE1 Duraleigh Member, LLC	100%	100%
RRE2 Duraleigh Member, LLC	100%	100%
RRE Avalon Member, LLC	100%	100%
Resource Capital Partners II, LLC	100%	100%
RRE Leaseco, LLC	100%	100%
Resource Capital Markets, Inc.	1,000	1,000
XXX X0X0 0000-0, LLC	100%	100%
RRE Investor, LLC	100%	100%
Resource Real Estate Management, Inc.	1,000	1,000
Resource Securities, Inc.	1,000	1,000
Resource Europe Management Limited	1	1
Resource RSI Phase I, LLC	100%	100%

Resource RSI Phase II, LLC	100%	100%
RCP Nittany Pointe Manager, Inc.	1,000	100
RCP Fountains GP, Inc.	1,000	100
RCP Avalon Manager, Inc.	1,000	1,000
RCP Falls at Duraleigh Manager, Inc.	1,000	1,000
RCP Sage Canyon Manager, Inc.	1,000	1,000
RCP Xxxxxxx Manager, Inc.	1,000	1,000
RCP Holdco I Manager, Inc.	1,000	1,000
RCP Reserves Manager, Inc.	1,000	1,000
RCP Foxglove Manager, Inc.	1,000	1,000
RCP Santa Fe Manager, Inc.	1,000	1,000
RCP Regents Center Manager, Inc.	1,000	1,000
RCP Highland Lodge Manager, Inc.	1,000	1,000
RCP Grove Manager, LLC	100%	100%
RCP Xxxxxx Bridge Manager, Inc.	1,000	1,000
RCP Heritage Lake Manager, LLC	100%	100%
RCP Westchase Wyndham Manager, LLC	100%	100%
RCP Pear Tree Manager, LLC	100%	100%
RCP Wind Tree Manager, LLC	100%	100%
RCP Chenal Brightwaters Manager, LLC	100%	100%
Resource Asset Management, LLC	30,000,000	22,500,000
LEAF Asset Management, LLC	100%	100%
FLI Holdings, Inc.	1,000	100
LEAF Financial Corporation	10,000,000	9,900,000
LEAF Funding, Inc.	1,000	1,000
LEAF Ventures, LLC	100%	100%
Merit Capital Manager, LLC	100%	100%
Merit Capital Advance, LLC	100%	100%
Resource Commercial Mortgages, Inc.	1,000	100
RCP Magnolia Manager, LLC	100%	100%
RCP West Wind Manager, LLC	100%	100%
RCP Ryan’s Crossing Manager, LLC	100%	100%
RCP Memorial Towers Manager, LLC	100%	100%
RCP Villas Manager, LLC	100%	100%
RCP Coach Lantern Manager, LLC	100%	100%
RCP Foxcroft Manager, LLC	100%	100%
RCP Tamarlane Manager, LLC	100%	100%
RCP Park Hill Manager, LLC	100%	100%
RCP Bent Oaks Manager, LLC	100%	100%
RCP Cape Cod Manager, LLC	100%	100%
RCP Woodland Hills Manager, LLC	100%	100%
RCP Woodhollow Manager, LLC	100%	100%
Merit Processing, LLC	100%	100%
LEAF Ventures II, LLC	100%	100%
Prompt Payment, LLC	100%	100%
RRE Oak Park Leaseco, LLC	100%	100%
RCP Wyndridge Manager, LLC	100%	100%

RCP Waterstone Manager, LLC	100%	100%
RCP Woodland Village Manager, LLC	100%	100%
Resource Real Estate Opportunity Advisor, LLC	100%	100%
Walnut Street Investments, LLC	100%	100%
Resource Real Estate Opportunity Manager, LLC	100%	100%
Parkwin Services, LLC	100%	100%
Resource Income Advisors, Inc.	100%	100%
Torsion Capital, Inc.	100%	100%
Torsion Advisors, Inc.	100%	100%
Highland Lodge Holdings, LLC	100%	100%
RRE Highland Lodge Manager, Inc.	100%	100%
RSI I Manager, Inc.	100%	100%
RSI II Manager, Inc.	100%	100%
RA Equityco, LLC	100%	100%
Resource Real Estate Funding II, Inc.	1,000	1,000
RFIG Partners, LLC	100%	100%
RFIG Partners II, LLC	100%	100%

SCHEDULE 5.22

DEPOSIT ACCOUNTS

Resource America	The Bancorp Bank
Resource America	TD Bank N.A.
Resource America	TD Bank N.A.
Resource Financial Fund Management, Inc.	TD Bank N.A.
Resource Financial Fund Management, Inc.	TD Bank N.A.
Resource Financial Institutions Group	TD Bank N.A.
Resource Capital Manager, Inc.	TD Bank N.A.
Resource Capital Investor, Inc.	TD Bank N.A.
Ischus Capital Management LLC	TD Bank N.A.
Resource Capital Markets, Inc.	TD Bank N.A.
Resource Capital Partners, Inc.	TD Bank N.A.
Resource Real Estate Funding, LLC	TD Bank N.A.
Resource Real Estate Management, Inc.	TD Bank N.A.
RRE D2R2 2007-1, LLC	TD Bank N.A.
Resource Capital Partners, Inc.	Bank of America

SCHEDULE 7.4(a)

AFFILIATE TRANSACTIONS

Receivables and Payables with Related Parties

	June 30,		September 30,
	2012		2011
Receivables from managed entities and related parties, net:
Commercial finance investment entities	$	19,853	$	29,725
Real estate investment entities		18,398		19,796
Financial fund management investment entities		3,550		2,652
RSO		4,907		2,539
Other		209		103
Receivables from managed entities and related parties	$	46,917	$	54,815

Payables due to managed entities and related parties, net:
Real estate investment entities	$	1,396	$	1,010
RSO		30		222
Payables to managed entities and related parties	$	1,426	$	1,232

Fees and Expenses Reimbursements With Related Parties

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2012			2011			2012			2011
Fees from unconsolidated investment entities (1) :
Real estate(2)	$	4,405		$	3,753		$	12,862		$	9,909
Financial fund management		765			1,038			2,468			3,523
RSO:
Management, incentive and servicing fees		4,181			2,582			11,521			8,880
Dividends received		510			612			1,646			1,835
Reimbursement of expenses		1,134			687			2,731			1,708
RRE Opportunity REIT: Reimbursement of costs and expensesand expenses		150			473			785			1,441
Dividends received		14			−			14			−
Atlas Energy, L.P. - reimbursement of net costs and expenses		160			220			478			830
LEAF:
Reimbursement of net costs and expenses		84			−			226			−
Payment for rent and related expenses		(193	)		−			(497	)		−
Payment for sub-servicing the commercial finance investment partnerships		(585	)		−			(1,696	)		−
1845 Walnut Associates Ltd - payment of rent and operating expenses		(155	)		(152	)		(469	)		(522	)
Graphic Images, LLC - payment for printing services		(34	)		(61	)		(136	)		(96	)
9 Henmar LLC - payment of broker/consulting fees		(20	)		(20	)		(42	)		(46	)
Ledgewood P.C. - payment for legal services		(239	)		(357	)		(508	)		(491	)
TBBK – reimbursement of net costs and expenses		32			8			106			8

EXHIBIT A

Schedule I to Subsidiary Collateral Pledge Agreement

EXHIBIT A

SCHEDULE I

Collateral

The following Collateral is hereby pledged by each respective Pledgor to Secured Party pursuant to the Collateral Pledge Agreement to which this Schedule is attached:

A. Pledged Capital Stock

Name of Corporation	State of Inc.	Class of Stock	Certificate No.	Number of Shares	Pledgor
Resource Capital Corp.	MD	Common	CUSIP 00000X000 00000X000	100,000 11,349	Resource Capital Manager, Inc.
Resource Capital Corp.	MD	Common	XXX-000 XXX-000 XXX-000 XXX-000 XXX-000 XXX-000 RCC-497 XXX-000 XXX-000 XXX-000 XXX-000 XXX-000 XXX-000 XXX-000 XXX-000 XXX-000 XXX-000 XXX-000 TBD	5,738 2,086 6,252 9,960 11,349 26,194 17,839 42,239 26,097 143,334 73,815 124,688 53,490 4,482 29,808 45,938 28,252 83,776 34,506	Resource Capital Manager, Inc.
Resource Capital Corp.	MD	Common	CUSIP 0000X000	900,000	Resource Capital Investor, Inc.
Resource Capital Corp.	MD	Common		200,000	Resource Capital Investor, Inc.
Resource Capital Manager, Inc.	DE	Common	1	1,000	Resource Financial Fund Management, Inc.
Resource Financial Institutions Group, Inc.	DE	Common	1	1,000	Resource Financial Fund Management, Inc.
Resource Real Estate Funding, Inc.	DE	Common	1	1,000	Resource Real Estate, Inc.
Resource Real Estate Funding II, Inc.	DE	Common	1	1,000	Resource Real Estate, Inc.
Resource Capital Partners, Inc.	DE	Common	3	100	Resource Real Estate, Inc.
Resource Real Estate, Inc.	DE	Common	1	1,000	Resource Real Estate Holdings, Inc.
Resource Real Estate Management, Inc.	DE	Common	1	1,000	Resource Capital Partners, Inc.
Resource Capital Markets, Inc.	DE	Common	1	1,000	RAI Ventures

B. Pledged Partnership Interests

Name of Partnership	Type of Partnership	Partnership Interests Pledged	Percentage of Pledged Units	Percentage of Total	Pledgor
Trapeza Partners L.P.	Limited	2,750,000	100%	10.15	Resource Financial Fund Management, Inc.
Trapeza Partners II L.P.	Limited	3,000,000	100%	7.73	Resource Financial Fund Management, Inc.
Trapeza Partners III L.P.	Limited	1,100,000	100%	6.10	Resource Financial Fund Management, Inc.
Trapeza Partners IV L.P.	Limited	380,000	100%	5.04	Resource Financial Fund Management, Inc.
Trapeza Partners V L.P.	Limited	1,100,000	100%	13.25	Resource Financial Fund Management, Inc.
Compass Island Partners, L.P.	Limited	1,743,472	100%	10.0	Resource Financial Fund Management, Inc.
Compass Island Partners A, L.P.	Limited	1,965,442	100%	10.0	Resource Financial Fund Management, Inc.
Cradle Cove Partners, L.P.	Limited	1,182,408	100%	10.5	Resource Financial Fund Management, Inc.
Cradle Cove Partners II, L.P.	Limited	737,315	100%	5.8	Resource Financial Fund Management, Inc.
Cradle Cove Investment Opportunities Fund, L.P.	Limited	214,400	100%	5.9	Resource Financial Fund Management, Inc.
Compass Island Investment Opportunities Fund A, L.P.	Limited	1,000	100%	0.1	Resource Financial Fund Management, Inc.
Compass Island Investment Opportunities Fund C, L.P.	Limited	1,000	100%	0.1	Resource Financial Fund Management, Inc.
CVC Global Credit Opportunities Fund, L.P.	Limited	250,000	100%	2.70%	Resource Financial Fund Management, Inc.
RCP Partners, LP	Limited	0	100%	99	Resource Programs, Inc.
Resource Real Estate Investors, L.P.	Limited	95,138.89	100%	11.50	Resource Capital Partners, Inc.
Resource Real Estate Investors II, L.P.	Limited	92,264.21	100%	6.43	Resource Capital Partners, Inc.
Resource Real Estate Investors III, L.P.	Limited	186,375.90	100%	7.40	Resource Capital Partners, Inc.
Resource Real Estate Investors IV, L.P.	Limited	163,954.08	100%	5.53	Resource Capital Partners, Inc.
Resource Real Estate Investors V, L.P.	Limited	220,825.89	100%	6.28	Resource Capital Partners, Inc.

Name of Partnership	Type of Partnership	Partnership Interests Pledged	Percentage of Pledged Units	Percentage of Total	Pledgor
Resource Real Estate Investors 6, L.P.	Limited	204,678.36	100%	5.73	Resource Capital Partners, Inc.
Resource Real Estate Investors 7, L.P.	Limited	180,768.33	100%	5.53	Resource Capital Partners, Inc.
The Metropolitan Fund: Dover Pension Investors – 1986	Limited	7,000	100%	7.000	Resource Properties XXV, Inc.

C. Pledged Membership Interests

Name of Limited Liability Company	State of Org.	Class of Membership Interests	Percentage Voting Interest	Percentage Economic Interest	Pledgor
Resource Real Estate Management, LLC	DE	Voting	100%	100%	Resource Capital Partners, Inc.
Ischus Capital Management, LLC	DE	Voting	100%	100%	Resource Financial Fund Management, Inc.
Trapeza Capital Management, LLC	DE	Voting	50%	50%	Resource Financial Fund Management, Inc.
Trapeza Funding, LLC	DE	Voting	50%	50%	Resource Financial Fund Management, Inc.
Trapeza Funding II, LLC	DE	Voting	50%	50%	Resource Financial Fund Management, Inc.
Trapeza Funding III, LLC	DE	Voting	50%	50%	Resource Financial Fund Management, Inc.
Trapeza Funding IV, LLC	DE	Voting	50%	50%	Resource Financial Fund Management, Inc.
Trapeza Funding V, LLC	DE	Voting	50%	50%	Resource Financial Fund Management, Inc.
Trapeza TPS, LLC	DE	Voting	50%	50%	Resource Financial Fund Management, Inc.
Trapeza Management Group, LLC	DE	Voting	33.3%	33.3%	Resource Financial Fund Management, Inc.
RCP Financial LLC	PA	Voting	100%	100%	Resource Programs, Inc.
RRE Leaseco, LLC	DE	Voting	100%	100%	Resource Real Estate, Inc.
Walnut Street Investments, LLC	DE	Voting	100%	100%	Resource Capital Partners II, LLC
Resource Capital Partners II, LLC	DE	Voting	100%	100%	Resource Real Estate, Inc.
RRE Investor, LLC	DE	Voting	100%	100%	Resource Capital Partners II, LLC
RRE D2R2 2007-1, LLC	DE	Voting	100%	100%	Resource Real Estate, Inc.
Resource Real Estate Opportunity Advisor, LLC	DE	Voting	100%	100%	Resource Real Estate, Inc.
Resource Real Estate Opportunity Manager, LLC	DE	Voting	100%	100%	Resource Real Estate, Inc.
RRE1 Duraleigh Member, LLC	DE	Voting	100%	100%	Resource Capital Partners, Inc.
RRE2 Duraleigh Member, LLC	DE	Voting	100%	100%	Resource Capital Partners, Inc.
RRE Avalon Member, LLC	DE	Voting	100%	100%	Resource Capital Partners, Inc.
Parkwin Services, LLC	DE	Voting	100%	100%	Resource Capital Partners II, LLC
Torsion Capital, LLC	DE	Voting	100%	100%	Resource Financial Fund Management, Inc.
Torsion Advisors, LLC	DE	Voting	100%	100%	Resource Financial Fund Management, Inc.

D. Other Pledged Equity Interests

Name of LLC	State of Org.	Interest	Certificate / Note Number	Dollar Amount / Preferred Shares	Pledgor
Trapeza CDO IX, Ltd.	Cayman Islands	Sub Notes	X-x	$1,000,000	Resource Financial Fund Management, Inc.
Trapeza CDO X, Ltd.	Cayman Islands	Sub Notes	R-29	$2,500,000	Resource Financial Fund Management, Inc.
Trapeza CDO XII, Ltd.	Cayman Islands	Sub Notes	R-3	$950,000	Resource Financial Fund Management, Inc.
Trapeza CDO XIII, Ltd.	Cayman Islands	Sub Notes	R-2	$2,500,000	Resource Financial Fund Management, Inc.
Ischus CDO I Ltd.	Cayman Islands	Preference Shares	R-4	500 Preference Shares	Resource Financial Fund Management, Inc.
Ischus Mezzanine CDO III, Ltd.	Cayman Islands	Preference Shares	C-l	2,000 Preference Shares	Resource Financial Fund Management, Inc.
Ischus Synthetic ABS CDO 2006-2 Ltd.	Cayman Islands	Preference Shares	004	3,000,000 Preference Shares	Resource Financial Fund Management, Inc.
HG-COLL 2007-1 Ltd.	Cayman Islands	Preference Shares	004	1,000,000 Preference Shares	Resource Financial Fund Management, Inc.
Apidos CDO IV	Cayman Islands	Sub Notes	C-l	$1,000,000	Resource Financial Fund Management, Inc.
Apidos Quattro CDO	Cayman Islands	Sub Notes	C-l	$1,000,000	Resource Financial Fund Management, Inc.
Apidos CLO IX	Cayman Islands	Sub Notes	C-2	$1,287,330	Resource Financial Fund Management, Inc.

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Table of Contents

THIRD AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT AND JOINDER

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