NOTE 27 – SUBSEQUENT EVENTS

Securitization of leases and loans. On October 28, 2011, LEAF completed a $105.0 million securitization. A newly-formed subsidiary of LEAF issued eight classes of notes which are asset-backed debt, secured and payable by certain assets of LEAF. The notes included eight fixed rate classes of notes ranging from 0.4% to 5.5%, rated by both DBRS, Inc and Moody's Investors Services, Inc. and mature from October 2012 to March 2019.

The November 2011 LCC Transaction. On November 16, 2011, the Company and LEAF, together with RCC and Resource TRS, Inc., a wholly-owned subsidiary of RCC (“TRS”), entered into a stock purchase agreement and related agreements (collectively the “SPA”) with Eos Partners, L.P., a private investment firm, and its affiliates (“Eos”). Pursuant to the SPA, Eos invested $50.0 million in cash in LEAF in exchange for 50,000 shares of newly-issued 12% Series A Participating Preferred Stock (the “Series A Preferred Stock”), and warrants to purchase 2,954 shares of LEAF common stock for an exercise price of $.01 per share collectively representing, on a fully-diluted basis, a 45.1% interest in LEAF.

In exchange for its prior interest in LEAF, TRS received 31,341 shares of Series A Preferred Stock, 4,872 shares of newly issued 8% Series B Redeemable Preferred Stock (the “Series B Preferred Stock”) and 2,364 shares of newly issued Series D Redeemable Preferred Stock (the “Series D Preferred Stock”), collectively representing, on a fully-diluted basis, a 26.7% interest in LEAF.

The Company will retain 18,414 shares of LEAF $.001 par value common stock, representing a fully-diluted interest of 15.7%, and senior management of LEAF will maintain its current level of ownership.

The Series A Preferred Stock is voting, convertible to common stock at the option of the holder, and mandatorily converts upon the consummation of an initial public offering or certain other events. The Series B and Series D Preferred Stock are non-voting and are redeemable by LEAF at any time. The Series D Preferred Stock mandatorily converts upon the consummation of an initial public offering or certain other events.

In connection with the transactions, Eos received specified control rights of LEAF, including rights with respect to approving or initiating fundamental corporate transactions.

Simultaneous with the closing of the Eos investment, LEAF obtained a commitment from Versailles Assets LLC, an asset-backed commercial paper conduit administered by Natixis, to provide funding of an additional $75.0 million, increasing the total availability under LEAF's existing revolving credit facility to $185.0 million.

LEAF used approximately $11.2 million of the Eos investment to repay indebtedness owed to TRS ($8.5 million) and the Company ($2.7 million), representing 85% of the outstanding indebtedness owed to TRS and the Company that was funded in the form of inter-company advances prior to the closing of this transaction. As a result of the transactions described herein, the Company will deconsolidate LEAF and account for its investment in LEAF on the equity method on a going forward basis.

In accordance with the SPA, the Company and TRS have undertaken a contingent obligation with respect to the value of the equity on the balance sheet of LEAF Receivables Funding 3, LLC (“LRF 3”), a wholly-owned subsidiary of LEAF which owns equipment, equipment leases and notes. To the extent that the value of the equity on the balance sheet of LRF 3 is less than approximately $18.7 million (the value of the equity of LRF 3 on the date it was contributed to LEAF by TRS), as of the final testing date within 90 days of December 31, 2013, the Company and TRS have agreed to be jointly and severally obligated to contribute cash to LEAF to make up the deficit.

The following reflects selected consolidated balance sheet line items on a pro forma basis, giving effect to the deconsolidation of LEAF as of September 30, 2011, as follows (in thousands):

	As Reported at September 30, 2011		Deconsolidation of LEAF			Pro forma at September 30, 2011
Assets:
Restricted cash	$	20,257	$	(17,317	)	$	2,940
Investments in commercial finance, net		192,012		(192,012	)		−
Goodwill		7,969		(7,969	)		−
Total assets		422,506		(227,893	)		194,613

Liabilities:
Accrued expenses and other liabilities	$	40,887	$	(10,486	)	$	30,401
Borrowings		222,659		(184,700	)		37,959
Total liabilities		264,778		(195,374	)		69,404

The Company has evaluated subsequent events through the filing of this Form 10-K and determined there were no events that have occurred that would require adjustments to the consolidated financial statements.