GUARANTY

This GUARANTY (this “ Guaranty ”), dated as of April __, 2007, made by RESOURCE CAPITAL CORP. , a Maryland corporation, having an address at 712 Fifth Avenue, 10 ^th Floor, New York, New York 10019 (“ Guarantor ”), in favor of NATIXIS REAL ESTATE CAPITAL, INC. , a New York corporation, having an address at 9 West 57th Street, 36 ^th Floor, New York, New York 10019 (together with its successors and assigns, “ Buyer ”).

A.   Pursuant to that certain Master Repurchase Agreement, dated as of the date hereof (as the same may be amended, modified, supplemented or restated from time to time, the “ Repurchase Agreement ”), between RCC Real Estate SPE 3, LLC (“ Seller ”) and Buyer, Buyer has agreed, to purchase certain Eligible Loans, Eligible Preferred Equity Assets and Eligible Securities with a simultaneous agreement from Seller to repurchase such Eligible Assets on a date certain or on demand in accordance with the Repurchase Agreement (the “ Transaction ”);

B.   As a condition to Buyer’s entering into the Repurchase Agreement, Buyer is requiring that Guarantor execute and deliver to Buyer this Guaranty; and

C.   Guarantor hereby acknowledges that Guarantor will materially benefit from Buyer’s agreeing to enter into the Repurchase Agreement;

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor agrees as follows

1.    Definitions. All capitalized terms used and not defined herein shall have the respective meanings given such terms in the Repurchase Agreement.

2.    Guaranty.

(a)    Guaranty of Loan Obligations . Guarantor irrevocably and unconditionally guarantees to Buyer the prompt payment when due, whether on the Repurchase Date, by acceleration or otherwise, of all obligations and liabilities of Seller for which Seller is, or shall become, personally liable pursuant to the Repurchase Agreement and the other Transaction Documents as and to the extent provided in Section 31 of the Repurchase Agreement (collectively, the “ Guaranteed Obligations ”).

(b)    All sums payable to Buyer under this Guaranty shall be payable on demand and without reduction for any offset, claim, counterclaim or defense.

(c)    Guarantor hereby agrees to indemnify, defend and save harmless Buyer from and against any and all actual out-of-pocket costs, losses, liabilities, claims, causes of action, expenses and damages, including reasonable attorneys’ fees and disbursements, which Buyer may suffer or which otherwise may arise by reason of Seller’s failure to pay any of the Guaranteed Obligations when due, irrespective of whether such costs, losses, liabilities, claims,

(d)    Guarantor agrees that no portion of any sums applied (other than sums received from Guarantor in full or partial satisfaction of its obligations hereunder), from time to time, in reduction of the amounts due with respect to the Transactions under the Repurchase Agreement or other Transaction Documents (collectively, the “ Transaction Obligations ”) shall be deemed to have been applied in reduction of the Guaranteed Obligations until such time as the Transaction Obligations have been paid in full, or Guarantor shall have made the full payment required hereunder, it being the intention hereof that the Guaranteed Obligations shall be the last portion of the Transaction Obligations to be deemed satisfied.

3.    Representations and Warranties . Guarantor hereby represents and warrants to Buyer as follows (which representations and warranties shall be given as of the date hereof and shall survive the execution and delivery of this Guaranty):

(a)    Organization, Authority and Execution . Guarantor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary power and authority to own its properties and to conduct its business as presently conducted or proposed to be conducted and to enter into and perform this Guaranty and all other agreements and instruments to be executed by it in connection herewith. This Guaranty has been duly executed and delivered by Guarantor.

(b)    Enforceability . This Guaranty constitutes a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally.

(c)    No Violation . The execution, delivery and performance by Guarantor of its obligations under this Guaranty have been duly authorized by all necessary action, and do not and will not violate any law, regulation, order, writ, injunction or decree of any court or governmental body, agency or other instrumentality applicable to Guarantor, or result in a breach of any of the terms, conditions or provisions of, or constitute a default under, or result in the creation or imposition of any mortgage, lien, charge or encumbrance of any nature whatsoever upon any of the assets of Guarantor pursuant to the terms of Guarantor’s articles of organization, or any mortgage, indenture, agreement or instrument to which Guarantor is a party or by which it or any of its properties is bound. Guarantor is not in default under any other guaranty, if any, which it has provided to Buyer.

(d)    No Litigation . There are no actions, suits or proceedings at law or at equity, pending or, to Guarantor’s actual knowledge, threatened against or affecting Guarantor or which involve or might involve the validity or enforceability of this Guaranty or which might materially adversely affect the financial condition of Guarantor or the ability of Guarantor to perform any of its obligations under this Guaranty. Guarantor is not in default beyond any

(e)    Consents . All consents, approvals, orders or authorizations of, or registrations, declarations or filings with, all Governmental Authorities (collectively, the “ Consents ”) that are required in connection with the valid execution, delivery and performance by Guarantor of this Guaranty have been obtained and Guarantor agrees that all Consents required in connection with the carrying out or performance of any of Guarantor’s obligations under this Guaranty will be obtained when required.

(f)    Financial Statements and Other Information . All financial statements of Guarantor heretofore delivered to Buyer are true and correct in all material respects and fairly present the financial condition of Guarantor as of the respective dates thereof, and no materially adverse change has occurred in the financial conditions reflected therein since the respective dates thereof. None of the aforesaid financial statements or any certificate or statement furnished to Buyer by or on behalf of Guarantor in connection with the transactions contemplated hereby, and none of the representations and warranties in this Guaranty contains any untrue statement of a material fact. Guarantor is not insolvent within the meaning of the United States Bankruptcy Code or any other applicable law, code or regulation and the execution, delivery and performance of this Guaranty will not render Guarantor insolvent.

(g)    Consideration . Guarantor is the owner, directly or indirectly, of all of the legal and beneficial equity interests in Seller.

4.    Financial Statements . Guarantor shall deliver to Buyer, (a) within 120 days after the end of each fiscal year of Guarantor, a complete copy of Guarantor’s annual financial statements audited by Grant Thornton LLP, a “big four” accounting firm or another independent certified public accountant reasonably acceptable to Buyer, (b) within 60 days after the end of each fiscal quarter of Guarantor, financial statements (including a balance sheet as of the end of such fiscal quarter and a statement of income and expense for such fiscal quarter) certified by the chief financial officer of Guarantor and in form, content, level of detail and scope reasonably satisfactory to Buyer, and (c) 20 days after request by Buyer, such other financial information with respect to Guarantor as Buyer may reasonably request.

5.    Unconditional Character of Obligations of Guarantor .

(a)    The obligations of Guarantor hereunder shall be irrevocable, absolute and unconditional, irrespective of the validity, regularity or enforceability, in whole or in part, of the Repurchase Agreement or any provision thereof, or the absence of any action to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against Seller, Guarantor or any other Person or any action to enforce the same, any failure or delay in the enforcement of the obligations of Seller under the Repurchase Agreement or Guarantor under this Guaranty, or any setoff, counterclaim, and irrespective of any other circumstances which might otherwise limit recourse against Guarantor by Buyer or constitute a legal or equitable discharge or defense of a guarantor or surety. Buyer may enforce the obligations of Guarantor under this Guaranty by a proceeding at law, in equity or otherwise,