Natixis Real
Estate Capital, Inc.
9 West
57 th
Street
New York, New
York 10019
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RCC Real Estate
SPE 3, LLC (“Seller”) and Resource Capital Corp.
(“Sponsor”)
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Dear
Sirs:
Reference is
made to that certain Master Repurchase Agreement dated as of April
12, 2007, as amended, between Natixis Real Estate Capital, Inc.
(“Buyer”) and Seller (the “Repurchase
Agreement”), together with the guarantee thereof pursuant to
a Guaranty dated April 12, 2007, as amended, from Sponsor to Buyer
(the “Guaranty”). This letter is to reflect
certain understandings and agreements with respect to the Guaranty
and the Repurchase Agreement, as follows (capitalized terms used,
but not otherwise defined, herein shall have the meaning set forth
in the Repurchase Agreement):
1. Net Worth
Covenant . Clause (A) of Section 6(b)(i) of the
Guaranty, as heretofore amended, is hereby further amended by
deleting the reference to “$200,000,000” and inserting
in its place “$125,000,000”.
2. Repayment of
Repurchase Price .
(a) As of the date of
this letter, the amount of the Repurchase Prices of all remaining
Assets subject to Transactions is $4,600,000, as set forth in
Exhibit A hereto. Seller hereby agrees to pay the amounts listed
below in reduction of the outstanding amount of the aggregate
Repurchase Prices for each of the Transactions as follows (and such
amounts shall be applied by Buyer to reduce the Repurchase Price
for each Transaction as determined by Buyer in its sole
discretion):
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On the
execution of this letter agreement by Buyer, Seller shall pay an
amount equal to $1,300,000 to Buyer.
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On the
Remittance Date occurring in September, 2009, Seller shall pay
$1,300,000 to Buyer.
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On the
Remittance Date occurring in December, 2009, Seller shall pay
$1,000,000 to Buyer.
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On March 31,
2010, Seller shall pay in full the remaining outstanding balance of
the Repurchase Prices, together with all other amounts due under
the Repurchase Agreement.
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