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 (“SPE 3”) and Resource Capital Corp.
(“RCC”)
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Reference is
made to that certain Master Repurchase Agreement dated as of April
12, 2007, as amended, between Natixis Real Estate Capital, Inc.
(“Natixis”) and SPE 3 (the “Repurchase
Agreement”), together with the guarantee thereof pursuant to
a Guaranty dated April 12, 2007, as amended, from RCC to
Natixis. This letter is to reflect certain
understandings and agreements with respect to the Guaranty and the
Repurchase Agreement, as follows:
1. Net Worth
Covenant . Natixis hereby waives the requirements of
clause (A) of Section 6(b)(i) of the Guaranty for the period (the
“Waiver Period”) beginning December 31, 2008 and
expiring May 12, 2009 and agrees that, for such period, RCC shall
be required to maintain a Net Worth (as such term is defined in the
Guaranty) in excess of $165,000,000. Upon expiration of
the Waiver Period, the amount of RCC’s Net Worth shall revert
to the amount in effect prior to the Waiver Period and, as a
result, RCC shall then be required to maintain a Net Worth in
excess of $200,000,000.
2. Partial Payment
of Repurchase Price . SPE 3 hereby agrees that, upon
execution of this letter by Natixis, it shall pay Natixis
$1,000,0
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