0001332551-09-000014 Sample Contracts

Re: RCC Real Estate SPE 3, LLC (“SPE 3”) and Resource Capital Corp. (“RCC”)
Resource Capital Corp. • March 17th, 2009 • Real estate investment trusts

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:

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