Exhibit 10.52  CONFIDENTIAL RELEASE AND WAIVER OF CLAIMS (Release)  1.Release of Claims.  As
consideration for the benefits described in Paragraph 2 below, I, Barry S.
Gersten,hereby release and forever discharge
Capmark Finance Inc.  (Capmark),  Capmark Financial Group Inc. (Parent) and
Parents subsidiaries and related entities and companies, any and all of their
respective employee benefit plans, fringe benefit plans or programs, and any
and all of their respective present and past officers, directors, shareholders,
employees, agents and representatives, and the successors and assigns of each
(all of the foregoing, collectively and together with Capmark and Parent, the Capmark
Group) from any and all manner of claims, suits, demands, actions, causes of
action, administrative claims, liability, claims for damages, class action
claims or other claims made on my behalf whatsoever that I, my heirs,
representatives, agents, successors, guardians, trusts, trustees or assigns
ever had, have now or may have, whether known or unknown, that arise on or
before the date of my execution of this Release (collectively, the Released
Claims).  The Released Claims include
but are not limited to any claims arising from or relating to my recruitment or
hiring by, or my employment with, Capmark and/or any entity within the Capmark
Group, any contingent, bonus or otherwise discretionary compensation awards or
payments of any kind whatsoever, any pending applications for employment with
Capmark and/or any entity within the Capmark Group, or my separation of
employment from Capmark and/or any entity within the Capmark Group including,
but not limited to: (i) any claims (including any claim with respect to
taxes of any kind) arising under the Employee Retirement Income Security Act of
1974, Title VII of the Civil Rights Act, 42 U.S.C. § 2000e
et seq., the New York Human
Rights Law, N.Y. Exec. Law §§ 290 et seq.; the New York Equal Pay Law,
N.Y. Lab. Law §§ 194 -198-a; the New York Whistleblower Protection Law,
N.Y. Lab. Law §§ 740 et seq.; the New York Child Care Leave Law, N.Y.
Lab. Law § 201-C; the New York Law on Equal Rights, N.Y. Civ. Rights, §§ 40-c et
seq.; the New York Payment of Wages Law, N.Y. Lab Law §§ 190 et seq.;
the New York State Minimum Wage Act, N.Y. Lab Law Section §§ 652 et
seq.; the New York Law on Nondiscrimination Against Persons with Certain
Genetic Disorders, N.Y. Stat. Art. 4-C, §§ 48 et seq.; the
Pennsylvania Human Relations Act, 43 P.S. § 951 et seq., the Americans
with Disabilities Act, 42 U.S.C. § 12101, et seq., the Family and Medical
Leave Act, 29 U.S.C. § 2601 et seq., the Age Discrimination in
Employment Act (ADEA), 29 U.S.C. § 621 et seq., any other federal,
state or local law or any law of any jurisdiction outside of the United States
as applicable, (ii) breach of contract claims, (iii) defamation,
wrongful discharge, emotional distress or any other tort claim, (iv) any
common law claim, and (v) any claim for attorneys fees and costs, arising
in law or equity.  In addition, to the
extent applicable, I expressly waive and release all rights under California
Civil Code section 1542 which states (language in parentheses added):  A general release does not extend to claims which the creditor (e.g.,
employee) does not know or suspect to exist in his or her favor at the time of
executing the release, which, if known by him or her, must have materially
affected his settlement with the debtor (e.g., the employer).  1


Without limiting or modifying my release and waiver of the Released
Claims as set forth herein, the Released Claims do not include any right, claim
or remedy arising after the date on which I sign this Release nor does this
Release prevent me from participating, cooperating, initiating or assisting in
an investigation or proceeding conducted within the Capmark Group or by any
government agency, oversight board, commission or other regulatory or
investigative body; provided, however, with respect to any such investigation
or proceeding or related charges, I hereby waive and release all claims for any
recovery of monetary damages and any other form of personal relief attributable
to events or omissions occurring on or before the date on which I sign this
Release.  2.Release Consideration.  In
consideration for my execution of this Release, Capmark (or its affiliate)
agrees to make a lump sum severance payment to me in the amount of $490,000.00
less all applicable federal, state, local and other taxes, if any, and benefit
withholdings that the Capmark Group is required to withhold.  I acknowledge that in the absence of my
execution of this Release, I would not be entitled to the benefits described in
this Paragraph.  I acknowledge further
that such benefits are adequate and satisfactory consideration to me.  Capmark (or its affiliate) agrees to make the
payment referenced in this Paragraph within thirty (30) days of receiving an
executed copy of this Release from me, provided there has been no revocation of
this Release within the revocation period set forth in Paragraph 13 below.  3.Future Payments and Benefits.  I
agree and understand that the Capmark Group does not have and will not have any
obligation to provide me at any time in the future with any payment or benefit
other than those set forth in Paragraph 2 above, including without limitation
any bonus, contingent award or commission payment, except for any benefit to
which I may be entitled under the terms of the Capmark Financial Group Inc.
Savings Incentive Plan and the Consolidated Omnibus Budget Reconciliation Act
(COBRA).  4.Non-disparagement.  I
agree that I will not make any disparaging comment, orally or in writing, about
any entity within the Capmark Group, or any shareholder, former or current
employee, consultant, advisor, director, service or product of any entity
within the Capmark Group.  Capmark Group
agrees that members of its Executive Committee will not make any disparaging
comment, orally or in writing, about me. 
I agree and acknowledge that I will reasonably cooperate in the future
with Capmark regarding questions that may arise regarding my duties at Capmark
(or any other entity within the Capmark Group) while I was an employee. This
paragraph shall not restrict any party for whom it applies from responding to
legal inquiries or providing information required by law including without
limitation any legal proceeding, subpoenas, or other legal or regulatory
requirement.  5.End of Employment.  I
agree that my last day of employment with Capmark (and any other entity within
the Capmark Group) is April 23, 2009 (the Separation Date) and that the
Capmark Group has no obligation to re-employ or hire me in the future.  6.Resignation.   I hereby tender my
resignation, effective as of the Separation Date, from all positions as an
employee,officer, director and any other
appointment or designation of or by any and all entities within the Capmark
Group.  2


7.Assignment.  To the extent, if any, that I
have rights in any invention, improvement, discovery, process, program, product
or system developed by me during my employment with Capmark (and any other
entity within the Capmark Group), I hereby irrevocably transfer, assign and
convey such rights to Capmark and agree that Capmark shall be and remain the
sole and exclusive owner of all right, title and interest in and to any such
invention, improvement, discovery, process, program, product or system,
including, but not limited to, all patent, copyright, trade secret and other
proprietary rights therein that may be secured in any place under laws now or
hereinafter in effect.  8.Non-disclosure.  I
agree and acknowledge that during the course of my employment with Capmark (and
any other entity within the Capmark Group), I had access and was privy to
information, documents and other materials relating to the business of and
entities within the Capmark Group that are confidential and/or proprietary to
entities within the Capmark Group or which constitute or contain the trade
secrets of entities within the Capmark Group (collectively Confidential
Information), the disclosure of which could cause irreparable harm to entities
within the Capmark Group.  Examples of
Confidential Information include, but are not limited to, borrower contact lists,
source code, client information, business plans, corporate strategy and any
deal-specific information.  I agree not
to discuss or disclose to any person or entity or use any of the Confidential
Information without prior and specific written permission from Parents
Executive Vice President & Chief Administrative Officer or General
Counsel.  I further agree that I have
returned to Capmark all company property, including all Confidential
Information, in my possession, other than Confidential Information that Capmark
has asked that I retain in connection with my Consulting Agreement dated April 24,
2009.  9.Successors and Assigns. 
Capmarks rights under this Release shall inure to the benefit of and
shall be binding upon the successors and assigns of Capmark.  I shall not be entitled to assign any of my
rights or obligations under this Release.  10.Confidentiality.  I
understand and agree that I have not and will not reveal, disclose or discuss
in any fashion the contents or terms of this Release, except to immediate
family members, tax advisors, legal counsel or as required by law, or to
enforce this Release without prior express written consent of the Executive
Vice President & Chief Administrative Officer or General Counsel of
Parent.  I understand that Capmark will
keep this Release confidential; provided, however, that the Capmark Group may,
in its reasonable discretion, disclose the contents, terms and/or copies of
this Release: (a) to those people who have a legitimate business reason to
know, (b) to enforce the terms of this Release, (c) as required under
any contractual obligation of any entity within the Capmark Group and (d) in
accordance with applicable law, rule, regulation or other legal authority
requiring such disclosure including, without limitation, any required filings
with the Securities and Exchange Commission. 
I understand further that if Capmark receives inquiries from prospective
employers or other third parties regarding my employment with Capmark, it will
disclose only the dates of my employment and final job title.  I agree to direct such inquires to Parents
Human Resources Department.  3


11.Governing Law.  This
Release is made and entered into in the accordance with the laws of the state
of New York and shall in all respects be interpreted, enforced and governed
under the laws of the state of New York.  12.Entire Agreement.  This
Release contains the entire agreement of the parties with respect to the
subject matter hereof and merges all prior negotiations, agreements and
understandings, if any.  No modification,
release, discharge or waiver of any provision of this Release shall be of any
force or effect unless made in writing and signed by me and Parents Executive
Vice President & Chief Administrative Officer or General Counsel, and
specifically identified as a modification, release or discharge of this
Release.  If any term, clause or
provision of this Release shall for any reason be adjudged invalid,
unenforceable or void, the same shall not impair or invalidate any of the other
provisions of this Release, all of which shall be performed in accordance with
their respective terms.  13.Acknowledgments.  By
signing this Release, I acknowledge and agree that:  a.I have carefully read and understood all of
the provisions and terms of this Release;  b.I have signed this Release knowingly and
voluntarily;  c.Capmark advises me to consult with counsel
prior to signing this release;  d.Capmark has provided me forty five (45)
calendar days from my receipt of this Release to consider its terms (the Consideration
Period), and the parties further agree that changes, if any, whether material
or not, will not restart the Consideration Period;  e.Capmarks offer to enter into this Release shall
automatically expire at the end of the Consideration Period without further
action by any party if I have not signed and returned this Release to Capmark
on or prior to the date thereof, unless Capmark agrees otherwise in writing
signed by either the Executive Vice President & Chief Administrative
Officer or the General Counsel of Parent;  f.For the period of seven (7) calendar
days after I sign this Release, I may revoke it by providing written notice of
revocation to Capmark by hand-delivery, facsimile or e-mail transmission (and
retaining proof of successful transmission). 
If I revoke this Release, any letter or other written notice of
revocation shall be delivered, or transmitted by facsimile or by email, no
later than seven (7) calendar days after my execution of this Release,
with arrangements for the letter or other written notice of revocation to be
received by the Capmark Group no later than eight (8) calendar days after
my execution hereof using the following contact information:  Capmark Financial Group Inc. 116 Welsh Road  4


Horsham, PA 19044 Attention: Executive Vice President & Chief Administrative
Officer Linda.Pickles@capmark.com Facsimile: 215.328.3714  Because of this seven (7) calendar-day revocation period, this
Release will not become effective or enforceable until the eighth (8th) calendar day after the date on which I sign it, provided that I have
previously given my signed Release to Capmark, and I have not revoked it; and  g.In signing this Release, I have not relied on
any representations or statements, whether oral or written, other than the
express language contained herein.  [Signature page follows]  5


I
HAVE CAREFULLY READ THIS ENTIRE RELEASE. 
I UNDERSTAND THAT BY SIGNING THIS RELEASE, I AM WAIVING ALL CLAIMS
(WHETHER KNOWN OR UNKNOWN) AGAINST ANY AND ALL ENTITIES WITHIN THE CAPMARK
GROUP RELATING TO MY EMPLOYMENT OR SEPARATION OF EMPLOYMENT WITH CAPMARK AND/OR
ANY ENTITY WITHIN THE CAPMARK GROUP THAT ARISE ON OR BEFORE THE DATE OF MY
EXECUTION OF THIS RELEASE.  IN
WITNESS WHEREOF, and intending to be legally bound hereby, I have executed the
foregoing Release this 23rd day of April, 2009.   /s/
  Barry S. GerstenBarry
  S. Gersten/s/ Alison SnowWitness            (Signature)Alison SnowWitness
  Name   FOR
AND ON BEHALF OF CAPMARK
FINANCIAL GROUP INC. AND CAPMARK
FINANCE INC.   /s/
  Linda PicklesLinda
  Pickles, Executive Vice President & Chief Administrative Officer  6