RCC Guaranty NATIXIS 0407


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    GUARANTY

     

    made
      by

     

    RESOURCE
      CAPITAL CORP.

     

    as
      guarantor,


     

    in
      favor
      of


     

    NATIXIS
      REAL ESTATE CAPITAL, INC.

     

    Dated
      as
      of April __, 2007

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    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, 10th
      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, 36th
      Floor,
      New York, New York 10019 (together with its successors and assigns,
“Buyer”).

     

    R
      E C
      I T A L S:

     

    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, 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      causes of action, expenses or damages are incurred by
        Buyer
        prior or subsequent to (i) Buyer’s exercising any right to accelerate the
        Repurchase Date, (ii) the commencement or completion of any judicial or
        non-judicial foreclosure, sale or other proceeding with respect to the Purchased
        Assets or (iii) the conveyance of all or any portion of the Purchased Assets
        by
        transfer-in-lieu of foreclosure or otherwise.

       

    

    (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 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      applicable
        grace or cure period with respect to any order, writ, injunction, decree
        or
        demand of any Governmental Authority which might materially adversely affect
        the
        financial condition of Guarantor or the ability of Guarantor to perform any
        of
        its obligations under this Guaranty.

    

     

    (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, 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
independent
        of any loan foreclosure or similar proceeding or any deficiency action against
        Seller or any other Person at any time, either before or after an action
        with
        respect to the Purchased Assets or any part thereof, Seller or any other
        Person.
This
        Guaranty is a guaranty of payment and performance and not merely a guaranty
        of
        collection.
        Guarantor waives diligence, notice of acceptance of this Guaranty, filing
        of
        claims with any court, any proceeding to enforce any provision of the Repurchase
        Agreement or the other Transaction Documents, against Guarantor, Seller or
        any
        other Person, any right to require a proceeding first against Seller or any
        other Person, or to exhaust any security (including, without limitation,
        the
        Purchased Assets) for the performance of the Guaranteed Obligations or any
        other
        obligations of Seller or any other Person, or any protest, presentment, notice
        of default or other notice or demand whatsoever (except to the extent expressly
        provided to the contrary in this Guaranty).

    

     

    (b)  The
      obligations of Guarantor under this Guaranty, and the rights of Buyer to enforce
      the same by proceedings, whether by action at law, suit in equity or otherwise,
      shall not be in any way affected by any of the following:

     

    (i)  any
      insolvency, bankruptcy, liquidation, reorganization, readjustment, composition,
      dissolution, receivership, conservatorship, winding up or other similar
      proceeding involving or affecting Seller, the Purchased Assets or any part
      thereof, Guarantor or any other Person;

     

    (ii)  any
      failure by Buyer or any other Person, whether or not without fault on its part,
      to perform or comply with any of the terms of the Repurchase Agreement, or
      any
      document or instrument relating thereto;

     

    (iii)  the
      sale,
      transfer or conveyance of any of the Purchased Assets or any interest therein
      to
      any Person, whether now or hereafter having or acquiring an interest in the
      Purchased Assets or any interest therein and whether or not pursuant to any
      foreclosure, trustee sale or similar proceeding against Seller or any of the
      Purchased Assets or any interest therein;

     

    (iv)  the
      conveyance to Buyer, any Affiliate of Buyer or Buyer’s nominee of any of the
      Purchased Assets or any interest therein by a transfer-in-lieu of foreclosure
      or
      otherwise;

     

    (v)  the
      release of Seller or any other Person from the performance or observance of
      any
      of the agreements, covenants, terms or conditions contained in the Repurchase
      Agreement or any of the Transaction Documents by operation of law or otherwise;
      or

     

    (vi)  the
      release in whole or in part of any Purchased Assets or any collateral for the
      Guaranteed Obligations or for the Transaction Obligations or any portion
      thereof.

     

    (c)  Except
      as
      otherwise specifically provided in this Guaranty, Guarantor hereby expressly
      and
      irrevocably waives all defenses (other than payment and performance) in an
      action brought by Buyer to enforce this Guaranty based on claims of waiver,
      

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      release, surrender, alteration or compromise and all
        setoffs,
        reductions, or impairments, whether arising hereunder or otherwise.

       

    

    (d)  Buyer
      may
      deal with Seller and Affiliates of Seller in the same manner and as freely
      as if
      this Guaranty did not exist and shall be entitled, among other things, to grant
      Seller or any other Person such extension or extensions of time to perform
      any
      act or acts as may be deemed advisable by Buyer, at any time and from time
      to
      time, without terminating, affecting or impairing the validity of this Guaranty
      or the obligations of Guarantor hereunder.

     

    (e)  No
      compromise, alteration, amendment, modification, extension, renewal, release
      or
      other change of, or waiver, consent, delay, omission, failure to act or other
      action with respect to, any liability or obligation under or with respect to,
      or
      of any of the terms, covenants or conditions of the Repurchase Agreement or
      any
      of the Transaction Documents shall in any way alter, impair or affect any of
      the
      obligations of Guarantor hereunder, and Guarantor agrees that if the Repurchase
      Agreement or any of the Transaction Documents is modified with Buyer’s consent,
      the Guaranteed Obligations shall automatically be deemed modified to include
      such modifications.

     

    (f)  Buyer
      may
      proceed to protect and enforce any or all of its rights under this Guaranty
      by
      suit in equity or action at law, whether for the specific performance of any
      covenants or agreements contained in this Guaranty or otherwise, or to take
      any
      action authorized or permitted under applicable law, and shall be entitled
      to
      require and enforce the performance of all acts and things required to be
      performed hereunder by Guarantor. Each and every remedy of Buyer shall, to
      the
      extent permitted by law, be cumulative and shall be in addition to any other
      remedy given hereunder or now or hereafter existing at law or in
      equity.

     

    (g)  No
      waiver
      shall be deemed to have been made by Buyer of any rights hereunder unless the
      same shall be in writing and signed by Buyer, and any such waiver shall be
      a
      waiver only with respect to the specific matter involved and shall in no way
      impair the rights of Buyer or the obligations of Guarantor to Buyer in any
      other
      respect or at any other time.

     

    (h)  At
      the
      option of Buyer, Guarantor may be joined in any action or proceeding commenced
      by Buyer against Seller in connection with the Repurchase Agreement or any
      of
      the Transaction Documents and recovery may be had against Guarantor in such
      action or proceeding or in any independent action or proceeding against
      Guarantor to the extent of Guarantor’s liability hereunder, without any
      requirement that Buyer first assert, prosecute or exhaust any remedy or claim
      against Seller or any other Person, or any security for the obligations of
      Seller or any other Person.

     

    (i)  Guarantor
      agrees that this Guaranty shall continue to be effective or shall be reinstated,
      as the case may be, if at any time any payment is made by Seller or Guarantor
      to
      Buyer and such payment is rescinded or must otherwise be returned by Buyer
      (as
      determined by Buyer in its sole and absolute discretion) upon insolvency,
      bankruptcy, liquidation, reorganization, readjustment, composition, dissolution,
      receivership, conservatorship, winding up or other similar proceeding involving
      or affecting Seller or Guarantor, all as though such payment had not been
      made.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (j)  In
      the
      event that Guarantor shall advance or become obligated to pay any sums under
      this Guaranty or in connection with the Guaranteed Obligations or in the event
      that for any reason whatsoever Seller or any subsequent owner of the Purchased
      Assets or any part thereof is now, or shall hereafter become, indebted to
      Guarantor, Guarantor agrees that (i) the amount of such sums and of such
      indebtedness and all interest thereon shall at all times be subordinate as
      to
      lien, the time of payment and in all other respects to the Transaction
      Obligations, and (ii) Guarantor shall not be entitled to enforce or receive
      payment thereof until the Transaction Obligations have been paid in full.
      Nothing herein contained is intended or shall be construed to give Guarantor
      any
      right of subrogation in or under the Transaction Documents or any right to
      participate in any way therein, or in the right, title or interest of Buyer
      in
      or to any Purchased Assets, notwithstanding any payments made by Guarantor
      under
      this Guaranty, until the actual and irrevocable receipt by Buyer of payment
      in
      full of the Transaction Obligations. If any amount shall be paid to Guarantor
      on
      account of such subrogation rights at any time when any such sums due and owing
      to Buyer shall not have been fully paid, such amount shall be paid by Guarantor
      to Buyer for credit and application against such sums due and owing to
      Buyer.

     

    (k)  Guarantor’s
      obligations hereunder shall survive the exercise by Buyer of any of all of
      its
      remedies pursuant to the Repurchase Agreement or any of the Transaction
      Documents.

     

    6.  Covenants.

     

    (a)  As
      used
      in this Section 6, the following terms shall have the respective meanings set
      forth below:

     

    (i)  “Consolidated
      Subsidiaries”
shall
      mean each Subsidiary of Guarantor, the financial statements of which shall
      be
      (or should have been) consolidated with the financial statements of Guarantor
      in
      accordance with GAAP.

     

    (ii)  “GAAP”
shall
      mean generally accepted accounting principles, consistently
      applied.

     

    (iii)  “Net
      Worth”
shall
      mean, as of a given date, (x) the total assets of Guarantor (including undrawn
      capital commitments) as of such date less (y) Guarantor’s total liabilities as
      of such date, determined in accordance with GAAP.

     

    (iv)  “Subsidiary”
shall
      mean any Affiliate of Guarantor that is controlled by Guarantor.

     

    (v)  “Liquid
      Assets”
shall
      mean the sum of (w) assets in the form of cash, cash equivalents, obligations
      of
      (or fully guaranteed as to principal and interest by) the United States or
      any
      agency or instrumentality thereof (provided the full faith and credit of the
      United States supports such obligation or guarantee), certificates of deposit
      issued by a commercial bank having net assets of not less than $500 million,
      securities listed and traded on a recognized stock exchange or traded over
      the
      counter and listed in the National Association of Securities Dealers Automatic
      Quotations, or liquid debt instruments that have a readily ascertainable value
      and are regularly traded in a recognized financial market, (x) undrawn capital
      commitments, (y) borrowing 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

            
        availability under short-term repurchase facilities with institutional lenders
        which are not Affiliates of Guarantor and (z) the amount of interest and
        principal owing to Seller 

                   
(as shown on Seller’s most recent balance sheet delivered pursuant to Section
        12(k) of the Repurchase Agreement), with respect to each Purchased Asset
        of
        Seller and due 

                   
and payable within 30 days of the balance sheet date,
        provided that same is not
        past due or delinquent.

       

    

    (vi)  “Total
      Leverage Ratio”
shall
      mean for any Person as of any date, the ratio of (a) the aggregate Indebtedness
      to (b) the total assets of such Person as of such date.

     

    (b)  Until
      all
      of the Guaranteed Obligations have been paid in full, Guarantor (i) shall
      maintain (A) a Net Worth in excess of $250,000,000, (B) Liquid Assets having
      a
      market value of at least $10,000,000, and (C) a Total Leverage Ratio not to
      exceed 90%, (ii) shall not sell, pledge, mortgage or otherwise transfer any
      of
      its assets, or any interest therein, on terms materially less favorable than
      would be obtained in an arms-length transaction and (iii) shall deliver to
      Buyer, concurrently with the delivery of each quarterly or annual financial
      statement required to be delivered by Guarantor hereunder, a certificate of
      the
      chief financial officer of Guarantor setting forth in reasonable detail
      Guarantor’s Net Worth, Liquid Assets and Total Leverage Ratio, based on such
      financial statement.

     

    (c)  Guarantor
      shall not, at any time while a default in the payment of the Guaranteed
      Obligations has occurred and is continuing, either (i) enter into or effectuate
      any transaction with any Affiliate which would reduce the Net Worth of
      Guarantor, including the payment of any dividend or distribution to a
      shareholder, or the redemption, retirement, purchase or other acquisition for
      consideration of any stock in Guarantor or (ii) sell, pledge, mortgage or
      otherwise transfer to any Person any of Guarantor’s assets, or any interest
      therein.

     

    7.  Entire
      Agreement/Amendments.
      This
      instrument represents the entire agreement between the parties with respect
      to
      the subject matter hereof. The terms of this Guaranty shall not be waived,
      altered, modified, amended, supplemented or terminated in any manner whatsoever
      except by written instrument signed by Buyer and Guarantor.

     

    8.  Successors
      and Assigns.
      This
      Guaranty shall be binding upon Guarantor, and Guarantor’s estate, heirs,
      personal representatives, successors and assigns, may not be assigned or
      delegated by Guarantor and shall inure to the benefit of Buyer and its
      successors and assigns.

     

    9.  Applicable
      Law and Consent to Jurisdiction.
      This
      Guaranty shall be governed by, and construed in accordance with, the substantive
      laws of the State of New York. Guarantor irrevocably (a) agrees that any suit,
      action or other legal proceeding arising out of or relating to this Guaranty
      may
      be brought in a court of record in the City and County of New York or in the
      Courts of the United States of America located in the Southern District of
      New
      York, (b) consents to the jurisdiction of each such court in any such suit,
      action or proceeding and (c) waives any objection which it may have to the
      laying of venue of any such suit, action or proceeding in any of such courts
      and
      any claim that any such suit, action or proceeding has been brought in an
      inconvenient forum. Guarantor irrevocably consents to the service of any and
      all


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

      process in any such suit, action or proceeding by service
        of
        copies of such process to Guarantor at its address provided in Section 14
        hereof. Nothing in this Section 9, however, shall affect the right of Buyer
        to
        serve legal process in any other manner permitted by law or affect the right
        of
        Buyer to bring any suit, action or proceeding against Guarantor or its property
        in the courts of any other jurisdictions.

       

    

    10.  Section
      Headings.
      The
      headings of the sections and paragraphs of this Guaranty have been inserted
      for
      convenience of reference only and shall in no way define, modify, limit or
      amplify any of the terms or provisions hereof.

     

    11.  Severability.
      Any
      provision of this Guaranty which may be determined by any competent authority
      to
      be prohibited or unenforceable in any jurisdiction shall, as to such
      jurisdiction, be ineffective to the extent of such prohibition or
      unenforceability without invalidating the remaining provisions hereof, and
      any
      such prohibition or unenforceability in any jurisdiction shall not invalidate
      or
      render unenforceable such provision in any other jurisdiction. To the extent
      permitted by applicable law, Guarantor hereby waives any provision of law which
      renders any provision hereof prohibited or unenforceable in any
      respect.

     

    12.  WAIVER
      OF TRIAL BY JURY.
      GUARANTOR HEREBY WAIVES THE RIGHT OF TRIAL BY JURY IN ANY LITIGATION, ACTION
      OR
      PROCEEDING ARISING HEREUNDER OR IN CONNECTION THEREWITH.

     

    13.  Other
      Guaranties.
      The
      obligations of Guarantor hereunder are separate and distinct from, and in
      addition to, the obligations of Guarantor now or hereafter arising under any
      other Guaranties, pursuant to which Guarantor has guaranteed payment and
      performance of certain other obligations of Seller described
      therein.

     

    14.  Notices.
      All
      notices, demands, requests, consents, approvals or other communications
      (collectively called “Notices”)
      required or permitted to be given hereunder to Buyer or Guarantor or which
      are
      given to Buyer or Guarantor with respect to this Guaranty shall be in writing
      and shall be sent by United States registered or certified mail, return receipt
      requested, postage prepaid, addressed as set forth below, or personally
      delivered with receipt acknowledged to such address, or in either case, to
      such
      other address(es) as the party in question shall have specified most recently
      by
      like Notice.

     

    If
      to
      Buyer, to:

     

    NATIXIS
      REAL ESTATE CAPITAL, INC.

    9
      West
      57th Street, 36th
      Floor

    New
      York,
      New York 10019

    Attention:
      Real Estate Administration (Gary DiGiuseppe)

     

    with
      a
      copy to:

     

    Sidley
      Austin LLP

    787
      Seventh Avenue 

    New
      York,
      New York 10019

    Attention:
      Robert L. Boyd, Esq.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    If
      to
      Guarantor, to:

     

    RESOURCE
      CAPITAL CORP.

    712
      Fifth
      Avenue

    10th
      Floor

    New
      York,
      New York 10019

    Attention:
      John Boyt

     

    with
      a
      copy to:

     

    Paul
      Hastings Janofsky & Walker LLP

    75
      East
      55th
      Street

    New
      York,
      New York 10022

    Attention:
      Robert J. Grados, Esq.

     

    Notices
      which are given in the manner aforesaid shall be deemed to have been given
      or
      served for all purposes hereunder (i) on the date on which such notice shall
      have been personally delivered as aforesaid, (ii) on the date of delivery by
      mail as evidenced by the return receipt therefor, or (iii) on the date of
      failure to deliver by reason of refusal to accept delivery or changed address
      of
      which no Notice was given.

     

    15.  Guarantor’s
      Receipt of Transaction Documents.
      Guarantor by its execution hereof acknowledges receipt of true copies of the
      Repurchase Agreement and all of the other Transaction Documents, the terms
      and
      conditions of which are hereby incorporated herein by reference.

     

    16.  Interest;
      Expenses.

     

    (a)  If
      Guarantor fails to pay all or any sums due hereunder upon demand by Buyer,
      the
      amount of such sums payable by Guarantor to Buyer shall bear interest from
      the
      date of demand until paid at the Pricing Rate in effect from time to time plus
      five percent (5%).

     

    (b)  Guarantor
      hereby agrees to pay all costs, charges and expenses, including reasonable
      attorneys’ fees and disbursements, that may be incurred by Buyer in enforcing
      the covenants, agreements, obligations and liabilities of Guarantor under this
      Guaranty.

     

    17.  Joint
      and Several Obligations.
      If
      Guarantor consists of more than one Person, each such Person shall have joint
      and several liability for the obligations of Guarantor hereunder.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF,
      Guarantor has executed this Guaranty as of the date first above
      written.

    
      	 	 	 
	 	RESOURCE
              CAPITAL CORP.
	 
 	 
 	 
 
	 	By:  	/s/ 
	 	
              
Name: 
              
	 	Title: