] SHARESUnderwriting Agreement • January 19th, 2006 • Resource Capital Corp. • Real estate investment trusts • New York
RESOURCE CAPITAL CORP. and WELLS FARGO BANK, NATIONAL ASSOCIATION as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of August 16, 2017 to INDENTURE Dated as of October 21, 2013, 4.50% Convertible Senior Notes due 2022Indenture • August 16th, 2017 • Resource Capital Corp. • Real estate investment trusts • New York
This THIRD SUPPLEMENTAL INDENTURE, dated as of August 16, 2017 (the “Supplemental Indenture”), to the Indenture, dated as of October 21, 2013 (as amended, modified or supplemented from time to time in accordance therewith, the “Base Indenture” and, as amended, modified and supplemented by this Supplemental Indenture, the “Indenture”), between RESOURCE CAPITAL CORP., a Maryland corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee,” as more fully set forth in Section 1.01).
REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of March 8, 2005, between Resource Capital Corp., a Maryland corporation (the "Company") and Credit Suisse First Boston LLC (the "Initial...Registration Rights Agreement • July 11th, 2005 • Resource Capital Corp. • New York
AMENDED AND RESTATED TRUST AGREEMENT Among RESOURCE CAPITAL CORP., as Depositor WELLS FARGO BANK, N.A., as Property Trustee WELLS FARGO DELAWARE TRUST COMPANY, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN as Administrative TrusteesTrust Agreement • November 13th, 2006 • Resource Capital Corp. • Real estate investment trusts • Delaware
This Amended and Restated Trust Agreement, dated as of September 29, 2006, among (i) Resource Capital Corp., a Maryland corporation (including any successors or permitted assigns, the “Depositor”), (ii) Wells Fargo Bank, N.A., as property trustee (in such capacity, the “Property Trustee”), (iii) Wells Fargo Delaware Trust Company, as Delaware trustee (in such capacity, the “Delaware Trustee”), (iv) Thomas C. Elliott, an individual, Steven J. Kessler, an individual, and Michael S. Yecies, an individual, each of whose address is c/o Resource Capital Corp., 712 Fifth Avenue, 10th floor, New York, New York 10019, as administrative trustees (in such capacities, each an “Administrative Trustee” and, collectively, the “Administrative Trustees” and, together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the several Holders, as hereinafter defined.
MANAGEMENT AGREEMENT THIS MANAGEMENT AGREEMENT is made and entered into as of March 8, 2005 by and among RESOURCE CAPITAL CORP., a Maryland corporation (the "Company"), RESOURCE CAPITAL MANAGER, INC., a Delaware corporation (together with its...Management Agreement • July 11th, 2005 • Resource Capital Corp. • New York
JUNIOR SUBORDINATED INDENTURE between RESOURCE CAPITAL CORP. and WELLS FARGO BANK, N.A., as TrusteeResource Capital Corp. • November 13th, 2006 • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE, dated as of September 29, 2006, between Resource Capital Corp., a Maryland corporation (the “Company”), and Wells Fargo Bank, N.A., as Trustee (in such capacity, the “Trustee”).
JUNIOR SUBORDINATED INDENTURE between RESOURCE CAPITAL CORP. and WELLS FARGO BANK, N.A., as TrusteeJunior Subordinated Indenture • August 10th, 2006 • Resource Capital Corp. • Real estate investment trusts • New York
JUNIOR SUBORDINATED INDENTURE, dated as of May 25, 2006, between Resource Capital Corp., a Maryland corporation (the “Company”), and Wells Fargo Bank, N.A., as Trustee (in such capacity, the “Trustee”).
AMENDED AND RESTATED SENIOR SECURED REVOLVING CREDIT AGREEMENT dated as of August 4, 2016 amongSenior Secured Revolving Credit Agreement • November 14th, 2016 • Resource Capital Corp. • Real estate investment trusts • New York
SCHEDULE I – Commitments SCHEDULE II – Material Agreements and Liens SCHEDULE III – Litigation SCHEDULE IV – Subsidiaries and Investments SCHEDULE V – Transactions with Affiliates SCHEDULE VI – Moody’s Industry Classification Group List SCHEDULE VII – Approved Dealers and Approved Pricing Services EXHIBIT A – Form of Assignment and Assumption EXHIBIT B – [Reserved] EXHIBIT C – Form of Borrowing Base Certificate EXHIBIT D – Form of Borrowing Request EXHIBIT E – Form of Interest Election Request
] SHARESCommon Stock • August 29th, 2005 • Resource Capital Corp. • Real estate investment trusts • New York
NO. ___ WARRANTResource Capital Corp. • December 19th, 2005 • Real estate investment trusts • New York
AMENDED AND RESTATED LOAN AND SERVICING AGREEMENT among RCC REAL ESTATE SPE HOLDINGS LLC, as Holdings, RCC REAL ESTATE SPE 9 LLC, as the Borrower, PLYMOUTH MEETING HOLDINGS, LLC, and EXANTAS PHILI HOLDINGS, LLC, each as a Permitted REO Subsidiary,...Loan and Servicing Agreement • December 22nd, 2022 • ACRES Commercial Realty Corp. • Real estate investment trusts • New York
The Borrower, Holdings, the lenders party thereto (the “Existing Lenders”), Wells Fargo Bank, National Association, as the administrative agent (in such capacity, the “Prior Administrative Agent”), the Facility Servicer, the Portfolio Asset Servicer, and Wells Fargo Bank, National Association, as the collateral custodian (in such capacity, the “Prior Collateral Custodian”) are parties to the Loan and Servicing Agreement, dated as of July 31, 2020 (as amended, restated, supplemented, or otherwise modified from time to time prior to the Closing Date, the “Existing Loan and Servicing Agreement”), pursuant to which the Existing Lenders agreed to make available to the Borrower certain loans and other financial accommodations.
Senior Indenture RESOURCE CAPITAL CORP. as Issuer, and Wells Fargo Bank, National Association, as Trustee INDENTURE Dated as of October 21, 2013 Debt SecuritiesResource Capital Corp. • October 21st, 2013 • Real estate investment trusts
THIS INDENTURE dated as of October 21, 2013 is among Resource Capital Corp., a Maryland corporation (the “Company”), any Subsidiary Guarantors (as defined herein) party hereto, and Wells Fargo Bank, National Association, as trustee (the “Trustee”).
RESOURCE CAPITAL CORP. (a Maryland corporation) UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2017 • Resource Capital Corp. • Real estate investment trusts • New York
MASTER REPURCHASE AGREEMENT Dated as of July 19, 2013 by and among RCC REAL ESTATE SPE 5, LLC, as Master Seller, and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as BuyerMaster Repurchase Agreement • July 25th, 2013 • Resource Capital Corp. • Real estate investment trusts • New York
THIS MASTER REPURCHASE AGREEMENT (this “Agreement”) is dated as of July 19, 2013, by and among RCC REAL ESTATE SPE 5, LLC, a Delaware limited liability company (“Master Seller”) and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution (“Buyer”).
THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • December 18th, 2017 • Resource Capital Corp. • Real estate investment trusts
THIS THIRD AMENDED AND RESTATED MANAGEMENT AGREEMENT dated December 14, 2017 is made by and among RESOURCE CAPITAL CORP., a Maryland corporation (the “Company”), RESOURCE CAPITAL MANAGER, INC., a Delaware corporation (together with its permitted assignees, the “Manager”), and Resource America, Inc., a Delaware corporation (“Resource America”).
GUARANTYGuaranty • April 12th, 2018 • Resource Capital Corp. • Real estate investment trusts • New York
GUARANTY, dated as of April 10, 2018 (this “Guaranty”), made by RESOURCE CAPITAL CORP., a Maryland corporation, together with its successors and its permitted assigns (“Guarantor”), for the benefit of BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (“Purchaser”).
THIRD AMENDMENT TO Master repurchase agreementMaster Repurchase Agreement • August 8th, 2022 • ACRES Commercial Realty Corp. • Real estate investment trusts • New York
THIS THIRD AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated February 3, 2022 (this “Amendment”), is entered into by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, “Purchaser”), and RCC REAL ESTATE SPE 7, LLC, a limited liability company organized under the laws of the State of Delaware (“Seller”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below).
UNDERWRITING AGREEMENTUnderwriting Agreement • August 11th, 2021 • ACRES Commercial Realty Corp. • Real estate investment trusts • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 8th, 2017 • Resource Capital Corp. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT, dated as of _______________, 2017 (this “Agreement”), is made by and between Resource Capital Corp., a Maryland corporation (the “Company”), and __________________________ (“Indemnitee”).
TRANSFER AND CONTRIBUTION AGREEMENT BY AND AMONG LEAF FINANCIAL CORPORATION RESOURCE TRS, INC. RESOURCE CAPITAL CORP. MANAGEMENT PARTIES NAMED HEREIN AND LEAF COMMERCIAL CAPITAL, INC. Dated as of January 4, 2011Transfer and Contribution Agreement • January 6th, 2011 • Resource Capital Corp. • Real estate investment trusts • Delaware
GUARANTYGuaranty • May 9th, 2022 • ACRES Commercial Realty Corp. • Real estate investment trusts • New York
GUARANTY, dated as of May 25, 2021 (this “Guaranty”), by Exantas Phili Holdings, LLC, a Delaware limited liability company (the “Guarantor”), in favor of the Secured Parties under, and as defined in, the Loan and Servicing Agreement referred to below (together with the Guarantor, the “Parties” and each, a “Party”).
RESOURCE CAPITAL CORP. (par value $0.001 per share) At-the-Market Issuance Sales AgreementResource Capital Corp. • December 17th, 2013 • Real estate investment trusts • New York
Each of Resource Capital Corp., a Maryland corporation (the “Company”), and Resource Capital Manager, Inc., a Delaware corporation (the “Manager”), confirms its agreement (this “Agreement”) with MLV & Co. LLC (“MLV”), as follows:
MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT among MORGAN STANLEY BANK, N.A. as Buyer and RCC REAL ESTATE SPE 6, LLC as SellerBailee Agreement • September 16th, 2015 • Resource Capital Corp. • Real estate investment trusts • New York
This Master Repurchase and Securities Contract Agreement (this “Agreement”) is dated as of September 10, 2015, and is made by and among MORGAN STANLEY BANK, N.A., as buyer (together with its successors and assigns, “Buyer”) and RCC REAL ESTATE SPE 6, LLC, a Delaware limited liability company, as seller (“Seller”).
SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • May 11th, 2015 • Resource Capital Corp. • Real estate investment trusts • New York
STOCK OPTION AGREEMENT THIS AGREEMENT, dated the ________day of ________, 200__ (the "Date of Grant"), between Resource Capital Corp., a Maryland corporation (the "Company") and __________________, is made pursuant and subject to the provisions of the...Stock Option Agreement • July 11th, 2005 • Resource Capital Corp. • Maryland
UNDERWRITING AGREEMENTManagement Agreement • July 1st, 2021 • ACRES Commercial Realty Corp. • Real estate investment trusts • New York
U.S. $400,000,000 AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT by and between RCC REAL ESTATE SPE 4, LLC, as Seller and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Buyer Amended and Restated as of July 19, 2018Master Repurchase and Securities Contract • July 25th, 2018 • Exantas Capital Corp. • Real estate investment trusts • New York
THIS AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of July 19, 2018 (as amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, this "Agreement"), is made by and between RCC REAL ESTATE SPE 4, LLC, a Delaware limited liability company, as seller (as more specifically defined below, "Seller"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as buyer (as more specifically defined below, "Buyer"). Seller and Buyer (each a "Party") hereby agree as follows:
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • November 12th, 2013 • Resource Capital Corp. • Real estate investment trusts
This Amendment No. 1 to the Second Amended and Restated Management Agreement is dated as of November 7, 2013 (this “Amendment”) and is by and among Resource Capital Corp., a Maryland corporation (the “Company”), Resource Capital Manager, Inc., a Delaware corporation (the “Manager”), and Resource America, Inc., a Delaware corporation (“Resource America”).
ContractMaster Repurchase and Securities Contract • March 14th, 2011 • Resource Capital Corp. • Real estate investment trusts • New York
THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of February 1, 2011 (this “Agreement”), is made by and among RCC COMMERCIAL, INC. a Delaware corporation, RCC REAL ESTATE, INC., a Delaware corporation (individually and collectively, “Seller”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (as more specifically defined below, “Buyer”). Seller and Buyer (each, a “Party”) hereby agree as follows:
GUARANTY AGREEMENTGuaranty Agreement • January 25th, 2023 • ACRES Commercial Realty Corp. • Real estate investment trusts
THIS GUARANTY AGREEMENT (this “Guaranty”) is executed as of January 24, 2023, by JASON POLLACK, an individual, having an address at 4408 West 34th Avenue, Denver, Colorado 80212, FRANK DELLAGLIO, an individual, having an address at 11 Stoney Brook Road, Sherborn, Massachusetts 01770 and ACRES REALTY FUNDING, INC., a Delaware corporation, having an address at 390 RXR Plaza, Uniondale, New York 11556 (“ACRES”, together with Jason Pollack and Frank Dellaglio, individually or collectively, as the context may require, “Guarantor”), for the benefit of OCEANVIEW LIFE AND ANNUITY COMPANY, an Alabama corporation (together with its successors and assigns, “Lender”), having an address at c/o Oceanview Asset Management, 142 West 57th Street, 3rd Floor, New York, New York 10019.
GUARANTEE AGREEMENTGuarantee Agreement • June 26th, 2014 • Resource Capital Corp. • Real estate investment trusts • New York
Pursuant to that certain Master Repurchase and Securities Contract, dated as of June 20, 2014 (as amended, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), among Buyer, RCC Residential Portfolio Inc. (“RCC”), a Delaware corporation, and RCC Residential Portfolio TRS Inc. (“RCC TRS” and collectively and jointly and severally with RCC, the “Sellers” and each a “Seller”), a Delaware corporation, the Sellers may sell, from time to time, to Buyer certain Assets, as defined in the Repurchase Agreement (the “Purchased Assets”), upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement, dated as of June 20, 2014, by and among Wells Fargo Bank, National Association, in its capacities as custodian (in such capacity, “Custodian”) and securities intermediary, Buyer, RCC and RCC TRS (as amended, supplemented or otherwise modified from time to time, the “Custodial Agreement”), Custodian is required t
7,500,000 Shares RESOURCE CAPITAL CORP. Common Stock UNDERWRITING AGREEMENTManagement Agreement • May 25th, 2010 • Resource Capital Corp. • Real estate investment trusts • New York
AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENT AND PREFERRED SECURITIES CERTIFICATETrust Agreement and Preferred Securities Certificate • November 9th, 2009 • Resource Capital Corp. • Real estate investment trusts • Delaware
THIS AMENDMENT TO AMENDED AND RESTATED TRUST AGREEMENT AND PREFERRED SECURITIES CERTIFICATE (this “Amendment”) is made this 26th day of October, 2009 to be effective as of September 30, 2009 (the “Effective Date”), by and among the following: WELLS FARGO BANK, N.A. (the “Property Trustee”); THOMAS C. ELLIOTT, an individual (“Administrative Trustee 1”), STEVEN J. KESSLER, an individual (“Administrative Trustee 2”), and MICHAEL S. YECIES, an individual (“Administrative Trustee 3,” and collectively with Administrative Trustee 1 and Administrative Trustee 2, the “Administrative Trustees”); and RESOURCE CAPITAL CORP., a Maryland corporation (the “Company”), in its capacity as the Holder of all Common Securities (the “Holder”).
JUNIOR SUBORDINATED NOTE PURCHASE AGREEMENTJunior Subordinated Note Purchase Agreement • November 13th, 2006 • Resource Capital Corp. • Real estate investment trusts • New York
THIS JUNIOR SUBORDINATED NOTE PURCHASE AGREEMENT, dated as of September 29, 2006 (this “Agreement”), between Resource Capital Corp., a Maryland corporation (the “Company”), and RCC Trust II, a statutory trust created under the laws of the State of Delaware (the “Trust”), relating to the Junior Subordinated Notes due 2036 (the “Notes”), issuable pursuant to an Indenture, dated the Closing Date (as defined in the Purchase Agreement identified below), between the Company and Wells Fargo Bank, N.A., as Trustee (the “Indenture”). Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed thereto in the Purchase Agreement (as defined below).
MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT among MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, As Administrative Agent, THE FINANCIAL INSTITUTIONS PARTY HERETO as Buyers, and ACRES REAL ESTATE SPE 10, LLC as SellerBailee Agreement • November 9th, 2021 • ACRES Commercial Realty Corp. • Real estate investment trusts • New York
This Master Repurchase and Securities Contract Agreement (this “Agreement”) is dated as of November 3, 2021, and is made by and among MORGAN STANLEY MORTGAGE CAPITAL HOLDINGS LLC, a New York limited liability company (“MSMCH”), as administrative agent (in such capacity, together with its permitted successors and assigns, the “Administrative Agent”) for MORGAN STANLEY BANK, N.A. (“MSBNA”), a national banking association, and such other financial institutions from time to time party hereto as buyers (MSBNA, together with its successors and permitted assigns, and together with such other financial institutions from time to time party hereto and their respective successors and permitted assigns, collectively “Buyers” and individually, each a “Buyer”) and ACRES REAL ESTATE SPE 10, LLC, a Delaware limited liability company, as seller (“Seller”).
