Between: Buyer: WILMINGTON TRUST COMPANY, as agent for Cedric LLC Seller: TABERNA LOAN HOLDINGS I, L.L.C.1 Applicability

E Master Repurchase Agreement

September 1996 Version

Amended and Restated as of October 27, 2008

From time to time the parties hereto may enter into transactions in which one party (“Seller”) agrees to transfer to the other party (“Buyer”) securities or other assets (“Securities”), against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement, including any supplemental terms or conditions contained in Annex I hereto and in any other annexes identified herein or therein as applicable hereunder.

Seller shall be entitled to receive an amount equal to all Income paid or distributed on or in respect of the Securities that is not otherwise received by Seller, to the full extent it would be so entitled if the Securities had not been sold to Buyer. Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is paid or distributed either (i) transfer to or credit to the account of Seller such Income with respect to any Purchased Securities subject to such Transaction or (ii) with respect to Income paid in cash, apply the Income payment or payments to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence (A) to the extent that such action would result in the creation of a Margin Deficit, unless prior thereto or simultaneously therewith Seller transfers to Buyer cash or Additional Purchased Securities sufficient to eliminate such Margin Deficit, or (B) if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid or distributed.

Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller shall be deemed to have pledged to Buyer as security for the performance by Seller of its obligations under each such Transaction, and shall be deemed to have granted to Buyer a security interest in, all of the Purchased Securities with respect to all Transactions hereunder and all Income thereon and other proceeds thereof.

Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred on the book-entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer.

To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, but no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3, 4 or 11 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 5 hereof.

Required Disclosure for Transactions in Which the Seller

Retains Custody of the Purchased Securities

Seller is not permitted to substitute other securities for those subject to this Agreement and therefore must keep Buyer’s securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer’s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that, during any trading day that Buyer’s securities are commingled with Seller’s securities, they [will] * [may] ** be subject to liens granted by Seller to [its clearing bank] * [third parties] ** and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller’s ability to resegregate substitute securities for Buyer will be subject to Seller’s ability to satisfy [the clearing] * [any]** lien or to obtain substitute securities.

or dealer other than a financial institution.

Each of Buyer and Seller represents and warrants to the other that (i) it is duly authorized to execute and deliver this Agreement, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance, (ii) it will engage in such Transactions as principal (or, if agreed in writing, in the form of an annex hereto or otherwise, in advance of any Transaction by the other party hereto, as agent for a disclosed principal), (iii) the person signing this Agreement on its behalf is duly authorized to do so on its behalf (or on behalf of any such disclosed principal), (iv) it has obtained all authorizations of any governmental body required in connection with this Agreement and the Transactions hereunder and such authorizations are in full force and effect and (v) the execution, delivery and performance of this Agreement and the Transactions hereunder will not violate any law, ordinance, charter, by-law or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected. On the Purchase Date for any Transaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it.

In the event that (i) Seller fails to transfer or Buyer fails to purchase Securities upon the applicable Purchase Date, (ii) Seller fails to repurchase or Buyer fails to transfer Purchased Securities upon the applicable Repurchase Date, (iii) Seller or Buyer fails to comply with Paragraph 4 hereof, (iv) Buyer fails, after one business day’s notice, to comply with Paragraph 5 hereof, (v) an Act of Insolvency occurs with respect to Seller or Buyer, (vi) any representation made by Seller or Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, or (vii) Seller or Buyer shall admit to the other its inability to, or its intention not to, perform any of its obligations hereunder (each an “Event of Default”):

Unless otherwise provided in Annex I, the parties acknowledge and agree that (1) the Securities subject to any Transaction hereunder are instruments traded in a recognized market, (2) in the absence of a generally recognized source for prices or bid or offer quotations for any Asset, the Buyer may establish the source therefor in its sole discretion and (3) all prices, bids and offers shall be determined together with accrued Income (except to the extent contrary to market practice with respect to the relevant Securities).

Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, each of Buyer and Seller agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that each of them shall be entitled to set off claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any other Transactions hereunder and (iii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted.

Any and all notices, statements, demands or other communications hereunder may be given by a party to the other by mail, facsimile, telegraph, messenger or otherwise to the address specified in Annex II hereto, or so sent to such party at any other place specified in a notice of change of address hereafter received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the preceding sentence.

This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for repurchase transactions. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

This Agreement shall be governed by the laws of the State of New York without giving effect to the conflict of law principles thereof.

No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification or waiver of any provision of this Agreement and no consent by any party to a departure herefrom shall be effective unless and until such shall be in writing and duly executed by both of the parties hereto. Without limitation on any of the foregoing, the failure to give a notice pursuant to Paragraph 4(a) or 4(b) hereof will not constitute a waiver of any right to do so at a later date.

The parties acknowledge that they have been advised that:

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[signatures on following page]

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Annex I

Supplemental Terms and Conditions

Dated as of September 19, 2008 and amended and restated as of October 27, 2008.

Pursuant to the terms of Paragraph 1 of the Master Repurchase Agreement, dated as of September 19, 2008 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Repurchase Agreement”), between the buyer, WILMINGTON TRUST COMPANY, as agent (in such capacity, “Buyer”) for Cedric LLC, a Delaware limited liability company, and TABERNA LOAN HOLDINGS I, LLC (“Seller”), such parties agreed that the Transaction entered into thereunder shall be governed by the provisions set forth in that certain Annex I (as amended, restated, supplemented or otherwise modified and in effect from time to time, “Annex I”) and that certain Annex II (as amended, restated, supplemented or otherwise modified and in effect from time to time, “Annex II”) among such parties, which Annex I and Annex II were incorporated in their entirety into the Repurchase Agreement and deemed a part thereof. Such parties supplemented the Repurchase Agreement in order to document such additional agreements as are set forth in such Annex I and Annex II. The Buyer and Seller desire to amend and restate the Repurchase Agreement and such Annex I and Annex II to, among other things, (i) substitute the CWHL Assets (as defined in the original Annex I) for certain additional Purchased Assets and (ii) to provide for the delivery of transfer documents “in blank” from Seller rather than re-register the Purchased Assets in the name of the Buyer. The Buyer and Seller hereby agree that, effective as of the date hereof, Annex I and Annex II shall be, and hereby are, amended and restated in their entirety to read as follows:

To the extent that the terms of this Annex I conflict with the terms of the Master Repurchase Agreement, the terms of this Annex I shall control.

“On the Purchase Date the parties hereto shall enter into a transaction in which Seller agrees to sell the Purchased Assets to Buyer, against the transfer of funds (net of any fees) by Buyer, with a simultaneous agreement by Buyer to sell to Seller the Purchased Assets on the Repurchase Date, against the transfer of funds by Seller. The transaction is referred to herein as the “Transaction” and, unless otherwise agreed in writing, shall be governed by this Repurchase Agreement, including any supplemental terms or conditions contained in Annex I hereto and in any other annexes identified herein or therein as applicable hereunder.”

“(a) Buyer shall notify Seller of its approval of the Purchased Assets via delivery to Seller of a written Purchase Confirmation in the form of Exhibit A to this Repurchase Agreement. The Purchase Confirmation shall set forth the actual Purchase Date for the Purchased Asset, as determined by Buyer in its sole discretion, and shall be countersigned and returned to Buyer by Seller no later than 3:00 p.m., New York, New York time, at least one (1) Business Day prior to the Purchase Date specified therein. On the Purchase Date, ownership of the Purchased Assets shall be transferred to Buyer or its designee, against the simultaneous wire transfer of the Adjusted Purchase Price, less the Commitment Fee, to Seller or its designee not later than 3:00 p.m., New York, New York time. Simultaneously with the posting of such credit, Seller is hereby automatically and without further action of any kind deemed to have sold, transferred, conveyed and assigned to Buyer or its designee all the right, title and interest of Seller in and to the Purchased Assets together with all right, title and interest in and to the proceeds of any related document or agreement.

(b) Notwithstanding that Buyer and Seller intend that the Transaction hereunder be a sale to Buyer of the Purchased Assets, Seller shall pay to Buyer an amount equal to the Price Differential of the Transaction for the most recently ended Accrual Period (each such payment, a “Periodic Price Differential Payment”) on each Payment Date. If Seller fails to make all or part of the Periodic Price Differential Payment by 3:00 p.m., New York, New York time, on a particular Payment Date, Seller shall be obligated to pay to Buyer (in addition to, and together with, the Periodic Price Differential Payment) interest on the unpaid amount of the Periodic Price Differential Payment at a rate per annum equal to the Post-Default Rate until the overdue Periodic Price Differential Payment (or the overdue portion thereof) is received in full by Buyer.

(c) On or before 3:00 p.m. (EST) on the Repurchase Date, Seller shall be required to repurchase the Purchased Assets for an amount equal to the Repurchase Price. Upon tender by the Seller of payment of the Repurchase Price for all Purchased Assets on the Repurchase Date, all right, title and interest in and entitlement to all Purchased Assets shall be deemed transferred to the Seller, and the Buyer shall, as soon as reasonably practicable, deliver all such Purchased Assets to the Seller. If Seller fails to repay part or all of the Repurchase Price then due and payable on the Repurchase Date, in addition to any resulting changes to the Price Differential that may have been caused by such a failure, Seller shall be obligated to repay (in addition to, and together with, the Repurchase Price), interest on the unpaid amount of the Repurchase Price at a rate per annum equal to the Post-Default Rate until the overdue Repurchase Price is received in full by Buyer.”

“(a) On a monthly basis on each of the first nine (9) Payment Dates, immediately after the monthly allocation of Income under Paragraph 5(a) of the Master Repurchase Agreement, Seller shall pay to Buyer (in addition to all other amounts otherwise due and payable in accordance with the applicable provisions of the Master Repurchase Agreement), for immediate application by Buyer to reduce the then-current Purchase Price, cash in the amount necessary to cause the Purchase Price to be reduced by an amount equal to at least the Mandatory Monthly Payment Amount, with Seller to receive a credit for all reductions in the Purchase Price made either on the applicable Payment Date or on any other previous Payment Dates pursuant to Paragraph 5(a) of the Master Repurchase Agreement.

(b) On the tenth (10th) Payment Date, Buyer shall divide the then-current unpaid Purchase Price by five (5) and notify Seller that the results of that calculation shall thereafter be treated as the “Quarterly Amortization Amount”. Beginning on the twelfth (12th) Payment Date, and continuing on a quarterly basis thereafter on each of the 15^th, 18^th, 21^st and 24^th Payment Dates, through and including the Repurchase Date, Seller shall pay to Buyer (in addition to all other amounts otherwise due and payable in accordance with the applicable provisions of the Master Repurchase Agreement), for immediate application by Buyer to reduce the then-current Purchase Price, cash in the amount necessary to cause the Purchase Price to be reduced by an amount at least equal to the Quarterly Amortization Amount, with Seller to receive a credit for all reductions in the Purchase Price made either (i) on that Payment Date, the immediately preceding two (2) Payment Dates or any other previous Payment Dates pursuant to Paragraph 5(b) of the Master Repurchase Agreement and/or (ii) pursuant to Paragraph 5(c) of the Master Repurchase Agreement in the immediately preceding three months, including, in either case, without limitation, all Purchased Asset Income Payment Amounts received on such Payment Dates, provided Buyer receives such amounts.

(c) On a monthly basis, within three (3) Business Days after each Payment Date, Seller shall pay to Buyer, as a partial prepayment of the then-current unpaid Purchase Price, an amount equal to the amount of the then-current Performance Amount.”

“Seller hereby agrees to instruct each applicable trustee and servicer to transfer all Income directly to Buyer, for application by Buyer on each Payment Date as set forth below. Notwithstanding the foregoing, if any payment of Income is paid directly to Seller, each such payment received by Seller shall be held in trust by Seller for Buyer’s benefit and immediately, but in no event later than two (2) Business Day after receipt by Seller from Buyer of a notice of such misdirected payment, shall be remitted to Buyer.

(a) Prior to an Event of Default, on each of the first nine (9) Payment Dates, first, to the payment of all fees, expenses, and other obligations then due to Buyer pursuant to this Repurchase Agreement, other than the Price Differential and the Purchase Price; second, to the payment of accrued and unpaid Price Differential; third, an amount equal to the Purchased Asset Income Payment Amount for such Payment Date shall be applied to reduce the Purchase Price; fourth, an amount not to exceed the Mandatory Monthly Payment Amount shall be applied to reduce the Purchase Price; fifth, to the payment of Indemnified Amounts then due and owing to Buyer and the other Secured Parties pursuant to this Repurchase Agreement; and sixth, any other amounts owed to Buyer or any of its Affiliates by Seller, with any remaining excess to be returned to Seller.

(b) Prior to an Event of Default, on each of the tenth (10^th) through the twenty-fourth (24^th) Payment Dates, first, to the payment of all fees, expenses, and other obligations then due to Buyer pursuant to this Repurchase Agreement, other than the Price Differential and Purchase Price; second, to the payment of accrued and unpaid Price Differential; third, an amount equal to the Purchased Asset Income Payment Amount for such Payment Date shall be applied to reduce the Purchase Price; fourth, to the payment of Indemnified Amounts then due and owing to Buyer and the other Secured Parties pursuant to this Repurchase Agreement; and fifth, any other amounts owed to Buyer or any of its Affiliates by Seller, with any remaining excess to be returned to Seller.

(c) From and after an Event of Default and during the continuation thereof, first, to the payment of all fees, expenses, and other obligations then due to Buyer pursuant to this Repurchase Agreement, other than the Price Differential and Purchase Price; second, to the payment of accrued and unpaid Price Differential; third, to reduce the Purchase Price until such amount has been reduced to zero; fourth, to the payment of Indemnified Amounts then due and owing to Buyer and the other Secured Parties pursuant to this Repurchase Agreement; and fifth, any other amounts owed to Buyer or any of its Affiliates by Seller, with any remaining excess to be returned to Seller.

(d) Nothing contained herein shall prohibit Seller from paying Buyer amounts in addition to the payment set forth above, which amounts shall be immediately applied by Buyer to reduce the then-current Purchase Price and credited to Seller.”

“(a) Although the transfer of the Purchased Assets from Seller to Buyer in connection with the Transaction is intended by the parties to be a sale by Seller to Buyer, and not a loan from Buyer to Seller, if the transfer is deemed to be a loan, Seller shall be deemed to have pledged, and does hereby pledge, to the Secured Parties as security for the performance by Seller of its obligations under the Transaction and each of the Purchase Documents, and shall be deemed to have granted, and does hereby grant to the Secured Parties, a security interest in the Purchased Assets with respect to the Transaction, all Income thereon and other proceeds thereof, other agreements or contracts relating to, constituting, or otherwise governing, any or all of the foregoing to the extent they relate to the Purchased Assets including the right to receive principal and interest payments with respect to the Purchased Assets, if any, all “general intangibles”, “accounts”, “chattel paper”, “deposit accounts”, “instruments” and “investment property” as defined in the UCC relating to or constituting any and all of the foregoing, and any and all replacements, substitutions, distributions on or proceeds of any and all of the foregoing (collectively, the “Collateral”).

(b) The Buyer’s security interest in the Collateral shall terminate only upon termination of the Seller’s obligations under this Repurchase Agreement and the documents delivered in connection herewith and therewith. Upon such termination, Buyer shall deliver to Seller such UCC termination statements and other release documents as may be commercially reasonable and to return the Collateral to Seller. For purposes of the grant of the security interest pursuant to Paragraph 6 of this Repurchase Agreement, this Repurchase Agreement shall be deemed to constitute a security agreement under the UCC. Buyer shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC and the other laws of the State of New York. In furtherance of the foregoing, (a) Seller, at its sole cost and expense, shall cause to be filed in such locations as may be necessary to perfect and maintain perfection and priority of the security interest granted hereby, UCC financing statements and continuation statements (collectively, the “Filings”), and shall forward copies of such Filings to Buyer upon completion thereof, and (b) Seller shall from time to time take such further actions as may be reasonably requested by Buyer to maintain and continue the perfection and priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Buyer hereunder).

(c) This Paragraph 6 does not constitute and is not intended to result in a creation or an assumption by Buyer or any of the Secured Parties of any obligation of Seller or any other Person in connection with the Purchased Assets or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (a) Seller shall remain liable under the Purchased Assets to the extent set forth herein to perform all of its duties and obligations hereunder to the same extent as if this Repurchase Agreement had not been executed, (b) the exercise by the Secured Parties of any of their rights in the Purchased Assets shall not release Seller from any of its duties or obligations under the Purchased Assets, and (c) neither Buyer nor any other Secured Party shall have any obligations or liability under the Purchased Assets by reason of this Repurchase Agreement, nor shall Buyer or any Secured Party be obligated to perform any of the obligations or duties of Seller hereunder or to take any action to collect or enforce any claim for payment assigned hereunder.”

“All of Seller’s right, title and interest in the Purchased Assets shall pass to Buyer on the Purchase Date. Seller has delivered to Buyer or its designee a fully executed copy of a Direction Letter for each Purchased Asset, sent to and countersigned by the applicable recipient. On or before November 21, 2008, (the “Required Delivery Date”), Seller shall deliver, or cause to be delivered (as applicable), to Buyer or its designee (i) for each Purchased Assets registered in the name of Seller, a complete executed set of any transfer documents, executed with transferee name in blank, in form sufficient to allow transfer and registration of the Purchased Assets in the name of Buyer or a third-party identified by Buyer and (ii) for each Purchased Assets registered in the name of a party other than the Seller, (a) a complete executed set of any transfer documents in form sufficient to allow transfer and registration of the Purchased Assets in the name of Seller and (b) a complete executed set of any transfer documents from Seller, executed with transferee name in blank, in form sufficient to allow transfer and registration of the Purchased Assets in the name of Buyer or a third-party identified by Buyer (collectively, the “Seller Deliverables”). The Purchased Assets shall not remain in the possession of Seller or any of its agents. If either (a) any Seller Deliverable is not delivered to the Buyer on or before the Required Delivery Date or (b) for any Purchased Asset, the Seller fails to comply with the provisions of the initial paragraph of Paragraph 5, Seller shall immediately repurchase the applicable Purchased Asset, together with all other Purchased Assets issued by the issuer of such Purchased Asset for which a copy of a “debt-for-tax” opinion has not also been delivered to the Buyer, at a purchase price determined by Buyer in its reasonable discretion except that if, on the Required Delivery Date, any Seller Deliverable is still outstanding, then, so long as Seller, in Buyer’s reasonable judgment, is acting in good faith to deliver such Seller Deliverable, Buyer may grant an extension of an additional reasonable period of time of a length chosen by Buyer in its sole discretion in order to allow for delivery of such Seller Deliverable. Upon repurchase of the Purchased Assets and the payment in full of all obligations hereunder, Buyer shall deliver to Seller or its designee a complete set of all of the transfer documents originally delivered to the Buyer pursuant to this Paragraph 7.”

“Seller continuously represents, warrants and covenants to Buyer that:

(i) Existence. Seller (a) is a limited liability company duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has all requisite limited liability company or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect, and (c) is qualified to do business and is in good standing in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except where failure so to qualify would not be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect. Seller will (1) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises, (2) comply with the requirements of all applicable laws, rules, regulations and orders of Governmental Authorities if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect, (3) keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied, (4) not change its jurisdiction of organization from the jurisdiction referred to in Annex II, unless it shall have provided Buyer thirty (30) days’ prior written notice of such change and (5) pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy, the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained.

(ii) Investment Company Act. Seller is not an “investment company,” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.

(iii) Collateral; Collateral Security. (a) Seller has not assigned, pledged, or otherwise conveyed or encumbered any portion of the Purchased Assets or other Collateral to any other Person, and immediately prior to the transfer of the Purchased Assets or any other Collateral to Buyer, Seller was the sole owner of the Purchased Assets or such other Collateral and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the Liens granted in favor of Buyer hereunder; (b) the provisions of this Repurchase Agreement and the other Purchase Documents are effective to (1) grant Buyer a 100% ownership interest in the Purchased Assets transferred to Buyer in accordance with this Repurchase Agreement or (2) create in favor of Buyer a valid, perfected and first priority security interest in all right, title and interest of Seller in, to and under the Collateral; (c) upon (1) payment by Buyer to Seller of the Adjusted Purchase Price and (2) receipt by the Buyer of each Purchased Asset and a complete executed set of the applicable transfer documents in form sufficient to allow for transfer and registration of the Purchased Assets in the name of Buyer or a third-party identified by Buyer, Buyer shall have a fully perfected first priority security interest prior to any other security interests therein other than Liens to be released simultaneously with the Liens granted in favor of Buyer, in the Purchased Assets evidenced thereby; and (d) upon the filing with the Secretary of State of Delaware of financing statements on Form UCC-1 naming Buyer as “Secured Party” and Seller as “Debtor”, and describing the Collateral, the security interests granted hereunder in the Collateral will constitute fully perfected first priority security interests prior to any other security interests therein under the UCC in all right, title and interest of Seller in, to and under such Collateral which can be perfected by filing under the UCC.

(iv) No Reliance. Seller is not relying upon any advice from Buyer as to any aspect of the Transaction, including, without limitation, the legal, accounting or tax treatment of the Transaction.

(v) Broker Status. Seller is not a broker (including a bank acting in that capacity) or a securities intermediary.

(vi) Reports and Deliveries.

(a) Seller shall deliver or otherwise make available to Buyer, copies of all Exchange Act Reports within one (1) Business Day of filing.

(b) Seller shall deliver or otherwise make available to Buyer, as soon as actually received by Seller, but in no event more than 5 days after receipt thereof, all trustee reports or any information provided by third-parties in regard to the Purchased Assets or the Collateral.

(c) As requested by Buyer, and only after Buyer has executed a confidentiality agreement reasonably acceptable to Seller, Seller and its management shall provide Buyer with access on an expedited basis to any and all material non-public information deemed by Buyer to be relevant to any of the issues relating in any way to the transactions contemplated by or any of the terms and conditions set forth in this Repurchase Agreement.

(vii) Notices. Seller shall give notice to Buyer immediately upon:

(a) receipt of notice or knowledge of the occurrence of any Default or Event of Default;

(b) receipt by Seller of any principal prepayment (in full or partial) with respect to the Purchased Assets to the extent such principal prepayment is not otherwise paid or delivered to Buyer;

(c) actual knowledge of (1) any Lien or security interest (other than security interests created hereby or by the other Purchase Documents) on, or claim asserted against, any of the Collateral or (2) any event or change in circumstances which could reasonably be expected to have a Material Adverse Effect; provided, in each case, such information is not otherwise reported to Buyer by the applicable party pursuant to the terms of the applicable Securitization Transaction Documents;

(d) upon the receipt by Seller of written notice of any outstanding liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind for which the holder of the Purchased Asset is or is reasonably likely to become obligated; provided, in each case, such information is not otherwise reported to Buyer by the applicable party pursuant to the terms of the applicable Securitization Transaction Documents; and

(e) each notice pursuant to this Paragraph 10(vi) shall be accompanied by a statement of a Responsible Officer of Seller, setting forth details of the occurrence referred to therein and stating what action Seller has taken or proposes to take with respect thereto.

(viii) Limitation on Indebtedness. Seller shall not incur, assume or suffer to exist any Indebtedness, except (i) Indebtedness of the Seller under this Repurchase Agreement or under any Warrant Agreements and (ii) Indebtedness outstanding on the date hereof and listed on Schedule E.

(ix) Limitations on Liens.

(a) Without prior written consent of Buyer, Seller will not: (i) assign, sell, transfer, pledge or grant any security interest in or lien on any portion of the Purchased Assets to anyone except Buyer, permit any financing statement (except any financing statements in favor of Buyer) or assignment (except for any assignments in favor of Buyer) to be on file in any public office with respect thereto, (ii) permit or suffer to exist any security interest, lien, charge, encumbrance or right of others to attach to any portion of the Purchased Assets, except as contemplated by this Repurchase Agreement or any of the Purchase Documents, (iii) at any time when the Aggregate Purchase Price exceeds $15,000,000, permit or suffer to exist any security interest, lien, charge, encumbrance or right of others to attach to any portion of the Purchased Assets (as such term is defined in the Affiliate Repurchase Agreement), except as expressly granted to Buyer under the Affiliate Repurchase Agreement, or (iv) consent to any amendment or supplement to the documents pursuant to which any Purchased Asset was issued that would materially and adversely affect Buyer’s interests hereunder or with respect to any Purchased Asset.

(b) Immediately upon notice to Seller of a Lien or any circumstance which if adversely determined would be reasonably likely to give rise to a Lien (other than in favor of Buyer or created by or through Buyer) on any portion of the Purchased Assets, Seller will defend the Purchased Assets against, and will take such other action as is necessary to remove, any Lien, security interest or claim on or to any portion of the Purchased Assets (other than any security interest created under this Repurchase Agreement), and Seller will defend the right, title and interest of Buyer in and to the Purchased Assets against the adverse claims and demands of all persons whomsoever. Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume, suffer or permit to exist any Lien on any portion of the Purchased Assets, whether now existing or hereafter transferred hereunder, or any interest therein, and Seller will not sell, pledge, assign or suffer to exist any Lien on its interest, if any, hereunder. Seller will promptly notify Buyer of the existence of any Lien on any portion of the Purchased Assets.

(x) Limitation on Distributions. After the occurrence and during the continuation of any Event of Default, Seller shall not make any payment on account of, or set apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or partnership interest of Seller, whether now or hereafter outstanding, or make any other distribution in respect of any of the foregoing or to any shareholder or equity owner of Seller, either directly or indirectly, whether in cash or property or in obligations of Seller or any of Seller’s consolidated subsidiaries. Notwithstanding anything contained herein to the contrary, the provisions of this subsection shall not apply to distributions made by the issuers of the Purchased Assets. The restrictions of this section shall terminate upon the cure of the applicable Events of Default.

(xi) Amendments to Purchased Asset Documents. Seller shall not consent to any changes to or waivers of the terms of any of the documents relating to any of the Purchased Assets without the prior written approval of Buyer, such approval not to be unreasonably withheld.

(xii) Organizational Documents. Upon execution of this Repurchase Agreement, Seller agrees to deliver, at the request a copy of its certificate of incorporation, by-laws, resolutions or such other organizational documents evidencing its corporate existence and authority to enter into this Repurchase Agreement and the Transaction contemplated hereunder (the “Operative Documents”). An incumbency certificate or other evidence of the incumbency, authority and specimen signature of any person executing this Repurchase Agreement or any related documentation, or authorized persons permitted to enter into the Transaction, shall also be provided upon reasonable request.

(xiii) No Breach. Neither (a) the execution and delivery of the Purchase Documents nor (b) the consummation of the Transaction contemplated hereunder will conflict with or result in a breach of Seller’s Operative Documents, or any applicable law, rule or regulation, or any order, writ, injunction or decree of any Governmental Authority, or any material agreement or instrument to which Seller or any of its Affiliates is a party or by which any of them or any of their Property is bound or to which any of them is subject, or constitute a default under any such material agreement or instrument or result in the creation or imposition of any lien (except for the liens created pursuant to this Repurchase Agreement) upon any property of Seller or any of its Affiliates pursuant to the terms of any such agreement or instrument.

(xiv) Action. Seller has all necessary limited liability company power or other power, authority and legal right to execute, deliver and perform its obligations under each of the Purchase Documents; the execution, delivery and performance by Seller of each of the Purchase Documents have been duly authorized by all necessary limited liability company acts or other action on its part; and each Purchase Document has been duly and validly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms..

(xvi) Purchased Assets. Seller hereby covenants and agrees that each of the representations and warranties set forth on the attached Exhibit B hereto shall at all times be true and correct.

(xvii) Litigation. Except as set forth in the Exchange Act Reports or as otherwise disclosed by Seller to Buyer, there are no actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting Seller or any Parent Guarantor or affecting any of the Property of either of them before any Governmental Authority (i) that questions or challenges the validity or enforceability of any of the Purchase Documents or any action to be taken in connection with the transactions contemplated hereby or (ii) which, individually or in the aggregate, could reasonably be likely to be adversely determined and which, if decided adversely, would have a reasonable likelihood of having a Material Adverse Effect.

(xviii) Taxes. Seller and each of its Affiliates has timely filed, and will timely file, all federal income Tax returns and all other material Tax returns that are required to be filed by them and have timely paid, and will timely pay, all Taxes due, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves in conformity with GAAP have been provided. The charges, accruals and reserves on the books of Seller and its Affiliates in respect of Taxes and other governmental charges are adequate.

(xix) Principal Executive Office/Jurisdiction of Organization. On the Purchase Date, and during the four months immediately preceding the Purchase Date, Seller’s principal executive office, is, and has been, located at its address listed on Annex II hereto. On the Purchase Date, the jurisdiction of organization of Seller is the State of Delaware.

(xx) True and Complete Disclosure. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of Seller to Buyer in connection with the negotiation, preparation or delivery of this Repurchase Agreement and the other Purchase Documents, or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, to its knowledge, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. No fraudulent acts were committed by Seller in connection with its acquisition of the Purchased Assets. There is no fact known to a Responsible Officer of Seller, after due inquiry, that could reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in the other Purchase Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Buyer for use in connection with the transactions contemplated hereby or thereby.

(xxi) Inconsistent Agreements. Seller shall not, directly or indirectly, enter into any material agreement containing any material provision which would be violated or breached by the Transaction hereunder or by the performance by Seller of its obligations under any Purchase Document.

(xxii) Real Estate Investment Trust.

(a) Seller is owned 100% by Taberna Realty Finance Trust and is treated as a qualified REIT subsidiary as defined in Section 856 of the Code.

(b) Taberna Realty Finance Trust, (i) for its current “tax year” (as defined in the Code) is, and for all future tax years will be, organized in conformity with the requirements for qualification as a REIT, and its actual method of operations and its proposed method of operations will enable it to meet the requirements for qualification and taxation as a REIT, and (ii) for all prior tax years qualified as, a REIT as defined in Section 856 of the Code and is and was entitled to a dividends paid deduction under Section 857 of the Code with respect to dividends paid by it with respect to each taxable year for which it claims or claimed a deduction on its Form 1120-REIT filed with the United States Internal Revenue Service for such year.

(c) RAIT Financial Trust, (i) for its current “tax year” (as defined in the Code) is, and for all future tax years will be, organized in conformity with the requirements for qualification as a REIT, and its actual method of operations and its proposed method of operations will enable it to meet the requirements for qualification and taxation as a REIT, and (ii) for all prior tax years qualified as, a REIT as defined in Section 856 of the Code and is and was entitled to a dividends paid deduction under Section 857 of the Code with respect to dividends paid by it with respect to each taxable year for which it claims or claimed a deduction on its Form 1120-REIT filed with the United States Internal Revenue Service for such year.

“(a) Each of the following events shall constitute an event of default (an “Event of Default”) hereunder:

(i) Seller fails to repurchase the Purchased Assets on the Repurchase Date;

(ii) Seller fails to comply with Paragraph 4 hereof;

(iii) an Act of Insolvency occurs with respect to Seller;

(iv) any representation made by Seller shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated and shall not have been remedied within 30 days of the earlier of (i) written notice thereof by Buyer or (ii) the date Seller obtains actual knowledge thereof; provided that, (a) such breach is capable of being cured and (b) Seller diligently and continuously pursues such cure in good faith (the sufficiency of Seller’s efforts being determined by Seller in its sole discretion);

(v) (A) there occurs or exists, in relation to Seller, an event or condition in respect of Seller under one or more agreements or instruments relating to Indebtedness of Seller in excess of $15,000,000, that has resulted in such Indebtedness becoming, or becoming capable at such time of being declared due and payable under such agreements or instruments before it would otherwise have been due and payable, or (B) Seller fails to make one or more payments on the applicable due dates under such agreements or instruments (after giving effect to any applicable grace period) in an aggregate amount exceeding $100,000;

(vi) Buyer shall for any reason not have either (A) a valid ownership interest in the Purchased Assets, free of any claims that are adverse to Seller or Buyer, or (B) a valid, enforceable first priority security interest in the Purchased Assets and the Collateral purported to be covered hereby, and, in each case, such default is not remedied to the Buyer’s satisfaction within 5 Business Days after the occurrence thereof;

(vii) Seller shall merge or consolidate into any entity, and such entity is, in Buyer’s opinion, materially weaker than Seller prior to any such merger or consolidation;

(viii) Seller shall grant any Lien on the Purchased Assets or the Collateral, other than in favor of Buyer;

(ix) Seller shall suffer to exist any Lien on the Purchased Assets or the Collateral, other than in favor of Buyer, and such default is not remedied to the Buyer’s satisfaction within 30 days after the occurrence thereof; provided that if (1) such Lien is not subordinate to Buyer’s ownership interest (or security interest, as applicable) or (2) a default pursuant to clause (vi) above is continuing, a default under this clause (ix) must be remedied to the Buyer’s satisfaction within 5 Business Days after the occurrence thereof;

(x) (A) any of Seller’s respective Operative Documents are terminated or cease to be in full force and effect, or (B) there is a change to or modification of Seller’s Operative Documents, or to the primary focus of Seller’s business, and such action has, a Material Adverse Effect;

(xi) the Guarantee Agreement or a replacement therefor acceptable to Buyer shall for whatever reason be terminated or cease to be in full force and effect and not replaced, or the enforceability thereof shall be contested by Seller or any Parent Guarantor;

(xii) the breach by any Parent Guarantor of any material term or condition set forth in the Guarantee Agreement, or of any material representation, warranty, certification or covenant made or deemed made in the Guarantee Agreement by such Parent Guarantor (subject, in each case, to any applicable grace periods), or if any certificate furnished by any Parent Guarantor to Buyer pursuant to the provisions hereof or thereof, or any information with respect to the Purchased Assets, or any other Collateral furnished in writing on behalf of any Parent Guarantor shall prove to have been materially false or misleading in any respect as of the time made or furnished;

(xiii) the Affiliate Repurchase Agreement or a replacement therefor acceptable to Buyer shall for whatever reason be terminated (other than because all obligations thereunder have been paid in full in accordance with its terms) or cease to be in full force and effect and not replaced, or the enforceability thereof shall be contested by the seller thereof;

(xiv) the occurrence and continuance of a Default or Event of Default under the Affiliate Repurchase Agreement;

(xv) Seller shall admit to the Buyer in writing its inability to, or its intention not to, perform any of its obligations hereunder;

(xvi) the failure of Seller to be 100% owned by Taberna Realty Finance Trust and treated as a qualified REIT subsidiary as defined in Section 856 of the Code;

(xvi) the failure of Taberna Realty Finance Trust to continue to be qualified as a REIT and to be entitled to a dividend paid deduction under Section 857 of the Code with respect to dividends paid by it with respect to each taxable year for which it claims a deduction on its Form 1120-REIT filed with the United States Internal Revenue Service for such year;

(xvii) the failure of RAIT Financial Trust to continue to be qualified as a REIT and to be entitled to a dividend paid deduction under Section 857 of the Code with respect to dividends paid by it with respect to each taxable year for which it claims a deduction on its Form 1120-REIT filed with the United States Internal Revenue Service for such year.

(b) Upon the occurrence and during the continuance of an Event of Default, Buyer may, at its option and at any time (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for the Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur. Buyer shall (except upon the occurrence of an Act of Insolvency) give notice to Seller of the exercise of such option as promptly as practicable.

(c) If Buyer exercises or is deemed to have exercised the option referred to in subparagraph (b) of this Paragraph 11, (i) Seller’s obligations in the Transaction to repurchase all Purchased Assets, at the Repurchase Price therefor on the Repurchase Date determined in accordance with subparagraph (b) of this Paragraph, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by Buyer and applied to the unpaid Repurchase Price and any other amounts owing by Seller hereunder, and (iii) Seller shall immediately deliver to Buyer any Purchased Assets, or other Collateral subject to the Transaction then in Seller’s possession or control.

(d) If Buyer exercises or is deemed to have exercised the option referred to in subparagraph (b) of this Paragraph 11, Buyer, without prior notice to Seller, may (A) immediately sell, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as Buyer may reasonably deem satisfactory, any or all Purchased Assets, and other Collateral subject to the Transaction (provided, however, that any such sale must be made to a REIT or a qualified REIT subsidiary as defined in Section 856 of the Code if such requirement is specified in the underlying documents for such Purchased Asset or Collateral) and apply the proceeds thereof to the unpaid Repurchase Price and any other amounts owing by Seller hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Assets or other Collateral, to give Seller credit for such Purchased Assets, or other Collateral in an amount equal to the price therefor on such date, obtained from a generally recognized source or the most recent closing bid quotation from such a source, against the unpaid Repurchase Price and any other amounts owing by Seller hereunder.

Unless otherwise provided in Annex I, the parties acknowledge and agree that (1) in the absence of a generally recognized source for prices or bid or offer quotations for any Purchased Asset or other Collateral, Buyer may establish the source therefor in its sole discretion exercised in good faith and (2) all prices, bids and offers shall be determined together with accrued Income (except to the extent contrary to market practice with respect to the relevant Purchased Assets or other Collateral).

(e) Seller shall be liable to Buyer for (i) the amount of all reasonable legal or other expenses incurred by Buyer in connection with or as a result of an Event of Default and (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default.

(f) To the extent permitted by applicable law, Seller shall be liable to Buyer for interest on any amounts owing by Seller hereunder, from the date Seller becomes liable for such amounts hereunder until such amounts are (i) paid in full by Seller or (ii) satisfied in full by the exercise of Buyer’s rights hereunder. Interest on any sum payable by Seller to Buyer under this Paragraph 11(g) shall be at a rate equal to the Post-Default Rate.

(g) Buyer shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law.

(h) Buyer shall have the right to obtain physical possession of all files of Seller relating to the Collateral and all documents relating to the Collateral that are then or may thereafter come into the possession of Seller or any third party acting for Seller (other than the portion thereof that consists solely of internal analysis prepared by Seller) and Seller shall deliver to Buyer such assignments as Buyer shall request. Buyer shall be entitled to specific performance of all agreements of Seller contained in this Repurchase Agreement.

(i) Upon the occurrence and during the continuance of Net Worth Event, Buyer may, at its option and at any time, declare that the Repurchase Date for the Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur. Buyer shall give notice to Seller of the exercise of such option as promptly as practicable. For the avoidance of doubt, failure by the Seller to repurchase the Purchased Assets on such Repurchase Date shall constitute an Event of Default pursuant to Paragraph 11(a)(i) hereunder.

“(a) Seller may not assign any of its rights or obligations under this Repurchase Agreement. Buyer may at any time assign all of its rights and obligations under this Repurchase Agreement to a single entity that (i) is then-currently a REIT including, without limitation, to any Affiliate of Buyer that is then-currently a REIT, (ii) is then-currently a Qualified Institutional Buyer (as defined in the Securitization Documents) including, without limitation, to any Affiliate of Buyer that is then-currently a Qualified Institutional Buyer and (iii) simultaneously agrees to bound by the transfer restriction set forth in Paragraph 11(d) of this Repurchase Agreement and otherwise complies with all of the other requirements of the applicable securitization transaction. Seller agrees to cooperate with Buyer in connection with any such assignment, and to enter into such restatements of, and amendments, supplements and other modifications to, this Repurchase Agreement in order to give effect thereto.

(b) Title to the Purchased Assets shall pass to Buyer, and Buyer shall have free and unrestricted use of the Purchased Assets. Nothing in this Repurchase Agreement shall preclude Buyer from engaging in repurchase transactions with any of the Purchased Assets and Collateral or otherwise selling, pledging, repledging, transferring, hypothecating, or rehypothecating any of the Purchased Assets and Collateral, all on terms that Buyer may determine in its sole discretion; provided, however, that absent a default by the Seller, the Secured Parties may not cause the Purchased Assets or Collateral to be sold for federal income tax purposes, it being understood that a pledge of the Purchased Assets or Collateral by a Secured Party or a Secured Party entering into a repurchase agreement with respect to the Purchased Assets or Collateral that is treated as a financing for federal income tax purposes shall not cause the Purchased Assets or Collateral to be sold for federal income tax purposes, so long as the pledgee or buyer may not, in turn, sell, pledge, rehypothecate, or otherwise transfer the Purchased Assets or Collateral; provided further that Buyer shall transfer the Purchased Assets to Seller on the Repurchase Date free and clear of any pledge, Lien, security interest, encumbrance, charge or other adverse claim on the Purchased Assets. Nothing contained in this Repurchase Agreement shall obligate Buyer to segregate the Purchased Assets or Collateral transferred to Buyer by Seller.

Notwithstanding any other provision hereof, absent a default by the Seller, the Secured Parties and Seller agree to treat each Transaction as a loan by the Secured Party to Seller that is secured by the Purchased Assets and the Collateral for U.S. federal, state and local income tax purposes unless otherwise required pursuant to a “determination” within the meaning of Section 1313 of the Code.”

(a) Any and all payments by or on behalf of the Seller under or in respect of this Repurchase Agreement or any Purchased Asset or Collateral shall be made free and clear of, and without deduction or withholding for or on account of Taxes, unless required by law. If Taxes shall be required to be deducted or withheld any from or in respect of any sum payable under or in respect of this Repurchase Agreement or any Purchased Asset or Collateral to a Secured Party (i) all such deductions and withholdings in respect of Taxes shall be made and paid to the relevant taxation authority or in accordance with any requirement of law, and (ii) the sum payable by Seller shall be increased as may be necessary so that after all required deductions and withholdings have been made (including deductions and withholdings applicable to additional amounts payable under this Section 6) such Secured Party receives an amount equal to the sum it would have received had no such deductions or withholdings been made in respect of Non-Excluded Taxes. For purposes of this Repurchase Agreement the term “Non-Excluded Taxes” are Taxes other than, in the case of a Secured Party, Taxes that are imposed on its overall net income (and franchise taxes imposed in lieu thereof) by the jurisdiction under the laws of which such Secured Party is organized or of its applicable lending office, or any political subdivision thereof, unless such Taxes are imposed as a result of such Secured Party having executed, delivered or performed its obligations or received payments under, or enforced, this Repurchase Agreement (in which case such Taxes will be treated as Non-Excluded Taxes).

(b) In addition, Seller hereby agrees to pay any present or future stamp, recording, documentary, excise, property or value-added taxes, or similar taxes, charges or levies that arise from any payment made under or in respect of this Repurchase Agreement or from the execution, delivery or registration of, any performance under, or otherwise with respect to, this Repurchase Agreement (collectively, “Other Taxes”).

(c) Seller hereby agrees to indemnify the Secured Parties and their direct or indirect beneficial owners for, and to hold it harmless against, the full amount of Non-Excluded Taxes and Other Taxes, and the full amount of Taxes of any kind imposed on the Secured Parties and their direct or indirect beneficial owners by any jurisdiction on amounts payable under this Section 6 and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. The indemnity by Seller provided for in this Section 6(c) shall apply and be made whether or not the Taxes for which indemnification hereunder is sought have been correctly or legally asserted. Amounts payable by Seller under the indemnity set forth in this Section 6(c) shall be paid within ten (10) days from the date on which the Secured Party makes written demand therefor.

(d) Within thirty (30) days after the date of any payment of Taxes, Seller (or any Person making such payment on behalf of Seller) shall furnish to the Secured Party for its own account a certified copy of the original official receipt evidencing payment thereof.

(e) For purposes of this Section 6(e), the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Internal Revenue Code. Each Secured Party (including for avoidance of doubt any assignee, successor or participant) that either (i) is not incorporated under the laws of the United States, any State thereof, or the District of Columbia or (ii) whose name does not include “Incorporated,” “Inc.,” “Corporation,” “Corp.,” “P.C.,” “insurance company,” or “assurance company” (a “Non-Exempt Secured Party”) shall deliver or cause to be delivered to Seller the following properly completed and duly executed documents:

(i) in the case of a Non-Exempt Secured Party that is not a United States person or is a foreign disregarded entity for U.S. federal income tax purposes that is entitled to provide such form, a complete and executed (x) U.S. Internal Revenue Service Form W-8BEN with Part II completed in which the Secured Party claims the benefits of a tax treaty with the United States providing for a zero or reduced rate of withholding (or any successor forms thereto), including all appropriate attachments or (y) a U.S. Internal Revenue Service Form W-8ECI (or any successor forms thereto); or

(ii) in the case of a Non-Exempt Secured Party that is an individual, (x) a complete and executed U.S. Internal Revenue Service Form W-8BEN (or any successor forms thereto) and a certificate substantially in the form of Exhibit C (a “Section 6 Certificate”) or (y) a complete and executed U.S. Internal Revenue Service Form W-9 (or any successor forms thereto); or

(iii) in the case of a Non-Exempt Secured Party that is organized under the laws of the United States, any State thereof, or the District of Columbia, a complete and executed U.S. Internal Revenue Service Form W-9 (or any successor forms thereto); or

(iv) in the case of a Non-Exempt Secured Party that (x) is not organized under the laws of the United States, any State thereof, or the District of Columbia and (y) is treated as a corporation for U.S. federal income tax purposes, a complete and executed U.S. Internal Revenue Service Form W-8BEN (or any successor forms thereto) and a Section 6 Certificate; or

(v) in the case of a Non-Exempt Secured Party that (A) is treated as a partnership or other non-corporate entity, and (B) is not organized under the laws of the United States, any State thereof, or the District of Columbia, (x)(i) a complete and executed U.S. Internal Revenue Service Form W-8IMY (or any successor forms thereto) (including all required documents and attachments) and (ii) a Section 6 Certificate, and (y) without duplication, with respect to each of its beneficial owners and the beneficial owners of such beneficial owners looking through chains of owners to individuals or entities that are treated as corporations for U.S. federal income tax purposes (for purposes of this Section 6(e)(v) all such owners, “beneficial owners”), the documents that would be provided by each such beneficial owner pursuant to this Section 6(e) if such beneficial owner were a Secured Party, provided, however, that no such documents will be required with respect to a beneficial owner to the extent the actual Secured Party is determined to be in compliance with the requirements for certification on behalf of its beneficial owner as may be provided in applicable U.S. Treasury regulations, or the requirements of this clause (v) are otherwise determined to be unnecessary, all such determinations under this clause (v) to be made in the sole discretion of Seller, provided, however, that Secured Party shall be provided an opportunity to establish such compliance as reasonable; or

(vi) in the case of a Non-Exempt Secured Party that is disregarded for U.S. federal income tax purposes, the document that would be required by clause (i), (ii), (iii), (iv), (v), (vii) and/or this clause (vi) of this Section 6(e) with respect to its beneficial owner if such beneficial owner were the Secured Party; or

(vii) in the case of a Non-Exempt Secured Party that (A) is not a United States person and (B) is acting in the capacity as an “intermediary” (as defined in U.S. Treasury Regulations), (x)(i) a U.S. Internal Revenue Service Form W-8IMY (or any successor form thereto) (including all required documents and attachments) and (ii) a Section 6 Certificate, and (y) if the intermediary is a “non-qualified intermediary” (as defined in U.S. Treasury Regulations), from each person upon whose behalf the “non-qualified intermediary” is acting the documents that would be required by clause (i), (ii), (iii), (iv), (v), (vi), and/or this clause (vii) with respect to each such person if each such person were a Secured Party.

If the Secured Party provides a form pursuant to clause (i)(x) and the form provided by the Secured Party at the time such Secured Party first becomes a party to this Repurchase Agreement or, with respect to a grant of a participation, the effective date thereof, indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be treated as Taxes other than “Non-Excluded Taxes” (“Excluded Taxes”) and shall not qualify as Non-Excluded Taxes unless and until such Secured Party provides the appropriate form certifying that a lesser rate applies, whereupon withholding tax at such lesser rate shall be considered Excluded Taxes solely for the periods governed by such form. If, however, on the date a Person becomes an assignee, successor or participant to this Repurchase Agreement, Secured Party transferor was entitled to indemnification or additional amounts under this Section 6, then the Secured Party assignee, successor or participant shall be entitled to indemnification or additional amounts to the extent (and only to the extent), that the Secured Party transferor was entitled to such indemnification or additional amounts for Non-Excluded Taxes, and the Secured Party assignee, successor or participant shall be entitled to additional indemnification or additional amounts for any other or additional Non-Excluded Taxes.

(f) For any period with respect to which a Secured Party has failed to provide Seller with the appropriate form, certificate or other document described in subsection (e) of this Section 6 (other than (i) if such failure is due to a change in any requirement of law, or in the interpretation or application thereof, occurring after the date on which a form, certificate or other document originally was required to be provided or (ii) if it is legally inadvisable or otherwise commercially disadvantageous for such Secured Party to deliver such form, certificate or other document), such Secured Party shall not be entitled to indemnification or additional amounts under subsection (a) or (c) of this Section 6 with respect to Non-Excluded Taxes imposed by the United States by reason of such failure; provided, however, that should a Secured Party become subject to Non-Excluded Taxes because of its failure to deliver a form, certificate or other document required hereunder, Seller shall take such steps as such Secured Party shall reasonably request, to assist such Secured Party in recovering such Non-Excluded Taxes.

(g) Without prejudice to the survival of any other agreement of the Seller hereunder, the agreements and obligations of the Seller contained in this Section 6 shall survive the termination of this Repurchase Agreement and the other Transaction Documents. Nothing contained in this Section 6 shall require the Secured Parties to make available any of its tax returns or any other information that it deems to be confidential or proprietary.

4

Schedule A

Purchased Assets

5

Schedule B

Interest-Only Assets

6

Schedule C

[RESERVED]

7

Schedule D

Permitted Scheduled Losses

8

Schedule E

Existing Indebtedness

None.

9

EXHIBIT A

FORM OF AMENDED AND RESTATED
PURCHASE CONFIRMATION

Ladies and Gentlemen:

Wilmington Trust Company, as agent for Cedric LLC, is pleased to deliver our written confirmation of our agreement to enter into the Transaction under the Amended and Restated Master Repurchase Agreement, dated as of October 27, 2008 (the “Repurchase Agreement”), between Wilmington Trust Company, as agent for Cedric LLC, as buyer, and Taberna Loan Holdings I, L.L.C., as seller, pursuant to which we will purchase from seller the Purchased Assets identified below. Capitalized terms used herein without definition have the meanings given in the Repurchase Agreement.

This Amended and Restated Purchase Confirmation amends, restates and replaces in its entirety the original Purchase Confirmation delivered by Buyer to Seller as of September 29, 2008.

Delivered to Seller as of September 29, 2008

WILMINGTON TRUST COMPANY,
as agent for Cedric LLC

By:     
Name:
Title:

Returned to Buyer as of September 29, 2008

AGREED AND ACKNOWLEDGED:

TABERNA LOAN HOLDINGS I, L.L.C.

Name:
Title:

10

Schedule A to
Amended and Restated
Purchase Confirmation

Schedule A

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12

EXHIBIT B

REPRESENTATIONS AND WARRANTIES

REGARDING THE PURCHASED ASSETS

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EXHIBIT C

FORM OF SECTION 6 CERTIFICATE

Reference is hereby made to the MASTER REPURCHASE AGREEMENT, dated as of [     ], 2008, between Taberna Loan Holdings I, LLC (the “Seller”) and Wilmington Trust Company, as agent for Cedric LLC (the “Buyer”) (the “Repurchase Agreement”). Pursuant to the provisions of Section 6 of the Repurchase Agreement, the undersigned hereby certifies that:

Date:      ,      

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EXHIBIT D

FORM OF DIRECTION LETTER

TABERNA LOAN HOLDINGS I, LLC

2929 ARCH STREET

17th FLOOR

PHILADELPHIA, PA 19104

DIRECTION LETTER

AS OF ___________, 2008

Ladies and Gentlemen:

Please refer to that certain [Indenture], dated [date] among [issuer] and [indenture trustee].

You are advised as follows, effective as of the date of this letter.

Assignment of Interest. Taberna Loan Holdings I, L.L.C. has entered into a Master Repurchase Agreement, dated as September 19, 2008 (as the same may be amended and/or restated from time to time, the “Repo Agreement”), with Wilmington Trust Company, as agent for Cedric LLC (“Buyer”) and has assigned its rights and interests in the following notes: [describe notes] (collectively, the “Notes”) (and all of its rights and remedies in respect of the Notes to Buyer.

Direction of Funds. In connection with Taberna Loan Holdings I, L.L.C.’s obligations under the Repo Agreement, Buyer hereby directs the Servicer to disburse, by wire transfer, any and all payments to be made under or in respect of the Notes to the following account at Wilmington Trust Company, for the benefit of Cedric LLC:

Wilmington Trust Company

ABA 031100092

Acct Name: Cedric Account

Acct. # 089951-001

Attn: Dorri, x6194

This direction shall remain in effect unless and until Buyer has notified [indenture trustee] otherwise in writing.

Modifications, Waivers, Etc. No modification, waiver, deferral, or release (in whole or in part) of any party’s obligations in respect of the Notes, or of any collateral for any obligations in respect of the Notes , shall be effective without the prior written consent of Buyer.

Please acknowledge your acceptance of the terms and directions contained in this correspondence by executing a counterpart of this correspondence and returning it to the undersigned.

Name:

Title:

Date:      , 2008

day of      , 2008

Name:

Title:

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ANNEX II

Names and Addresses for Communications Between Parties

WILMINGTON TRUST COMPANY

1100 NORTH MARKET STREET

WILMINGTON, DELAWARE ###-###-####

ATTENTION: CORPORATE TRUST ADMINISTRATOR/CEDRIC

with a copy to:

CEDRIC LLC

C/O ANGELO GORDON & CO.

245 PARK AVENUE

NEW YORK, NEW YORK 10167

ATTENTION: MR. DAVID ROBERTS

TABERNA LOAN HOLDINGS I, LLC

2929 ARCH STREET

17th FLOOR

PHILADELPHIA, PA 19104

Tel: (215)  ###-###-####

Fax: (215)  ###-###-####

ATTENTION: CHIEF LEGAL OFFICER

with a copy to:

LEDGEWOOD

1900 MARKET ST., SUITE 750

PHILADELPHIA, PA 19103

TEL: 215 ###-###-####

FAX: 215 ###-###-####

ATTENTION: LISA A. ERNST

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