Loan and Security Agreement



  
 Exhibit 10.3 

LOAN AND SECURITY AGREEMENT 
 DEKANIA INVESTORS, LLC 
 as Borrower 

with 
 TD BANK,
N.A., 
 as Agent and Issuing Bank 
 and 
 THE FINANCIAL INSTITUTIONS 

NOW OR HEREAFTER LISTED ON SCHEDULE A, 
 as Lenders 
 July 29, 2010 







  
 TABLE OF CONTENTS

  

							
	 	  	 	  	Page	 
	 SECTION 1. DEFINITIONS AND INTERPRETATION
	  	 	1	  
	 1.1
	  	 Terms Defined
	  	 	1	  
	 1.2
	  	 Other Capitalized Terms
	  	 	17	  
	 1.3
	  	 Accounting Principles
	  	 	17	  
	 1.4
	  	 Construction
	  	 	17	  
		
	 SECTION 2. THE LOANS
	  	 	17	  
	 2.1
	  	 Term Loan Facility - Description:
	  	 	17	  
	 2.2
	  	 Letters of Credit-Description:
	  	 	18	  
	 2.3
	  	 Reserved
	  	 	21	  
	 2.4
	  	 Reserved
	  	 	21	  
	 2.5
	  	 Advances and Payments
	  	 	22	  
	 2.6
	  	 Interest:
	  	 	24	  
	 2.7
	  	 Additional Interest Provisions:
	  	 	25	  
	 2.8
	  	 Fees
	  	 	26	  
	 2.9
	  	 Prepayments
	  	 	26	  
	 2.10
	  	 Funding Indemnity
	  	 	27	  
	 2.11
	  	 Use of Proceeds
	  	 	27	  
	 2.12
	  	 Pro Rata Treatment and Payments
	  	 	27	  
	 2.13
	  	 Inability to Determine Interest Rate
	  	 	29	  
	 2.14
	  	 Illegality
	  	 	29	  
	 2.15
	  	 Requirements of Law
	  	 	30	  
	 2.16
	  	 Taxes
	  	 	31	  
	 2.17
	  	 Replacement of Lenders
	  	 	33	  
		
	 SECTION 3. COLLATERAL
	  	 	34	  
	 3.1
	  	 Description
	  	 	34	  
	 3.2
	  	 Lien Documents
	  	 	35	  
	 3.3
	  	 Other Actions
	  	 	35	  
	 3.4
	  	 Searches
	  	 	36	  
	 3.5
	  	 [Reserved].
	  	 	36	  
	 3.6
	  	 Filing Security Agreement
	  	 	36	  
	 3.7
	  	 Power of Attorney
	  	 	36	  
		
	 SECTION 4. CLOSING AND CONDITIONS PRECEDENT TO ADVANCES
	  	 	36	  
	 4.1
	  	 Resolutions, Opinions, and Other Documents
	  	 	36	  
	 4.2
	  	 Absence of Certain Events
	  	 	37	  
	 4.3
	  	 Warranties and Representations at Closing
	  	 	38	  
	 4.4
	  	 Compliance with this Agreement
	  	 	38	  
	 4.5
	  	 Officer’s Certificate
	  	 	38	  
	 4.6
	  	 Closing
	  	 	38	  
	 4.7
	  	 Waiver of Rights
	  	 	38	  
	 4.8
	  	 Conditions for Future Advances
	  	 	38	  
	 4.9
	  	 Existing Notes
	  	 	39	  


  

					
		  	i	  	










							
	 SECTION 5. REPRESENTATIONS AND WARRANTIES
	  	 	39	  
	 5.1
	  	 Corporate Organization and Validity:
	  	 	39	  
	 5.2
	  	 Places of Business
	  	 	40	  
	 5.3
	  	 Pending Litigation
	  	 	40	  
	 5.4
	  	 Title to Properties
	  	 	40	  
	 5.5
	  	 Governmental Consent
	  	 	40	  
	 5.6
	  	 Taxes
	  	 	40	  
	 5.7
	  	 Financial Statements
	  	 	40	  
	 5.8
	  	 Full Disclosure
	  	 	41	  
	 5.9
	  	 Subsidiaries
	  	 	41	  
	 5.10
	  	 Investments, Guarantees, Contracts, etc.
	  	 	41	  
	 5.11
	  	 Government Regulations, etc.
	  	 	41	  
	 5.12
	  	 Business Interruptions
	  	 	42	  
	 5.13
	  	 Names and Intellectual Property:
	  	 	42	  
	 5.14
	  	 Other Associations:
	  	 	43	  
	 5.15
	  	 Environmental Matters
	  	 	43	  
	 5.16
	  	 Regulation O
	  	 	44	  
	 5.17
	  	 Capital Stock
	  	 	44	  
	 5.18
	  	 Solvency
	  	 	44	  
	 5.19
	  	 Perfection and Priority
	  	 	44	  
	 5.20
	  	 Commercial Tort Claims
	  	 	45	  
	 5.21
	  	 Letter of Credit Rights
	  	 	45	  
	 5.22
	  	 Deposit Accounts
	  	 	45	  
	 5.23
	  	 Anti-Terrorism Laws:
	  	 	45	  
	 5.24
	  	 Investment Company Act
	  	 	46	  
	 5.25
	  	 Transaction Documents
	  	 	46	  
		
	 SECTION 6. BORROWER’S AFFIRMATIVE COVENANTS
	  	 	46	  
	 6.1
	  	 Payment of Taxes and Claims
	  	 	46	  
	 6.2
	  	 Maintenance of Properties and Corporate Existence:
	  	 	46	  
	 6.3
	  	 Business Conducted
	  	 	47	  
	 6.4
	  	 Litigation
	  	 	48	  
	 6.5
	  	 Issue Taxes
	  	 	48	  
	 6.6
	  	 Bank Accounts
	  	 	48	  
	 6.7
	  	 Employee Benefit Plans
	  	 	48	  
	 6.8
	  	 Financial Covenants:
	  	 	48	  
	 6.9
	  	 Financial and Business Information
	  	 	49	  
	 6.10
	  	 Officers’ Certificates
	  	 	50	  
	 6.11
	  	 Audits and Inspection
	  	 	51	  
	 6.12
	  	 Reserved
	  	 	51	  
	 6.13
	  	 Information to Participant
	  	 	51	  
	 6.14
	  	 Material Adverse Developments
	  	 	51	  
	 6.15
	  	 Places of Business
	  	 	51	  
	 6.16
	  	 Commercial Tort Claims
	  	 	51	  
	 6.17
	  	 Letter of Credit Rights
	  	 	52	  
	 6.18
	  	 Pledged Collateral
	  	 	52	  
	 6.19
	  	 Management Agreements
	  	 	52	  
	 6.20
	  	 Sponsored CDO Equity Interests or Other Capital Stock
	  	 	52	  
	 6.21
	  	 Post Closing Requirements
	  	 	52	  


  
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	 SECTION 7. BORROWER’S NEGATIVE COVENANTS:
	  	 	52	  
	 7.1
	  	 Asset Sales, Merger, Consolidation, Dissolution or Liquidation
	  	 	52	  
	 7.2
	  	 Acquisitions
	  	 	53	  
	 7.3
	  	 Liens and Encumbrances
	  	 	53	  
	 7.4
	  	 Transactions With Affiliates or Subsidiaries
	  	 	53	  
	 7.5
	  	 Guarantees
	  	 	53	  
	 7.6
	  	 Distributions and Bonuses
	  	 	54	  
	 7.7
	  	 Other Indebtedness
	  	 	54	  
	 7.8
	  	 Loans and Investments
	  	 	54	  
	 7.9
	  	 Use of Lenders’ Name
	  	 	54	  
	 7.10
	  	 Miscellaneous Covenants
	  	 	54	  
	 7.11
	  	 Jurisdiction of Organization
	  	 	55	  
	 7.12
	  	 Organization Documents
	  	 	55	  
		
	 SECTION 8. DEFAULT
	  	 	55	  
	 8.1
	  	 Events of Default
	  	 	55	  
	 8.2
	  	 Cure
	  	 	57	  
	 8.3
	  	 Rights and Remedies on Default
	  	 	57	  
	 8.4
	  	 Nature of Remedies
	  	 	58	  
	 8.5
	  	 Set-Off
	  	 	59	  
		
	 SECTION 9. AGENT
	  	 	59	  
	 9.1
	  	 Appointment and Authority
	  	 	59	  
	 9.2
	  	 Rights as a Lender
	  	 	59	  
	 9.3
	  	 Exculpatory Provisions
	  	 	60	  
	 9.4
	  	 Reliance by Agent
	  	 	60	  
	 9.5
	  	 Delegation of Duties
	  	 	61	  
	 9.6
	  	 Resignation of Agent
	  	 	61	  
	 9.7
	  	 Non-Reliance on Agent and Other Lenders
	  	 	61	  
	 9.8
	  	 Reserved:
	  	 	62	  
	 9.9
	  	 Agent May File Proofs of Claim
	  	 	62	  
	 9.10
	  	 Collateral and Guaranty Matters
	  	 	62	  
	 9.11
	  	 Action on Instructions of Lenders
	  	 	63	  
	 9.12
	  	 Designation of Additional Agents
	  	 	63	  
		
	 SECTION 10. MISCELLANEOUS
	  	 	63	  
	 10.1
	  	 GOVERNING LAW
	  	 	63	  
	 10.2
	  	 Integrated Agreement
	  	 	63	  
	 10.3
	  	 Waiver
	  	 	64	  
	 10.4
	  	 Expenses; Indemnity
	  	 	64	  
	 10.5
	  	 Time
	  	 	65	  
	 10.6
	  	 Consequential Damages
	  	 	65	  
	 10.7
	  	 Brokerage
	  	 	65	  
	 10.8
	  	 Notices
	  	 	65	  
	 10.9
	  	 Headings
	  	 	67	  
	 10.10
	  	 Survival
	  	 	67	  
	 10.11
	  	 Amendments
	  	 	67	  
	 10.12
	  	 Successors and Assigns:
	  	 	68	  
	 10.13
	  	 Confidentiality
	  	 	71	  


  
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	 10.14
	  	 Duplicate Originals
	  	 	71	  
	 10.15
	  	 Modification
	  	 	72	  
	 10.16
	  	 Signatories
	  	 	72	  
	 10.17
	  	 Third Parties
	  	 	72	  
	 10.18
	  	 Discharge of Taxes, Borrowers’ Obligations, Etc.
	  	 	72	  
	 10.19
	  	 Withholding and Other Tax Liabilities
	  	 	72	  
	 10.20
	  	 Consent to Jurisdiction
	  	 	73	  
	 10.21
	  	 Waiver of Jury Trial
	  	 	73	  
	 10.22
	  	 Termination
	  	 	73	  
	 10.23
	  	 Patriot Act Notice
	  	 	73	  
	 10.24
	  	 Nonliability of Lenders
	  	 	73	  


  
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 EXHIBITS AND
SCHEDULES 
  

					
	 Exhibit A
	  	—	  	 Form of Assignment and Assumption Agreement

			
	 Exhibit B
	  	—	  	 Form of Authorization Certificate

			
	 Exhibit C
	  	—	  	 Form of Conversion/Extension

			
	 Exhibit D
	  	—	  	 Form of Advance Request

			
	 Exhibit E
	  	—	  	 Form of Compliance Certificate

			
	 Schedule A
	  	—	  	 Schedule of Lenders

			
	 Schedule B
	  	—	  	 Address of Lenders

			
	 Schedule C
	  	—	  	 Excluded Management Agreements

			
	 Schedule D
	  	—	  	 Management Agreements

			
	 Schedule E
	  	—	  	 Permanent Investments

			
	 Schedule F
	  	—	  	 Subsequent Assigned CDO Agreements

			
	 Schedule 1.1(a)
	  	—	  	 Permitted Indebtedness

			
	 Schedule 1.1(b)
	  	—	  	 Existing Liens and Claims

			
	 Schedule 5.1
	  	—	  	 Borrower’s States of Qualifications

			
	 Schedule 5.2
	  	—	  	 Places of Business

			
	 Schedule 5.3
	  	—	  	 Judgments, Proceedings, Litigation and Orders

			
	 Schedule 5.7
	  	—	  	 Federal Tax Identification Numbers and Organizational Identification Numbers

			
	 Schedule 5.9
	  	—	  	 Subsidiary and Affiliates

			
	 Schedule 5.10(a)
	  	—	  	 Existing Guaranties, Investments and Borrowings

			
	 Schedule 5.10(b)
	  	—	  	 Leases

			
	 Schedule 5.11(c)
	  	—	  	 Employee Benefit Plans

			
	 Schedule 5.13(a)
	  	—	  	 Schedule of Names

			
	 Schedule 5.13(b)
	  	—	  	 Trademarks, Patents and Copyrights










					
	 Schedule 5.13(c)
	  	—	  	 Trademarks, Patents and Copyrights Required to Conduct Business

			
	 Schedule 5.14(a)
	  	—	  	 Other Associations

			
	 Schedule 5.14(b)
	  	—	  	 Sponsored CDO Offerings

			
	 Schedule 5.15
	  	—	  	 Environmental Disclosure

			
	 Schedule 5.17
	  	—	  	 Capital Stock

			
	 Schedule 5.19
	  	—	  	 Perfection

			
	 Schedule 5.20
	  	—	  	 Commercial Tort Claims

			
	 Schedule 5.21
	  	—	  	 Letter of Credit Rights

			
	 Schedule 6.21
	  	—	  	 Post Closing Matters

			
	 Schedule 7.4(a)
	  	—	  	 Transactions with Affiliate and Subsidiaries



  
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 LOAN AND SECURITY
AGREEMENT 
 This Loan and Security Agreement (“Agreement”) is dated as of the 29th day of July, 2010, by and
among Dekania Investors, LLC, a Delaware limited liability company (“Borrower”), TD Bank, N.A., a national banking association, in its capacity as agent (“Agent”), TD Bank, N.A., in its capacity as issuing
bank (“Issuing Bank”) and each of the financial institutions which are now or hereafter identified as Lenders on Schedule A attached hereto and made a part of this Agreement (as such Schedule may be amended, modified or replaced from time
to time), (each such financial institution, individually each being a “Lender” and collectively all being “Lenders”). 
 BACKGROUND 
 A. Borrower desires to establish financing with Lenders to
permit its uninterrupted and continuous business operations. Lenders are willing to make loans and grant extensions of credit to Borrower under the terms and provisions hereinafter set forth. 

B. The parties desire to define the terms and conditions of their relationship and reduce them to writing. 

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows: 

SECTION 1. DEFINITIONS AND INTERPRETATION 
 1.1 Terms Defined: As used in this Agreement, the following terms have the following respective meanings: 
 Acceptance Date – Section 10.12. 
 Additional Agent –
Section 9.12. 
 Adjusted Base Rate – The sum of the Base Rate plus two and three quarters percent
(2.75%). 
 Adjusted LIBOR Rate – For the LIBOR Interest Period for each LIBOR Rate Loan comprising part of the same
borrowing (including conversions, extensions and renewals), a per annum interest rate equal to the greater of (a) one and one half percent (1.5%) or (b) as determined pursuant to the following formula: 

 

			
	Adjusted LIBOR Rate =	 	London Interbank Offered Rate
		 	1 – LIBOR Reserve Percentage


Advance(s) – Any monies advanced or credit extended to Borrower by any Lender under the Term Loan Facility, including without
limitation cash advances and Letters of Credit. 
 Advance Request – Section 2.5(b)(i). 

  
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 Affiliate
– With respect to any Person, (i) any Person which, directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such Person, or (ii) any Person who is a director or officer
(a) of such Person or (b) of any Subsidiary of such Person. For purposes of this definition, control of a Person shall mean the power, direct or indirect, (1) to vote 10% or more of the Capital Stock having ordinary voting power for
the election of directors (or comparable equivalent) of such Person, or (2) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. Control may be by ownership, contract, or otherwise.

 Agreement – This Loan and Security Agreement, as it may hereafter be amended, supplemented or replaced from time
to time. 
 Anti-Terrorism Laws – Any statute, treaty, law (including common law), ordinance, regulation, rule,
order, opinion, release, injunction, writ, decree or award of any Governmental Authority relating to terrorism or money laundering, including Executive Order No. 13224 and the USA Patriot Act. 

Approved Fund – Any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course of its business and that is administered by (i) a Lender, (ii) an Affiliate of a Lender or (iii) an entity or an Affiliate of an entity that administers or manages a
Lender. 
 Asset Sale – The sale, transfer, lease, license or other disposition, by Borrower or any Guarantor to any
Person other than Borrower, or any Guarantor, of any Property now owned or hereafter acquired, of any nature whatsoever in any transaction or series of related transactions; provided, however, that an Asset Sale shall not include the sale of the
Assigned CDO Agreements (as defined in the Master Agreement), pursuant to the Master Agreement. An Asset Sale, includes without limitation, a division. 
 Assignment Agreement – An assignment and assumption agreement entered into by an assigning Lender and accepted by Agent, in accordance with Section 10.12, in the form of Exhibit A
attached hereto. 
 ATP – ATP Management LLC, a Delaware limited liability company. 

Authorized Officer – Any officer (or comparable equivalent) of Borrower authorized by specific resolution of Borrower to
request Advances or execute Quarterly Compliance Certificates as set forth in the authorization certificate delivered to Agent substantially in the form of Exhibit “B” attached hereto. 

Bankruptcy Code – The United States Bankruptcy Code, 11 U.S.C. §101 et. seq. as amended from time to time. 

Base Rate – The highest of (i) “Prime Rate” of interest as published in the “Money Rates”
Section of The Wall Street Journal on the applicable date (or the highest “Prime Rate” if more than one is published) as such rate may change from time to time, (ii) the Federal Funds Rate plus fifty (50) basis
points, and (iii) the Daily LIBOR Rate plus one hundred (100) basis points. If The Wall Street Journal ceases to be published or goes on strike or is otherwise not published, Agent


  
 2 








 
may use a similar published prime or base rate. The Base Rate is not necessarily the lowest or best rate of interest offered by Agent or any Lender to any borrower or class of borrowers.

 Base Rate Loans – That portion of the Loans (including any unreimbursed draws on any Letter of Credit), accruing
interest based on a rate determined by reference to the Base Rate. 
 Blocked Person – Section 5.23.

 Broker Entity – Collectively, Cohen & Company Securities LLC, a Delaware limited liability company and
Fairfax I. S. (US) LLC, a Delaware limited liability company. 
 Business Day – (i) Any day that is not a
Saturday or Sunday or day on which Agent or any Lender is required or permitted to close in Philadelphia, Pennsylvania or (ii) with respect to any LIBOR Rate Loan, any day which is a Business Day described in clause (i) and which is also a
day for trading by and between banks in dollar deposits in the London interbank market. 
 Capital Expenditures –
For any period, the aggregate of all expenditures (including that portion of Capitalized Lease Obligations attributable to that period) made in respect of the purchase, construction or other acquisition of fixed or capital assets, determined in
accordance with GAAP. 
 Capital Stock – Any and all shares, equity interests, or other equivalents (however
designated) of capital stock of a corporation, any and all other ownership interests in a Person (other than a corporation) and any and all warrants or options to purchase any of the foregoing. 

Capitalized Lease Obligations – Any Indebtedness represented by obligations under a lease that is required to be capitalized
for financial reporting purposes in accordance with GAAP. 
 CCFM – Cohen & Company Financial Management,
LLC, a Delaware limited liability company. 
 Change of Control – The result caused by the occurrence of any event
which results in (i) Parent owning (beneficially, legally, or otherwise) less than one hundred percent (100%) of the voting power of the issued and outstanding Capital Stock of Borrower entitled to vote, and with respect to any Person
included in the Dekania Group, the result caused by Parent owning, directly or indirectly, less than fifty-one percent (51%) of any class of the issued and outstanding Capital Stock of such Person entitled to vote or (ii) with respect to
Parent, any Person or group of Persons (other than Cohen & Company, Daniel G. Cohen, any Affiliate of Daniel G. Cohen, or trusts for the benefit of Daniel G. Cohen or one or more of his family members) obtaining (beneficially, legally or
otherwise) more than fifty percent (50%) of the voting power of issued and outstanding Capital Stock of Parent entitled to vote. 
 Closing – Section 4.6. 
 Closing Date –
Section 4.6. 
 Code – The Internal Revenue Code of 1986, as amended from time to time. 

  
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 Cohen &
Company – Cohen & Company Inc., a Maryland corporation. 
 Cohen Securities Funding – Cohen
Securities Funding LLC, a Delaware limited liability company. 
 Collateral – All of the Property and interests in
Property described in Section 3.1 of this Agreement and in any Security Document, and all other Property and interests in Property that now or hereafter secure payment of the Obligations and satisfaction by Borrower of all covenants and
undertakings contained in this Agreement and the other Loan Documents. 
 Collateral Pledge Agreement – That certain
Collateral Pledge Agreement executed by Parent, Borrower and certain other Guarantors in favor of Agent, on or prior to the Closing Date, as the same may be amended, modified, confirmed, supplemented or restated from time to time. 

Collateralized Debt Offering – An offering, by a special purpose entity, of interests in secured debt obligations, and other
investments permitted under the organizational and operating documents of such entity, which interests are sold to third party investors. 
 Consolidated Amortization Expense – For any period, the aggregate consolidated amount of amortization expense of the Dekania Group, as determined in accordance with GAAP. 

Consolidated Cash Flow – For any period, the Dekania Group’s Consolidated Net Income (or deficit) plus
(i) Consolidated Interest Expense, plus (ii) Consolidated Depreciation Expense, plus (iii) Consolidated Amortization Expense, plus (iv) Consolidated Tax Expense, plus (v) all other non-cash expenses (including non-cash stock
compensation), minus (vi) extraordinary gains, plus (vii) Non-Controlling Interest Expense, minus (viii) non-cash deferred sub-advisory revenue plus (ix) the release of restricted cash from the escrow account established under
the Escrow Agreement, all as determined in accordance with GAAP. 
 Consolidated Depreciation Expense – For any
period, the aggregate, consolidated amount of depreciation expense of the Dekania Group, as determined in accordance with GAAP. 

Consolidated Funded Debt – At any time (without duplication), the aggregate principal amount of interest bearing Indebtedness
of the Dekania Group on a consolidated basis, as determined in accordance with GAAP. 
 Consolidated Interest Expense
– For any period (without duplication), the aggregate, consolidated amount of interest expense required to be paid or accrued during such period on all Indebtedness of the Dekania Group outstanding during all or any part of such period, as
determined in accordance with GAAP. 
 Consolidated Net Income – For any period, consolidated net income after taxes
of the Dekania Group as such would appear on Borrower’s consolidated statement of income, prepared in accordance with GAAP 

Consolidated Net Worth – At any time, the sum of the amount by which all of (i) the Dekania Group’s consolidated
assets (excluding assets attributable to Non-Consolidation Entities), 

  
 4 








 
plus Subordinated Debt, exceed all of (ii) Consolidated Total Liabilities, all as would be shown on the Dekania Group’s consolidated balance sheet prepared in accordance with GAAP.

 Consolidated Tax Expense – For any period, the aggregate consolidated amount of income tax expense of the Dekania
Group, as determined in accordance with GAAP 
 Consolidated Total Liabilities – At any time, the aggregate total
amount of the Dekania Group’s consolidated liabilities as would be shown on the Dekania Group’s consolidated balance sheet prepared in accordance with GAAP. 
 Daily LIBOR Rate – For any day, the rate per annum determined by Agent by dividing (x) the Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve Percentage.

 Debt Payments – For any period, the sum of scheduled principal payments on account of the Dekania Group’s
long term Indebtedness for such period then ended plus Consolidated Interest Expense. 
 Debt Service Coverage Ratio
– For each period of four full fiscal quarters ended on the last day of each fiscal quarter, the ratio of (i) Consolidated Cash Flow to (ii) Debt Payments; all as determined in accordance with GAAP as of the last day of each such
fiscal quarter; provided however that: (I)(A) for the test period ending September 30, 2010, Debt Payments shall be equal to Debt Payments for the fiscal quarter ending September 30, 2010 multiplied by 4, (B) for the test period
ending on December 31, 2010, Debt Payments shall be equal to the sum of Debt Payments for the two consecutive fiscal quarters ending December 31, 2010 multiplied by 2, and (C) for the test period ending March 31, 2011, Debt
Payments shall be equal to the sum of Debt Payments for the three consecutive fiscal quarters ending March 31, 2011 multiplied by one and one third (1-1/3) and (II)(A) for the test period ending September 30, 2010, Consolidated Cash Flow
shall be equal to Consolidated Cash Flow for the fiscal quarter ending September 30, 2010, multiplied by 4, (B) for the test period ending December 31, 2010, Consolidated Cash Flow shall be equal to Consolidated Cash Flow for the two
consecutive fiscal quarters ending on December 31, 2010 multiplied by 2, and (3) for the test period ending on March 31, 2011, Consolidated Cash Flow shall be equal to Consolidated Cash Flow for the three consecutive fiscal quarters
ending on March 31, 2011 multiplied by one and one third (1-1/3). 
 Deep Value – Collectively, Strategos Deep
Value Mortgage Fund LP and Strategos Deep Value (Offshore) Mortgage Fund. 
 Default – An event which with the
passage of time, the giving of notice, or both would constitute an Event of Default. 
 Default Rate –
Section 2.7(b). 
 Dekania Group – Collectively, Borrower, CCFM, Dekania Capital Management, LLC, a Delaware
limited liability company, CIRA ECM, LLC, a Delaware limited liability company and any other Person that, subject to the limitations of this Agreement, becomes a Subsidiary of Borrower. 

  
 5 








  
 Disqualified
Stock – Any Capital Stock which by its terms (or by terms of any security into which it is convertible or for which it is exchangeable) or upon the happening of any event (i) matures or is mandatorily redeemable for any reason,
(ii) is convertible or exchangeable for Indebtedness or Capital Stock that meets the requirements of clauses (i) and (ii), or (iii) is redeemable at the option of the holder thereof, in whole or in part in each case on or prior to the
Term Loan Maturity Date. 
 Distribution – (i) Cash dividends or other cash distributions on any now or
hereafter outstanding Capital Stock of any Person included in the Dekania Group; (ii) the redemption, repurchase, defeasance or acquisition of such Capital Stock or of warrants, rights or other options to purchase such Capital Stock; and
(iii) any loans or advances (other than salaries), to any shareholder(s), partner(s), or member(s) of Borrower or any Guarantor; provided, however, a Distribution shall not include cash dividends or other cash distributions on any now or
hereafter outstanding Capital Stock of any Person included in the Dekania Group or loans or advances, to any shareholder(s), partner(s), or member(s) of Borrower, or any Gurantor or any other Subsidiary of the foregoing, that are comprised of
(A) cash proceeds received on a Closing Date (as defined in the Master Agreement) attributable to the sale of an Assigned CDO Agreement (as defined in the Master Agreement), which for the Closing Date (as defined in the Master Agreement) on or
about the date of this Agreement was $3,158,771.81, (B) the $1,891,421.21 received by any such Person from the Service Fees (as defined in the Service Agreement) payable pursuant to Section 3(a) of the Services Agreement, (C) amounts
received by any such Person from the Service Fees (as defined in the Service Agreement) payable pursuant to Section 3(b) of the Service Agreement, or (D) amounts received by any such Person in connection with the Loan Agreement.

 Draw Down Period – The period commencing on the Closing Date and ending on September 30, 2010. 

Environmental Laws – Any and all Federal, foreign, state, local or municipal laws, rules, orders, regulations, statutes,
ordinances, codes, decrees and any and all common law requirements, rules and bases of liability regulating, relating to or imposing liability or standards of conduct concerning pollution, protection of the environment, or the impact of pollutants,
contaminants or toxic or hazardous substances on human health or the environment, as now or may at any time hereafter be in effect. 
 ERISA – The Employee Retirement Income Security Act of 1974, as the same may be amended, from time to time. 
 Escrow Agreement – That certain Escrow Agreement among ATP, CCFM and TD Bank, N.A. dated July 29, 2010 and as amended from time to time. 

Event of Default – Section 8.1. 
 Excluded Management Fees – Fees received by Borrower or a Guarantor under any of the Management Agreements set forth on Schedule C attached hereto, as such Schedule C may be amended,
supplemented, replaced or restated from time to time, which fees are to be paid to a sub-advisor or other Person in accordance with agreements entered into in connection with the Management Agreements set forth on Schedule C attached hereto.


  
 6 








  
 Excluded
Property – 35% of total foreign Subsidiary voting stock of any foreign Subsidiary. 
 Executive Order
No. 13224 – The Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001, as the same has been, or shall hereafter be, renewed, extended, amended or replaced. 

Existing Loan Agreement – That certain Amended and Restated Loan and Security Agreement dated as of June 1, 2009 among
Cohen Brothers, LLC, TD Bank, N.A. and the financial institutions party thereto from time to time. 
 Existing Letters of
Credit – Those certain Letters of Credit issued by Issuing Bank (i) dated September 5, 2007 bearing L/C Number 136192070362 with a beneficiary of 181 West Madison CF Borrower LLC in the original amount of $50,000 and
(ii) dated November 25, 2009 bearing L/C Number 20003379 with a beneficiary of GSME Acquisition Partners I in the amount of $1,242,000. 
 Expenses – Section 10.4. 
 Fed Funds Rate – For any
day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day on the day next succeeding such day (or if such day is not a
Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or if such rate is not so published for any day which is a Business Day, the average of quotations for such day on such transactions received by Agent from
three Federal funds brokers of recognized standing selected by Agent. 
 Fin 46 Entity – Any entity that is required
pursuant to the requirements of the Financial Accounting Standards Board’s Interpretation Number 46 to be consolidated in the financial statements of Parent. 
 Fixed Charge Coverage Ratio – For each period of four full fiscal quarters ended on the last day of each fiscal quarter, the ratio of (i) Consolidated Cash Flow to (ii) the sum of
Debt Payments, plus Distributions made by the Dekania Group (net of cash contributions by Parent or Affiliates of Borrower to a Person included in the Dekania Group) all as determined in accordance with GAAP on the last day of each such
fiscal quarter; provided however that: (I)(A) for the test period ending September 30, 2010, Debt Payments plus Distributions shall be equal to Debt Payments for the fiscal quarter ending September 30, 2010 multiplied by 4 plus
Distributions for the fiscal quarter ending September 30, 2010 (B) for the test period ending on December 31, 2010, Debt Payments plus Distributions shall be equal to the sum of Debt Payments for the two consecutive fiscal quarters
ending December 31, 2010 multiplied by 2 plus Distributions for the two consecutive fiscal quarters ending December 31, 2010 and (C) for the test period ending March 31, 2011, Debt Payments plus Distributions shall be equal to
the sum of Debt Payments for the three consecutive fiscal quarters ending March 31, 2011 multiplied by one and one third (1-1/3) plus Distributions for the three consecutive fiscal quarters ending March 31, 2011 and (II)(A) for the test
period ending September 30, 2010, Consolidated Cash Flow shall be equal to Consolidated Cash Flow for the fiscal quarter ending September 30, 2010, multiplied by 4, (B) for the test period ending


  
 7 








 
December 31, 2010, Consolidated Cash Flow shall be equal to Consolidated Cash Flow for the two consecutive fiscal quarters ending on December 31, 2010 multiplied by 2, and (3) for
the test period ending on March 31, 2011, Consolidated Cash Flow shall be equal to Consolidated Cash Flow for the three consecutive fiscal quarters ending on March 31, 2011 multiplied by one and one third (1-1/3). 

Fronting Fee – Section 2.8(b)(ii). 
 GAAP – Generally accepted accounting principles as in effect on the Closing Date applied in a manner consistent with the most recent audited financial statements of Cohen & Company
furnished to Lender and described in Section 5.7 herein, subject, however, in the case of determination of compliance with the financial covenants in Section 6.8, to the provisions of Section 1.3. 

Government Acts – Section 2.2. 
 Government Authority – Any federal, state or local government or political subdivision, or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or
any court, tribunal, grand jury, or arbitration. 
 Guarantors – Collectively, Parent and each Subsidiary Guarantor.

 Guarantor Security Agreement – That certain security agreement executed by each Guarantor in favor of Agent,
dated on or prior to the Closing Date, as the same may be amended, modified, confirmed, supplemented or restated from time to time. 
 Hazardous Substances – Any substances defined or designated as hazardous or toxic waste, hazardous or toxic material, hazardous or toxic substance or similar term, under any Environmental Law.

 Hedging Agreements – Any Interest Hedging Instrument or any other interest rate protection agreement, foreign
currency exchange agreement, commodity purchase or option agreement, or any other interest rate hedging device or swap agreement (as defined in 11 U.S.C. § 101 et. seq.). 
 Indebtedness – Of any Person at any date, without duplication, (i) all indebtedness of such Person for borrowed money (including with respect to Borrower, the Obligations) or for the
deferred purchase price of property or services (other than current trade liabilities and other accruals incurred in the ordinary course of business and payable in accordance with customary practices), (ii) any other indebtedness of such Person
which is evidenced by a note, bond, debenture or similar instrument, (iii) all Capitalized Lease Obligations of such Person, (iv) the face amount of all letters of credit (including the Letters of Credit), issued for the account of such
Person and all drafts drawn thereunder, (v) all obligations of other Persons described in this definition of Indebtedness which such Person has guaranteed (other than endorsements of instruments), (vi) Disqualified Stock, (vii) all
obligations of such Person under Hedging Agreements (provided that the amount of such obligations to be included in Indebtedness shall be equal to the amount payable by such Person after giving effect to all legally enforceable netting agreements,
if such Hedging Agreements were terminated on such date), and (viii) all liabilities secured by any Lien on any property owned by such 

  
 8 








 
Person even though such Person has not assumed or otherwise become liable for the payment thereof. 
 Information – All information received from Borrower or any Guarantor relating to Borrower, any Guarantor or any of their respective businesses, other than any such information that is
available to Agent, any Lender or Issuing Bank on a non-confidential basis prior to disclosure by Borrower or any Guarantor, provided that, in the case of information received from Borrower or any Guarantor after the date of this Agreement,
such information is clearly identified at the time of delivery as confidential. 
 Interest Hedging Instrument – Any
documentation evidencing any interest rate swap, interest “cap” or “collar” or any other interest rate hedging device or swap agreement (as defined in 11 U.S.C. § 101 et. seq.) between Borrower or any Guarantor and a Lender
(or any Affiliate of a Lender). 
 IRS – Internal Revenue Service. 

Issuing Bank – TD Bank, N.A. 
 L/C Fees – Section 2.8(b)(i). 
 L/C Sublimit – At any
time, an amount not to exceed $1,300,000. 
 Letter of Credit – Those certain stand-by letters of credit (as
amended, supplemented, replaced or restated from time to time) issued from time to time pursuant to Section 2.2 of this Agreement, including the Existing Letters of Credit. 

Letter of Credit Documents – Any Letter of Credit, any amendment thereto, any documents delivered in connection therewith,
any application therefor, or any other documents (all in form and substance reasonably satisfactory to Issuing Bank), governing or providing for (i) the rights and obligations on the parties concerned or at risk, or (ii) any collateral
security for such obligations. 
 Leverage Ratio – At any time, the ratio of the Dekania Group’s
(i) Consolidated Funded Debt less Subordinated Debt, to (ii) Consolidated Cash Flow for each period of four full fiscal quarters ended on the last day of each fiscal quarter; provided however that: (I) for the test period
ending September 30, 2010, Consolidated Cash Flow shall be equal to Consolidated Cash Flow for the fiscal quarter ending September 30, 2010 multiplied by 4, (II) for the test period ending on December 31, 2010, Consolidated Cash
Flow shall be equal to Consolidated Cash Flow for the two consecutive fiscal quarters ending December 31, 2010 multiplied by 2, and (III) for the test period ending March 31, 2011, Consolidated Cash Flow shall be equal to Consolidated
Cash Flow for the three consecutive fiscal quarters ending March 31, 2011 multiplied by one and one third (1-1/3). 

LIBOR Interest Period – As to LIBOR Rate Loans, a period of one month, two months or three months, as selected by Borrower
pursuant to the terms of this Agreement (including continuations and conversions thereof); provided however, (i) if any LIBOR Interest Period would end on a day which is not a Business Day, such LIBOR Interest Period shall be extended to the
next 

  
 9 








 
succeeding Business Day (except that where the next succeeding Business Day falls in the next succeeding calendar month, then on the next preceding Business Day), (ii) no LIBOR Interest
Period shall extend beyond the Term Loan Maturity Date, and (iii) any LIBOR Interest Period with respect to a LIBOR Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such LIBOR Interest Period) shall end on the last Business Day of the relevant calendar month at the end of such LIBOR Interest Period. 
 LIBOR Rate – The sum of Adjusted LIBOR Rate plus four and one half percent (4.50%). 
 LIBOR Rate Loans – That portion(s) of the Loans accruing interest based on a rate determined by reference to the Adjusted LIBOR Rate. 

LIBOR Reserve Percentage – For any day, that percentage (expressed as a decimal) which is in effect from time to time under
Regulation D, as such regulation may be amended from time to time or any successor regulation, as the maximum reserve requirement (including, without limitation, any basic, supplemental, emergency, special, or marginal reserves) applicable with
respect to Eurocurrency liabilities as that term is defined in Regulation D (or against any other category of liabilities that includes deposits by reference to which the interest rate of LIBOR Rate Loans is determined), whether or not a Lender has
any Eurocurrency liabilities subject to such reserve requirement at that time. LIBOR Rate Loans shall be deemed to constitute Eurocurrency liabilities and as such shall be deemed subject to reserve requirements without benefits of credits for
proration, exceptions or offsets that may be available from time to time to a Lender. The Adjusted LIBOR Rate shall be adjusted automatically on and as of the effective date of any change in the LIBOR Reserve Percentage. 

Lien – Any interest of any kind or nature in property securing an obligation owed to, or a claim of any kind or nature in
Property by, a Person other than the owner of the Property, whether such interest is based on the common law, statute, regulation or contract, and including, but not limited to, a security interest or lien arising from a mortgage, encumbrance,
pledge, conditional sale or trust receipt, a capitalized lease, consignment or bailment for security purposes, a trust, or an assignment. For the purposes of this Agreement, Borrower or any Guarantor (as applicable) shall be deemed to be the owner
of any Property which it has acquired or holds subject to a conditional sale agreement or other arrangement pursuant to which title to the Property has been retained by or vested in some other Person for security purposes. 

Loans – Collectively, the unpaid balance of cash Advances under the Term Loan Facility which may be Base Rate Loans or LIBOR
Rate Loans and any unreimbursed draws under any Letter of Credit. 
 Loan Documents – Collectively, this Agreement,
the Notes, the Security Documents, the Letter of Credit Documents, the Perfection Certificate, the Notice Letters, and all agreements, instruments and documents executed and/or delivered from time to time pursuant to this Agreement or in connection
therewith, as amended, modified, confirmed, supplemented, or restated from time to time. 

  
 10 









  
 London Interbank
Offered Rate – With respect to any LIBOR Rate Loan for the LIBOR Interest Period applicable thereto, the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) equal to the British Bankers Association LIBOR
Rate (“BBA LIBOR”) as published by Bloomberg (or such other commercially available source providing quotations of BBA LIBOR as designated by Agent from time to time) at approximately 11:00 A.M. (London time) 2 Business Days prior to the
first day of such LIBOR Interest Period for a term comparable to such LIBOR Interest Period; provided however, if more than one BBA LIBOR Rate is specified, the applicable rate shall be the arithmetic mean of all such rates. If, for any reason, such
rate is not available, the term London Interbank Offered Rate shall mean, with respect to any LIBOR Rate Loan for the LIBOR Interest Period applicable thereto, the rate of interest per annum (rounded upwards, if necessary, to the nearest 1/100 of
1%) determined by Agent to be the average rates per annum at which deposits in dollars are offered for such LIBOR Interest Period to major banks in the London interbank market in London, England at approximately 11:00 A.M. (London time)
2 Business Days prior to the first day of such LIBOR Interest Period for a term comparable to such LIBOR Interest Period. 

Management Agreements – Collectively, those certain agreements set forth on Schedule D attached hereto, as such Schedule may
be amended, supplemented, replaced or restated from time to time and any other collateral management agreement (whether now existing or hereafter created or acquired) pursuant to which Borrower or a Guarantor shall serve as collateral manager in
connection with a Collateralized Debt Offering, a warehouse offering, a hedge fund or any other transaction. 
 Master
Agreement. That certain Master Transaction Agreement among CCFM, Cohen & Company and ATP dated as of July 29, 2010 and as amended from time to time. 
 Material Adverse Effect – A material adverse effect with respect to (i) the business, assets, properties, financial condition, stockholders’ equity, contingent liabilities, or
results of operations of Borrower or Borrower and all Guarantors on a consolidated basis, or (ii) Borrower’s ability to pay the Obligations in accordance with the terms hereof, or (iii) the validity or enforceability of this Agreement
or any of the other Loan Documents or the rights and remedies of Agent, Issuing Bank or any Lender hereunder or thereunder. 

Net Cash Proceeds – Section 2.9(d). 
 Non-Consolidation Entities – Collectively, the Fin 46 Entities. 

Non-Controlling Interest Expense – For any period, the amount of any non-controlling interest expense as shown on
Borrower’s statement of income as determined in accordance with GAAP, that is deducted in the calculation of Consolidated Net Income for such period. 
 Notes – Collectively, the Term Loan Notes. 
 Notice –
Section 10.8. 
 Notice Letter – Each Payment Instruction Letter in the form attached to the Guarantor Security
Agreement as Exhibit “A”, which has been or will be issued by each applicable Guarantor 

  
 11 









 
and delivered to, and acknowledged by, the applicable trustee under the indenture related to the applicable Management Agreement. 

Notice of Conversion/Extension – A written notice of conversion of a LIBOR Rate Loan to a Base Rate Loan, or of a Base Rate
Loan to a LIBOR Rate Loan or extension of a LIBOR Rate Loan, in each case substantially in the form of Exhibit “C” attached hereto. 
 Obligations – All existing and future debts, liabilities and obligations of every kind or nature at any time owing by Borrower or any Guarantor to Lenders, Issuing Bank or Agent whether under
this Agreement or any other Loan Document, whether joint or several, related or unrelated, primary or secondary, matured or contingent, due or to become due (including debts, liabilities and obligations obtained by assignment), and whether
principal, interest, fees, indemnification obligations hereunder or Expenses (specifically including interest accruing after the commencement of any bankruptcy, insolvency or similar proceeding with respect to Borrower, whether or not a claim for
such post-commencement interest is allowed), including, without limitation, debts, liabilities and obligations in respect of the Term Loan Facility, Reimbursement Obligations and any extensions, modifications, substitutions, increases and renewals
thereof; any amount payable by Borrower or any Guarantor pursuant to an Interest Hedging Instrument; the payment of all amounts advanced by Agent on behalf of any Secured Party to preserve, protect and enforce rights hereunder and in the Collateral;
and all Expenses. Without limiting the generality of the foregoing, Obligations shall include any other debts, liabilities or obligations owing to Agent in connection with any lock box, cash management, or other services (including electronic funds
transfers or automated clearing house transactions) provided by Agent to Borrower. 
 Overadvance –
Section 2.1(a). 
 Parent – Cohen Brothers, LLC, a Delaware limited liability company. 

Participant – Section 10.12. 
 Participant Register – Section 10.12. 
 PBGC – The
Pension Benefit Guaranty Corporation. 
 Perfection Certificate – The Perfection Certificate provided by Borrower
and each Guarantor to Agent on or prior to the Closing Date in form and substance satisfactory to Agent. 
 Permanent
Investments – Those certain assets or investments owned by Borrower or a Guarantor and which are set forth on Schedule E attached hereto. 
 Permitted Indebtedness – (i) Indebtedness to Agent, Issuing Bank and Lenders in connection with the Term Loan Facility and Letters of Credit or otherwise pursuant to the Loan Documents;
(ii) trade payables incurred in the ordinary course of any Person included in the Dekania Group’s business; (iii) purchase money Indebtedness (including Capitalized Lease Obligations) hereafter incurred by Borrower or any Guarantor to
finance the purchase of fixed assets; provided that, (a) such Indebtedness incurred in any fiscal year shall not exceed $1,000,000 (b) such Indebtedness shall not exceed the purchase price of the assets funded and (c) no such
Indebtedness may be refinanced for a principal amount in excess of the principal amount outstanding at the time of 

  
 12 









 
such refinancing; (iv) Indebtedness existing on the Closing Date that is identified and described on Schedule “1.1(a)” attached hereto and made part hereof; (v) Subordinated
Debt; and (vi) Indebtedness under Hedging Agreements. 
 Permitted Investments – (i)(a) obligations issued or
guaranteed by the United States of America or any agency thereof, (b) commercial paper with maturities of not more than 180 days and a published rating of not less than A-1 or P-1 (or the equivalent rating) by a nationally recognized investment
rating agency, (c) certificates of time deposit and bankers’ acceptances having maturities of not more than 180 days and repurchase agreements backed by United States government securities of a commercial bank if (1) such bank has a
combined capital and surplus of at least $500,000,000, or (2) its debt obligations, or those of a holding company of which it is a Subsidiary, are rated not less than A (or the equivalent rating) by a nationally recognized investment rating
agency, and (d) U.S. money market funds that invest solely in obligations issued or guaranteed by the United States of America or an agency thereof; (ii) loans to employees not to exceed $500,000 in the aggregate outstanding at any time;
(iii) so long as no Default or Event of Default exists, or after giving effect to any such investment would exist, investments in the Broker Entity; (iv) investments existing on the Closing Date and disclosed on Schedule
“5.10(a)”; (v) investments in Subsidiaries reflected on Schedule “5.9”; provided however, that nothing contained herein shall prevent Borrower from organizing new Subsidiaries in accordance with all of the conditions set
forth in this Agreement; and (vi) so long as no Default or Event of Default exists, or after giving effect to any such investment would exist, loans or advances to any shareholder(s), partner(s), or member(s) of Borrower or any Guarantor or any
Subsidiary of the foregoing that are comprised of amounts received by any such Person from or in connection with (I) the sale of the Assigned CDO Agreements (as defined in the Master Agreement), (II) the Service Fees (as defined in the Services
Agreement) payable pursuant to Sections 3(a) or 3(b) of the Services Agreement, or (III) the Loan Agreement. 
 Permitted
Liens – (i) Liens securing taxes, assessments or governmental charges or levies or the claims or demands of materialmen, mechanics, carriers, warehousemen, and other like persons not yet due; (ii) Liens incurred or deposits made
in the ordinary course of business in connection with workers’ compensation, unemployment insurance, social security and other like laws; (iii) Liens on fixed assets security purchase money Indebtedness permitted under Section 7.6;
provided that, (a) such Lien is attached to such assets concurrently, or within 20 days of the acquisition thereof, and only to the assets so acquired, and (b) a description of the asset acquired is furnished to Lender; and (iv) Liens
existing on the Closing Date and shown on Schedule “1.1(b)” attached hereto and made part hereof.  

Person – An individual, partnership, corporation, trust, unincorporated association or organization, joint venture, limited
liability company or partnership, or any other entity. 
 Property – Any interest of Borrower or any Guarantor in
any kind of property or asset, whether real, personal or mixed, tangible or intangible. 
 Pro Rata Percentage – As
to each Lender, the pro rata percentage set forth opposite each Lender’s name on Schedule A hereto. 

  
 13 









  
 Published Rate
– The rate of interest published each Business Day in The Wall Street Journal “Money Rates” listing under the caption “London Interbank Offered Rates” for a one month period. If The Wall Street Journal ceases
to be published or goes on strike or is otherwise not published, Agent may use a similar published eurodollar rate for a one month period. 
 Quarterly Compliance Certificate – Section 6.10. 

Register – Section 10.12. 
 Regulation D – Regulation D of the Board of Governors of the Federal Reserve System, comprising Part 204 of Title 12, Code of Federal Regulations, as amended, and any successor thereto.

 Reimbursement Obligations – Collectively, Borrower’s reimbursement obligation for any and all draws under
any Letter of Credit. 
 Related Parties – With respect to any specified Person, such Person’s Affiliates and
the respective directors, managers, officers, employees and agents of such Person and such Person’s Affiliates. 

Requirement of Law – As to any Person, each law, treaty, rule or regulation or determination of an arbitrator or a court or
other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. 
 Secured Parties – Collectively, Agent, Issuing Bank, Lenders and any Lender (or Affiliate of a Lender) that is a counterparty to any Interest Hedging Instrument, permitted under the Loan
Agreement and any permitted successors and assigns. 
 Securities Act – The Securities Act of 1933, as the same may
be amended from time to time. 
 Security Documents – Collectively, the Surety and Guaranty Agreement, the Guarantor
Security Agreement, the Collateral Pledge Agreement, and the Trademark Security Agreement, each executed by Cohen Bros. Financial, LLC, Borrower, Parent or Subsidiary Guarantors (as applicable), and any other agreements, instruments and documents
executed and/or delivered from time to time or in connection therewith related to any guaranty or suretyship obligation or the granting of any security interest or pledge off any Property to secure the repayment of the Obligations. 

Services Agreement – That certain Services Agreement between ATP and CCFM dated as of July 29, 2010 and as amended from
time to time. 
 Sponsored CDO Equity Interests – Collectively, those certain equity interests in the Collateralized
Debt Offerings set forth on Schedule “5.14(b)” attached hereto, as such Schedule may be amended, supplemented, replaced or restated from time to time and any other equity interests in additional Collateralized Debt Offerings sponsored by
Borrower or any Guarantor (whether now existing or hereafter created or acquired). 

  
 14 









  
 Sponsored CDO
Offerings – A Collateralized Debt Offering structured by a Guarantor and for which Borrower or a Guarantor acts as collateral manager pursuant to a Management Agreement. 

Subordinated Debt – Indebtedness of a Person included in the Dekania Group subject to payment terms and subordination
provisions acceptable to Agent in its sole discretion. 
 Subsequent Assigned CDO Agreement Sale – The sale by CCFM,
under the terms of the Master Agreement, of all or any of the Assigned CDO Agreements (as defined in the Master Agreement) described on Schedule F hereto, after the Closing Date. 

Subsidiary – With respect to any Person at anytime, (i) any corporation more than fifty percent (50%) of whose
voting stock is legally and beneficially owned directly or indirectly by such Person or owned by a corporation more than fifty percent (50%) of whose voting stock is legally and beneficially owned directly or indirectly by such Person;
(ii) any trust of which a majority of the beneficial interest is at such time owned directly or indirectly, beneficially or of record, by such Person or one or more Subsidiaries of such Person; and (iii) any partnership, joint venture,
limited liability company or other entity of which ownership interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions are at such time owned directly or indirectly,
beneficially or of record, by, or which is otherwise controlled directly, indirectly or through one or more intermediaries by, such Person or one or more Subsidiaries of such Person. Notwithstanding the foregoing, Non-Consolidation Entities shall be
deemed not to be Subsidiaries. 
 Subsidiary Guarantor – Alesco Collateral Holdings I, L.P., Alesco Funding, LLC,
Alesco Holdings, Ltd., Alesco Loan Holdings, LLC, Alesco Loan Holdings Trust, Alesco TPS Holdings, LLC, Alesco Warehouse Conduit, LLC, CIRA ECM, LLC, Cohen & Compagnie, Cohen & Company Financial Management, LLC, Cohen &
Company Funding, LLC, Cohen & Company Management, LLC, Cohen & Company Ventures, LLC, Cohen Asia Investments, Ltd., Cohen Bros. Acquisitions, Cohen Securities Funding, Dekania Capital Management, LLC, EuroDekania Management
Limited, Strategos Capital Management, LLC, Sunset Financial Holdings, LLC, Sunset Funding, LLC, Sunset Holdings, Ltd., Sunset Investment Vehicle, LLC, Sunset Loan Holdings Trust, Sunset TPS Holdings, LLC, and any other Person who may hereafter
guaranty, as surety, all of the Obligations. Notwithstanding inclusion of each of Cohen & Compagnie and EuroDekania Management Limited as a “Subsidiary Guarantor” hereunder, neither of Cohen & Compagnie or EuroDekania
Management Limited shall be required to execute the Surety and Guaranty Agreement or Guaranty Security Agreement. 
 Surety
and Guaranty Agreement – That certain surety and guaranty agreement executed by each Guarantor, in favor of Agent dated on or prior to the Closing Date, as the same may be amended, modified, confirmed, supplemented or replaced from time to
time. 
 Taxes – Section 2.16(a). 
 Term Loan A – Section 2.1(a)(ii) 
 Term Loan B –
Section 2.1(a)(ii) 

  
 15 









  
 Term Loan
Facility – Section 2.1(a). 
 Term Loan Limit – The sum of $14,600,000. 

Term Loan Maturity Date – September 30, 2012. 
 Term Loan Notes – Those notes described in Section 2.1(b), as amended, modified, supplemented or restated from time to time. 

Term Loan Pro Rata Share – As to any Lender, at any time, such Lender’s Pro Rata Percentage of the outstanding balance
of the Term Loan Facility plus unreimbursed Letters of Credit and outstanding and undrawn Letters of Credit. 
 Term
Loans – Section 2.1(a)(i). 
 Trademark Security Agreements – Collectively, those certain Trademark
Security Agreements executed by Parent and CCFM in favor of Agent on or prior to the Closing Date as the same may be amended, modified, confirmed, supplemented or restated from time to time. 

Trading Assets – Collectively, the net trading assets that comprise the following line items (including similar variations
thereof) classified, in accordance with GAAP, on Cohen & Company’s balance sheet; provided however that Trading Assets shall not include Permanent Investments or any fee arising under any Management Agreement: 

Assets 
  

	 	•	 	 Receivables from brokers, dealer, clearing agencies; 


  


	 	•	 	 Investments – trading; 


  

	 	•	 	 Receivables under resale agreements; 


  

	 	•	 	 Restricted cash; 


  

	 	•	 	 Securities borrowed; 


  

	 	•	 	 Deposits with clearing agent; 


  

	 	•	 	 Fails to receive; and 


  

	 	•	 	 Fees receivable 


 Liabilities 
  

	 	•	 	 Payables to brokers, dealers, and clearing agencies; 


  


	 	•	 	 Trading securities sold, but not yet purchased; 



  
 16 









  

	 	•	 	 Securities sold under agreements to repurchase; 


  

	 	•	 	 Securities loaned; 


  

	 	•	 	 Margin payable; and 


  

	 	•	 	 Fails to deliver. 


 Transaction Documents – Collectively, the Master Agreement, Services Agreement, Escrow Agreement and any other agreements, instruments and documents executed and delivered from time to time in
connection therewith. 
 UCC – The Uniform Commercial Code as adopted in the Commonwealth of Pennsylvania, as the
same may be amended from time to time. 
 Website Posting – Section 10.8. 

1.2 Other Capitalized Terms: All capitalized terms used without further definition herein shall have the respective meaning set
forth in the UCC. 
 1.3 Accounting Principles: Where the character or amount of any asset or liability or item of income
or expense is required to be determined or any consolidation or other accounting computation is required to be made for the purposes of this Agreement, this shall be done in accordance with GAAP as in effect on the Closing Date, to the extent
applicable, except as otherwise expressly provided in this Agreement. If there are any changes in GAAP after the Closing Date that would affect the computation of the financial covenants in Section 6.8, such changes shall only be followed, with
respect to such financial covenants, from and after the date this Agreement shall have been amended to take into account any such changes. 
 1.4 Construction: No doctrine of construction of ambiguities in agreements or instruments against the interest of the party controlling the drafting shall apply to this Agreement or any other Loan
Documents. 
 SECTION 2. THE LOANS 
 2.1 Term Loan Facility - Description: 
 (a)(i) Subject to the terms and
conditions of this Agreement, each Lender hereby severally establishes for the benefit of Borrower a term loan facility (collectively, the “Term Loan Facility”) which shall include Letters of Credit issued by Issuing Bank and cash Advances
extended by Lenders to or for the benefit of Borrower from time to time hereunder (such cash Advances are referred to herein as “Term Loans”). The aggregate principal amount of all Term Loans, unreimbursed Letters of Credit plus
outstanding and undrawn Letters of Credit shall not, at any time, exceed the Term Loan Limit. Amounts repaid under the Term Loans may not be reborrowed as Term Loans. If the aggregate principal amount of all Term Loans, unreimbursed Letters of
Credit plus outstanding and undrawn Letters of Credit at any time exceeds the Term Loan Limit (such excess amount, an “Overadvance”), Borrower shall within five (5) Business Days after notice from Agent, repay the Overadvance in full.


  
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 (ii) Subject to the
terms and conditions of this Agreement, during the Draw Down Period, Borrower may request that Lenders make Term Loans and each Lender severally agrees to lend to Borrower an amount equal to such Lender’s Pro Rata Percentage of the Term Loan
requested by Borrower. Borrowers shall not request and Lenders shall not make more than two (2) Term Loans. The first Term Loan (“Term Loan A”) shall be in the amount of $9,300,000 and shall be advanced on the Closing Date. The second
Term Loan (“Term Loan B”) shall be advanced during the Draw Down Period and shall (subject to the dollar limitations in Section 2.1(a)(i) above) be in an amount equal to the lesser of $4,000,000 or 55% of the amount deposited into
escrow pursuant to the Escrow Agreement, with respect to the Subsequent Assigned CDO Agreement Sale. The outstanding balance of Term Loans, unreimbursed Letters of Credit plus outstanding and undrawn Letters of Credit of each Lender shall not exceed
such Lender’s respective Term Loan Pro Rata Share. After the expiration of the Draw Down Period, Borrower shall not request and Lenders shall not make any further cash Advances. 

(b) At Closing with respect to Term Loan A and at the time of the advance of Term Loan B, Borrower shall execute and deliver a promissory
note to each Lender for such Lender’s Pro Rata Percentage of the original principal amount of each such Term Loan (collectively, as may be amended, supplemented, replaced or restated from time to time, the “Term Loan Notes”). Each
Note shall evidence Borrower’s absolute, unconditional obligation to repay such Lender for all outstanding Term Loans, unreimbursed Letters of Credit plus outstanding and undrawn Letters of Credit owed to such Lender, with interest as herein
and therein provided. Each and every Term Loan under the Term Loan Facility shall be deemed evidenced by the Term Loan Notes, which are deemed incorporated herein by reference and made a part hereof. 

(c)(i) The principal balance of Term Loan A shall be paid in seven equal consecutive quarterly installments in the amount of $1,162,500
each, commencing on September 30, 2010 and continuing on the last day of each December, March, June, and September thereafter. A final installment of all unpaid principal and all accrued interest shall be due and payable in full on the Term
Loan Maturity Date. 
 (ii) The principal balance of Term Loan B shall be paid in six equal consecutive quarterly installments,
each in an amount equal to 10% of the original principal balance of Term Loan B commencing on December 31, 2010 and continuing on the last day of each March, June, September and December thereafter. A final installment of all unpaid principal
and all accrued interest shall be due and payable in full on the Term Loan Maturity Date. 
 2.2 Letters of
Credit-Description: 
 (a) As part of the Term Loan Facility and subject to its terms and conditions, Issuing Bank shall,
upon the written request of Borrower which request shall not be given less than five (5) days prior to the issuance date, on behalf of and for the benefit of all Lenders, make available the Letters of Credit; the outstanding face amount of
which shall not exceed, at any time, in the aggregate, the L/C Sublimit. Each Letter of Credit issued from time to time under the Term Loan Facility which remains undrawn (and the amounts of draws on Letters of Credit prior to payment as hereinafter
set forth) shall reduce dollar for dollar, the amount available to be borrowed under the Term Loan Facility. Notwithstanding the foregoing, all Letters of Credit shall be in form and substance satisfactory to Issuing Bank and Agent. No Letter of
Credit shall have an expiry date 

  
 18 









 
later than (i) 365 days from the date of issuance, provided that any such Letter of Credit may be extendable for successive periods each of up to one year, but not beyond ten
(10) Business Days prior to the Term Loan Maturity Date or (ii) 10 Business Days prior to the Term Loan Maturity Date. Borrower shall execute and deliver to Issuing Bank all Letter of Credit Documents required by Issuing Bank for such
purpose. Each Letter of Credit shall comply with the Letter of Credit Documents. 
 (b) Immediately upon the issuance of any
Letter of Credit, Issuing Bank is deemed to have granted to each other Lender, and each other Lender is hereby deemed to have acquired, an undivided participating interest (without recourse or warranty), in accordance with each such other
Lender’s respective Pro Rata Percentage, in all of Issuing Bank’s rights and liabilities with respect to such Letter of Credit. Each Lender shall be absolutely and unconditionally obligated without deduction or setoff of any kind, to
Issuing Bank, according to its Pro Rata Percentage, to reimburse Issuing Bank on demand for any amount paid pursuant to any draws made at any time (including, without limitation, following the commencement of any bankruptcy, reorganization,
receivership, liquidation or dissolution proceeding with respect to Borrower) under any Letter of Credit. 
 (c) In the event of
any drawing under a Letter of Credit, Issuing Bank will promptly notify Borrower and Agent. Borrower shall, no later than 1:00 p.m. Eastern time on the Business Day such notice is given (if given prior to 11:00 a.m. Eastern time on such Business
Day) or on the next Business Day if such notice is given after 11:00 a.m. Eastern time, absolutely and unconditionally reimburse Issuing Bank without offset or deduction of any kind, for any draws made under a Letter of Credit. All of
Borrower’s Reimbursement Obligations hereunder with respect to Letters of Credit shall apply unconditionally and absolutely to all Letters of Credit issued hereunder on behalf of Borrower. 

(d) The obligation of Borrower to reimburse Issuing Bank for drawings made under the Letters of Credit shall be unconditional and
irrevocable and shall be paid strictly in accordance with the terms of this Agreement under all circumstances including, without limitation, the following circumstances: 
 (i) any lack of validity or enforceability of any Letter of Credit; 
 (ii) the
existence of any claim, setoff, defense or other right that Borrower or any other Person may have at any time against a beneficiary or any transferee of any Letter of Credit (or any persons or entities for whom any such beneficiary or transferee may
be acting), Agent, Issuing Bank, any Lender or any other Person, whether in connection with this Agreement, the transactions contemplated herein or any unrelated transaction; 
 (iii) any draft, demand, certificate or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being
untrue or inaccurate in any respect; 
 (iv) payment by Issuing Bank under any Letter of Credit against presentation of a
demand, draft or certificate or other document that does not comply with the terms 

  
 19 









 
of such Letter of Credit unless Issuing Bank shall have acted with willful misconduct or gross negligence in issuing such payment; 

(v) any other circumstances or happening whatsoever that is similar to any of the foregoing; or 

(vi) the fact that a Default or Event of Default shall have occurred and be continuing. 

(e) If by reason of (i) any change after the Closing Date in any Requirement of Law or (ii) compliance by Issuing Bank or
Lenders with any direction, reasonable request or requirement (whether or not having the force of law) of any governmental or monetary authority including, without limitation, Regulation D: 

(A) Issuing Bank or Lenders shall be subject to any tax or other levy or charge of any nature or to any variation thereof (except for
Taxes for which payments are due pursuant to, or excluded from, Section 2.16) or to any penalty with respect to the maintenance or fulfillment of its obligations under this Section 2.2, whether directly or by such being imposed on or
suffered by Issuing Bank or Lenders; 
 (B) any reserve, deposit or similar requirement is or shall be applicable, imposed or
modified in respect of any Letter of Credit issued by Issuing Bank; or 
 (C) there shall be imposed on Issuing Bank or any
Lender any other condition regarding this Section 2.2 or any Letter of Credit; and the result of the foregoing is to directly or indirectly increase the cost to Issuing Bank or any Lender of issuing, creating, making or maintaining any Letter
of Credit or to reduce the amount receivable in respect thereof by Issuing Bank or any Lender, then and in any such case, Issuing Bank shall, after the additional cost is incurred or the amount received is reduced, notify Borrower and Borrower shall
pay on demand such amounts as may be necessary to compensate Issuing Bank or any Lender for such additional cost or reduced receipt, together with interest on such amount from the date demanded until payment in full thereof at a rate per annum equal
at all times to the Adjusted Base Rate; provided that Borrower shall not be obligated for any amounts which may be payable as a result of changes occurring more than one hundred eighty (180) days prior to the date Agent notifies Borrower of
such changes. A certificate signed by an officer of Issuing Bank or such Lender as to the amount of such increased cost or reduced receipt showing in reasonable detail the basis for the calculation thereof, submitted to Borrower by Issuing Bank or
such Lender shall, except for manifest error and absent written notice from Borrower to Issuing Bank or such Lender within ten (10) days from submission, be final, conclusive and binding for all purposes. 

(f)(i) In addition to amounts payable as elsewhere provided in this Section 2.2, without duplication, Borrower hereby agrees to
protect, indemnify, pay and save Agent, Issuing Bank and each Lender harmless from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable attorneys’ fees) which Agent, Issuing
Bank and each Lender may incur or be subject to as a consequence, direct or indirect, of (a) the issuance of the Letters of Credit or (b) the failure of Issuing Bank to honor a drawing under any Letter of Credit as a result of any act or
omission, whether rightful or wrongful, of any present or 

  
 20 









 
future de jure or de facto government or Government Authority (all such acts or omissions herein called “Government Acts”) in each case except for claims, demands,
liabilities, damages, losses, costs, charges and expenses arising from acts or conduct of Issuing Bank constituting gross negligence or willful misconduct. 
 (ii) As among Borrower and Issuing Bank, Borrower assumes all risks of the acts and omissions of or misuse of the Letters of Credit issued by Issuing Bank by the respective beneficiaries of such Letters
of Credit. In furtherance and not in limitation of the foregoing, unless caused by the gross negligence or willful misconduct of Issuing Bank, Issuing Bank shall not be responsible: (A) for the form, validity, sufficiency, accuracy, genuineness
or legal effects of any document submitted by any party in connection with the application for and issuance if such Letters of Credit, even if it should in fact prove to be in any or all respects invalid, insufficient, inaccurate, fraudulent or
forged; (B) for the validity or sufficiency of any instrument transferring or assigning or purporting to transfer or assign any such Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, that may prove
to be invalid or ineffective for any reason; (C) for failure of the beneficiary of any such Letter of Credit to comply fully with conditions required in order to draw upon such Letter of Credit; (D) for errors, omissions, interruptions or
delays in transmission or delivery of any messages, by mail, cable, telegraph, telex or otherwise, whether or not they are in cipher; (E) for errors in interpretation of technical terms; (F) for any loss or delay in the transmission of any
document or required in order to make a drawing under such Letter of Credit or of the proceeds thereof; (G) for the misapplication by the beneficiary of any such Letter of Credit of the proceeds of any drawing under such Letter of Credit; and
(H) for any consequences arising from causes beyond the control of Issuing Bank, including, without limitation, any Government Acts. None of the above shall affect, impair or prevent the vesting of any of Issuing Bank’s rights or powers
hereunder. 
 (iii) In furtherance and extension and not in limitation of the specific provisions hereinabove set forth, any
action taken or omitted by Issuing Bank in connection with the Letters of Credit issued by it or the related certificates, if taken or omitted in good faith and in the absence of gross negligence, shall not create any liability on the part of
Issuing Bank to Borrower. 
 2.3 Reserved: 
 2.4 Reserved: 

  
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 2.5 Advances and
Payments: 
 (a) (i) Except to the extent otherwise set forth in this Agreement (or in the case of an Interest Hedging
Instrument under the applicable agreements), all payments of principal and of interest on the Term Loans, Reimbursement Obligations, the L/C Fees, Expenses, indemnification obligations and all other fees, charges and any other Obligations of
Borrower hereunder, shall be made to Agent at its main banking office, 1701 Route 70 East, Cherry Hill, New Jersey, 08034, in United States dollars, in immediately available funds. Alternatively, Agent, on behalf of all Lenders, shall have the
unconditional right and discretion (and Borrower hereby authorizes Agent) to charge Borrower’s operating and/or deposit account(s) with Agent or any Lender for all of Borrower’s Obligations as they become due from time to time under this
Agreement including without limitation, interest, principal, fees and reimbursement of Expenses. Any payments received prior to 2:00 p.m. Eastern time on any Business Day shall be deemed received on such Business Day. Any payments (including any
payment in full of the Obligations), received after 2:00 p.m. Eastern time on any Business Day shall be deemed received on the immediately following Business Day. 
 (ii) Agent will have the right to collect and receive all payments of the Obligations, and to collect and receive all reimbursements for draws made under the Letters of Credit, together with all fees,
charges or other amounts due under this Agreement and the Loan Documents and shall promptly distribute such payments to Lenders and Issuing Bank in accordance with the terms of Sections 2.5 and 2.12. 

(iii) If any such payment received by Agent is rescinded, determined to be unenforceable or invalid or is otherwise required to be
returned for any reason at any time, whether before or after termination of this Agreement and the Loan Documents, each Lender shall, upon written notice from Agent, promptly pay over to Agent its Pro Rata Percentage of the amount so rescinded, held
unenforceable or invalid or required to be returned, together with interest and other fees thereon if also required to be rescinded or returned. 
 (iv) All payments by Agent and Lenders to each other hereunder shall be in immediately available funds. Agent will at all times maintain proper books of account and records reflecting the interest of each
Lender in the Term Loans and the Letters of Credit, in a manner customary to Agent’s keeping of such records, which books and records shall be available for inspection by each Lender at reasonable times during normal business hours, at such
Lender’s sole expense. In the event that any Lender shall receive any payments (whether prior to or after the occurrence of an Event of Default) in reduction of the Obligations in an amount greater than its applicable Pro Rata Percentage in
respect of indebtedness to Lenders evidenced hereby (including, without limitation, amounts obtained by reason of setoffs), such Lender shall hold such excess in trust (to the extent such Lender is lawfully able to do so) for Agent (on behalf
of all other Lenders) and shall promptly remit to Agent such excess amount so that the amounts received by each Lender hereunder shall at all times be in accordance with its applicable Pro Rata Percentage. To the extent necessary for each
Lender’s actual percentage of all outstanding Term Loans to equal its applicable Pro Rata Percentage, the Lender having a greater share of any payment(s) than its applicable Pro Rata Percentage shall acquire a participation in the applicable
outstanding balances of the Term Loan Pro Rata Shares of the other Lenders as determined by Agent. 

  
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 (b) (i) Term Loans
which may be made by Lenders from time to time under the Term Loan Facility shall be made available for the use and benefit of Borrower by crediting such proceeds to Borrower’s operating account with Agent as designated in the Advance Request.

 (ii) All cash Advances requested by Borrower under the Term Loan Facility are to be in writing pursuant to a written request
(“Advance Request”) executed by an Authorized Officer in the form of Exhibit D attached hereto. Requests for Base Rate Loans must be requested by 10:00 A.M., Eastern time, on the date such Advance is to be made. Requests for LIBOR
Rate Loans must be requested by 10:00 A.M. Eastern time, three (3) Business Days in advance of the date such Advance is to be made and must specify the amount of the LIBOR Rate Loan and the LIBOR Interest Period. If no LIBOR Interest Period is
specified, the LIBOR Interest Period shall be deemed to be a one month period. 
 (iii) (A) Agent shall provide Lenders with
notice that Borrower has requested a Base Rate Loan, on the same Business Day as such request and request each Lender to provide Agent with such Lender’s Pro Rata Percentage of such requested Base Rate Loan prior to Agent’s making such
Base Rate Loan. Upon receipt of such notice from Agent prior to 11:00 A.M. Eastern time, each Lender shall remit to Agent its respective Pro Rata Percentage of such requested Base Rate Loan, prior to 2:00 P.M. Eastern time, on the Business Day Agent
is scheduled to make such Base Rate Loan in accordance with Section 2.5(b)(i) hereof. If notice is received after 11:00 A.M. Eastern time, each Lender shall remit its respective Pro Rata Percentage of the Base Rate Loan on the next Business
Day. 
 (B) Agent shall provide Lenders with notice that Borrower has requested a LIBOR Rate Loan, three (3) Business Days
in advance of the requested LIBOR Rate Loan and request each Lender to provide Agent with such Lender’s Pro Rata Percentage of such requested LIBOR Rate Loan prior to Agent’s making such LIBOR Rate Loan. Upon receipt of such notice from
Agent, each Lender shall remit to Agent its respective Pro Rata Percentage of such requested LIBOR Rate Loan, prior to 2:00 P.M. Eastern time, on the Business Day Agent is scheduled to make such LIBOR Rate Loan in accordance with
Section 2.5(b)(i) hereof. 
 (C) Neither Agent nor any other Lender shall be obligated, for any reason whatsoever, to
remit or advance the share of any other Lender. Agent shall not be required to make the full amount of the requested cash Advance unless and until it receives funds representing each other Lender’s Pro Rata Percentage of such requested cash
Advance, but Agent shall advance to Borrower that portion of the requested cash Advance equal to the Pro Rata Percentages of such requested cash Advance which it has received from Lenders. 

(D) If Agent does not receive each other Lender’s Pro Rata Percentage of such requested cash Advance, and Agent elects, in its sole
discretion, to make the requested cash Advance on behalf of Lenders or any of them, Agent shall be entitled to recover each Lender’s Pro Rata Percentage of each cash Advance together with interest at a per annum rate equal to the Federal Funds
Rate during the period commencing on the date such cash Advance is made and ending on (but excluding) the date Agent recovers such amount. Each Lender is absolutely and unconditionally obligated, without deduction or setoff of any kind, to forward
to Agent its Pro Rata Percentage of each cash Advance made pursuant to the terms of this Agreement. To the extent Agent is not reimbursed by such Lender, Borrower shall repay Agent immediately on demand, such


  
 23 









 
amount. Agent shall also be entitled to recover any and all actual losses and damages (including, without limitation, reasonable attorneys’ fees) from any Lender failing to so advance upon
demand of Agent. Agent may set off the obligations of a Lender under this paragraph against any distributions or payments of the Obligations, which Agent would otherwise make available to such Lender at any time. 

(E) To the extent and during the time period in which any Lender fails to provide or delays providing its respective payment to Agent
pursuant to clause C or D above, such Lender’s percentage of all payments of the Obligations (but not the Pro Rata Percentage of future Advances required to be funded by such Lender) shall decrease to reflect the actual percentage which its
actual outstanding Loans bears to the total outstanding Loans of all Lenders. During the time period in which any Lender fails to provide or delays providing its respective payment to Agent pursuant to clause C or D above, such Lender shall not be
entitled to give instructions to Agent or to approve, disapprove, consent to or vote on any matters relating to this Agreement and the other Loan Documents. All amendments, waivers and other modifications of this Agreement and the Loan Documents may
be made without regard to such Lender. 
 2.6 Interest: 

(a) The unpaid principal balance of the Term Loan shall bear interest, subject to the terms hereof at a per annum rate equal to, at
Borrower’s option, the Adjusted Base Rate or LIBOR Rate. The unpaid balance of any unreimbursed draws under any Letter of Credit shall bear interest at a per annum rate equal to the Adjusted Base Rate. 

(b) Changes in the interest rate applicable to Base Rate Loans shall become effective on the same day that there is a change in the Base
Rate. 
 (c) Interest on Base Rate Loans shall be payable monthly, in arrears, on the first day of each month, beginning on the
first day of the first full calendar month after the Closing Date, and on the Term Loan Maturity Date. Interest on LIBOR Rate Loans shall be payable on the last day of the LIBOR Interest Period, and on the Term Loan Maturity Date. 

(d) Borrower may elect from time to time to convert Base Rate Loans (other than unreimbursed draws on any Letter of Credit) to LIBOR Rate
Loans, by delivering a Notice of Conversion/Extension to Agent at least three (3) Business Days prior to the proposed date of conversion. In addition, Borrower may elect from time to time to convert all or any portion of a LIBOR Rate Loan to a
Base Rate Loan by giving Agent irrevocable written notice thereof by 12:00 noon one (1) Business Day prior to the proposed date of conversion. LIBOR Rate Loans may only be converted to Base Rate Loans on the last day of the applicable LIBOR
Interest Period. If the date upon which a LIBOR Rate Loan is to be converted to a Base Rate Loan is not a Business Day, then such conversion shall be made on the next succeeding Business Day and during the period from such last day of a LIBOR
Interest Period to such succeeding Business Day such Loan shall bear interest as if it were a Base Rate Loan. All or any part of outstanding Base Rate Loans may be converted as provided herein; provided that unless Agent otherwise consents thereto,
no Loan may be converted into a LIBOR Rate Loan when any Event of Default has occurred and is continuing. 

  
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 (e) Borrower may
continue any LIBOR Rate Loans upon the expiration of a LIBOR Interest Period with respect thereto by delivering a Notice of Conversion/Extension to Agent at least three (3) Business Days prior to the proposed date of extension; provided that,
unless Agent otherwise consents thereto, no LIBOR Rate Loan may be continued as such when any Event of Default has occurred and is continuing, in which case such Loan shall be automatically converted to a Base Rate Loan at the end of the applicable
LIBOR Interest Period with respect thereto. If Borrower shall fail to give timely notice of an election to continue a LIBOR Rate Loan, or the continuation of LIBOR Rate Loans is not permitted hereunder, each such LIBOR Rate Loan shall be
automatically converted to a Base Rate Loan at the end of the applicable LIBOR Interest Period with respect thereto. 
 (f)
Borrower may not have more than five (5) LIBOR Rate Loans outstanding at any time. 
 2.7 Additional Interest
Provisions: 
 (a) Interest on the LIBOR Rate Loans shall be based on a three hundred sixty (360) day year but charged
for the actual number of days elapsed. Interest on Base Rate Loans shall be based on a three hundred sixty five (365)/three hundred sixty six (366) day year but charged for the actual number of days elapsed. 

(b) After the occurrence and during the continuance of an Event of Default hereunder, Agent may increase the per annum effective rate of
interest on all Loans, including amounts drawn and not yet reimbursed under Letters of Credit, to a rate equal to two hundred (200) basis points in excess of the applicable interest rate (“Default Rate”). Such increase shall be
retroactive from and after the date of the occurrence of the Event of Default. 
 (c) Borrower shall not request and Lenders
shall not make any LIBOR Rate Loans while an Event of Default exists. 
 (d) All contractual rates of interest chargeable on
outstanding Loans, shall continue to accrue and be paid even after a Default or Event of Default, maturity, acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the happening of any event or occurrence similar or dissimilar.

 (e) In no contingency or event whatsoever shall the aggregate of all amounts deemed interest hereunder and charged or
collected pursuant to the terms of this Agreement exceed the highest rate permissible under any law which a court of competent jurisdiction shall, in a final determination, deem applicable hereto. In the event that such court determines Lenders have
charged or received interest hereunder in excess of the highest applicable rate, Agent, on behalf of Lenders, shall in its sole discretion, apply and set off such excess interest received by Lenders against other Obligations due or to become due and
such rate shall automatically be reduced to the maximum rate permitted by such law. 

  
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 2.8 Fees:

 (a) Borrower shall pay to Agent for the ratable benefit of all Lenders in accordance with their Pro Rata Percentage a closing
fee in the amount of $250,000. The Closing Fee shall be paid on the Closing Date, shall be deemed fully earned and shall be non-refundable. 
 (b) (i) Borrower shall pay to Agent, for the ratable benefit of Lenders in accordance with their Pro Rata Percentage, letter of credit fees at a per annum rate equal to four and one-half percent
(4.50%) of the average daily maximum amount available to be drawn under each Letter of Credit on the first day of each calendar quarter in arrears. Such fees are the “L/C Fees”. 

(ii) Borrower shall also pay to Issuing Bank for the account of Issuing Bank all of Issuing Bank’s standard charges (including
without limitation all cable and wire transfer charges) for the account of Issuing Bank for the issuance, amendment, negotiation/payment, extension and cancellation of each such Letter of Credit. In addition, Borrower shall pay to Issuing Bank for
Issuing Bank’s own account an additional fronting fee equal to one quarter of one percent (0.25%) per annum (“Fronting Fee”) on the average daily maximum amount available to be drawn under each Letter of Credit on the first day of
each calendar quarter in arrears. 
 (c) All fees provided for in this Section 2.8 shall be based on a three hundred sixty
(360) day year and charged for the actual number of days elapsed. 
 2.9 Prepayments: 

(a) Borrower may, upon three (3) Business Days prior notice, voluntarily prepay the Term Loans in whole or in part (but in no event
may such prepayment be less Five Hundred Thousand Dollars ($500,000)) at any time or from time to time; provided that, any prepayment of a LIBOR Rate Loan shall be subject to Section 2.10. Any prepayment shall be accompanied by all accrued and
unpaid interest. Any partial prepayment of the Term Loan shall be applied as set forth in Section 2.9(f). 
 (b) To the
extent that an Overadvance exists, Borrower shall repay such Overadvance as provided in Section 2.1(a). 
 (c) Subject to
any limitations under Section 7.1 hereof, upon any Asset Sale or series of Asset Sales (other than an Asset Sale or series of Asset Sales consisting of Trading Assets), in either event outside of the ordinary course of Borrower’s or any
Guarantor’s business, Borrower shall prepay or cause to be prepaid the Obligations in an amount equal to with respect to any Asset Sales by a Person included in the Dekania Group, seventy five percent (75%) of the net cash proceeds of such
sale or disposition (i.e., the gross proceeds less the reasonable and customary costs of such sale or other dispositions) (“Net Cash Proceeds”), or with respect to any other Guarantor, ten percent (10%) of the Net Cash Proceeds, in
either event upon Borrower’s or any Guarantor’s receipt thereof. Such prepayments shall be applied as set forth in Section 2.9(f). 
 (d) Contemporaneously with the receipt by a Person included in the Dekania Group of any proceeds from the incurrence of any Indebtedness (other than Permitted Indebtedness) or receipt by a Person included
in the Dekania Group of additional contributions on account of Capital Stock (other than from Parent or Affiliates of Borrower) or Net Cash Proceeds from the 

  
 26 









 
issuance of additional Capital Stock of a Person included in the Dekania Group (other than from Parent or Affiliates of Borrower and excluding for all purposes any Net Cash Proceeds attributable
to a return of capital from Deep Value), Borrower shall prepay or cause to be prepaid the Obligations in an aggregate amount equal to one hundred percent (100%) of such proceeds. Such prepayments shall be applied as set forth in
Section 2.9(f). 
 (e) Contemporaneously with the receipt thereof by Borrower or any Guarantor of any additional
consideration paid by ATP related to earn-out payments under Section 3(b) of the Master Agreement, Borrower shall prepay or cause to be prepaid the Obligations in an aggregate amount equal to one hundred percent (100%) of such payments.
Such prepayments shall be applied as set forth in Section 2.9(f). 
 (f) All amounts prepaid pursuant to Sections 2.9(a),
(b), (c), (d) and (e) shall be applied ratably to Term Loan A and Term Loan B in the inverse order of maturity, after payment of accrued and unpaid interest thereon. Subject to the application described above, prepayments shall first be
applied to Base Rate Loans, and then to LIBOR Rate Loans. All prepayments of LIBOR Rate Loans shall be subject to Section 2.10. 
 2.10 Funding Indemnity: Borrower shall indemnify each Lender, and hold each Lender harmless from any loss, damages, liability, or expense which such Lender may sustain or incur (other than through
such Lender’s gross negligence or willful misconduct) as a consequence of (a) default by Borrower in making a borrowing of, conversion into, or extension of, LIBOR Rate Loans after Borrower has given a notice requesting the same in
accordance with the provisions of this Agreement, (b) default by Borrower in making any prepayment of a LIBOR Rate Loan after Borrower has given a notice thereof in accordance with the provisions of this Agreement, or (c) the making of a
prepayment of LIBOR Rate Loans on a day which is not the last day of a LIBOR Interest Period with respect thereto. With respect to LIBOR Rate Loans, such indemnification shall equal the excess, if any, of (i) the amount of interest which would
have accrued on the amount so prepaid, or not so borrowed, converted, or extended, for the period from the date of such prepayment, or of such failure to borrow, convert, or extend to the last day of the applicable LIBOR Interest Period (or in the
case of a failure to borrow, convert, or extend, the LIBOR Interest Period that would have commenced on the date of such failure) in each case at the applicable rate of interest for such LIBOR Rate Loans provided for herein over (ii) the amount
of interest (as reasonably determined by Agent) which would have accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the interbank Eurodollar market. This covenant shall survive the
termination of this Agreement, and the payment of the Obligations. 
 2.11 Use of Proceeds: The extensions of credit
under and proceeds of the Term Loan Facility shall be used, in part, on the Closing Date to refinance all existing Indebtedness of Parent under the Existing Loan Agreement and after the Closing Date, for working capital and general corporate
purposes and investments in Affiliates of Borrower. 
 2.12 Pro Rata Treatment and Payments: 

(a) Each borrowing shall be made pro rata according to the respective Pro Rata Percentages of Lenders. Unless otherwise required by
the terms of this Agreement, each payment under this Agreement, or any Note, shall be applied first, to any fees then due and owing by 

  
 27 









 
Borrower pursuant to Section 2.8; second, to interest then due and owing hereunder and under the Notes; third, to principal then due and owing hereunder and under the Notes;
and fourth, to cash collateralize the Reimbursement Obligations. Each payment on account of any fees pursuant to Section 2.8 shall be made pro rata in accordance with the respective amounts due and owing (except as to the Fronting
Fees expressly owing to Issuing Bank). Each payment by Borrower on account of principal of, and interest on, the Term Loans shall be applied to such Loans, as applicable, on a pro rata basis in accordance with the terms hereof. All payments
(including prepayments) to be made by Borrower on account of principal, interest, Expenses and fees shall be made without defense, set-off, or counterclaim; provided no such payment shall be, or constitute, a waiver of any rights or claims Borrower
may have. Agent shall distribute such payments to Lenders entitled thereto, on a pro rata basis promptly upon receipt, in the like funds as received. If any payment hereunder (other than payments on the LIBOR Rate Loans) becomes due and
payable on a day other than a Business Day, such payment shall be extended to the next succeeding Business Day, and with respect to payments of principal, interest thereon shall be payable at the then applicable rate during such extension.

 (b) Notwithstanding any other provisions of this Agreement to the contrary, after the exercise of remedies (other than the
invocation of the Default Rate) by Agent or Lenders, pursuant to Section 8.3, or after the Term Loans (with accrued interest thereon), and all other amounts under the Loan Documents (including without limitation, the maximum amount of all
contingent liabilities under Letters of Credit), shall automatically become due and payable in accordance with the terms hereof, all amounts collected or received by Agent, or any Lender, on account of the Obligations, or any other amounts
outstanding under any of the Loan Documents, or with respect to the Collateral, shall be paid over or delivered as follows (irrespective of whether the following costs, expenses, fees, interest, premiums, scheduled periodic payments, or Obligations
are allowed, permitted, or recognized as a claim in any proceeding resulting from the commencement of any bankruptcy, insolvency, or similar proceeding): 
 FIRST, to the payment of all Expenses (including without limitation, reasonable attorneys’ fees) of Agent in connection with enforcing the rights of Lenders under the Loan Documents, and any
protective advances made by Agent with respect to the Collateral under or pursuant to the terms of the Loan Documents; 
 SECOND, to the payment of any fees owed to Agent, and payable or reimbursable hereunder; 
 THIRD, to the payment of all reasonable and documented out-of-pocket costs and expenses (including without limitation, reasonable attorneys’ fees) of each Lender in connection with enforcing its
rights under the Loan Documents, or otherwise with respect to the Obligations owing to such Lender, as required by Section 10.4; 
 FOURTH, to the payment of all of the Obligations consisting of accrued fees and interest, and including with respect to any Interest Hedging Instrument, any fees, premiums, and scheduled periodic payments
due under such Interest Hedging Instrument, and any interest accrued thereon; 
 FIFTH, to the payment of
outstanding principal amount of the Obligations, and the payment or cash collateralization of the outstanding Reimbursement Obligations, and issued 

  
 28 









 
but undrawn amount of outstanding Letters of Credit, and including with respect to any Interest Hedging Instrument, any breakage, termination, or other payments due under such Interest Hedging
Instrument, and any interest accrued thereon; 
 SIXTH, to all other Obligations, and other obligations which
shall be become due and payable under the Loan Documents, or otherwise, and not repaid pursuant to clauses “FIRST” through “FIFTH” above; and 

SEVENTH, to the payment of the surplus, if any, to Borrower, or whoever may be lawfully entitled to receive such surplus.

 In carrying out the foregoing, (i) amounts received shall be applied in numerical order provided until exhausted prior
to application to the next succeeding category; (ii) each Lender shall receive an amount equal to its Pro Rata Percentage of amounts available to be applied pursuant to clauses “THIRD,” “FOURTH,” “FIFTH,” and
“SIXTH” above; and (iii) to the extent that any amount available for distribution pursuant to clause “FIFTH” above, are attributable to the issued but undrawn amount of outstanding Letters of Credit, such amounts shall be
held by Agent in a cash collateral account and applied (A) first, to reimburse Issuing Bank from time to time, for any drawings under such Letters of Credit; and (B) then, following the expiration of all Letters of Credit, to all other
obligations of the types described in clauses “FIFTH,” and “SIXTH” above in the manner provided in this Section 2.12. Notwithstanding the foregoing terms of this Section 2.12, only Collateral proceeds, and payments
under the Surety and Guaranty Agreements (as opposed to ordinary course principal, interest, and fee payments hereunder) shall be applied to obligations under any Interest Hedging Instrument. 

2.13 Inability to Determine Interest Rate: 
 Notwithstanding any other provision of this Agreement, if Agent shall reasonably determine (which determination shall be conclusive and binding absent manifest error) that, by reason of circumstances
affecting the relevant market, reasonable and adequate means do not exist for ascertaining the Adjusted LIBOR Rate for a LIBOR Interest Period, Agent shall forthwith give telephone notice of such determination, confirmed in writing, to Borrower, and
Lenders at least two (2) Business Days prior to the first day of such LIBOR Interest Period. Unless Borrower shall have notified Agent upon receipt of such telephone notice that it wishes to rescind or modify its request regarding such LIBOR
Rate Loans, any Loans that were requested to be made as LIBOR Rate Loans shall be made as Base Rate Loans and any Loans that were requested to be converted into or continued as LIBOR Rate Loans shall remain as or be converted into Base Rate Loans.
Until any such notice has been withdrawn by Agent, no further Loans shall be made as, continued as, or converted into, LIBOR Rate Loans for the LIBOR Interest Periods so affected. 

2.14 Illegality: 
 Notwithstanding any other provision of this Agreement, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof to any Lender by the relevant Governmental
Authority shall make it unlawful for such Lender to make or maintain LIBOR Rate Loans as contemplated by this Agreement, or to obtain in the interbank Eurodollar market, the funds with which to make such Loans, (a) such Lender shall promptly
notify Agent and Borrower thereof, 

  

					
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(b) the commitment of such Lender hereunder to make LIBOR Rate Loans or continue LIBOR Rate Loans as such shall forthwith be suspended until Agent shall give notice that the condition or
situation which gave rise to the suspension shall no longer exist, and (c) such Lender’s Loans then outstanding as LIBOR Rate Loans, if any, shall be converted on the last day of the LIBOR Interest Period for such Loans, or within such
earlier period as required by law as Base Rate Loans. Borrower hereby agrees promptly to pay any Lender, upon its demand, any additional amounts necessary to compensate such Lender for actual and direct costs (but not including anticipated profits)
reasonably incurred by such Lender in connection with any repayment in accordance with this Section 2.14, including but not limited to, any interest or fees payable by such Lender to lenders of funds obtained by it in order to make or maintain
its LIBOR Rate Loans hereunder. A certificate as to any additional amounts payable pursuant to this Section 2.14 submitted by such Lender, through Agent to Borrower shall be presumptive evidence of such amounts owing. Each Lender agrees to use
reasonable efforts to avoid or to minimize any amounts which may otherwise be payable pursuant to this Section 2.14; provided however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or
regulatory burdens deemed by such Lender in its reasonable discretion to be material. 
 2.15 Requirements of Law:

 (a) If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof or compliance
by any Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof: 
 (i) shall subject such Lender to any tax of any kind whatsoever with respect to any Letter of Credit, or any application relating thereto, any LIBOR Rate Loan made by it, or change the basis of taxation
of payments to such Lender in respect thereof (except for Taxes for which payments are due pursuant to, or excluded from, Section 2.16); 
 (ii) shall impose, modify, or hold applicable, any reserve, special deposit, compulsory loan, or similar requirement against assets held by, deposits or other liabilities in, or for the account of,
advances, loans, or other extension of credit (including participations therein) by, or any other acquisition of funds by, any office of such Lender which is not otherwise included in the determination of the LIBOR Rate hereunder; or 

(iii) shall impose on such Lender any other condition; 
 and the result of any of the foregoing is to materially increase the cost to such Lender of making or maintaining LIBOR Rate Loans, or the Letters of Credit, or the participation interest therein, or to
reduce any amount receivable hereunder, or under any Note, then, in any such case, Borrower shall promptly pay such Lender, upon its demand, any additional amounts necessary to compensate such Lender for such additional costs or reduced amount
receivable which such Lender reasonably deems to be material as determined by such Lender, with respect to its LIBOR Rate Loans or Letters of Credit; provided that Borrower shall not be obligated for any amounts which may be payable as a result of
changes occurring more than one hundred eighty (180) days prior to the date Agent notifies Borrower of such changes. A certificate as to any additional amounts payable pursuant to this Section 2.15 submitted by such Lender, through Agent,
to Borrower shall be presumptive evidence 

  

					
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of such amounts owing. Each Lender agrees to use reasonable efforts to avoid, or to minimize, any amounts which might otherwise be payable pursuant to this paragraph of this Section 2.15;
provided however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal regulatory burdens deemed by such Lender in good faith to be material. 

(b) If any Lender shall have reasonably determined that the adoption of, or any change in, any Requirement of Law regarding capital
adequacy, or in the interpretation or application thereof, or compliance by such Lender, or any corporation controlling such Lender, with any request or directive regarding capital adequacy (whether or not having the force of law) from any central
bank or Governmental Authority made subsequent to the date hereof, does or shall have the effect of reducing the rate of return on such Lender’s or such corporation’s capital as a consequent of its obligations hereunder to a level below
that which such Lender or such corporation could have achieved, but for such adoption, change, or compliance (taking into consideration such Lender’s or such corporation’s policies with respect to capital adequacy) by an amount reasonably
deemed by such Lender to be material, then from time to time, within fifteen (15) days after such demand by such Lender, Borrower shall pay to such Lender such additional amount as shall be certified by such Lender as being required to
compensate it for such reduction; provided that Borrower shall not be obligated for any amounts which may be payable as a result of changes occurring more than one hundred eighty (180) days prior to the date Agent notifies Borrower of such
changes. Such a certificate as to any additional amounts payable under this Section 2.15 submitted by a Lender (which certificate shall include a description of the basis for the computation), through Agent, to Borrower shall be presumptive
evidence of such amounts owing. 
 (c) The agreements in this Section 2.15 shall survive the termination of this Agreement
and payment of the Obligations. 
 2.16 Taxes: 
 (a) All payments made by Borrower hereunder or under any Note shall be, except as provided in Section 2.16(b), made free and clear of, and without deduction or withholding for, any present or future
taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature now or hereafter imposed by any Governmental Authority or by any political subdivision or taxing authority thereof or therein with respect to such payments (but
excluding any tax imposed on or measured by the net income or profits of a Lender (including franchise taxes imposed in lieu thereof) pursuant to the laws of the jurisdiction in which Agent or such Lender, as the case may be, is organized or the
jurisdiction in which the principal office or applicable lending office of Agent or such Lender is located or any subdivision thereof or therein and any branch profit taxes imposed by the United States or any similar tax imposed by any jurisdiction
described above) and all interest, penalties or similar liabilities with respect thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments or other charges being referred to collectively as “Taxes”). If any Taxes are
so levied or imposed, except as provided in Section 2.16(b), Borrower agrees to pay the full amount of such Taxes, and such additional amounts as may be necessary so that every payment of all amounts due under this Agreement or under any Note,
after withholding or deduction for or on account of any Taxes, will not be less than the amount provided for herein or in such Note. Borrower will furnish to Agent as soon as practicable after the date the payment of any Taxes is due pursuant to
applicable law certified copies (to the extent reasonably available and required by law) of tax receipts evidencing such payment by Borrower, except as provided in Section 2.16(b), Borrower


  

					
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agrees to indemnify and hold harmless each Lender, and reimburse such Lender upon its written request, for the amount of any Taxes so levied or imposed and paid by such Lender. 

(b) Each Lender that is not a United States person (as such term is defined in Section 770 l(a)(30) of the Code) (each, a
“Foreign Lender”) agrees to deliver to Borrower and Agent on or prior to the Closing Date, or in the case of a Lender that is an assignee or transferee of an interest under this Agreement pursuant to Section 10.12 (unless the
respective Lender was already a Lender hereunder immediately prior to such assignment or transfer), on the date of such assignment or transfer to such Lender, (i) if such Lender is a “bank” within the meaning of
Section 881(c)(3)(a) of the Code, two accurate and complete original signed copies of Internal Revenue Service Form W-8BEN, W-8ECI or W-81MY, with appropriate attachments (or successor forms), certifying such Lender’s entitlement to a
complete exemption from United States withholding tax with respect to payments to be made under this Agreement and under any Note, or (ii) if such Lender is not a “bank” within the meaning of Section 88l(c)(3)(a) of the Code,
Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY with appropriate attachments as set forth in clause (i) above, or (x) a certificate in form and substance satisfactory to Agent, and (y) two accurate and complete original signed
copies of Internal Revenue Service Form W-8BEN (or successor form) certifying such Lender’s entitlement to an exemption from United States withholding tax with respect to payments of interest to be made under this Agreement and under any Note.
In addition, each Lender agrees that it will deliver updated versions of the foregoing, as applicable, whenever the previous certification has become inaccurate in any material respect, together with such other forms as may be required in order to
confirm or establish the entitlement of such Lender to a continued exemption from or reduction in United States withholding tax with respect to payments under this Agreement and any Note. Notwithstanding anything to the contrary contained in
Sections 2.15(a) and 2.16(a), but subject to the immediately succeeding sentence, (x) Borrower shall be entitled, to the extent it is required to do so by law, to deduct or withhold Taxes imposed by the United States (or any political
subdivision or taxing authority thereof or therein) from interest, fees or other amounts payable hereunder for the account of any Lender, to the extent that such Lender has not provided to Borrower, IRS Forms that establish a complete exemption from
such deduction or withholding, and (y) Borrower shall not be obligated pursuant to Sections 2.15(a) and 2.16(a) hereof to gross-up payments to be made to a Lender in respect of Taxes imposed by the United States or to indemnify such Lender for
any withholding Taxes imposed by the United States if (i) such Lender has not provided to Borrower the IRS Forms required to be provided to Borrower pursuant to this Section or (ii) in the case of a payment, other than interest, to a
Lender described in clause (ii) above, to the extent that such Forms do not establish a complete exemption from withholding of such Taxes. Notwithstanding anything to the contrary contained in the preceding sentence or elsewhere in this
Section, Borrower agrees to pay additional amounts and to indemnify each Lender in the manner set forth in Sections 2.15(a) and 2.16(a) (without regard to the identity of the jurisdiction requiring the deduction or withholding) in respect of any
amounts deducted or withheld by it as described in the immediately preceding sentence as a result of any changes after the Closing Date in any applicable law, treaty, governmental rule, regulation, guideline or order, or in the interpretation
thereof, relating to the deducting or withholding of Taxes. 
 (c) Each Lender agrees to use reasonable efforts to avoid or to
minimize any amounts which might otherwise be payable pursuant to this Section 2.16; provided however, that such efforts shall not cause the imposition on such Lender of any additional costs or legal or regulatory burdens deemed by such Lender
in its sole discretion to be material. 

  

					
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 (d) If Borrower pays
any additional amount pursuant to this Section 2.16, with respect to a Lender, such Lender shall use reasonable efforts to obtain a refund of tax or credit against its tax liabilities on account of such payment; provided that, such Lender shall
have no obligation to use such reasonable efforts if either (i) it is in an excess foreign tax credit position or (ii) it believes in good faith, in its sole discretion, that claiming a refund or credit would cause materially adverse tax
consequences to it. In the event that such Lender receives such a refund or credit, such Lender shall pay to Borrower an amount that such Lender reasonably determines is equal to the net tax benefit obtained by such Lender as a result of such
payment by Borrower. In the event that no refund or credit is obtained with respect to Borrower’s payments to such Lender pursuant to this Section, then such Lender shall upon request provide a certification that such Lender has not received a
refund or credit for such payments. Nothing contained in this Section shall require a Lender to disclose or detail the basis of its calculation of the amount of any tax benefit or any other amount or the basis of its determination referred to
in the proviso to the first sentence of this Section 2.16 to Borrower or any other party. 
 (e) The agreements in this
Section 2.16 shall survive the termination of this Agreement and the payment of the Obligations. 
 2.17 Replacement of
Lenders: 
 (a) Borrower shall be permitted to replace any Lender that (i) requests (or requests on behalf of a
participant) reimbursement for amounts owing, or payment of any amount required, pursuant to Sections 2.14, 2.15, or 2.16; or (ii) defaults in its obligation to make Loans or to reimburse Issuing Bank for any draws on any Letter of Credit
hereunder, with a replacement financial institution; provided that, (A) such replacement does not conflict with any Requirement of Law, (B) no Event of Default shall have occurred and be continuing at the time of such replacement,
(C) prior to any such replacement, such Lender shall have taken no action so as to eliminate the continued need for payment of amounts owing pursuant to Sections 2.14, 2.15, or 2.16; (D) the replacement financial institution shall
purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (E) Borrower shall be liable to such replaced Lender under Section 2.10 if any LIBOR Rate Loan owing to such replaced
Lender shall be purchased other than on the last day of the LIBOR Interest Period relating thereto, (F) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to Agent and Borrower (such approvals not
to be unreasonably withheld), (G) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.12 (provided that, Borrower shall be obligated to pay the registration and processing fee
referred to therein), (H) until such time as such replacement shall be effective, Borrower shall pay all additional amounts (if any) required pursuant to Sections 2.14, 2.15, or 2.16, as the case may be, and (I) any such replacement shall
not be deemed to be a waiver of any rights that Borrower, Agent or any other Lender shall have against the replaced Lender. It is understood and agreed that if any Lender replaced hereunder fails to execute an Assignment Agreement, it shall be
deemed to have entered into such Assignment Agreement and such Assignment Agreement shall be effective as against such Lender. 

(b) In the event that Borrower requests but does not obtain the consent required by Section 10.11 for any amendment, waiver or
consent requiring the consent of all Lenders, then Borrower shall be permitted to replace all (but not less than all) non-consenting Lenders with one or 

  

					
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more replacement financial institutions; provided that, (i) such replacement does not conflict with any Requirement of Law, (ii) each replacement financial institution shall purchase,
at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of replacement, (iii) Borrower shall be liable to such replaced Lender under Section 2.10 if any LIBOR Rate Loan owing to such replaced Lender shall
be purchased other than on the last day of the LIBOR Interest Period relating thereto, (iv) each replacement financial institution, if not already a Lender, shall be reasonably satisfactory to Agent and Borrower (such approvals not to be
unreasonably withheld), and (v) the replaced Lender shall be obligated to make such replacement in accordance with the provisions of Section 10.12 (provided that, Borrower shall be obligated to pay the registration and processing fee
referred to therein). It is understood and agreed that if any Lender replaced hereunder fails to execute an Assignment Agreement, it shall be deemed to have entered into such Assignment Agreement. 

SECTION 3. COLLATERAL 
 3.1 Description: As security for the payment of the Obligations, and satisfaction by Borrower of all covenants and undertakings contained in this Agreement and the other Loan Documents, Borrower
hereby assigns and grants to Agent, for the ratable benefit of Secured Parties, a continuing first lien on and security interest in, upon and to all assets of Borrower, including but not limited to the following property, all whether now owned or
hereafter acquired, created or arising and wherever located (other than Excluded Property): 
 (i) Accounts - All
Accounts; 
 (ii) Chattel Paper - All Chattel Paper; 

(iii) Documents - All Documents; 
 (iv) Instruments - All Instruments; 
 (v) Inventory - All
Inventory; 
 (vi) General Intangibles - All General Intangibles; 

(vii) Equipment - All Equipment; 
 (viii) Fixtures - All Fixtures; 
 (ix) Deposit Accounts - All
Deposit Accounts; 
 (x) Goods - All Goods; 
 (xi) Letter of Credit Rights - All Letter of Credit Rights; 
 (xii)
Supporting Obligations - All Supporting Obligations; 
 (xiii) Investment Property - All Investment Property
(including all equity interests in any Sponsored CDO Offering); 

  

					
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 (xiv) Management
Fees - All fees arising under any Management Agreement except for the Excluded Management Fees; 
 (xv) Commercial Tort
Claims - All Commercial Tort Claims identified and described on Schedule “5.20” (as amended or supplemented from time to time); 
 (xvi) Property in Agent’s, Issuing Bank’s or any Lender’s Possession - All Property of any Borrower, now or hereafter in Agent’s, Issuing Bank’s or any Lender’s
possession; and 
 (xvii) Proceeds - The Proceeds (including, without limitation, insurance proceeds), whether cash or
non-cash, of all of the foregoing property described in clauses (i) thorough (xvi). 
 3.2 Lien Documents: As Agent
deems necessary at Closing and thereafter, Borrower shall execute and deliver to Agent, or have executed and delivered (all in form and substance reasonably satisfactory to Agent): 

(a) Financing statements pursuant to the UCC, which Agent may file in any jurisdiction where Borrower is organized and in any other
jurisdiction that Agent deems appropriate; 
 (b) Duly executed Notice Letters to be sent to, and acknowledged by, each trustee
under each Management Agreement; and 
 (c) Any other agreements, documents, instruments and writings, including, without
limitation, intellectual property security agreements, reasonably required by Agent to evidence, perfect or protect Lenders’ liens and security interest in the Collateral or as Agent may reasonably request from time to time. 

3.3 Other Actions: (a) In addition to the foregoing, Borrower shall do anything further that may be reasonably required by Agent
to secure Lenders and effectuate the intentions and objects of this Agreement, including, but not limited to, the execution and delivery of security agreements, contracts and any other documents required hereunder. At Agent’s reasonable
request, Borrower shall also promptly deliver (with execution by Borrower of all necessary documents or forms to reflect Agent’s Lien thereon) to Agent as bailee for Lenders, all items for which Lenders must receive possession to obtain a
perfected security interest, including without limitation, all certificates (including any certificates representing an equity interest in a Sponsored CDO Offering), notes, letters of credit, documents of title, Chattel Paper, Warehouse Receipts,
Instruments, and any other similar instruments constituting Collateral. 
 (b) Agent is hereby authorized to file financing
statements and amendments to financing statement without Borrower’s signature, in accordance with the UCC. Borrower hereby authorizes Agent to file all such financing statement and amendments to financing statement describing the collateral in
any filing office as Agent, in its sole discretion may determine, including financing statement listing “All Assets” in the collateral description therein. Borrower agrees to comply with the requests of Agent in order for Agent to have and
maintain a valid and perfected first security interest in the Collateral including, without limitation, executing and causing any other 

  

					
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Person to execute such documents as Agent may require to obtain Control (as defined in the UCC) over all Deposit Accounts, Letter of Credit Rights and Investment Property. 

3.4 Searches: (a) Agent shall, prior to or at Closing, and thereafter as Agent may reasonably determine from time to time, at
Borrower’s expense, obtain the following searches (the results of which are to be consistent with the warranties made by Borrower in this Agreement): 
 (i) UCC searches with the Secretary of State and local filing office of each state where Borrower or any Guarantor is organized, maintains its executive office, a place of business, or assets; and

 (ii) Judgment, federal tax lien and corporate tax lien searches, in all applicable filing offices of each state searched
under subparagraph (a) above. 
 (b) Borrower shall, prior to or at Closing and at its expense, obtain and deliver to Agent
good standing certificates showing each Borrower and each Guarantor to be in good standing in its state of organization and in each other state in which it is doing and presently intends to do business. 

3.5 [Reserved]. 
 3.6 Filing Security Agreement: A carbon, photographic or other reproduction or other copy of this Agreement or of a financing statement is sufficient as and may be filed in lieu of a financing
statement. 
 3.7 Power of Attorney: Each of the officers of Agent is hereby irrevocably made, constituted and appointed
the true and lawful attorney for Borrower (without requiring any of them to act as such) with full power of substitution to: (a) execute and/or file in the name of Borrower any financing statements, schedules, assignments, instruments,
documents and statements that Borrower is obligated to give Agent hereunder or is necessary to perfect (or continue or evidence the perfection of such security interest or Lien) Agent’s security interest or Lien in the Collateral; and
(b) following the occurrence of an Event of Default to (i) endorse the name of Borrower upon any and all checks, drafts, money orders and other instruments for the payment of monies that are payable to Borrower and constitute collections
on Borrower’s Accounts or proceeds of other Collateral and (ii) do such other and further acts and deeds in the name of Borrower that Agent may reasonably deem necessary or desirable to enforce any Account or other Collateral. 

SECTION 4. CLOSING AND CONDITIONS PRECEDENT TO ADVANCES 
 Closing under this Agreement is subject to the following conditions precedent (all documents other than those set forth in Section 4.9 to be in form and substance satisfactory to Agent and
Agent’s counsel): 
 4.1 Resolutions, Opinions, and Other Documents: Borrower shall have delivered or caused to be
delivered to Agent the following: 
 (a) this Agreement, the Term Loan Notes and the Security Documents, all properly executed
by Borrower and Guarantors, as applicable; 

  

					
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 (b) certified copies
of (i) resolutions of the board of directors or managers (as applicable) of Borrower and each Guarantor authorizing the execution, delivery and performance of this Agreement, the Notes to be issued hereunder and each other Loan Document
required to be executed by any Section hereof and (ii) Borrower’s and each Guarantor’s Articles or Certificate of Incorporation or Certificate of Organization (as applicable) and By-laws or Operating Agreement (as applicable) or
written certifications that there have been no amendments, modifications or other changes to any such organizational document since such documents were delivered in conjunction with the Existing Loan Agreement; 

(c) an incumbency certificate for Borrower identifying all Authorized Officers, with specimen signatures and an incumbency certificate
for each Guarantor identifying all individuals authorized to execute any applicable Loan Document, with specimen signatures; 

(d) a written opinion of Borrower’s and each Guarantor’s independent counsel addressed to Agent for the benefit of all Lenders
and opinions of such other counsel as Agent deems necessary; 
 (e) certification by the chief financial officer of Borrower
that there has not occurred any material adverse change in the operations and condition (financial or otherwise) of Borrower since December 31, 2009; 
 (f) payment by Borrower of all fees owing to Agent and/or Lenders and Expenses associated with Loans or Letters of Credit incurred to the Closing Date; 

(g) Searches and certificates required by Section 3.4 above; 

(h) Deposit Account control agreements, if necessary; 
 (i) Copies of all Management Agreements or written certifications that there have been no amendments, modifications or other changes to any such document since such documents were delivered in conjunction
with the Existing Loan Agreement; 
 (j) Sponsored CDO Equity Interests; 

(k) A certified copy of the Master Agreement and all other Transaction Documents and a certification that the initial transactions
contemplated thereunder have closed and that an amount not less than $11,700,000 has been deposited in the escrow account established under the Escrow Agreement; 
 (l) Borrower shall have repaid all existing Indebtedness of Borrower under the Existing Loan Agreement, including payment of the sum of $450,000 required under the terms of the Fee Letter (as defined in
the Existing Loan Agreement); and 
 (m) Such other documents reasonably requested by Agent. 

4.2 Absence of Certain Events: At the Closing Date, no Event of Default or Default hereunder shall have occurred and be
continuing. 

  

					
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 4.3 Warranties and
Representations at Closing: The warranties and representations contained in Section 5 as well as any other Section of this Agreement shall be true and correct in all respects on the Closing Date. 

4.4 Compliance with this Agreement: Borrower shall have performed and complied with all agreements, covenants and conditions
contained herein including, without limitation, the provisions of Sections 6 and 7 hereof, which are required to be performed or complied with by Borrower before or at the Closing Date. 

4.5 Officer’s Certificate: Agent shall have received a certificate dated the Closing Date and signed by the chief financial
officer of Borrower certifying that all of the conditions specified in this Section have been fulfilled. 
 4.6
Closing: Subject to the conditions of this Section, the Loans and Letters of Credit shall be made available on such date (the “Closing Date”) and at such time as may be mutually agreeable to the parties contemporaneously with the
execution hereof (“Closing”). 
 4.7 Waiver of Rights: By completing the Closing hereunder, or by making
Advances hereunder, Agent does not thereby waive a breach of any warranty or representation made by Borrower hereunder or under any agreement, document, or instrument delivered to Agent or otherwise referred to herein, and any claims and rights of
Agent resulting from any breach or misrepresentation by Borrower are specifically reserved by Agent. 
 4.8 Conditions for
Future Advances: The making of Advances under the Term Loan Facility in any form following the Closing Date is subject to the following conditions precedent (all instruments, documents and agreements to be in form and substance satisfactory to
Agent and its counsel) following the Closing Date: 
 (a) This Agreement and each of the other Loan Documents shall be
effective; 
 (b) No event or condition shall have occurred or become known to Borrower, or would result from the making of any
requested Advance, which could have a Material Adverse Effect; 
 (c) No Default or Event of Default then exists or after giving
effect to the making of the Advance would exist; 
 (d) Each Advance is within and complies with the terms and conditions of
this Agreement including, without limitation, the notice provisions contained in Section 2.4 hereof; 
 (e) No Lien (other
than a Permitted Lien or Lien permitted under Section 7 of this Agreement) has been imposed on Borrower or any Subsidiary Guarantor; 
 (f) Each representation and warranty set forth in Section 5 and any other Loan Document in effect at such time (as amended or modified from time to time) is then true and correct in all material
respects as if made on and as of such date except to the extent (i) Schedule 5.10(b), 5.11(c), 5.14(b), Schedule C, Schedule D or any other Schedule attached to this Agreement have been updated by Borrower in writing from time to time, provided
that any such update and 

  

					
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acceptance by Agent and Lenders shall not constitute a waiver of any Default or Event of Default that may be created by such updates and (ii) such representations and warranties are made
only as of a specific earlier date; and 
 (g) Borrower shall certify that, pursuant to the Master Agreement, ATP has acquired
additional Assigned CDO Agreements (as defined in the Master Agreement) in connection with the Subsequent Assigned CDO Agreement Sale and provide a list of such Assigned CDO Agreements as well as a schedule showing all amounts attributable thereto
deposited into escrow in accordance with the Escrow Agreement. 
 4.9 Existing Notes: Agent shall use its reasonable
efforts to obtain from each Lender under the Existing Loan Agreement the promissory notes issued in connection with the Existing Loan Agreement and return such notes to Parent. 
 SECTION 5. REPRESENTATIONS AND WARRANTIES 
 To induce Agent, Lenders
and Issuing Bank to complete the Closing and make the initial Advances under the Term Loan Facility to Borrower, Borrower represents and warrants to Agent, Issuing Bank and Lenders that: 

5.1 Corporate Organization and Validity: 
 (a) Borrower and each Guarantor (i) is duly organized and validly existing under the laws of the jurisdiction of its organization, (ii) has the appropriate power and authority to operate
its business and to own its Property and (iii) is duly qualified, is validly existing and in good standing and has lawful power and authority to engage in the business it conducts in each state where the nature and extent of its business
requires qualification, except where the failure to so qualify does not and could not have a Material Adverse Effect. A list of all states and other jurisdictions where Borrower and each Guarantor is qualified to do business is shown on Schedule
“5.1” attached hereto and made part hereof. 
 (b) The making and performance of this Agreement and the other Loan
Documents will not violate any Requirement of Law, or Borrower’s or any Guarantor’s certificate of formation, operating agreement or any other organizational documents, or violate or result in a default (immediately or with the passage of
time) under any contract, agreement or instrument to which Borrower or such Guarantor is a party, or by which Borrower or such Guarantor is bound. Neither Borrower nor any Guarantor is in violation of any term of any agreement or instrument to which
it is a party or by which it may be bound which violation has or could have a Material Adverse Effect, or of its respective charter, minutes or bylaw provisions, or certificate of formation, operating agreement or any other organizational document.

 (c) Borrower and each Guarantor has all requisite power and authority to enter into and perform this Agreement and any Loan
Documents to which it is a party, and to incur the obligations herein provided for, and has taken all proper and necessary action to authorize the execution, delivery and performance of this Agreement, and the other Loan Documents as applicable.


  

					
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 (d) This Agreement,
the Notes to be issued hereunder, and all of the other Loan Documents, when delivered, will be valid and binding upon Borrower and each Guarantor, and enforceable in accordance with their respective terms except as enforceability may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. 

5.2 Places of Business: The only places of business of Borrower and each Guarantor, and the places where Borrower and each
Guarantor keeps and intends to keep its Property, are at the addresses shown on Schedule “5.2” attached hereto and made part hereof. 
 5.3 Pending Litigation: There are no judgments or judicial or administrative orders or proceedings pending, or to the knowledge of Borrower, threatened, against Borrower or any Guarantor in any
court or before any Governmental Authority except as shown on Schedule “5.3” attached hereto and made part hereof or to the extent such judgments, administrative orders or proceedings could not result in a Material Adverse Effect. To the
knowledge of Borrower, there are no investigations (civil or criminal) pending or threatened against Borrower or any Guarantor, in any court or before any Governmental Authority. Neither Borrower nor any Guarantor is in default with respect to any
order of any Governmental Authority except where such default could not result in an Material Adverse Effect. To the knowledge of Borrower, no shareholder or executive officer of Borrower or any Guarantor, has been indicted in connection with or
convicted of engaging in any criminal conduct, or is currently subject to any lawsuit or proceeding or under investigation in connection with any anti-racketeering or other conduct or activity which may result in the forfeiture of any property to
any Governmental Authority. 
 5.4 Title to Properties: Borrower and each Guarantor has good and marketable title in fee
simple (or its equivalent under applicable law) to all the Property it purports to own, free from Liens and free from the claims of any other Person, except for Permitted Liens. 

5.5 Governmental Consent: Neither the nature of Borrower or any Guarantor or of its respective business or property, nor any
relationship between Borrower or any Guarantor, and any other Person, nor any circumstance affecting Borrower or any Guarantor in connection with the issuance or delivery of this Agreement, the Notes or any other Loan Documents is such as to require
a consent, approval or authorization of, or filing, registration or qualification with, any Governmental Authority on the part of Borrower or any Guarantor, except those that have been made or obtained or where such failure could not result in an
Material Adverse Effect. 
 5.6 Taxes: All tax returns required to be filed by Borrower and any Guarantor in any
jurisdiction have been filed, and all taxes, assessments, fees and other governmental charges upon Borrower and any Guarantor, or upon any of its respective Property, income or franchises, which are shown to be due and payable on such returns have
been paid, except for those taxes being contested in good faith with due diligence by appropriate proceedings for which appropriate reserves have been maintained under GAAP and as to which no Lien has been entered. Borrower is not aware of any
proposed additional tax assessment or tax to be assessed against or applicable to Borrower and any Guarantor. 
 5.7
Financial Statements: The annual audited consolidated (if applicable) balance sheet of Cohen & Company as of December 31, 2009, and the related statements of profit and loss,


  

					
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stockholder’s equity and cash flow as of such date accompanied by reports thereon from Cohen & Company’s independent certified public accountants (complete copies of which have
been delivered to Agent), and the interim consolidated (if applicable) balance sheet of Cohen & Company as of March 31, 2010, and the related statements of profit and loss, stockholder’s equity and cash flow as of such date have
been prepared in accordance with GAAP and present fairly the financial position of Cohen & Company and its Subsidiaries as of such dates and the results of its operations for such periods. The fiscal year for Borrower currently ends on
December 31. Borrower’s and each Guarantor’s federal tax identification number and state organizational identification number for UCC purposes are as shown on Schedule “5.7” attached hereto and made part hereof. 

5.8 Full Disclosure: The financial statements referred to in Section 5.7 of this Agreement do not, nor does any other written
statement of Borrower to Agent or any Lender in connection with the negotiation of the Loans, contain any untrue statement of a material fact. Such statements do not omit a material fact, the omission of which would make the statements contained
therein misleading. There is no fact known to Borrower which has not been disclosed in writing to Agent which has or could have a Material Adverse Effect. 
 5.9 Subsidiaries: No Guarantor has any Subsidiaries or Affiliates, except as shown on Schedule “5.9” attached hereto and made part hereof. 

5.10 Investments, Guarantees, Contracts, etc.: 
 (a) Other than Permitted Investments, neither Borrower nor any Guarantor owns or holds equity or long term debt investments in, or has any outstanding advances to, any other Person, except as shown on
Schedule “5.10(a),” attached hereto and made part hereof. 
 (b) Neither Borrower nor any Guarantor has entered into
any leases for real or personal Property (whether as landlord or tenant or lessor or lessee), except as shown on Schedule “5.10(b),” attached hereto and made part hereof. 

(c) Neither Borrower nor any Guarantor is a party to any contract or agreement, or subject to any charter or other corporate restriction,
which has or could have a Material Adverse Effect. 
 (d) Except as otherwise specifically provided in this Agreement, neither
Borrower nor any Guarantor has agreed or consented to cause or permit any of its Property whether now owned or hereafter acquired to be subject in the future (upon the happening of a contingency or otherwise), to a Lien not permitted by this
Agreement. 
 5.11 Government Regulations, etc.: 
 (a) The use of the proceeds of and Borrower’s issuance of the Notes will not directly or indirectly violate or result in a violation of Section 7 of the Securities Exchange Act of 1934, as
amended, or any regulations issued pursuant thereto, including, without limitation, Regulations U, T and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. Borrower does not own or intend to carry or purchase
any “margin stock” within the meaning of said Regulation U. 

  

					
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 (b) Borrower and each
Guarantor has obtained all licenses, permits, franchises or other governmental authorizations necessary for the ownership of its Property and for the conduct of its business. 
 (c) As of the date hereof, no employee benefit plan (“Pension Plan”), as defined in Section 3(2) of ERISA, maintained by Borrower or under which Borrower could have any liability under
ERISA (i) has failed to meet the minimum funding standards established in Section 302 of ERISA, (ii) has failed to comply in a material respect with all applicable requirements of ERISA and of the Internal Revenue Code, including all
applicable rulings and regulations thereunder, (iii) has engaged in or been involved in a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code which would subject Borrower to any material
liability, or (iv) has been terminated if such termination would subject Borrower to any material liability. Borrower has not assumed, or received notice of a claim asserted against Borrower for, withdrawal liability (as defined in
Section 4207 of ERISA) with respect to any multi employer pension plan and is not a member of any Controlled Group (as defined in ERISA). Borrower has timely made all contributions when due with respect to any multi employer pension plan in
which it participates and no event has occurred triggering a claim against Borrower for withdrawal liability with respect to any multi employer pension plan in which Borrower participates. All Employee Benefit Plans and multi employer pension plans
in which Borrower participates are shown on Schedule “5.11(c)” attached hereto and made part hereof. 
 (d)
Neither Borrower nor any Guarantor is in violation of or receipt of written notice that it is in violation of any applicable statute, regulation or ordinance of the United States of America, or of any state, city, town, municipality, county or of
any other jurisdiction, or of any agency, or department thereof (including without limitation, Environmental Laws or securities laws and regulations), a violation of which causes or could cause a Material Adverse Effect. 

(e) Borrower and each Guarantor is current with all reports and documents required to be filed with any state or federal securities
commission or similar agency and is in full compliance in all material respects with all applicable rules and regulations of such commissions. 
 5.12 Business Interruptions: Within five (5) years prior to the date hereof, none of the business, Property or operations of Borrower or any Guarantor have been materially and adversely
affected in any way by any casualty, strike, lockout, combination of workers, order of the United States of America, or any state or local government, or any political subdivision or agency thereof, directed against Borrower or any Guarantor. There
are no pending or, to Borrower’s knowledge, threatened labor disputes, strikes, lockouts or similar occurrences or grievances affecting Borrower or any Guarantor. No labor contract of Borrower or any Guarantor is scheduled to expire prior to
the Term Loan Maturity Date. 
 5.13 Names and Intellectual Property: 

(a) Within five (5) years prior to the Closing Date, Borrower has not and no Guarantor has conducted business under or used any other
name (whether corporate or assumed) except for the names shown on Schedule “5.13(a)” attached hereto and made part hereof. Borrower and each Guarantor, as applicable, is the sole owner of all names listed on such Schedule
“5.13(a)” and any and all business done and all invoices issued in such trade names are Borrower’s or such 

  

					
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Guarantor’s sales, business and invoices. Each trade name of Borrower and each Guarantor, as applicable, represents a division or trading style of Borrower and such Guarantor, and not a
separate Subsidiary or Affiliate or independent entity. 
 (b) All trademarks, service marks, patents or copyrights which
Borrower or any Guarantor uses, plans to use or has a right to use are shown on Schedule “5.13(b)” attached hereto and made part hereof, and Borrower and such Guarantor, as applicable, is the sole owner of such Property except to the
extent any other Person has claims or rights in such Property, as such claims and rights are shown on Schedule “5.13(b)”. Borrower is not in violation of any rights of any other Person with respect to such Property. 

(c) Except as shown on Schedule “5.13(c)” attached hereto and made part hereof, (i) neither Borrower nor any Guarantor
requires any copyrights, patents, trademarks or other intellectual property, or any license(s) to use any patents, trademarks or other intellectual property in order to provide services to its customers in the ordinary course of business; and
(ii) Agent will not require any copyrights, patents, trademarks or other intellectual property or any licenses to use the same in order to provide such services after the occurrence of an Event of Default. 

5.14 Other Associations: 
 (a) Neither Borrower nor any Guarantor is engaged, and has any interest in, any joint venture or partnership with any other Person except as shown on Schedule “5.14(a),” attached hereto and made
part hereof. 
 (b) Schedule “5.14(b),” attached hereto and made part hereof, shows, as of the Closing Date, all
equity interests owned or held by Borrower or a Guarantor in connection with or related to, a Sponsored CDO Offering or which is otherwise related to a structured finance transaction sponsored, managed or originated by Borrower or a Guarantor.

 5.15 Environmental Matters: Except as shown on Schedule “5.15,” attached hereto and made part hereof:

 (a) To the best of Borrower’s knowledge, no Property presently owned, leased or operated by Borrower or any Guarantor
contains, or has previously contained, any Hazardous Substances in amounts or concentrations which (i) constitute or constituted a violation of, or (ii) could give rise to liability under, any Environmental Law. 

(b) To the best of Borrower’s knowledge, Borrower and each Guarantor is in compliance, and for the duration of all applicable
statutes of limitations periods, has been in compliance with all applicable Environmental Laws in all material respects, and there is no contamination at, under or about any properties presently owned, leased, or operated by Borrower or any
Guarantor or violation of any Environmental Law with respect to such properties which could reasonably be expected to interfere with any of their continued operations or reasonably be expected to impair the fair saleable value thereof. 

(c) Neither Borrower nor any Guarantor has received any notice of violation, alleged violation, non-compliance, liability or potential
liability regarding environmental matters or 

  

					
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compliance assessment with Environmental Laws and Borrower has no knowledge that any such notice will be received or is being threatened. 

(d) Hazardous Substances have not been transported or disposed of in a manner or to a location which are reasonably likely to give rise
to liability of Borrower or any Guarantor under any applicable Environmental Law. 
 (e) No judicial proceeding or governmental
or administrative action is pending, or to the knowledge of Borrower, threatened under any Environmental Law to which Borrower or any Guarantor is, or to Borrower’s knowledge will be, named as a party, nor are there any consent decrees or other
decrees, consent orders, administrative orders or other orders, or other administrative or judicial requirements outstanding, the implementation of which is reasonably likely to have a Material Adverse Effect on any natural resources or on
Borrower’s business, financial condition, Property or prospects under any Environmental Law. 
 5.16 Regulation O:
No director, executive officer or principal shareholder of Borrower or any Guarantor is a director, executive officer or principal shareholder of Agent or any Lender. For the purposes hereof the terms “director,” “executive
officer” and “principal shareholder” (when used with reference to Agent or any Lender), have the respective meanings assigned thereto in Regulation O issued by the Board of Governors of the Federal Reserve System. 

5.17 Capital Stock: As of the Closing Date, the authorized and outstanding Capital Stock of Borrower, each Guarantor and each
other Subsidiary is as shown on Schedule “5.17” attached hereto and made part hereof. All of the Capital Stock of Borrower, each Guarantor and each other Subsidiary has been duly and validly authorized and issued and is fully paid and
non-assessable and has been sold and delivered to the holders thereof in compliance with, or under valid exemption from, all Federal and state laws and the rules and regulations of all Governmental Authorities governing the sale and delivery of
securities. Except for the rights and obligations shown on Schedule “5.17”, there are no subscriptions, warrants, options, calls, commitments, rights or agreements by which Borrower or any of the shareholders of Borrower or any Subsidiary
Guarantor is bound relating to the issuance, transfer, voting or redemption of shares of its Capital Stock or any pre-emptive rights held by any Person with respect to the shares of Capital Stock of Borrower. Except as shown on Schedule
“5.17,” neither Borrower nor any Subsidiary Guarantor has issued any securities convertible into or exchangeable for shares of its Capital Stock or any options, warrants or other rights to acquire such shares or securities convertible into
or exchangeable for such shares. 
 5.18 Solvency: After giving effect to the transactions contemplated under this
Agreement, Borrower and the Guarantors taken as a whole are solvent, are able to pay their debts as they become due, and have capital sufficient to carry on their business and all businesses in which they are about to engage, and now own Property
having a value both at fair valuation and at present fair salable value greater than the amount required to pay Borrower’s and Guarantors’ debts. Neither Borrower nor the Guarantors, taken as a whole, will be rendered insolvent by the
execution and delivery of this Agreement or any of the other Loan Documents executed in connection with this Agreement or by the transactions contemplated hereunder or thereunder. 

5.19 Perfection and Priority: This Agreement and the other Loan Documents are effective to create in favor of Agent, for the
ratable benefit of Agent, Issuing Bank and Lenders legal, valid 

  

					
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and enforceable Liens in all right, title and interest of Borrower and each Guarantor in the Collateral, and under existing financing statements or when financing statements have been filed in
the offices of the jurisdictions shown on Schedule “5.19,” attached hereto and made part hereof under Borrower’s or such Guarantor’s name, Borrower and each Guarantor will have granted to Agent, for the ratable benefit of Secured
Parties and Agent will have perfected first priority Liens in the Collateral, superior in right to any and all other Liens, existing or future other than Permitted Liens. 
 5.20 Commercial Tort Claims: As of the Closing Date, neither Borrower nor any Guarantor is a party to any Commercial Tort Claims, except as shown on Schedule “5.20” attached hereto and
made part hereof. 
 5.21 Letter of Credit Rights: As of the Closing Date, neither Borrower nor any Guarantor has any
Letter of Credit Rights, except as shown on Schedule “5.21,” attached hereto and made part hereof. 
 5.22 Deposit
Accounts: Borrower has furnished to Agent a certified list of each Borrower’s and Guarantor’s Deposit Accounts, which list is true, accurate and complete as of the Closing Date. 

5.23 Anti-Terrorism Laws: 
 (a) General. Neither Borrower nor any Affiliate of Borrower is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the
purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law. 
 (b)
Executive Order No. 13224. Neither Borrower nor any Affiliate of Borrower, or to Borrower’s knowledge, any of its respective agents acting or benefiting in any capacity in connection with the Loans, Letters of Credit or other
transactions hereunder, is any of the following (each a “Blocked Person”): 
 (i) a Person that is listed in the
annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; 
 (ii) a Person owned or
controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, the Executive Order No. 13224; 
 (iii) a Person with which Lender is prohibited from dealing or otherwise engaging in any transaction by any Anti-Terrorism Law; 
 (iv) a Person that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order No. 13224; 

(v) a Person that is named as a “specially designated national” on the most current list published by the U.S. Treasury
Department Office of Foreign Asset Control at its official website or any replacement website or other replacement official publication of such list; or 

  

					
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 (vi) a Person who is
affiliated with a Person listed above. 
 5.24 Investment Company Act: Neither Borrower nor any Guarantor is (a) an
“investment company” registered or required to be registered under the Investment Company Act of 1940, as amended, nor is it controlled by such a company; or (b) subject to any other law which purports to regulate or restrict the
ability to borrow money or to consummate the transactions contemplated by this Agreement or the other Loan Documents. 
 5.25
Transaction Documents: Borrower has delivered to Agent true and correct copies of the Transaction Documents and all amendments, waivers and side letters or agreements relating thereto. The Transaction Documents are valid and binding upon CCFM
and Cohen & Company and, to Borrower’s knowledge, upon the other parties thereto, and are enforceable in accordance with their terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. All of the transactions contemplated under the Transaction Documents are, and consummation thereof shall be, in compliance
with all material Requirements of Law. 
 SECTION 6. BORROWER’S AFFIRMATIVE COVENANTS 

Borrower covenants that until all of the Obligations are paid and satisfied in full and the Term Loan Facility and Letters of Credit have
been terminated, that: 
 6.1 Payment of Taxes and Claims: Borrower shall pay, and shall cause each Guarantor to pay,
before they become delinquent, all taxes, assessments and governmental charges, or levies imposed upon it, or upon Borrower’s or any Guarantor’s Property, and all claims or demands of materialmen, mechanics, carriers, warehousemen,
landlords and other Persons, entitled to the benefit of statutory or common law Liens which, in any case, if unpaid, would result in the imposition of a Lien upon its Property; provided however, that, neither Borrower nor any Guarantor shall be
required to pay any such tax, assessment, charge, levy, claim or demand if the amount, applicability or validity thereof, shall at the time, be contested in good faith and by appropriate proceedings, and if adequate reserves in respect thereof have
been set aside, if so required in accordance with GAAP; which deferment of payment is permissible so long as no Lien other than a Permitted Lien has been entered and Borrower’s or such Guarantor’s title to, and its right to use, its
Property are not materially adversely affected thereby. 
 6.2 Maintenance of Properties and Corporate Existence:

 (a) Property - Each Person included in the Dekania Group shall maintain its Property in good condition (normal wear and
tear excepted) make all necessary renewals, replacements, additions, betterments and improvements thereto and will pay and discharge when due the cost of repairs and maintenance to its Property, and will pay all rentals when due for all leased real
estate. 
 (b) Property Insurance, Public and Products Liability Insurance - Each Person included in the Dekania Group
shall maintain insurance (or have insurance maintained on its behalf) (i) on all insurable tangible Property against fire, flood, casualty and such other hazards (including, without limitation, extended coverage, workmen’s compensation,
boiler and machinery, with 

  

					
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inflation coverage by endorsement) and (ii) against public liability, product liability and business interruption, in each case in such amounts, with such deductibles and with such insurers
as are customarily used by companies operating in the same industry as Borrower. At or prior to Closing, Borrower shall furnish Agent with duplicate original policies of insurance or such other evidence of insurance as Agent may require, and any
certificates of insurance shall be issued on Acord Form-27. In the event Borrower fails to procure or cause to be procured any such insurance or to timely pay or cause to be paid the premium(s) on any such insurance, Agent may do so for Borrower,
but Borrower shall continue to be liable for the same. The policies of all such casualty insurance shall contain standard Lender’s Loss Payable Clauses (and, with respect to liability and interruption insurance, additional insured clauses)
issued in favor of Agent. Such policies shall expressly provide that the requisite insurance cannot be altered or canceled without thirty (30) days prior written notice to Agent and shall insure Agent notwithstanding the act or neglect of any
Person included in the Dekania Group. Effective upon an Event of Default, Borrower hereby appoints Agent as Borrower’s attorney-in-fact, exercisable at Agent’s option to endorse any check which may be payable to any Person included in the
Dekania Group in order to collect the proceeds of such insurance and any amount or amounts collected by Agent pursuant to the provisions of this Section may be applied by Agent, in its sole discretion, to any Obligations or to repair,
reconstruct or replace the loss of or damage to Collateral as Agent in its discretion may from time to time determine. Borrower further covenants that all insurance premiums owing under its current policies have been paid. Borrower shall notify
Agent, immediately, upon Borrower’s receipt of a notice of termination, cancellation, or non-renewal from its insurance company of any such policy. 
 (c) Financial Records - Borrower shall keep, and shall cause each Guarantor to keep, current and accurate books of records and accounts in which full and correct entries will be made of all of its
business transactions, and will reflect in its financial statements adequate accruals and appropriations to reserves, all in accordance with GAAP. Borrower shall not change its fiscal year end date without the prior written consent of Agent.

 (d) Corporate Existence and Rights - Borrower shall do, and shall cause each Guarantor to do (or cause to be done),
all things necessary to preserve and keep in full force and effect its existence, good standing, rights and franchises except which failure to do so could not cause or result in a Material Adverse Effect. 

(e) Compliance with Laws - Borrower shall be, and shall cause each Guarantor to be, in compliance with any and all Requirements of
Laws to which it is subject, (including, without limitation, Environmental Laws and securities laws regulations) and shall obtain any and all licenses, permits, franchises or other governmental authorizations necessary to the ownership of its
Property or to the conduct of its businesses, which violation or failure to obtain causes or could cause a Material Adverse Effect. Borrower shall timely satisfy, and shall cause each Guarantor to timely satisfy, all assessments, fines, costs and
penalties imposed (after exhaustion of all appeals, provided a stay has been put in effect during such appeal) by any Governmental Authority against Borrower or such Guarantor, or any Property of Borrower. 

6.3 Business Conducted: Each Person included in the Dekania Group shall continue in the business presently operated by it using
its commercially reasonable efforts to maintain its customers and goodwill. No such Person shall engage directly or indirectly, in any material respect 

  

					
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in any line of business substantially different from the businesses conducted by such Person immediately prior to the Closing Date. 

6.4 Litigation: Borrower shall give prompt notice to Agent of any litigation claiming in excess of One Million Dollars
($1,000,000) from Borrower or any Guarantor, or which may otherwise have a Material Adverse Effect. 
 6.5 Issue Taxes:
Borrower shall pay, and shall cause each Guarantor to pay, all taxes (other than taxes based upon or measured by any Lender’s income or revenues or any personal property tax), if any, in connection with the issuance of the Notes and the
recording of any lien documents. The obligations of Borrower hereunder shall survive the payment of Borrower’s Obligations hereunder and the termination of this Agreement. 

6.6 Bank Accounts: (a) Borrower shall maintain, and shall cause each Guarantor located in the United States to maintain,
major depository and disbursement account(s) with Agent and (b) Borrower shall establish and shall cause each Guarantor to establish, within sixty (60) days of the date of this Agreement, with respect to each Guarantor located outside of
the United States that receives Management Fees, arrangements reasonably satisfactory to Agent for the deposit of, or transfer of, all Management Fees to an account controlled by Agent. 

6.7 Employee Benefit Plans: Each Person included in the Dekania Group shall (a) fund and cause each such Person to fund all
of its Pension Plan(s) in a manner that will satisfy the minimum funding standards of Section 302 of ERISA, (b) furnish Agent, promptly upon Agent’s request, with copies of all reports or other statements filed with the United States
Department of Labor, the PBGC or the IRS with respect to all Pension Plan(s), or which Borrower, or any member of a Controlled Group, may receive from the United States Department of Labor, the IRS or the PBGC, with respect to all such Pension
Plan(s), and (c) promptly advise Agent of the occurrence of any reportable event (as defined in Section 4043 of ERISA, other than a reportable event for which the thirty (30) day notice requirement has been waived by the PBGC) or
prohibited transaction (under Section 406 of ERISA or Section 4975 of the Internal Revenue Code) with respect to any such Pension Plan(s) and the action which Borrower proposes to take with respect thereto. Borrower shall make, and shall
cause each Person included in the Dekania Group to make, all contributions when due with respect to any multi employer pension plan in which it participates and will promptly advise Agent upon (x) its receipt of notice of the assertion against
Borrower or any Person included in the Dekania Group of a claim for withdrawal liability, (y) the occurrence of any event which, to the best of Borrower’s knowledge, would trigger the assertion of a claim for withdrawal liability against
any Person included in the Dekania Group, and (z) upon the occurrence of any event which, to the best of Borrower’s knowledge, would place any Person included in the Dekania Group in a Controlled Group as a result of which any member
(including Borrower) thereof may be subject to a claim for withdrawal liability, whether liquidated or contingent. 
 6.8
Financial Covenants: 
 (a) Consolidated Net Worth - The Dekania Group shall maintain at all times Consolidated Net
Worth of not less than $40,000,000, to be tested quarterly at the end of each fiscal quarter. 

  

					
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 (b) Fixed Charge
Coverage Ratio - The Dekania Group shall maintain, commencing with the fiscal quarter ending September 30, 2010, a Fixed Charge Coverage Ratio, to be tested quarterly as of each fiscal quarter end, of not less than 1.20 to 1.0. 

(c) Leverage Ratio - The Dekania Group shall maintain, commencing with the fiscal quarter ending September 30, 2010, a
Leverage Ratio, to be tested quarterly as of each fiscal quarter end, of not greater than 1.30 to 1.0: 
 (d) Debt Service
Coverage Ratio - The Dekania Group shall maintain, commencing with the fiscal quarter ending September 30, 2010, a Debt Service Coverage Ratio, to be tested quarterly as of each fiscal quarter end, of not less than 1.50 to 1.0. 

6.9 Financial and Business Information: Borrower shall deliver or cause to be delivered to Agent and Lenders the following:

 (a) Financial Statements and Collateral Reports: such data, reports, statements and information, financial or
otherwise, as Lender may reasonably request, including, without limitation: 
 (i) within forty five (45) days after the
end of each calendar quarter, the consolidated cash flow statement and consolidated and consolidating income statement of Cohen & Company and its Subsidiaries and the consolidated cash flow statement and consolidated income statement of the
Dekania Group for such quarter and for the expired portion of the fiscal year ending with the end of such quarter, setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year, and the
consolidated and consolidating balance sheet of Cohen & Company and its Subsidiaries and the consolidated balance sheet of the Dekania Group as at the end of such quarter, setting forth in comparative form the corresponding figures as at
the end of the previous fiscal year, all in reasonable detail and certified by Cohen & Company’s chief financial officer to have been prepared from the books and records of Cohen & Company; 

(ii) within ninety (90) days after the end of each fiscal year of Cohen & Company, the consolidated cash flow statement,
the consolidated and consolidating income statement of Cohen & Company and its Subsidiaries for such year, and the consolidated and consolidating balance sheet of Cohen & Company and its Subsidiaries as at the end of such fiscal
year, setting forth in each case in comparative form the corresponding figures as at the end of and for the previous fiscal year, all in reasonable detail, including all supporting schedules, and audited by an independent public accounting firm
acceptable to Agent, and unqualifiedly certified to have been prepared in accordance with GAAP, and such independent public accountants shall also unqualifiedly certify that in making the examinations necessary to their certification mentioned above
they have reviewed the terms of this Agreement and the accounts and conditions of Cohen & Company during the accounting period covered by the certificate and that such review did not disclose the existence of any condition or event which
constitutes a Default or an Event of Default (or if such conditions or events existed, describing them) together with copies of any management letters provided by such accountants to management of Cohen & Company; 

  

					
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 (iii) within one
hundred twenty (120) days of each fiscal year-end, the Dekania Group’s annual consolidated financial statement projections for the upcoming three-year period, in form and substance satisfactory to Agent; 

(b) Notice of Event of Default - promptly upon becoming aware of the existence of any condition or event which constitutes a
Default or an Event of Default under this Agreement, a written notice specifying the nature and period of existence thereof and what action Borrower or any Guarantor is taking (and proposes to take) with respect thereto; 

(c) Notice of Claimed Default - promptly upon receipt by Borrower, notice of default, oral or written, given to Borrower or any
Guarantor by any creditor for Indebtedness for borrowed money, otherwise holding long term Indebtedness of Borrower or such Guarantor in excess of Two Million Five Hundred Thousand Dollars ($2,500,000); 

(d) Securities and Other Reports - if Borrower or any Guarantor shall be required to file reports with the Securities and Exchange
Commission pursuant to Section 13(a) or 15(d) of the Exchange Act, promptly upon its becoming available, one copy of each financial statement, report, notice or proxy statement sent by Borrower or any Guarantor to stockholders generally, and, a
copy of each regular or periodic report, and any registration statement, or prospectus in respect thereof, filed by Borrower or any Guarantor with any securities exchange or with federal or state securities and exchange commissions or any successor
agency; and 
 (e) Transaction Documents - immediately upon knowledge thereof, notice that (i) ATP (or any successor
thereto) has provided notice of a breach of, or default under the Services Agreement or any other Transaction Document, (ii) ATP (or any successor thereto) has breached or defaulted under any Transaction Documents or (iii) or that the
Services Agreement or any other Transaction Document has been terminated. 
 6.10 Officers’ Certificates: Along with
the set of financial statements delivered to Agent and Lenders at the end of each fiscal quarter pursuant to Section 6.9(a)(i) hereof and the annual financial statements delivered pursuant to Section 6.9(a)(ii) hereof, Borrower shall
deliver to Agent and Lenders a certificate (“Quarterly Compliance Certificate”) (in the form of Exhibit “E,” attached hereto and made part hereof) from the chief financial officer, chief executive officer or president of Borrower
(and as to certificates accompanying the annual financial statements of Cohen & Company, also certified by Cohen & Company’s independent certified public accountant) setting forth: 

(a) Event of Default - that the signer has reviewed the relevant terms of this Agreement, and has made (or caused to be made under
his/her supervision) a review of the transactions and conditions of Borrower from the beginning of the accounting period covered by the financial statements being delivered therewith to the date of the certificate, and that such review has not
disclosed the existence during such period of any condition or event which constitutes a Default or an Event of Default or, if any such condition or event exists, specifying the nature and period of existence thereof and what action Borrower has
taken or proposes to take with respect thereto. 

  

					
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 (b) Covenant
Compliance - the information (including detailed calculations) required in order to establish that Borrower is in compliance with the requirements of Section 6.8 of this Agreement, as of the end of the period covered by the financial
statements delivered. 
 6.11 Audits and Inspection: Borrower shall permit, and shall cause each Guarantor to permit, at
Agent’s expense, any of Agent’s officers or other representatives to visit and inspect upon reasonable notice during business hours any of the locations of Borrower or any Guarantor, to examine all of Borrower’s or any
Guarantor’s books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss its affairs, finances and accounts with its officers, employees and independent certified public accountants. Notwithstanding
the foregoing, all such inspections shall, during the continuance of an Event of Default, be at Borrower’s expense at the standard rates charged by Agent for such activities (plus Agent’s reasonable out-of-pocket expenses). 

6.12 Reserved: 
 6.13 Information to Participant: Agent and Lenders may divulge to any participant, assignee or co-lender or prospective participant, assignee or co-lender it may obtain in the Loans or any portion
thereof, all information, and furnish to such Person copies of any reports, financial statements, certificates, and documents obtained under any provision of this Agreement, or related agreements and documents. 

6.14 Material Adverse Developments: Borrower agrees that immediately upon becoming aware of any development or other information
outside the ordinary course of business and excluding matters of a general economic, financial or political nature which would reasonably be expected to have a Material Adverse Effect it shall give to Agent telephonic notice specifying the nature of
such development or information and such anticipated effect. In addition, such verbal communication shall be confirmed by written notice thereof to Agent on the same day such verbal communication is made or the next Business Day thereafter.

 6.15 Places of Business: Borrower shall give thirty (30) days prior written notice to Agent of any changes in the
location of any of its respective principal places of business, provided that Borrower may not relocate its principal place of business outside of the United States. Borrower shall give prompt written notice to Agent of any changes in the location
of the places where its business and financial records are kept, or the establishment of any new place of business, or the discontinuance of any existing place of business. 
 6.16 Commercial Tort Claims: Borrower will, and shall cause each Guarantor to, immediately notify Agent in writing in the event that Borrower or any Guarantor becomes a party to or obtains any
rights with respect to any Commercial Tort Claim. Such notification shall include information sufficient to describe such Commercial Tort Claim, including, but not limited to, the parties to the claim, the court in which the claim was commenced, the
docket number assigned to such claim, if any, and a detailed explanation of the events that gave rise to the claim. Borrower shall execute and deliver to Agent all documents and/or agreements necessary to grant Agent a security interest in such
Commercial Tort Claim to secure the Obligations. Borrower authorizes, and shall cause each Guarantor to authorize, Agent to file (without Borrower’s or any Guarantor’s 

  

					
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signature) initial financing statements or amendments, as Agent deems necessary to perfect its security interest in the Commercial Tort Claim. 

6.17 Letter of Credit Rights: Borrower shall, and shall cause each Guarantor to, provide Agent with written notice of any Letters
of Credit for which Borrower is the beneficiary. Borrower shall execute and deliver (or cause to be executed or delivered) to Agent, all documents and agreements as Agent may require in order to obtain and perfect its security interest in such
Letter of Credit Rights. 
 6.18 Pledged Collateral: In the event that any Capital Stock of Borrower pledged by Parent or
of a Subsidiary Guarantor pledged by Parent, Borrower or any other Guarantor is transferred or otherwise exchanged or conveyed to Borrower, another Guarantor or another Subsidiary of Borrower or any Guarantor (herein a “Transferee”) as
permitted hereunder, Borrower shall cause such Transferee to execute, and deliver to Agent, a collateral pledge agreement in form and substance substantially similar to the Collateral Pledge Agreement. 

6.19 Management Agreements: Borrower shall notify Agent in writing whenever any Guarantor enters into a Management Agreement and
directs Agent to unilaterally amend Schedule D to include such additional Management Agreement. Borrower shall execute and deliver or cause such Guarantor to execute and deliver a Notice Letter with respect to such Management Agreement.

 6.20 Sponsored CDO Equity Interests or Other Capital Stock: Borrower shall notify Agent in writing whenever Borrower
or any Guarantor acquires any additional Sponsored CDO Equity Interests or Capital Stock of any Person and directs Agent to unilaterally amend Schedule “5.14(b)” to include the additional Sponsored CDO Equity Interests on Schedule
“5.14(b)”. Borrower shall execute and deliver or cause such Guarantor to execute and deliver an amendment to the Collateral Pledge Agreement or any applicable Loan Document, granting Agent, for the ratable benefit of Secured Parties, a
first priority security interest in such additional Sponsored CDO Equity Interests or Capital Stock. 
 6.21 Post Closing
Requirements: Borrower shall complete each of the post closing obligations and/or provide to Agent each of the documents, instruments and agreements listed on Schedule “6.21” attached hereto and made a part hereof on or before the date
set forth in such Schedule. 
 SECTION 7. BORROWER’S NEGATIVE COVENANTS: 

Borrower covenants that until all of the Obligations are paid and satisfied in full and the Term Loan Facility and each Letter of Credit
has been terminated, that: 
 7.1 Asset Sales, Merger, Consolidation, Dissolution or Liquidation: 

(a) Each Person included in the Dekania Group shall not engage in any Asset Sale other than: (i) so long as no Default or Event of
Default exists or would exist after giving effect to such Asset Sale and any proceeds are applied as required under Section 2.9, liquidation of its investments (other than Trading Assets) in the ordinary course of such Person’s business
and transfers, sales and dispositions of the Permanent Investments, (ii) so long as no Default or Event of Default exists or would exist after giving effect to such Asset Sales, transfers, sales and dispositions


  

					
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of Trading Assets, by such Person in the ordinary course of such Person’s business, (iii) equipment that is replaced by other equipment comparable or superior quality and value within
ninety (90) days of such Asset Sale; or (iv) the sale of Capital Stock of any Person included in the Dekania Group so long as such sale does not result in a Change of Control. 

(b) No Person included in the Dekania Group shall merge or consolidate with any other Person or engage in a division, conversion,
dissolution or liquidation; provided however, that such Person may merge or consolidate with a Person so long as (i) no Default or Event of Default exists, or would exist after giving effect to such merger or consolidation; (ii) such
Person is the surviving entity of any such merger or consolidation; and (iii) Agent, for the ratable benefit of Secured Parties has a first priority Lien on all of the assets and the Capital Stock of the surviving entity of any such merger or
consolidation, subject to Permitted Liens. 
 (c) Notwithstanding the foregoing, Borrower shall cause, no later than
December 31, 2010, the dissolution of Brigadier Capital Management, LLC and Brigadier GP, LLC. 
 7.2 Acquisitions:
No Person included in the Dekania Group shall acquire all or a material portion of the Capital Stock or assets of any Person in any transaction or in any series of related transactions or enter into any sale and leaseback transaction, other than any
Capital Stock that is a Permitted Investment. 
 7.3 Liens and Encumbrances: Borrower shall not, and shall not permit any
Guarantor to: (a) execute a negative pledge agreement with any Person covering (i) with respect to any Person included in the Dekania Group, any of its Property (except pursuant to agreements permitted under the definition of Permitted
Indebtedness), or (ii) with respect to any other Guarantor, any of the Collateral or (b) cause or permit or agree or consent to cause or permit in the future (upon the happening of a contingency or otherwise), with respect to any Person
included in the Dekania Group its Property (including, without limitation, the Collateral) or with respect to any other Guarantor, any of the Collateral, whether now owned or hereafter acquired, to be subject to a Lien or be subject to any claim
except for Permitted Liens. 
 7.4 Transactions With Affiliates or Subsidiaries: Except pursuant to the Management
Agreements, as otherwise set forth on Schedule “7.4(a)” attached hereto and made part hereof, or in connection with the making of a Permitted Investment, Borrower shall not, and shall not permit any Guarantor to, enter into any transaction
with any Subsidiary or other Affiliate, including, without limitation, the purchase, sale, or exchange of Property, or the loaning or giving of funds to any Affiliate or any Subsidiary unless: (i) transaction is in the ordinary course of and
substantially related to the reasonable requirements of Borrower’s or such Guarantor’s business and upon terms substantially the same and no less favorable to Borrower or such Guarantor as it would obtain in a comparable arm’s length
transactions with any Person not an Affiliate or a Subsidiary, and so long as such transaction is not prohibited hereunder; or (ii) such transaction is intended for incidental administrative purposes. 

7.5 Guarantees: Excepting the endorsement in the ordinary course of business of negotiable instruments for deposit or collection,
no Person included in the Dekania Group shall become or be liable, directly or indirectly, primary or secondary, matured or contingent, in any 

  

					
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manner, whether as guarantor, surety, accommodation maker, or otherwise, for the existing or future Indebtedness of any kind of any Person except for Permitted Indebtedness. 

7.6 Distributions and Bonuses: No Person included in the Dekania Group shall (a) declare or pay or make any forms of
Distribution to holders of such Person’s Capital Stock, if before and after giving effect to such Distributions a Default or Event of Default exists, or (b) declare or pay any bonus compensation to its officers, directors or members if a
Default or an Event of Default exists or would result from the payment thereof. 
 7.7 Other Indebtedness: No Person
included in the Dekania Group shall (a) hereafter incur or become liable for any Indebtedness other than Permitted Indebtedness; (b) make any prepayments on any existing or future Indebtedness (other than the Obligations); or (c) make
any payments on Subordinated Debt in violation of the subordination provisions thereof. 
 7.8 Loans and Investments:
Except as permitted in Section 7.4 hereof, no Person included in the Dekania Group shall make or have outstanding loans, advances, extensions of credit or capital contributions to, or investments in, any Person other than Permitted Investments.

 7.9 Use of Lenders’ Name: Except as may be required by applicable law or the rules or regulations of a
Governmental Authority, including but not limited to the Securities and Exchange Commission, Borrower shall not, and shall not permit any Guarantor to, use Lender’s name in connection with any of its business operations. Nothing herein
contained is intended to permit or authorize Borrower or any Guarantor to make any contract on behalf of Agent or any Lender. 

7.10 Miscellaneous Covenants: 
 (a) Borrower shall not, and shall not permit any Guarantor to, become or be a party to any contract or agreement which at the time of becoming a party to such contract or agreement materially impairs
Borrower’s or any Guarantor’s ability to perform under this Agreement, or under any other instrument, agreement or document to which Borrower or any Guarantor is a party or by which it is or may be bound. 

(b) Each Person included in the Dekania Group shall not carry or purchase any “margin stock” within the meaning of Regulations
U, T or X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. 
 (c) Borrower shall not, and shall
not permit any Guarantor to (i) amend or modify any Transaction Document or any Management Agreement except for technical amendments and modifications with respect to the administration of the Management Agreement which are not adverse to the
interests of Lenders, (ii) assign any of its rights, duties or obligations under any Management Agreement (except as permitted under Section 7.1 or, with respect to any Guarantor not included in the Dekania Group, to the extent proceeds
are applied as required under Section 2.9) or Transaction Document to any other Person or (iii) transfer any Permanent Investment to any other Person other than a Guarantor (except as permitted under Section 7.1 or, with respect to
any Guarantor not included in the Dekania Group, to the extent proceeds are applied as required under Section 2.9). 

  

					
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 7.11 Jurisdiction
of Organization: If a Registered Organization, neither Borrower nor any Guarantor shall change its jurisdiction of organization. 
 7.12 Organization Documents: Borrower shall not, and shall not permit any Guarantor to, amend or modify any of its respective organizational documents, including its certificate of formation and
operating agreement, in a manner which would be materially adverse to Secured Parties. 
 SECTION 8. DEFAULT 

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

 (a) Payments - if Borrower fails to make any payment of principal or interest on the Loans on the date such payment is
due and payable; or 
 (b) Other Charges - if Borrower fails to pay any other charges, fees, Expenses or other monetary
obligations owing to Agent, Issuing Bank or any Lender arising out of or incurred in connection with this Agreement within thirty (30) days of the date of any invoice; or 
 (c) Particular Covenant Defaults - if Borrower fails to perform, comply with or observe any covenant or undertaking contained in this Agreement and (other than with respect to the covenants
contained in Section 6.8 and Section 7 for which no cure period shall exist), such failure continues for twenty (20) Business Days after the occurrence thereof; or 

(d) Financial Information - if any statement, report, financial statement, or certificate made or delivered by Borrower or any of
its officers, employees or agents, to Agent or any Lender is not true and correct, in all material respects, when made; or 

(e) Uninsured Loss - if there shall occur any uninsured damage to or casualty loss, theft, or destruction in excess of Two Million
Five Hundred Thousand Dollars ($2,500,000) in the aggregate with respect to any portion of any Property of any Person included in the Dekania Group; or 
 (f) Warranties or Representations - if any warranty, representation or other statement by or on behalf of Borrower or any Guarantor contained in or pursuant to this Agreement, the other Loan
Documents or in any document, agreement or instrument furnished in compliance with, relating to, or in reference to this Agreement, is false, erroneous, or misleading in any material respect when made; or 

(g) Agreements with Others - (i) if Borrower or any Guarantor shall default beyond any grace period in the payment of
principal or interest of any Indebtedness in excess of One Million Dollars ($1,000,000) in the aggregate; or (ii) if Borrower or any Guarantor defaults under the terms of any such Indebtedness in a manner other than as described in subclause
(i) above and the effect of such default is to enable the holder of such Indebtedness to accelerate the payment of Borrower’s or any such Guarantor’s obligations, which are the subject thereof, prior to the maturity date or prior to
the regularly scheduled date of payment; or 

  

					
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 (h) Other
Agreements with Lenders - if Borrower or any Guarantor breaches or violates the terms of, or if a default (and expiration of any applicable cure period), or an Event of Default, occurs under, any Interest Hedging Instrument or any other existing
or future agreement (related or unrelated) (including, without limitation, the other Loan Documents) between or among Borrower or any Guarantor and Agent, Issuing Bank or any Lender; or 

(i) Judgments - if any final judgment for the payment of money (i) in excess of One Million Dollars ($1,000,000) with respect
to any Person included in the Dekania Group or (ii) in excess of Ten Million Dollars ($10,000,000) with respect to any other Guarantor, in either event in the aggregate (A) which is not fully and unconditionally covered by insurance or
(B) for which such Person has not established a cash or cash equivalent reserve in the full amount of such judgment, shall be rendered by a court of record against any such Person and such judgment shall continue unsatisfied and in effect for a
period of thirty (30) consecutive days without being vacated, discharged, satisfied or bonded pending appeal; or 
 (j)
Assignment for Benefit of Creditors, etc. - if Borrower or any Guarantor makes or proposes in writing, an assignment for the benefit of creditors generally, offers a composition or extension to creditors, or makes or sends notice of an
intended bulk sale of any business or assets now or hereafter owned or conducted by Borrower; or 
 (k) Bankruptcy,
Dissolution, etc. - upon the commencement of any action for the dissolution or liquidation of Borrower or any Guarantor, or the commencement of any proceeding to avoid any transaction entered into by Borrower or any Guarantor, or the
commencement of any case or proceeding for reorganization or liquidation of Borrower’s or any Guarantor’s debts under the Bankruptcy Code or any other state or federal law, now or hereafter enacted for the relief of debtors, whether
instituted by or against Borrower or any Guarantor; provided however, that Borrower or any Guarantor shall have sixty (60) days to obtain the dismissal or discharge of involuntary proceedings filed against it, it being understood
that during such thirty (30) day period, Lenders shall not be obligated to make Advances hereunder and Lenders may seek adequate protection in any bankruptcy proceeding; or 

(l) Receiver - upon the appointment of a receiver, liquidator, custodian, trustee or similar official or fiduciary for any
Borrower or any Guarantor or for Borrower’s or any Guarantor’s Property; or 
 (m) Execution Process, etc. -
the issuance of any execution or distraint process against any Property of Borrower or any Guarantor; or 
 (n) Termination
of Business - other than in connection with an Asset Sale or series of Asset Sales permitted under Section 7.1(a), if Borrower ceases any material portion of its business operations as presently conducted, or if any Guarantor ceases any
material portion of its business operations as presently conducted except in the ordinary course its business following written notice to Lender; or 
 (o) Pension Benefits, etc. - if any Person included in the Dekania Group fails to comply with ERISA so that proceedings are commenced to appoint a trustee under ERISA to administer such
Person’s employee plans or the PBGC institutes proceedings to appoint a trustee to 

  

					
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administer such plan(s), or a Lien is entered to secure any deficiency or claim or a “reportable event” as defined under ERISA occurs; or 

(p) Investigations - any indication or evidence received by Agent or any Lender that reasonably leads it to believe Borrower or
any Guarantor may have directly or indirectly been engaged in any type of activity which, would be reasonably likely to result in the forfeiture of any material property of Borrower or any Guarantor to any Governmental Authority; or 

(q) Change of Control - if there shall occur a Change of Control other than a Change of Control that occurs in connection with an
Asset Sale or series of Asset Sales permitted under Section 7.1(a) of this Agreement; or 
 (r) Other Loan Documents
- if any breach or default occurs under any other Loan Documents or if the Surety and Guaranty Agreement, or any obligation to perform thereunder is terminated; or 
 (s) Liens - if any Lien in favor of Agent shall cease to be valid, enforceable and perfected and prior to all other Liens other than Permitted Liens unless the failure of such Lien to be valid,
enforceable and perfected and prior to all other Liens is the result of the negligence of Agent, or if Borrower or any Guarantor or any Governmental Authority shall assert any of the foregoing; or 

(t) Transaction Documents - if any Transaction Document is terminated by any party thereto. 

8.2 Cure: Nothing contained in this Agreement or the Loan Documents shall be deemed to compel Agent, Issuing Bank or any Lender to
accept a cure of any Event of Default hereunder. 
 8.3 Rights and Remedies on Default: 

(a) In addition to all other rights, options and remedies granted or available to Agent, Issuing Bank or Lenders under this Agreement or
the Loan Documents, or otherwise available at law or in equity, upon or at any time after the occurrence and during the continuance of a Default or an Event of Default, Agent may, in its discretion, direct Lenders to withhold or cease making
Advances under the Term Loan Facility. 
 (b) In addition to all other rights, options and remedies granted or available to
Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, in its discretion, upon or at any time after the occurrence and during the continuance of an Event of Default, terminate the Term Loan
Facility and declare the Obligations immediately due and payable, all without demand, notice, presentment or protest or further action of any kind (it also being understood that the occurrence of any of the events or conditions set forth in Sections
8.1(j),(k) or (l) shall automatically cause an acceleration of the Obligations). 
 (c) In addition to all other rights,
options and remedies granted or available to Agent, under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default Agent may,
in its discretion, direct Borrower to deliver and pledge to Agent, for the ratable benefit 

  

					
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of Agent, all Lenders and Issuing Bank, cash collateral in the amount of all outstanding Letters of Credit. 
 (d) In addition to all other rights, options and remedies granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), Agent may, upon or at
any time following the occurrence of an Event of Default, exercise all rights under the UCC and any other applicable law or in equity, and under all Loan Documents permitted to be exercised after the occurrence of an Event of Default, including the
following rights and remedies (which list is given by way of example and is not intended to be an exhaustive list of all such rights and remedies): 
 (i) The right to take possession of, send notices regarding and collect directly the Collateral, with or without judicial process (including without limitation the right to notify the United States postal
authorities to redirect mail addressed to Borrower to an address designated by Agent); or 
 (ii) By its own means or with
judicial assistance, enter Borrower’s premises and take possession of the Collateral, or render it unusable, or dispose of the Collateral on such premises in compliance with sub-Section (e) below, without any liability for rent, storage,
utilities or other sums, and Borrower shall not resist or interfere with such action; or 
 (iii) Require Borrower at
Borrower’s expense to assemble all or any part of the Collateral and make it available to Agent at any place designated by Agent; or 
 (iv) The right to enjoin any violation of Section 7.1, it being agreed that Lenders remedies at law are inadequate. 
 (e) Borrower hereby agrees that a notice received by it at least seven (7) days before the time of any intended public sale or of the time after which any private sale or other disposition of the
Collateral is to be made, shall be deemed to be reasonable notice of such sale or other disposition. If permitted by applicable law, any perishable inventory or Collateral which threatens to speedily decline in value or which is sold on a recognized
market may be sold immediately by Agent without prior notice to Borrower. Borrower covenants and agrees not to interfere with or impose any obstacle to Agent’s exercise of its rights and remedies with respect to the Collateral, after the
occurrence of an Event of Default hereunder. Agent shall have no obligation to clean up or prepare the Collateral for sale. If Agent sells any of the Collateral upon credit, Borrower will only be credited with payments actually made by the purchaser
thereof, that are received by Agent. Agent may, in connection with any sale of the Collateral specifically disclaim any warranties of title or the like. 
 8.4 Nature of Remedies: All rights and remedies granted Agent, Issuing Bank or Lenders hereunder and under the Loan Documents, or otherwise available at law or in equity, shall be deemed concurrent
and cumulative, and not alternative remedies, and Agent may proceed with any number of remedies at the same time until all Obligations are satisfied in full. The exercise of any one right or remedy shall not be deemed a waiver or release of any
other right or remedy, and Agent, upon or at any time after the occurrence of an Event of Default, may proceed against Borrower, any 

  

					
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Guarantor or any of the Collateral, at any time, under any agreement, with any available remedy and in any order. 
 8.5 Set-Off: 
 (a) In addition to all other rights, options and remedies
granted or available to Agent under this Agreement or the Loan Documents (each of which is also then exercisable by Agent), upon or at any time after the occurrence and during the continuance of an Event of Default, Agent or any Lenders (and any
participant) shall have and be deemed to have, without notice to Borrower, the immediate right of set-off against any bank account of Borrower with Agent or any Lender, or of Borrower with any other subsidiary or Affiliate or any participant and may
apply the funds or amount thus set-off against any of Borrower’s Obligations hereunder. 
 (b) If any bank account of
Borrower with any Lender, any other subsidiary or Affiliate or any participant is attached or otherwise liened or levied upon by any third party, Agent or such Lender (and such participant) or Affiliate shall have and be deemed to have, without
notice to Borrower, the immediate right of set-off and may apply the funds or amount thus set-off against any of Borrower’s Obligations hereunder. 
 SECTION 9. AGENT 
 9.1 Appointment and Authority: (a) Each
Lender and Issuing Bank hereby irrevocably appoints TD Bank, N.A. to act on its behalf as Agent hereunder and under the other Loan Documents and authorizes Agent to take such actions on its behalf and to exercise such powers as are delegated to
Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Agent, Lenders and Issuing Bank, and no Borrower or Guarantor shall have
rights as a third party beneficiary of any of such provisions. 
 (b) Agent shall also act as the “collateral
agent” under the Loan Documents, and each Lender (in its capacities as a Lender and potential provider of an Interest Hedging Instrument) and Issuing Bank hereby irrevocably appoints and authorizes Agent to act as Agent of such Lender and
Issuing Bank for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by Borrower or any Guarantor to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In
this connection, Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by Agent pursuant to Section 9.5 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof)
granted under the Loan Documents, or for exercising any rights and remedies thereunder at the direction of Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section 10.4), as
though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto. 
 9.2 Rights as a Lender: The Person serving as Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not
Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as Agent hereunder in its individual capacity. Such Person and its
Affiliates may accept deposits from, lend money to, act 

  

					
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as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with Borrower, any Guarantor or other Subsidiary or Affiliate thereof as if such Person
were not Agent hereunder and without any duty to account therefor to any Lender. 
 9.3 Exculpatory Provisions: Agent
shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, Agent: 
 (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing; 

(b) shall not have any duty to take any discretionary action or exercise any discretionary powers; and 

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable
for the failure to disclose, any information relating to Borrower, any Guarantor or any other Subsidiary or Affiliate thereof that is communicated to or obtained by the Person serving as Agent or any of Agent’s Affiliates in any capacity.

 Agent shall not be liable for any action taken or not taken by it (i) with the consent of Lenders (or such other number
or percentage of Lenders as shall be necessary, or as Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 10.11 and 8.3) or (ii) in the absence of its own gross negligence or willful misconduct.
Agent shall be deemed not to have knowledge of any Default of Event of Default unless and until written notice describing such Default or Event of Default is given to Agent by Borrower, a Lender or Issuing Bank. 

Agent shall not be responsible for or have any duty to ascertain or inquire into or pass upon (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the
performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default of Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Loan Documents, (v) the value or the sufficiency of any Collateral, or
(v) the satisfaction of any condition set forth in Section 4 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Agent. 
 9.4 Reliance by Agent: Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Agent also may rely upon any statement
made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance of a
Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or 

  

					
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Issuing Bank, Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless Agent shall have received notice to the contrary from such Lender or Issuing Bank prior
to the making of such Loan or the issuance of such Letter of Credit. Agent may consult with legal counsel (who may be counsel for Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or
not taken by it in accordance with the advice of any such counsel, accountants or experts. 
 9.5 Delegation of Duties:
Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by Agent. Agent and any such sub-agent may perform any and all of its duties
and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Section 9 shall apply to any such sub-agent and to the Affiliates of Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Agent. 
 9.6 Resignation of Agent: Agent may at any time give notice of its resignation to Lenders, Issuing Bank and Borrower. Upon receipt of any such notice of resignation, Lenders shall have the right,
in consultation with Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by Lenders and
shall have accepted such appointment within 30 days after the retiring Agent gives notice of its resignation, then the retiring Agent may on behalf of Lenders and Issuing Bank, appoint a successor Agent meeting the qualifications set forth
above; provided that if Agent shall notify Borrower, Issuing Bank and Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) retiring
Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of Lenders or Issuing Bank under any of the Loan Documents, retiring
Agent shall continue to hold such collateral security until such time as a successor Agent is appointed) and (b) all payments, communications and determinations provided to be made by, to or through Agent shall instead be made by or to each
Lender and Issuing Bank directly, until such time as Lenders appoint a successor Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested
with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged
therefrom as provided above in this Section). The fees payable by Borrower to a successor Agent shall be the same as those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Agent’s
resignation hereunder and under the other Loan Documents, the provisions of this Section 9 and Section 10.4 shall continue in effect for the benefit of such retiring Agent, its sub-agents and their respective Affiliates in respect of any
actions taken or omitted to be taken by any of them while the retiring Agent was acting as Agent. 
 9.7 Non-Reliance on
Agent and Other Lenders: Each Lender and Issuing Bank acknowledges that it has, independently and without reliance upon Agent or any other Lender or any of their Affiliates and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and Issuing Bank also acknowledges that it will, independently and without reliance upon Agent or any other Lender


  

					
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or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or
based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder. 

9.8 Reserved: 
 9.9 Agent May File Proofs of Claim: In case of the pendency of any proceeding under the Bankruptcy Code or any other judicial proceeding relative to Borrower or any Guarantor, Agent (irrespective
of whether the principal of any Loan or Reimbursement Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether Agent shall have made any demand on Borrower or any Guarantor) shall be
entitled and empowered, by intervention in such proceeding or otherwise: 
 (a) to file and prove a claim for the whole amount of
the principal and interest owing and unpaid in respect of the Loans, Reimbursement Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of
Lenders, Issuing Bank and Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders, Issuing Bank and Agent and their respective agents and counsel and all other amounts due Lenders, Issuing Bank and
Agent under this Agreement) allowed in such judicial proceeding; and 
 (b) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same; 
 and any custodian, receiver, assignee, trustee, liquidator,
sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to Agent and, if Agent shall consent to the making of such payments directly to Lenders and Issuing
Bank, to pay to Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Agent and its agents and counsel, and any other amounts due Agent under this Agreement. 

9.10 Collateral and Guaranty Matters: Lenders and Issuing Bank irrevocably authorize Agent, at its option and in its discretion,

 (a) to release any Lien on any property granted to or held by Agent under any Loan Document (i) upon termination of the
Term Loan Facility and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination (or cash collateralization) of all Letters of Credit, (ii) that is sold or to be sold as part of or
in connection with any sale permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 10.11; 

(b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Guarantor as a result of a transaction
permitted hereunder; and 
 (c) to subordinate any Lien on any property granted to or held by Agent under any Loan Document to
the holder of any Lien on such property that is permitted by Section 7.3. 

  
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 Upon request by Agent
at any time, Lenders will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Surety and Guaranty Agreement pursuant to
this Section 9.10. In each case as specified in this Section 9.10, Agent will, at Borrower’s expense, execute and deliver such documents as may reasonably request to evidence the release of such item of Collateral from the assignment
and security interest granted under the Loan Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Surety and Guaranty Agreement, in each case in accordance with the terms of the Loan
Documents and this Section 9.10. 
 9.11 Action on Instructions of Lenders: With respect to any provision of this
Agreement, or any issue arising thereunder, concerning which Agent is authorized to act or withhold action by direction of all Lenders, Agent shall in all cases be fully protected in so acting, or in so refraining from acting, hereunder in
accordance with written instructions signed by all Lenders. Such instructions and any action taken or failure to act pursuant thereto shall be binding on all Lenders. 
 9.12 Designation of Additional Agents: 
 The parties hereto covenant and
agree TD Bank, N.A. shall be the Agent, and that no additional party designated as a syndication agent, documentation agent, collateral agent or in any other agent capacity (each such person an “Additional Agent”) shall, except in the case
of the appointment of a successor Agent in accordance with Section 9.6 hereof, have any rights, duties, responsibilities, obligations, liabilities, responsibilities or duties, except for those received, undertaken or incurred by such party in
its capacity as a Lender hereunder, if applicable. No duty, responsibility, right or option granted to Agent herein is delegated or transferred, in whole or in part, to any Additional Agent and no compensation payable to Agent shall be shared with,
or paid to, any such Additional Agent. No Additional Agent shall be entitled to any fees or reimbursement of Expenses except as such Additional Agent shall otherwise be entitled in its capacity as a Lender. Notwithstanding anything to the contrary
contained in this Agreement, no amendment to this Section 9.12 shall be effective without the written consent of Agent. 

SECTION 10. MISCELLANEOUS 
 10.1 GOVERNING LAW: THIS AGREEMENT, AND ALL MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT, AND ALL RELATED AGREEMENTS AND DOCUMENTS, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
SUBSTANTIVE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. THE PROVISIONS OF THIS AGREEMENT AND ALL OTHER AGREEMENTS AND DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED SEVERABLE, AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR
IMPAIR THE REMAINING PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT. 
 10.2 Integrated Agreement: The Loan
Documents, all related agreements, and this Agreement shall be construed as integrated and complementary of each other, and as augmenting and not restricting Lenders’, Issuing Bank’s and Agent’s rights and remedies. If, after applying
the foregoing, an inconsistency still exists, the provisions of this Agreement shall constitute an amendment thereto and shall control. 

  
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 10.3 Waiver: No
omission or delay by Secured Parties in exercising any right or power under this Agreement or any related agreements and documents will impair such right or power or be construed to be a waiver of any default, or Event of Default or an acquiescence
therein, and any single or partial exercise of any such right or power will not preclude other or further exercise thereof or the exercise of any other right, and as to Borrower no waiver will be valid unless in writing and signed by Agent and such
Lenders (as required pursuant to Section 10.11) and then only to the extent specified. 
 10.4 Expenses; Indemnity:
(a) Borrower shall pay (i) all reasonable and documented out-of-pocket expenses incurred by Agent and Agent’s Affiliates (including the reasonable fees, charges and disbursements of counsel for Agent), in connection with the syndication of
the credit facilities provided for herein, the preparation, negotiation, execution, delivery and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether
or not the transactions contemplated hereby or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by Issuing Bank in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any
demand for payment thereunder and (iii) all out-of-pocket expenses incurred by Agent, any Lender or Issuing Bank (including the fees, charges and disbursements of any counsel for Agent, any Lender or Issuing Bank) in connection with the
enforcement or protection of its rights (A) under or related to this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with Loans made or Letters of Credit issued hereunder, including all
such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of Credit (all such out-of-pocket expenses, fees, charges and disbursements are referred to herein collectively, as
“Expenses”). 
 (b) Indemnification by Borrower; Lenders. Borrower shall indemnify Agent (and any sub-agent
thereof), each Lender and Issuing Bank, and each Related Party (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses
(including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any Indemnitee or asserted against any Indemnitee by any third party or by Borrower or any Guarantor arising out of, in connection with, or as a
result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or thereunder or
the consummation of the transactions contemplated hereby or thereby, or, in the case of Agent (and any sub-agent thereof) and its Indemnitees only, the administration of this Agreement and the other Loan Documents, (ii) any Loan or Letter of
Credit or the use or proposed use of the proceeds therefrom (including any refusal by Issuing Bank to honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms
of such Letter of Credit), (iii) any violation of any Requirement of Law by Borrower or any Guarantor, or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party (including any creditor of Borrower or any Guarantor) or by Borrower or any Guarantor or any of Borrower’s or any Guarantor’s directors, shareholders or creditors, and
regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a
court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct 

  
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of such Indemnitee or (y) result from a claim brought by Borrower or any Guarantor against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any
other Loan Document, if such Borrower or such Guarantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. 

(c) To the extent that Borrower for any reason fails to indefeasibly pay any amount required under sub-Section (a) or (b) of
this Section to be paid by it to Agent (or any sub-agent thereof), Issuing Bank or any Indemnitee of any of the foregoing, each Lender severally agrees to pay to Agent (or any such sub-agent), Issuing Bank or such Indemnitee, as the case may
be, such Lender’s Pro Rata Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted against Agent (or any such sub-agent) or Issuing Bank in its capacity as such, or against any Indemnitee of any of the foregoing acting for Agent (or any such sub-agent)
or Issuing Bank in connection with such capacity. The obligations of Lenders under this sub-Section (c) are several and not joint. 
 10.5 Time: Whenever Borrower shall be required to make any payment, or perform any act, on a day which is not a Business Day, such payment may be made, or such act may be performed, on the next
succeeding Business Day. Time is of the essence in the performance under all provisions of this Agreement and all related agreements and documents. 
 10.6 Consequential Damages: Neither Agent, Issuing Bank or any Lender nor any agent or attorney of Agent, Issuing Bank or any Lender, shall be liable for any consequential damages arising from any
breach of contract, tort or other wrong relating to the establishment, administration or collection of the Obligations. 
 10.7
Brokerage: This transaction was brought about and entered into by Agent, Lenders and Borrower acting as principals and without any brokers, agents or finders being the effective procuring cause hereof. Borrower represents that it has not
committed Agent or any Lender to the payment of any brokerage fee, commission or charge in connection with this transaction. If any such claim is made on Agent or any Lender by any broker, finder or agent or other person, Borrower hereby
indemnifies, defends and saves such party harmless against such claim and further will defend, with counsel satisfactory to Agent, any action or actions to recover on such claim, at Borrower’s own cost and expense, including such party’s
reasonable counsel fees. Borrower further agrees that until any such claim or demand is adjudicated in such party’s favor, the amount demanded shall be deemed a liability of Borrower under this Agreement. 

10.8 Notices: 
 (a) Any notice or request hereunder may be given to Borrower or to Agent or any Lender at their respective addresses set forth below or at such other address as may hereafter be specified in a notice
designated as a notice of change of address under this Section. Any notice, request, demand, direction or other communication (for purposes of this Section 10.8 only, a “Notice”) to be given to or made upon any party hereto under any
provision of this Agreement shall be given or made by telephone or in writing (which includes by means of electronic transmission (i.e., “e-mail”) or facsimile transmission or by setting forth such Notice on a site on the World Wide


  
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Web (a “Website Posting”) if Notice of such Website Posting (including the information necessary to access such site) has previously been delivered to the applicable parties hereto by
another means set forth in this Section 10.8) in accordance with this Section 10.8. Any such Notice must be delivered to the applicable parties hereto at the addresses and numbers set forth under their respective names set forth herein or
in accordance with any subsequent unrevoked Notice from any such party that is given in accordance with this Section 10.8. Any Notice shall be effective: 
 (b) In the case of hand-delivery, when delivered; 
 (c) If given by mail, four
days after such Notice is deposited with the United States Postal Service, with first-class postage prepaid, return receipt requested; 
 (d) In the case of a telephonic Notice, when a party is contacted by telephone, if delivery of such telephonic Notice is confirmed no later than the next Business Day by hand delivery, a facsimile or
electronic transmission, a Website Posting or an overnight courier delivery of a confirmatory Notice (received at or before noon on such next Business Day); 
 (e) In the case of a facsimile transmission, when sent to the applicable party’s facsimile machine’s telephone number, if the party sending such Notice receives confirmation of the delivery
thereof from its own facsimile machine; 
 (f) In the case of electronic transmission, when actually received; 

(g) In the case of a Website Posting, upon delivery of a Notice of such posting (including the information necessary to access such site)
by another means set forth in this Section 10.8; and 
 (h) If given by any other means (including by overnight courier),
when actually received.: 
  

			
	If to Agent to:	  	TD Bank, N.A.
		  	1006 Astoria Boulevard
		  	Cherry Hill, NJ 08034
		  	Attn: Richard A. Zimmerman
		  	Telecopier: 856-751-6884
		
	With copies to:	  	Ballard Spahr LLP
		  	1735 Market Street, 51st Floor
		  	Philadelphia, PA 19103
		  	Attn: Steven M. Miller
		  	Telecopier: 215-864-8310
		
	If to Borrower to:	  	Dekania Investors, LLC
		  	2929 Arch Street
		  	Philadelphia, PA 19104-2868
		  	Attn: Joseph Pooler
		  	Telecopier: 215-701-9603


  
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	With copies to:	  	Duane Morris LLP
		  	30 S. 17th Street
		  	Philadelphia, PA 19103
		  	Attn: Darrick M. Mix
		  	Telecopier: 215-405-2906
		
	If to Lenders:	  	to the addresses set forth on Schedule B


(i) Agent shall be fully entitled to rely upon any facsimile transmission, e-mail, or other writing purported to be sent by any
Authorized Officer (whether requesting an Advance or otherwise) as being genuine and authorized. 
 10.9 Headings: The
headings of any paragraph or Section of this Agreement are for convenience only and shall not be used to interpret any provision of this Agreement. 
 10.10 Survival: All warranties, representations, and covenants made by Borrower herein, or in any agreement referred to herein or on any certificate, document or other instrument delivered by it or
on its behalf under this Agreement, shall be considered to have been relied upon by Agent and Lenders, and shall survive the delivery to Lenders of the Notes, regardless of any investigation made by Lenders or on their behalf. All statements in any
such certificate or other instrument prepared and/or delivered for the benefit of Agent and any and all Lenders shall constitute warranties and representations by Borrower hereunder. Except as otherwise expressly provided herein, all covenants made
by Borrower hereunder or under any other agreement or instrument shall be deemed continuing until all Obligations are satisfied in full. All indemnification obligations under this Agreement, including under Section 2.2, 2.10, 2.14, 2.15, 2.16,
6.5, 10.4 and 10.7, shall survive the termination of this Agreement and payment of the Obligations for a period of two (2) years. 
 10.11 Amendments: 
 (a) Neither the amendment or waiver of any provision of
this Agreement or any other Loan Document (other than Letter of Credit Documents), nor the consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by Agent, and each such
amendment, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided that no amendment, waiver or consent shall do any of the following: (i) increase the Term Loan Limit or L/C
Sublimit or the Pro Rata Percentage of any Lender without the written consent of such Lender, (ii) except as otherwise expressly provided in this Agreement with respect to the floating nature of the Base Rate or Adjusted LIBOR Rate, reduce the
principal of, or interest on, any Note or any Reimbursement Obligations or any fees hereunder without the written consent of each Lender affected thereby, (iii) postpone any date fixed for any payment in respect of principal of, or interest on,
any Note or any Reimbursement Obligations or any fees hereunder without the written consent of each Lender affected thereby, (iv) amend or waive Section 2.12 or this Section 10.11 or any provision under this Agreement or any Loan
Document that expressly provided for consent or other action by all Lenders, (v) except as otherwise expressly provided in this Agreement, and other than in connection with the financing, refinancing, sale or other disposition of any Property
of Borrower permitted under this Agreement, release any Liens in favor of Lenders on any portion of the Collateral in excess of $1,000,000 in any calendar year without the written consent of each Lender, (vi) permit Borrower or any Guarantor to


  
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delegate, transfer or assign any of its, obligations to any Lender without the written consent of each Lender, (vii) extend the Term Loan Maturity Date without the written consent of each
Lender affected thereby, or (viii) release or compromise the obligations of Borrower or any Guarantor to any Lender without the written consent of each Lender; provided further, that no amendment, waiver or consent affecting the rights or
duties of Agent or Issuing Bank under any Loan Document shall in any event be effective, unless in writing and signed by Agent and/or Issuing Bank, as applicable, in addition to Lenders required hereinabove to take such action. Notwithstanding any
of the foregoing to the contrary, the consent of Borrower shall not be required for any amendment, modification or waiver of the provisions of Section 9 of this Agreement. In addition, Borrower and Lenders hereby authorize Agent to modify this
Agreement by unilaterally amending or supplementing Schedule A, or Schedule B from time to time in the manner requested by Borrower, Agent or any Lender in order to reflect any assignments or transfers of the Loans as provided for hereunder and
to amend Schedule C, Schedule D, Schedule 5.10(b), 5.11(c) or Schedule 5.14(b) as permitted under Section 4.8, Section 6.19 and Section 6.20; provided, however, that Agent shall promptly deliver a copy of any such modification to
Borrower and each Lender. 
 (b) After an acceleration of the Obligations, Agent shall have the right, with communication (to
the extent reasonably practicable under the circumstances) with all Lenders, to exercise or refrain from exercising any and all right, remedies, privileges and options under the Loan Documents and available at law or in equity to protect and enforce
the rights of Lenders and collect the Obligations, including, without limitation, instituting and pursuing all legal actions against Borrower or to collect the Obligations, or defending any and all actions brought by Borrower or any other Person; or
incurring Expenses or otherwise making expenditures to protect the Loans, the Collateral or Lenders’ rights or remedies. 

(c) To the extent Agent is required to obtain or otherwise elects to seek the consent of Lenders to an action Agent desires to take, if
any Lender fails to notify Agent, in writing, of its consent or dissent to any request of Agent hereunder within ten (10) Business Days of such Lender’s receipt of such request, such Lender shall be deemed to have given its consent
thereto. 
 (d) Notwithstanding the fact that the consent of all Lenders is required in certain circumstances as set forth
above, (i) each Lender is entitled to vote as such Lender sees fit on any bankruptcy reorganization plan that affects the Loans, and each Lender acknowledges that the provisions of Section 1126(c) of the Bankruptcy Code supersedes the
unanimous consent provisions set forth herein and (ii) Agent may consent to allow Borrower or a Guarantor to use cash collateral in the context of a bankruptcy or insolvency proceeding. 

10.12 Successors and Assigns: 
 (a) Assignments Generally. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby
(including any Affiliate of Issuing Bank that issues any Letter of Credit) except that (i) Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the 

  
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parties hereto, their respective successors and assigns permitted hereby (including any Affiliate of Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in
paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of Agent, Issuing Bank and Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 

(b) Assignments by Lenders. 
 (i) Assignments Generally. Subject to the conditions set forth in subclause (b)(ii) below, any Lender may assign to one or more assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Pro Rata Share and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: 

1) Borrower; provided that no consent of Borrower shall be required for an assignment to a Lender, an Affiliate of a Lender, an Approved
Fund or, if an Event of Default has occurred and is continuing, any other assignee; and 
 2) each of Agent and Issuing Bank;
provided that no such consent shall be required for an assignment to a Lender. 
 (ii) Certain Conditions to
Assignments. Assignments shall be subject to the following additional conditions: 
 1) except in the case of an assignment
to a Lender or an Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Loans or Term Loan Pro Rata Share, the amount of the Term Loan Pro Rata Share or Loans of the assigning Lender subject to each
such assignment (determined as of the date of the Assignment Agreement with respect to such assignment is delivered to Agent) shall not be less than $5,000,000, unless each of Borrower and Agent otherwise consent; provided that no such consent of
Borrower shall be required if an Event of Default has occurred and is continuing; 
 2) each partial assignment shall be made
as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; and 

3) the parties to each assignment shall execute and deliver to Agent an Assignment Agreement, together with a processing and recordation
fee of $3,500; and 
 (iii) Effectiveness of Assignments. Subject to acceptance and recording thereof pursuant to
subclause (b)(iv) of this Section, from and after the effective date specified in each Assignment Agreement, the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment Agreement, have the rights
and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in the case of an
Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.15, 2.16 and 10.4). Any
assignment or transfer by a Lender of the rights or obligations under this Agreement that does not comply with this Section shall be treated for 

  
 69 









 
purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with paragraph (c) of this Section. 

(iv) Maintenance of Register. Agent, acting for this purpose as an agent of Borrower, shall maintain at one of its offices a copy
of each Assignment Agreement delivered to it and a register for the recordation of the names and addresses of Lenders, and the Term Loan Pro Rata Share, and principal amount of the Loans and Reimbursement Obligations (and interest thereon) owing to,
each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, Agent, Issuing Bank and Lenders shall treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower, Issuing Bank and any Lender, at any reasonable time and from
time to time upon reasonable prior notice. 
 (v) Acceptance of Assignments by Agent. Upon its receipt of a duly
completed Assignment Agreement executed by an assigning Lender and an assignee, the processing and recordation fee referred to in subclause (b) of this Section and any written consent to such assignment required by subclause (b) of
this Section, Agent shall accept such Assignment Agreement and record the information contained therein in the Register (“Acceptance Date”). No assignment shall be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph. 
 (c) Participations. 

(i) Participations Generally. Any Lender may, without the consent of Borrower, Agent, Issuing Bank sell participations to one or
more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Term Loan Pro Rata Share and the Loans
owing to it); provided that (A) such Lender’s obligations under this Agreement and the other Loan Documents shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (C) Borrower, Agent, Issuing Bank and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan
Documents. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification
or waiver of any provision of this Agreement or any other Loan Document; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver
described in the first proviso to Section 10.11 that affects such Participant. Subject to subclause (c)(ii) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.14, 2.15 and 2.16 (subject to the
requirements and limitations of such Sections) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section. 

(ii) Limitations on Rights of Participants. A Participant shall not be entitled to receive any greater payment under
Section 2.14, 2.15 or 2.16 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower’s prior
written consent. A 

  
 70 









 
Participant that would be a Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 2.16 unless Borrower is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of Borrower, to comply with Section 2.16 as though it were a Lender. 
 (iii) Participation Register. In the event that any Lender sells participations in a Loan or its Term Loan Pro Rata Share, such Lender, acting solely for this purpose as a non-fiduciary agent of
Borrower, shall maintain a register on which it enters the names and addresses of all participants, the Term Loan Pro Rata Share held by, and the principal amount of the Loans and Reimbursement Obligations (and interest thereon) owing to, them (the
“Participant Register”). The entries in the Participant Register shall be conclusive in the absence of manifest error, and the participating Lender shall treat each Person whose name is recorded in the Participant Register as the
Participant for all purposes of this Agreement and the other Loan Documents, notwithstanding any notice to the contrary. 
 (d)
Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure
obligations to a Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 
 10.13
Confidentiality: Each of Agent, Lenders and Issuing Bank agrees to maintain the confidentiality of the Information, except that Information may be disclosed (i) to its Affiliates and to its and its Affiliates’ respective partners,
directors, officers, employees, agents, advisors and other representatives (it being understood that Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential), (ii) to the extent requested by any regulatory authority purporting to have jurisdiction over it, (iii) to the extent required by applicable Laws or regulations or by any subpoena or similar legal process, (iv) to any
other party hereto, (v) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (vi) subject to an agreement containing provisions substantially the same as those of this Section, to (A) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or (B) any actual or prospective counterparty (or its advisors) to any Hedging Agreement, swap or derivative transaction relating to Borrower, (vii) with the consent of Borrower or (viii) to the extent such
Information (A) becomes publicly available other than as a result of a breach of this Section or (B) becomes available to Agent, any Lender, Issuing Bank or any of their respective Affiliates on a non-confidential basis from a source
other than Borrower or any Guarantor. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree
of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. 

10.14 Duplicate Originals: Two or more duplicate originals of this Agreement may be signed by the parties, each of which shall be
an original but all of which together shall constitute one 

  
 71 









 
and the same instrument. This Agreement may be executed in counterparts, all of which counterparts taken together shall constitute one completed fully executed document. 

10.15 Modification: No modification hereof or any agreement referred to herein shall be binding or enforceable unless in writing
and signed by Borrower, Agent, Issuing Bank and Lenders except as provided in Section 10 hereof. Any modification in accordance with the terms hereof shall be binding on all parties hereto, whether or not each is a signatory thereto.

 10.16 Signatories: Each individual signatory hereto represents and warrants that he is duly authorized to execute this
Agreement on behalf of his principal and that he executes the Agreement in such capacity and not as a party. 
 10.17 Third
Parties: No rights are intended to be created hereunder, or under any related agreements or documents for the benefit of any third party donee, creditor or incidental beneficiary of Borrower. Nothing contained in this Agreement shall be
construed as a delegation to Agent, Issuing Bank or any Lender of Borrower’s duty of performance, including, without limitation, Borrower’s duties under any account or contract with any other Person. 

10.18 Discharge of Taxes, Borrowers’ Obligations, Etc.: Agent, in its sole discretion, shall have the right at any time, and
from time to time, if Borrower fails to timely perform, to: (a) pay for the performance of any of Borrower’s Obligations hereunder, and (b) discharge taxes or Liens, at any time levied or placed on any of Borrower’s Property in
violation of this Agreement unless such entity is in good faith with due diligence by appropriate proceedings contesting such taxes or Liens and maintaining proper reserves therefore in accordance with GAAP. Expenses and advances shall bear interest
at the highest rate applied to the Loans until reimbursed to Agent. Such payments and advances made by Agent shall not be construed as a waiver by Agent or Lenders of an Event of Default under this Agreement. 

10.19 Withholding and Other Tax Liabilities: Agent shall have the right to refuse to make any Advances from time to time unless
Borrower shall, at Agent’s request, have given to Agent evidence, reasonably satisfactory to Agent, that it has properly deposited or paid, as required by law, all withholding taxes and all federal, state, city, county or other taxes due up to
and including the date of the requested Advance. Copies of deposit slips showing payment shall likewise constitute satisfactory evidence for such purpose. In the event that any lien, assessment or tax liability against Borrower shall arise in favor
of any taxing authority, whether or not notice thereof shall be filed or recorded as may be required by law, Agent shall have the right (but shall not be obligated, nor shall Agent or any Lender hereby assume the duty) to pay any such lien,
assessment or tax liability by virtue of which such charge shall have arisen; provided, however, that Agent shall not pay any such tax, assessment or lien if the amount, applicability or validity thereof is being contested in good faith and by
appropriate proceedings by such entity. In order to pay any such lien, assessment or tax liability, Agent shall not be obliged to wait until said lien, assessment or tax liability is filed before taking such action as hereinabove set forth. Any sum
or sums which Agent (shared ratably by Lenders) shall have paid for the discharge of any such lien shall be paid by Borrower to Agent with interest thereon at the highest rate applicable to the Loans, upon demand, and Agent shall be subrogated to
all rights of such taxing authority against Borrower. 

  
 72 









  
 10.20 Consent to
Jurisdiction: Borrower, Agent, Issuing Bank and each Lender hereby irrevocably consent to the non-exclusive jurisdiction of the Courts of the Commonwealth of Pennsylvania or the United States District Court for the Eastern District of
Pennsylvania in any and all actions and proceedings whether arising hereunder or under any other agreement or undertaking. Borrower waives any objection which Borrowers may have based upon lack of personal jurisdiction, improper venue or forum
non conveniens. Borrower irrevocably agrees to service of process by certified mail, return receipt requested to the address of the appropriate party set forth herein. 
 10.21 Waiver of Jury Trial: BORROWER, AGENT, ISSUING BANK AND EACH LENDER HEREBY WAIVE ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION, PROCEEDING OR COUNTERCLAIM
ARISING WITH RESPECT TO RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS INVOLVING OR RELATED TO ANY PROPOSED RENEWAL, EXTENSION,
AMENDMENT, MODIFICATION, RESTRUCTURE, FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS. 
 10.22 Termination: Borrower may terminate this Agreement at any time upon ten (10) days’ prior written notice upon payment in full of the Obligations. In connection with any request for a
termination hereunder and upon Borrower’s request, Agent shall issue a pay-off letter to Borrower. The termination of this Agreement shall not affect Borrower’s or Agent’s, Issuing Bank’s or any Lender’s rights, or any of
the Obligations having their inception prior to the effective date of such termination, and the provisions hereof shall continue to be fully operative until all Obligations (including payment of all obligations arising under Section 2.10 of
this Agreement) have been paid in full, and all outstanding Letters of Credit have been cash collateralized or backstopped to Issuing Bank’s satisfaction; provided that, any indemnification provisions that expressly survive termination shall
continue. The security interests, Liens and rights granted to Agent hereunder and the financing statements filed hereunder shall continue in full force and effect, notwithstanding the termination of this Agreement or the fact that the Obligations
may from time to time be temporarily in a zero or credit position, until all of the Obligations (including payment of all obligations arising under Section 2.10 of this Agreement) of Borrower have been paid or performed in full, this Agreement
has been terminated, and all outstanding Letters of Credit have been cash collateralized or backstopped to Issuing Bank’s satisfaction, or Borrower has furnished Agent with an indemnification satisfactory to Agent with respect thereto.

 10.23 Patriot Act Notice: To help fight the funding of terrorism and money laundering activities, Federal law requires
all financial institutions to obtain, verity and record information that identifies each Person who opens an account. For purposes of this Section 10.23, account shall be understood to include loan accounts. 

10.24 Nonliability of Lenders: The relationship between Borrower on the one hand and Lenders, Issuing Bank and Agent on the other
hand shall be solely that of borrower and lender. Neither Agent, Issuing Bank, nor any Lender shall have any fiduciary responsibility to Borrower. 
 [Remainder of Page Intentionally Left Blank] 

  
 73 









  
 IN WITNESS WHEREOF,
the undersigned parties have executed this Agreement the day and year first above written. 
  

					
	BORROWER:	 	DEKANIA INVESTORS, LLC
			
		 	By:	 	 /s/ Joseph W. Pooler, Jr.

		 	Name:	 	Joseph W. Pooler, Jr.
		 	Title:	 	Chief Financial Officer
			
	AGENT	 		 	
	AND ISSUING BANK:	 	 TD BANK, N.A., as Agent
 and Issuing Bank

			
		 	By:	 	 /s/ Richard A. Zimmerman

		 	Name:	 	Richard A. Zimmerman
		 	Title:	 	Vice President
		
	LENDERS:	 	TD BANK, N.A., as Lender
			
		 	By:	 	 /s/ Richard A. Zimmerman

		 	Name:	 	Richard A. Zimmerman
		 	Title:	 	Vice President

 [Signature Page to Loan
and Security Agreement] 







  
 EXHIBIT A

 ASSIGNMENT AND ASSUMPTION 
 Dated as of:                             

 Reference is made to the Loan and Security Agreement dated as of
                    , 2010 (as amended, restated or otherwise modified from time to time, the “Loan Agreement”), by and among
Dekania Investors, LLC (“Borrower”), the lenders a party thereto (the “Lenders”), and TD Bank, N.A., as administrative agent (“Agent”) and issuing bank. Capitalized terms used herein which are not defined herein shall
have the meanings assigned thereto in the Loan Agreement. 

                     (the
“Assignor”) and                      (the “Assignee”) agree as follows: 

1. The Assignor hereby sells and assigns to the Assignee, and the Assignee hereby purchases and assumes from the Assignor, as of the
Effective Date (as defined below), all of the Assignor’s interests, rights and obligations with respect to the Loans set forth on Schedule 1, including such percentage of the outstanding Letters of Credit and Reimbursement Obligations,
and the Assignor thereby retains its interest (if any) therein set forth on Schedule 1. This Assignment and Assumption is entered pursuant to, and authorized by, Section 10.12 of the Loan Agreement. 

2. The Assignor (i) represents that, as of the date hereof, its Pro Rata Percentage (without giving effect to assignments thereof
which have not yet become effective) under the Loan Agreement is with respect to the Loans, including its Pro Rata Percentage of the outstanding Letters of Credit and Reimbursement Obligations (unreduced by any assignments thereof which have not yet
become effective) set forth on Schedule 1; (ii) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Loan Agreement or any other
Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Agreement or any other instrument or document furnished pursuant thereto, other than that the Assignor is the legal and beneficial
owner of the interest being assigned by it hereunder and that such interest is free and clear of any adverse claim; (iii) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Borrower or
the performance or observance by Borrower of any of its obligations under the Loan Agreement or any other instrument or document furnished or executed pursuant thereto; and (iv) attaches the Notes delivered to it under the Loan Agreement and
requests that Borrower exchange such Notes for new Notes payable to each of the Assignor and the Assignee as follows: 
  

							
	 Note Payable to the Order of:
	  	Principal Amount of Note:	 
			
	  
	 		  	$	                    	  
	  
	 		  	$	                    	  

 3. The
Assignee (i) represents and warrants that it is legally authorized to enter into this Assignment and Assumption; (ii) confirms that it has received a copy of the Loan Agreement, together with copies of the most recent financial statements
delivered pursuant to the terms thereof, 

  

					
		  	A-1	  	









 
and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption; (iii) agrees that it will,
independently and without reliance upon the Assignor or any other Lender or Agent and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under
the Loan Agreement; (iv) appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such powers under the Loan Agreement and the other Loan Documents as are delegated to the Agent by the terms thereof, together
with such powers as are reasonably incidental thereto; (v) agrees that it will perform in accordance with their terms all the obligations which by the terms of the Loan Agreement and the other Loan Documents are required to be performed by it
as a Lender; (vi) agrees to hold all confidential information in a manner consistent with the provisions of the Loan Agreement; and (vii) includes herewith for the Agent the two forms required by Section 2.16 of the Loan Agreement (if
not previously delivered). 
 4. The effective date for this Assignment and Assumption shall be as set forth in Section 1
of Schedule 1 hereto (the “Effective Date”). Following the execution of this Assignment and Assumption, it will be delivered to Agent for acceptance, recording in its books and records and, to the extent required by the Loan
Agreement, consent by Borrower. Effectiveness of this Assignment and Assumption is expressly conditioned upon payment of the processing fee required under Section 10.12 of the Loan Agreement. 

5. Upon such consents, acceptance and recording and payment, from and after the Effective Date, (i) the Assignee shall be a party to
the Loan Agreement and the other Loan Documents to which Lenders are parties and, to the extent provided in this Assignment and Assumption, have the rights and obligations of a Lender under each such agreement, and (ii) the Assignor shall, to
the extent provided in this Assignment and Assumption, relinquish its rights and be released from its obligations under the Loan Agreement and the other Loan Documents. 
 6. Upon such consents, acceptance and recording and payment, from and after the Effective Date, the Agent shall make all payments in respect of the interest assigned hereby (including payments of
principal, interest, fees and other amounts) to the Assignee. The Assignor and Assignee shall make all appropriate adjustments in payments for periods prior to the Effective Date or with respect to the making of this assignment directly between
themselves. 
 7. THIS ASSIGNMENT AND ASSUMPTION SHALL BE DEEMED TO BE A CONTRACT UNDER SEAL AND, TOGETHER WITH ALL MATTERS
ARISING HEREUNDER OR RELATED HERETO, SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA. 
 [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] 

  

					
		  	A-2	  	









  
 WITNESS the following
signatures as of the          day of             , 20    . 

 

							
	ASSIGNOR:	 	  

				
		 		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	
		
	ASSIGNEE:	 	  

				
		 		 	By:	 	  

		 		 	Name:	 	
		 		 	Title:	 	
			
	Acknowledged and Consented to:	 		 	
			
	DEKANIA INVESTORS, LLC	 		 	
				
	By:	 	  
	 		 	
	Name:	 		 		 	
	Title:	 		 		 	
			
	Consented to and Accepted by:	 		 	
			
	TD BANK, N.A., as Agent	 		 	
				
	By:	 	  
	 		 	
	Name:	 		 		 	
	Title:	 		 		 	








  
 SCHEDULE 1

 TO 
 ASSIGNMENT AND ASSUMPTION 
  

											
	1.	 	Effective Date         
                    ,        	  		 		 	
					
	2.	 	Assignor’s Interest Prior to Assignment	  		 		 	
						
		 	(a)	  	Pro Rata Percentage	  		 		 	
		 		  	 (i)Term Loans
	  	        %	 		 	
		 	(b)	  	Outstanding balance of Term Loans	  		 		 	$                    
		 	(c)	  	Outstanding balance of Assignor’s Pro Rata Percentage of the Letters of Credit and Reimbursement Obligations	  		 		 	$                    
					
	3.	 	Assigned Interest of Loans	  		 		 	
						
		 	(a)	  	Term Loans	  	        %	 		 	
		 	(b)	  	Letters of Credit and Reimbursement Obligations	  		 	        %	 	
					
	4.	 	Assignee’s Extensions of Credit After Effective Date	  		 		 	
						
		 	(a)	  	Total outstanding balance of Assignee’s Term Loans (line 2(b) times line 3(a))	  		 		 	$                    
		 	(b)	  	Total outstanding balance of Assignee’s Pro Rata Percentage of the Letters of Credit and Reimbursement Obligations (line 2(c) times line 3(b))
$                    	  		 		 	
					
	5.	 	Retained Interest of Assignor after Effective Date	  		 		 	
						
		 	(a)	  	Retained Interest of Pro Rata Percentage	  		 		 	
		 		  	 (i)Term Loans
	  		 	        %	 	
		 		  	 (ii)Letters of Credit
	  		 	        %	 	
						
		 	(b)	  	Outstanding balance of Assignor’s Term Loans (line 2(b) times line 5(a)(i))	  		 		 	$                    
						
		 	(c)	  	Outstanding balance of Assignor’s Pro Rata Percentage of Letters of Credit and Reimbursement Obligations (line 2(c) times line 5(a)(ii))	  		 		 	$                    








  

					
	6.	 	Payment Instructions
			
		 	(a)	  	If payable to Assignor, to the account of Assignor to:
			
		 		  	ABA No.:
		 		  	Account Name:
		 		  	Account No.:
		 		  	Attn:
		 		  	Ref:
			
		 	(b)	  	If payable to Assignee, to the account of Assignee to:
			
		 		  	ABA No.:
		 		  	Account Name:
		 		  	Account No.:
		 		  	Attn:
		 		  	Ref:








  
 EXHIBIT B

 FORM OF AUTHORIZATION CERTIFICATE 

(Borrower Letterhead) 

Date:                      

TD Bank, N.A. 
 1701 Route 70 East 

Cherry Hill, NJ 08034 
 Attention: 

Dear                     : 

 

	 	RE:	That certain Loan and Security Agreement dated
                    , 2010 (as may be amended, restated, or otherwise modified from time to time, the “Loan Agreement”), by and
among Dekania Investors, LLC (“Borrower”), TD Bank, N.A., as administrative agent (“Agent”) and issuing bank, and various financial institutions as lenders (“Lender”) 


Capitalized terms used herein without definition shall have the meanings given to them in the Loan Agreement. 

The following individuals are authorized to request Advances against the Term Loan Facility, execute Quarterly Compliance Certificates,
and transfer funds from any of the Borrower’s accounts per written instructions received via fax: 
  

											
	 Authorized Person
	  	  	  	 Title
	  	 	  	 Signature

						
	 1.
	  	  
	  		  	  
	  		  	  

						
	 2.
	  	  
	  		  	  
	  		  	  

						
	 3.
	  	  
	  		  	  
	  		  	  



 

			
	Acknowledged and approved:
		
	By:	 	  

	Name:	 	
	Title:	 	


  

					
		  	B-1	  	









  
 EXHIBIT C

 FORM OF NOTICE OF CONVERSION/EXTENSION 

Dated as of:
                     
 TD Bank,
N.A., as Agent 
 1701 Route 70 East 

Cherry Hill, NJ 08034 
 Ladies and Gentlemen:

 This irrevocable Notice of Conversion/Extension (the “Notice”) is delivered to you under Section 2.6 of the
Loan and Security Agreement dated as of                     , 2010 (as amended, restated or otherwise modified from time to time, the
“Loan Agreement”), by and among Dekania Investors, LLC (“Borrower”), TD Bank, N.A., as agent for the various financial institutions (“Agent”) and as issuing bank, and the financial institutions a party thereto from time
to time as lenders. 
 1. This Notice is submitted for the purpose of: 

(Check one and complete applicable information in accordance with the Loan Agreement.) 

 

	 	 ̈	Converting all or a portion of a Base Rate Loan into a LIBOR Rate Loan 

  

	 	(a)	The aggregate outstanding principal balance of such Loan is $            . 


 

	 	(b)	The principal amount of such Loan to be converted is $            . 


 

	 	(c)	The requested effective date of the conversion of such Loan is
                    . 

  

	 	(d)	The requested LIBOR Interest Period applicable to the converted Loan is
                    . 

  

	 	 ̈	Converting a portion of LIBOR Rate Loan into a Base Rate Loan 

  

	 	(a)	The aggregate outstanding principal balance of such Loan is $            . 


 

	 	(b)	The last day of the current LIBOR Interest Period for such Loan is
                    . 

  

	 	(c)	The principal amount of such Loan to be converted is $            . 


 

	 	(d)	The requested effective date of the conversion of such Loan is
                    . 

  

	 	 ̈	Continuing all or a portion of a LIBOR Rate Loan as a LIBOR Rate Loan 

  

	 	(a)	The aggregate outstanding principal balance of such Loan is $            . 


  

					
		  	C-1	  	









  

	 	(b)	The last day of the current LIBOR Interest Period for such Loan is
                    . 

  

	 	(c)	The principal amount of such Loan to be continued is $            . 


 

	 	(d)	The requested effective date of the continuation of such Loan is
                    . 

  

	 	(e)	The requested LIBOR Interest Period applicable to the continued Loan is
                    . 

 2. All of the conditions applicable to the conversion or continuation of the Loan requested herein as set forth in the Loan Agreement have been satisfied or waived as of the date hereof and will remain
satisfied or waived to the date of such Loan. 
 3. No Default or Event of Default Exists. 

4. Capitalized terms used herein and not defined herein shall have the meanings assigned thereto in the Loan Agreement. 

IN WITNESS WHEREOF, the undersigned, on behalf of Borrower, has executed this Notice of Conversion/Extension this
     day of             , 20    . 

 

			
	DEKANIA INVESTORS, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	



  

					
		  	C-2	  	









  
 EXHIBIT D

 FORM OF ADVANCE REQUEST 
 Dekania Investors, LLC 
 2929 Arch Street 
 Philadelphia, PA 19104 
 (“Borrower”) 

To: TD Bank, N.A. 
 1701 Route 70 East

 Cherry Hill, NJ 08034 

(“Agent”) 
 Borrower
hereby requests an Advance in the amount of $             pursuant to Section 2.5 of that certain Loan and Security Agreement by and among Borrower, Agent, Issuing Bank and the
financial institutions party thereto, from time to time, dated                     , 2010 (as amended, restated or otherwise modified from
time to time, the “Loan Agreement”). Capitalized terms used herein without definition shall have the meaning given to them in the Loan Agreement. Borrower hereby requests that such Advance accrue interest at the (select one) [Adjusted
Base Rate/ LIBOR Rate]. If a LIBOR Rate Loan, the LIBOR Interest Period is _________. The proposed date of the Advance is
                                        .

 Borrower hereby represents and warrants to Lender as follows: 

a. There exists no Default or Event of Default under the Loan Agreement. 

b. All representations, warranties and covenants made in the Loan Agreement are true and correct in all material respects as of the date
hereof. 
 c. The aggregate principal amount of all Advances outstanding under the Term Loan Facility, prior to giving effect to
this Advance, is $            . 
 d. The number of LIBOR
Rate Loans outstanding after giving effect to this Advance request will be                      (cannot exceed five (5)). 

 

			
	DEKANIA INVESTORS, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	


 Date:
                    , 20     

  

					
		  	D-1	  	









  
 EXHIBIT E

 QUARTERLY COMPLIANCE CERTIFICATE 

 

			
	 TD Bank, N.A.
 1701 Route 70
East
 Cherry Hill, NJ 08034
 Attention:
                                        

	  	                    ,
20    

 The undersigned, an Authorized Officer of Dekania Investors, LLC
(“Borrower”), gives this certificate to TD Bank, N.A. (“Agent”), in accordance with the requirements of Section 6.10 of that certain Loan and Security Agreement dated
                    , 2010, by and among Borrower, Agent, Issuing Bank and the financial institutions party thereto, from time to time (as
amended, restated or otherwise modified from time to time, “Loan Agreement”). Capitalized terms used in this Certificate, unless otherwise defined herein, shall have the meanings ascribed to them in the Loan Agreement. 

1. Based upon my review of the consolidated balance sheets and statements of income of Borrower for the fiscal period ending
                    , 20    , copies of which are attached hereto, I hereby certify that as at/for such period (as
applicable): 
 a. The Consolidated Net Worth of the Dekania Group is
                    ; 

b. The Fixed Charge Coverage Ratio of the Dekania Group is
                    ; 

c. The Leverage Ratio of the Dekania Group is
                    ; 

d. The Debt Service Coverage Ratio of the Dekania Group is
                    . 
 Attached as Schedule “A” are the details underlying such financial covenant calculations. 
 2. No Default exists on the date hereof, other than:                      [if none, so state];
and 
 3. No Event of Default exists on the date hereof, other than:
                     [if none, so state]. 

  

					
		  	E-1	  	









  
 
			
	Very truly yours,
	
	DEKANIA INVESTORS, LLC
		
	By:	 	  

	Name:	 	
	Title:	 	



  

					
		  	E-2	  	









  
 SCHEDULE A

  

									
	 Lenders
	  	Pro Rata
Percentage	 	 	Term Loan
Pro Rata Share	 
			
	 TD Bank, N.A.
	  	 	100	% 	 	$	14,600,000	  
		  	 	 	 	 	 	 	 








  
 SCHEDULE B

 TD Bank, N.A. 
 1701 Route 70 East 
 Cherry Hill, NJ 08034 

Attn:    Richard A. Zimmerman 
 Telecopier:      856-751-6884 







  
 SCHEDULE C

 Excluded Management Fees 
 33% of Alesco CDO I (33% paid to Sandler O’Neill as sub-advisor) 
 33% of
Alesco CDO II (33% paid to Sandler O’Neill as sub-advisor) 
 33% of Alesco CDO III (33% paid to Sandler O’Neill as
sub-advisor) 







  
 SCHEDULE D

 Management Agreements 
 CDO Deals 
  

					
	 Issuer
	  	 Manager
	  	Closing Date
	Alesco I	  	Cohen & Company Financial Management, LLC	  	09/23/03
	Dekania I	  	Dekania Capital Management, LLC	  	09/30/03
	Alesco II	  	Cohen & Company Financial Management, LLC	  	12/21/03
	Alesco III	  	Cohen & Company Financial Management, LLC	  	03/23/04
	Dekania II	  	Dekania Capital Management, LLC	  	04/27/04
	Alesco IV	  	Cohen & Company Financial Management, LLC	  	05/14/04
	Alesco V	  	Cohen & Company Financial Management, LLC	  	09/10/04
	Alesco VI	  	Cohen & Company Financial Management, LLC	  	12/17/04
	Alesco VII	  	Cohen & Company Financial Management, LLC	  	04/18/05
	Kleros I	  	Strategos Capital Management, LLC	  	06/03/05
	Alesco VIII	  	Cohen & Company Financial Management, LLC	  	08/08/05
	Dekania Europe I	  	Dekania Capital Management, LLC	  	09/07/05
	Alesco IX	  	Cohen & Company Financial Management, LLC	  	12/14/05
	Kleros II	  	Strategos Capital Management, LLC	  	01/10/06
	Libertas I	  	Strategos Capital Management, LLC	  	05/25/06
	Kleros Real Estate I	  	Strategos Capital Management, LLC	  	06/30/06
	Kleros Real Estate II	  	Strategos Capital Management, LLC	  	08/03/06
	Kleros III	  	Strategos Capital Management, LLC	  	09/26/06
	Dekania Europe II	  	Dekania Capital Management, LLC	  	09/27/06








  

					
	Kleros IV	  	Strategos Capital Management, LLC	  	12/15/06
	Kleros V	  	Strategos Capital Management, LLC	  	01/10/07
	Libertas II	  	Strategos Capital Management, LLC	  	02/15/07
	Kleros RE IV	  	Strategos Capital Management, LLC	  	02/27/07
	Kleros VII	  	Strategos Capital Management, LLC	  	04/05/07
	Dekania Europe III	  	EuroDekania Management Limited	  	06/07/07
	Kleros VIII	  	Strategos Capital Management, LLC	  	06/26/07
	Libertas V	  	Strategos Capital Management, LLC	  	07/19/07
	Kleros IX	  	Strategos Capital Management, LLC	  	11/06/07
	Neptuno CLO III B.V.	  	EuroDekania Management Limited (Junior Manager)	  	12/05/07
	Xenon Capital Public Limited Company	  	EuroDekania Management Limited	  	08/13/08








  
 SCHEDULE E

 Permanent Investments 
 Section 1 
  

									
	 Description
	  	# of
Shares	 	  	Value as 
of
6-30-10	 
	 Star Asia Finance, Ltd.
	  	 	3,508,876	  	  	 	30,899,162	  
	 Star Asia Finance, LLC
	  	 	15,000	  	  	 	132,091	  
	 Muni Funding Company of America, LLC
	  	 	1,000,200	  	  	 	2,450,490	  
	 EuroDekania Ltd
	  	 	525,002	  	  	 	474,282	  
	 Non-Profit Preferred Funding I Preferred Shares
	  	 	250	  	  	 	132,987	  
	 Alesco VI Preferred Shares
	  	 	100	  	  	 	—  	  
	 Alesco VII Preferred Shares
	  	 	500	  	  	 	—  	  
	 Alesco IX Preferred Shares
	  	 	2,655	  	  	 	—  	  
	 Kleros I Preferred Shares
	  	 	1,500	  	  	 	—  	  
	 Kleros II Preferred Shares
	  	 	600	  	  	 	—  	  
		  				  	 	 	 
			
		  				  	 	34,089,012	  
			
	 Description
	  	LP Units	 	  	Value as of
6-30-10	 
	 Brigadier Capital, LP
	  	 	326,582	  	  	 	326,582	  
	 Brigadier Capital, LP
	  	 	86,917	  	  	 	86,917	  
	 Strategos Deep Value Onshore Fund, LP
	  	 	5,000,000	  	  	 	5,764,338	  
	 Strategos Deep Value Offshore Fund, LP
	  	 	10,000,000	  	  	 	11,573,522	  
		  				  	 	 	 
			
		  				  	 	17,751,359	  
		  	 	Total	  	  	 	51,840,371	  
		  				  	 	 	 


  

					
		  	Page 1 of 3	  	









  
 Section 2 

 

									
	 Description - Structured Finance Investments
	  	# of Shares 
or
Notional
Amount	 	  	Value as 
of
6-30-10	 
	 Alesco Preferred Funding X, Ltd. Preference Shares
	  	 	24,162	 	  	$	—  	  
	 Alesco Preferred Funding XI, Ltd. Preference Shares
	  	 	17,600	  	  	 	—  	  
	 Alesco Preferred Funding XII, Ltd. Preference Shares
	  	 	17,600	  	  	 	—  	  
	 Alesco Preferred Funding XIII, Ltd. Preference Shares
	  	 	13,440	  	  	 	—  	  
	 Alesco Preferred Funding XIV, Ltd. Preference Shares
	  	 	20,800	  	  	 	—  	  
	 Alesco Preferred Funding XV, Ltd. Preference Shares
	  	 	15,600	  	  	 	—  	  
	 Alesco Preferred Funding XVI, Ltd. Preference Shares
	  	 	10,400	  	  	 	—  	  
	 Alesco Preferred Funding XVII, Ltd. Preference Shares
	  	 	14,700	  	  	 	—  	  
	 Kleros Real Estate CDO I, Ltd. Preference Shares
	  	 	4,000	  	  	 	—  	  
	 Kleros Real Estate CDO II, Ltd. Preference Shares
	  	 	4,000	  	  	 	—  	  
	 Kleros Real Estate CDO IV, Ltd. Preference Shares
	  	 	12,000	  	  	 	—  	  
	 Libertas Preferred Funding I, Ltd.
	  	 	2,000	  	  	 	—  	  
	 Kleros Preferred Funding V
	  	 	3,000	  	  	 	—  	  
	 Kleros Preferred Funding VII
	  	 	3,200	  	  	 	—  	  
	 Bear Stearns Adjustable Rate Mortgage Trust 2007-02
	  	 	11,230,602	  	  	 	185,753	  
		  				  	 	 	 
			
		  				  	 	185,753	  


  

					
		  	Page 2 of 3	  	









  

									
	 Description - Other Investments
	  	Notional
Amount	 	  	Value as of
6-30-10	 
	 Peerless Commercial Loan
	  	 	11,745,590	  	  	 	1,200,000	  
	 WDC Exploration & Wells Holding LLC
	  	 	500,000	  	  	 	—  	  
	 Yarhouse USA, Inc.
	  	 	500,000	  	  	 	250,000	  
	 On-Balance Sheet Residential Mortgage Loans
	  	 	1,480,000	  	  	 	262,849	  
	 REO Property
	  	 	80,143	  	  	 	0	  
		  				  	 	 	 
			
		  				  	 	1,712,849	  


  

					
		  	Page 3 of 3	  	









  
 SCHEDULE F

 Subsequent Assigned CDO Agreements 

 

	 	(1)	Collateral Management Agreement, dated as of September 25, 2003, by and between Alesco Preferred Funding I, Ltd. and Cohen Bros. Financial Management, LLC (now
known as “Cohen & Company Financial Management, LLC”). 

  

	 	(2)	Collateral Management Agreement, dated as of December 19, 2003, by and between Alesco Preferred Funding II, Ltd. and Cohen Bros. Financial Management, LLC (now
known as “Cohen & Company Financial Management, LLC”). 

  

	 	(3)	Collateral Management Agreement, dated as of March 25, 2004, by and between Alesco Preferred Funding III, Ltd. and Cohen Bros. Financial Management, LLC (now known
as “Cohen & Company Financial Management, LLC”). 

  

	 	(4)	Collateral Management Agreement, dated as of May 18, 2004, by and between Alesco Preferred Funding IV, Ltd. and Cohen Bros. Financial Management, LLC (now known as
“Cohen & Company Financial Management, LLC”). 

  

	 	(5)	Collateral Management Agreement, dated as of September 14, 2004, by and between Alesco Preferred Funding V, Ltd. and Cohen Bros. Financial Management, LLC (now
known as “Cohen & Company Financial Management, LLC”). 

  

	 	(6)	Collateral Management Agreement, dated as of December 21, 2004, by and between Alesco Preferred Funding VI, Ltd. and Cohen Bros. Financial Management, LLC (now
known as “Cohen & Company Financial Management, LLC”). 

  

	 	(7)	Collateral Management Agreement, dated as of April 19, 2005, by and between Alesco Preferred Funding VII, Ltd. and Cohen Bros. Financial Management, LLC (now known
as “Cohen & Company Financial Management, LLC”). 

  

	 	(8)	Collateral Management Agreement, dated as of August 4, 2005, by and between Alesco Preferred Funding VIII, Ltd. and Cohen Bros. Financial Management, LLC (now
known as “Cohen & Company Financial Management, LLC”). 

  

	 	(9)	Collateral Management Agreement, dated as of December 15, 2005, by and between Alesco Preferred Funding IX, Ltd. and Cohen Bros. Financial Management, LLC (now
known as “Cohen & Company Financial Management, LLC”). 








  
 Schedule 1.1(a)

 Permitted Indebtedness 
 Unsecured Subordinated Promissory Note dated June 25, 2008 with Christopher Ricciardi for $1,056,233.91 as of June 30, 2010. 
 Unsecured Subordinated Promissory Note dated June 25, 2008 with Daniel Cohen for $2,112,447.80 as of June 30, 2010. 
 Unsecured Subordinated Promissory Notes dated December 16, 2009 issued to the former Cohen Financial Group, Inc. (“CFG”) stockholders for $6,338,675 as of June 30, 2010. In connection
with the dissolution of CFG in connection with the Merger, each Class A stockholder of CFG received a new promissory note (“New Holder Note”) evidencing Borrower’s obligation to pay to such holder its pro rata share of the
original Unsecured Subordinated Promissory Note (plus any interest that is then accrued and unpaid) and which otherwise has substantially the same terms and provisions (as more fully discussed below) as contained in the original Unsecured
Subordinated Promissory Note. Mr. Cohen and Mr. Ricciardi are Class A stockholders of CFG and received their pro rata share of the original Unsecured Subordinated Promissory Note. 

The Unsecured Subordinated Promissory Notes mature on June 20, 2013 and bear interest at an annual rate of 12%. A portion of this interest, 9%, is
payable in cash semiannually on May 1 and November 1 of each year commencing on November 1, 2008. The remaining portion, 3%, is paid in-kind at an annual rate of 3% which is also payable semiannually. All accrued in-kind interest will
be added to the unpaid principal balance of the Unsecured Subordinated Promissory Notes on each May 1 and November 1, and thereafter the increased principal balance shall accrue interest at the annual rate of 12%. 

Cohen Securities Funding LLC repurchase agreement liabilities with South Street Securities, LLC, which, as of June 30, 2010, were $776,937.48.

 Cohen Securities Funding LLC repurchase agreement liabilities with Pennant Management, Inc., which, as of June 30, 2010, were
$2,689,500. 







  
 Schedule 1.1(b)

 Existing Liens and Claims 
 Security Deposit paid to NetJets Aviation, Inc. - €74,424 
 Security Deposit paid to 135 East
57th Street LLC, - $1,440,000 
 Security Deposit paid to Regus Group Boston - $2,800 
 Security Deposit paid to Preferred Offices Bethesda - $2,795 
 Security Deposit paid to Gateway
Center, LLC - $11,000 
 Security Deposit paid to Regus Group San Francisco - $1,969 
 Security Deposit paid to Regus Group Los Angeles - $10,000 
 Cohen Securities Funding LLC
repurchase agreement liabilities with South Street Securities, LLC, which, as of June 30, 2010, were $776,937.48. 
 Cohen Securities
Funding LLC repurchase agreement liabilities with Pennant Management, Inc., which, as of June 30, 2010, were $2,689,500. 







  
 Schedule 5.1

 State & Jurisdictions Where Borrower & Subsidiary Guarantors Are Qualified To Do Business

  

					
	 Company Name
	  	State of Formation	  	Foreign 
Qualification
States
	Alesco Collateral Holdings I, L.P.	  	DE	  	PA
	Alesco Funding LLC	  	DE	  	
	Alesco Holdings, Ltd.	  	Cayman	  	
	Alesco Loan Holdings Trust	  	MD	  	NY, PA
	Alesco Loan Holdings, LLC	  	DE	  	PA
	Alesco TPS Holdings, LLC	  	DE	  	NY, PA
	Alesco Warehouse Conduit, LLC	  	DE	  	PA
	Brigadier Capital Management LLC	  	DE	  	NY
	Brigadier GP LLC	  	DE	  	
	Cira ECM, LLC	  	DE	  	
	Cohen & Compagnie	  	FR	  	
	Cohen & Company Financial Management, LLC	  	DE	  	NY, PA
	Cohen & Company Funding, LLC	  	DE	  	PA
	Cohen & Company Management, LLC	  	DE	  	NY, PA
	Cohen & Company Ventures, LLC	  	DE	  	
	Cohen Asia Investments Ltd.	  	Cayman	  	
	Cohen Bros. Acquisitions, LLC	  	DE	  	PA
	Cohen Brothers, LLC d/b/a Cohen & Company	  	DE	  	IL, NY, PA
	Cohen Securities Funding LLC	  	DE	  	PA
	Dekania Capital Management, LLC	  	DE	  	PA
	Dekania Investors, LLC	  	DE	  	PA
	EuroDekania Management Limited	  	UK	  	
	Strategos Capital Management, LLC	  	DE	  	PA
	Sunset Financial Holdings, LLC	  	DE	  	PA
	Sunset Funding LLC	  	DE	  	
	Sunset Holdings, Ltd.	  	Cayman	  	
	Sunset Investment Vehicle, LLC	  	DE	  	
	Sunset Loan Holdings Trust	  	MD	  	PA
	Sunset TPS Holdings, LLC	  	DE	  	PA








  
 Schedule 5.2

 Places of Business 
 10100 Santa Monica Boulevard 
 Suite 300 
 Los Angeles, CA 90067 
 One Market Street 
 36th Floor 
 San Francisco, CA 94111 
 433 Plaza Real 
 Suite 275 
 Boca Raton, FL 33432 
 181 West Madison Street 

Suite 3775 
 Chicago, IL 60602 

101 Federal Street 
 16th Floor 

Boston, MA 02110 
 3 Bethesda Metro Center

 Bethesda, MD 20814 
 135 E. 57th
Street, 21st Floor 
 New York, NY 10022 
 20 East 46th
Street 
 Suite 1202 
 New York, NY
10017 
 2929 Arch Street 
 17th Floor
and 15th Floor 
 Philadelphia, PA 19104 
 Gateway Center, Suite 208 
 136 Heber Avenue 

Park City, Utah 84060 
 35, Avenue Franklin D.
Roosevelt 
 5th Floor 
 Paris, France
75008 
 Cannon Bridge House 
 25
Dowgate Hill, 4th Floor 
 London EC4 

U.K. 







  
 Schedule 5.3

 Judgments, Proceedings, Litigation and Orders 

Cohen & Company Securities, LLC (“CCS”) is a party to litigation commenced in 2009 in the United States District Court
for the Northern District of Illinois (the “Illinois Court”) under the caption Frederick J. Grede, not individually, but as Liquidation Trustee and Representative of the Estate of Sentinel Management Group, Inc. v. Delores E. Rodriguez,
Barry C. Mohr, Jr., Jacques de Saint Phalle, Keefe, Bruyette & Woods, Inc., and Cohen & Company Securities, LLC . The plaintiff in this case is the Liquidation Trustee for the Estate of Sentinel Management Group, Inc., or Sentinel,
which filed a bankruptcy petition in August 2007. The liquidation trustee alleges that CCS sold Sentinel securities, mainly collateralized debt obligations, that the liquidation trustee contends were unsuitable for Sentinel and that CCS violated
Section 10(b) of the Exchange Act and Rule 10b-5. The liquidation trustee also seeks relief under the Illinois Blue Sky Law, the Illinois Consumer Fraud Act, the United States Bankruptcy Code, and under common law theories of negligence and
unjust enrichment. CCS is vigorously defending the claims. By order dated July 8, 2009, the Illinois Court dismissed the Liquidation Trustee’s Illinois Consumer Fraud Act claim. Discovery is ongoing with respect to the remaining claims. No
contingent liability was recorded in Borrower’s consolidated financial statements related to this litigation. Although CCS does not currently believe it is reasonably likely than an adverse judgment will be rendered against it, such adverse
judgment could potentially have a Material Adverse Effect. 
 CCS is also party to litigation commenced on May 21, 2009 in
the Illinois Court under the caption Frederick J. Grede, not individually, but as Liquidation Trustee of the Sentinel Liquidation Trust, Assignee of certain claims v. Keefe, Bruyette & Woods, Inc., Cohen & Company Securities, LLC.,
Delores E. Rodriguez, Barry C. Mohr, Jr., and Jacques de Saint Phalle. The plaintiff in this case is the Liquidation Trustee of the Sentinel Liquidation Trust, which emerged from the bankruptcy of Sentinel, filed in August 2007. The Liquidation
Trustee, purportedly as the assignee of claims of Sentinel’s customers, alleges that, by recommending that Sentinel purchase securities, mainly collateralized debt obligations, that the Liquidation Trustee deems to have been unsuitable for
Sentinel’s customer accounts, CCS aided and abetted breaches of fiduciary duties purportedly owed by Sentinel and its head trader to Sentinel’s customers, in violation of Illinois common law. The complaint also alleges claims under common
law theories of negligence and unjust enrichment. CCS will vigorously defend all claims. CCS filed a motion to dismiss the Liquidation Trustee’s complaint on July 21, 2009. On July 28, 2009, the Illinois Court dismissed what
management believes to be a substantively identical case brought by the Liquidation Trustee against The Bank of New York Mellon Corp. (“BNYM”). On August 19, 2009, the Illinois Court stayed this action indefinitely, pending a decision
in the Liquidation Trustee’s appeal of the judgment of dismissal in the action involving BNYM, and held CCS’s motion to dismiss in abeyance. The dismissal has been reversed and remanded to the Illinois Court in the BNYM case, but no action
has been taken by the Illinois Court in the litigation against CCS. No contingent liability was recorded in Borrower’s consolidated financial statements related to this litigation. Although CCS does not currently believe it is reasonably likely
than an adverse judgment will be rendered against it, such adverse judgment could potentially have a Material Adverse Effect. 







  
 Cohen and its
registered investment advisor subsidiary, Cohen & Company Financial Management, LLC (f/k/a Cohen Bros. Financial Management, LLC) are also named in a lawsuit filed on August 6, 2009 in the Supreme Court of the State of New York, County
of Kings, captioned Riverside National Bank of Florida v. Taberna Capital Management, LLC, Trapeza Capital Management, LLC, Cohen & Company Financial Management, LLC f/k/a Cohen Bros. Financial Management LLC, FTN Financial Capital Markets,
Keefe, Bruyette & Woods, Inc., Merrill Lynch, Pierce, Fenner & Smith, Inc., Bank of America Corporation, as successor in interest to Merrill Lynch & Co., JP Morgan Chase, Inc., JP Morgan Securities, Citigroup Global
Markets, Credit Suisse (USA) LLC, ABN AMRO, Cohen & Company, Morgan Keegan & Co., Inc., SunTrust Robinson Humphrey, Inc., The McGraw-Hill Companies, Inc., Moody’s Investors Services, Inc. and Fitch Ratings, Ltd. On
September 28, 2009, after a demand was made by Cohen and its co-defendants to change venue, plaintiff filed a stipulation with the Supreme Court of the State of New York, County of Kings, consenting to a change in venue from Kings County to New
York County. 
 On or about November 13, 2009, plaintiff filed a new complaint in the Supreme Court of the State of New
York, County of New York and filed a discontinuance of the original action on November 23, 2009. The new complaint is captioned Riverside National Bank of Florida v. The McGraw-Hill Companies, Inc., Moody’s Investors Service, Inc., Fitch,
Inc., Taberna Capital Management, LLC, Trapeza Capital Management, LLC, Cohen & Company Financial Management, LLC f/k/a Cohen Bros. Financial Management LLC, FTN Financial Capital Markets, Keefe Bruyette & Woods, Inc., Merrill
Lynch, Pierce, Fenner & Smith, Inc., JP Morgan Chase & Co. (1) , J.P. Morgan Securities, Inc., Citigroup Global Markets, Credit Suisse Securities (USA) LLC, ABN Amro, Cohen & Company and Suntrust Robinson Humphrey,
Inc., and alleges that offering memoranda issued in connection with certain interests in securitizations it purchased failed to disclose alleged rating agencies’ conflicts of interest. Plaintiff alleges, among other things, common law fraud and
breaches of certain alleged duties. 
 On April 16, 2010, Riverside was closed by the Office of the Comptroller of the
Currency. Subsequently, the Federal Deposit Insurance Corporation (the “FDIC”) was named receiver of the bank. By letter dated April 19, 2010, Riverside requested a 30 day extension for the oral argument on the defendants’
motions to dismiss which was originally scheduled for May 12, 2010. On May 4, 2010, the FDIC filed a motion to substitute as plaintiff and for an order staying the litigation for 90 days which was subsequently granted. On June 3,
2010, Cohen and its co-defendants removed the action to the United States District Court for the Southern District of New York and on June 25, 2010, Judge Deborah Batts signed an order providing that defendants are to re-file their motions to
dismiss by August 24, 2010, after which the FDIC will have 60 days to respond and defendants will have 30 days for their reply. Although Borrower does not currently believe it is reasonably likely than an adverse judgment will be rendered
against it, such adverse judgment could potentially have a Material Adverse Effect. 
  

	1	 The action was dismissed without prejudice against J.P Morgan Chase & Co. by stipulation dated December 10, 2009.










  
 Schedule 5.7

 Federal Tax Identification Numbers of Borrower & Subsidiary Guarantors 

 

							
	 Company Name
	  	State of
Formation	  	EIN	  	State / Country
ID Number
	 Alesco Collateral Holdings I, L.P.
	  	DE	  	68-0664894	  	4463772
	 Alesco Funding LLC
	  	DE	  	27-0138974	  	4095760
	 Alesco Holdings, Ltd.
	  	Cayman	  	98-0489740	  	WK-155682
	 Alesco Loan Holdings Trust
	  	MD	  	04-7022042	  	B11094505
	 Alesco Loan Holdings, LLC
	  	DE	  	26-4286426	  	4370124
	 Alesco TPS Holdings, LLC
	  	DE	  	83-0450244	  	4112109
	 Alesco Warehouse Conduit, LLC
	  	DE	  	20-5975473	  	4259224
	 Brigadier Capital Management, LLC
	  	DE	  	42-1709932	  	4183552
	 Brigadier GP, LLC
	  	DE	  	87-0770835	  	4160506
	 Cira ECM, LLC
	  	DE	  	65-1246012	  	3947923
	 Cohen & Compagnie
	  	FR	  	NA	  	480 820 513
	 Cohen & Company Financial Management, LLC
	  	DE	  	51-0483226	  	3692613
	 Cohen & Company Funding, LLC
	  	DE	  	03-0601028	  	4197674
	 Cohen & Company Management, LLC
	  	DE	  	14-1944454	  	4084630
	 Cohen & Company Ventures, LLC
	  	DE	  	26-0272737	  	4340129
	 Cohen Asia Investments Ltd.
	  	Cayman	  	98-0523411	  	181521
	 Cohen Bros. Acquisitions, LLC
	  	DE	  	84-1703718	  	4117186
	 Cohen Brothers, LLC d/b/a Cohen & Company
	  	DE	  	01-0825075	  	3867388
	 Cohen Securities Funding LLC
	  	DE	  	27-0981262	  	4733960








  

							
	 Dekania Capital Management, LLC
	  	DE	  	13-4265112	  	3672210
	 Dekania Investors, LLC
	  	DE	  	54-2122809	  	3690116
	 EuroDekania Management Limited
	  	UK	  	98-0510375	  	5894236
	 Strategos Capital Management, LLC
	  	DE	  	30-0291839	  	3825891
	 Sunset Financial Holdings, LLC
	  	DE	  	20-4928744	  	4161856
	 Sunset Funding LLC
	  	DE	  	20-4934065	  	4161913
	 Sunset Holdings, Ltd.
	  	Cayman	  	98-0500646	  	WK-167838
	 Sunset Investment Vehicle, LLC
	  	DE	  	20-1282350	  	3821364
	 Sunset Loan Holdings Trust
	  	MD	  	20-5238835	  	B11304482
	 Sunset TPS Holdings, LLC
	  	DE	  	20-4932399	  	4161855








  
 Schedule 5.9

 Subsidiaries & Affiliates 
 Part 1 
 Section A – Subsidiaries 

Brigadier Capital Management LLC 
 Brigadier GP
LLC 
 Cira ECM Funding, LLC - f/k/a Emporia Capital Funding, LLC 
 Cira ECM, LLC, f/k/a Emporia Capital Management, LLC 
 Cohen & Compagnie 

Cohen & Company Financial Management, LLC 
 Cohen & Company Funding, LLC 
 Cohen & Company Management, LLC 

Cohen & Company Securities, LLC 

Cohen & Company Ventures, LLC 
 Cohen
Asia Investments Ltd. 
 Cohen Bros. Acquisitions, LLC 
 Dekania Capital Management, LLC 
 Dekania Investors, LLC 

EuroDekania Management Limited 
 Star Asia
Management Ltd. 
 Strategos Capital Management, LLC 
 Strategos Deep Value Credit GP, LLC 
 Strategos Deep Value Credit II GP, LLC 

Strategos Relative Value GP I, LLC 
 Section
B – Affiliates 
 Brigadier Capital LP 
 Brigadier Capital Master Fund Ltd. 
 Brigadier Capital Offshore Fund Ltd. 

Brigadier Capital Offshore Holding Company Ltd. 

Cohen Bros. Financial, LLC 
 Dekania Corp.

 EuroDekania Limited 
 EuroDekania
Operating Company, LLC 
 RAIT Financial Trust 
 Star Asia Finance, Limited 
 Star Asia Finance, LLC 

Star Asia Management Japan Ltd. 
 Star Asia SPV,
LLC 
 Strategos Deep Value Mortgage Fund LP 
 Strategos Deep Value Mortgage (Offshore) Fund L.P. 
 Strategos Deep Value Mortgage Master Fund Ltd.

 Strategos Deep Value Mortgage (Offshore) Fund 1-A L.P. 







  
 Strategos Deep Value Mortgage Fund II
LP - Fund II Offshore Entity 
 Strategos Deep Value Mortgage Master Fund II Ltd. - Fund II 

Strategos Relative Value Mortgage Fund LP 

Strategos Deep Value Mortgage Onshore Fund II LP 







  
 Part 2 

Section A – Subsidiaries 
 Alesco
Collateral Holdings I, L.P. 
 Alesco Funding LLC 
 Alesco Holdings, Ltd. 
 Alesco Loan Holdings Trust 

Alesco Loan Holdings, LLC 
 Alesco Real Estate
Holdings, LLC 
 Cohen Securities Funding LLC 
 Alesco TPS Holdings, LLC 
 Emporia Preferred Funding IV, Ltd. 

Alesco Warehouse Conduit, LLC 
 Kleros Real
Estate III Common Holdings LLC 
 Kleros Real Estate IV Common Holdings LLC 
 Sunset Financial Holdings, LLC 
 Sunset Financial Statutory Trust I 

Sunset Funding LLC 
 Sunset Holdings, Ltd.

 Sunset Investment Vehicle, LLC 

Sunset Loan Holdings Trust 
 Sunset Real Estate
Holdings, LLC 
 Sunset TPS Holdings, LLC 
 Section B – CDO / CLO Entities 
 Alesco CLO Funding, LLC 

Alesco Preferred Funding X, Ltd. 
 Alesco
Preferred Funding XI, Ltd. 
 Alesco Preferred Funding XII, Ltd. 
 Alesco Preferred Funding XIII, Ltd. 
 Alesco Preferred Funding XIV, Ltd. 

Alesco Preferred Funding XV, Ltd. 
 Alesco
Preferred Funding XVI, Ltd. 
 Alesco Preferred Funding XVII, Ltd. 
 Bear Stearns Adjustable Rate Mortgage Trust 2007-02 
 Emporia Preferred Funding II, Ltd.

 Emporia Preferred Funding III, Ltd. 

Kleros Preferred Funding V, PLC 
 Kleros
Preferred Funding VII, Ltd. 
 Kleros Real Estate CDO I, Ltd. 
 Kleros Real Estate CDO II, Ltd. 
 Kleros Real Estate CDO IV, Ltd. 

Libertas Preferred Funding I, Ltd. 







  
 Schedule 5.10(a)

 Existing Guaranties, Investments and Borrowings 

 

									
	 Description
	  	Type	 	  	Amount as of
June 30, 2010	 
	 Star Asia Finance, Ltd.
	  	 	Investment	  	  	 	30,889,162	  
	 Star Asia Finance, LLC
	  	 	Investment	  	  	 	132,091	  
	 Muni Funding Company of America, LLC
	  	 	Investment	  	  	 	2,450,490	  
	 EuroDekania Ltd
	  	 	Investment	  	  	 	474,282	  
	 Non-Profit Preferred Funding I Preferred Shares
	  	 	Investment	  	  	 	132,091	  

  

											
	 Description
	  	Type	  	Notional
Amount as of
June 30,
2010	 	  	Amount
Due as of
June 30,
2010	 
	 Koch Bond Derivative Contract
	  	Potential Guarantee	  	$	8,750,000	  	  	$	—  	  

 $50,000 letter of credit for Chicago
lease. 
 $1,424,000 letter of credit for GSME SPAC. 







  
 Schedule 5.10(b)

 Leases 
  

					
	 Leased Item
	  	 Lessee
	  	 Lessor

	IRC5180 (Cira)	  	Cohen & Company	  	Canon
	IRC5185i & IRC5050N (Cira)	  	Cohen & Company	  	Canon Busines
	IR6570 & IRC5050N	  	Cohen & Company	  	Canon Busines
	IRC5180	  	Cohen & Company	  	Canon Busines
	IR4570	  	Cohen & Company	  	Canon Busines
	IRC5185i	  	Cohen & Company	  	Canon Busines
	Citation Excel	  	Cohen Brothers, LLC	  	NetJets
	Paris - office space	  	Cohen Freres Sas	  	La Bailleur
	Phila office space (Cira, Suite 1703)	  	Cohen Brothers, LLC	  	Brandywine Cira, LP
	Phila office space (Cira, Suite 1525)	  	Cohen Brothers, LLC	  	Capsicum
	Phila office space (Cira, Suite 1525)	  	Cohen Brothers, LLC	  	Capsicum - add’l
	Phila office space (Cira, old Capsicum)	  	Cohen Brothers, LLC	  	Brandywine Cira, LP
	NY office space	  	Cohen Bros. & Company	  	135 East 57th Street LLC
	NY office space - 22nd Floor	  	Cohen Bros. & Company	  	135 East 57th Street LLC
	Chicago - office space (181 West Madison)	  	Cohen Bros. & Company	  	181 West Madison
	London - office space	  	EuroDekania Management, Ltd.	  	Cannon Bridge
	San Francisco	  	Cohen & Company	  	Regus
	Boston, MA	  	Cohen & Company	  	Regus
	Park City, Utah	  	Cohen & Company	  	Gateway Center LLC
	Los Angeles, CA	  	Cohen & Company	  	Regus
	Boca Raton, FL	  	Cohen & Company	  	Regus
	Bethesda, MD	  	Cohen & Company	  	BMC Office, LLC
			
	SUBLEASES	  		  	
			
	Phila office space (Cira sublease)	  	RAIT	  	Cohen & Company
	NY office space (Sublease 22nd Floor)	  	The Olnick Organization	  	Cohen & Company








  
 Schedule 5.11 (c)

 Employee Benefit Plans 
  

			
	 Benefit
	  	 Provider

	Health Insurance	  	Blue Cross/Blue Sheild (Personal Choice 10 & Keystone POS 10C)
		
	Dental	  	Guardian
		
	Life & AD&D Insurance	  	Guardian
		
	Short & Long Term Disability Insurance	  	Guardian
		
	NY Short Term Disability Insurance	  	Guardian
		
	401K (Traditionl & Roth Plans)	  	John Hancock
		
	Expat Medical, Dental, Life and Long Term Disability	  	Cigna International
		
	Expat Medical	  	Cigna International
		
	Expat Dental	  	Cigna International
		
	Expat Life and Long Term Disability	  	Cigna International
		
	Supplemental Life, STD, LTD, Cancer, Accident Insurance	  	Colonial
		
	Flex Spending Accounts (Medical, Dependent Care, Transit)	  	Ameriflex
		
	COBRA (Continuation of Benefits Program)	  	Ameriflex








  
 Schedule 5.13(a)

 Schedule of Old Names 
 Alesco Securities Funding LLC 
 Alesco TPS Holdings II, LLC 

Cohen & Company Financial Limited 
 Cohen Bros. & Company, LLC 
 Cohen Bros. Asset Backed Management, LLC

 Cohen Bros. Securities, LLC 
 Cohen Bros. Toroian Investment Management, LLC 
 Cohen Brothers CLO Manager, LLC

 Cohen Brothers Financial Management, LLC 
 Cohen Brothers Management, LLC 
 Cohen Freres 

Cohen Securities Funding LLC 
 Dekania Acquisition Corp. 
 Dustcroft Limited 

Emporia Capital Funding LLC 
 Emporia Capital Funding, LLC 
 Emporia Capital Holdings, LLC 

Emporia Capital Management, LLC 
 Emporia Preferred Funding II, Ltd. 
 Peerless Holdings I, L.P. 

Strategos Asset Management, LLC 







  
 Schedule 5.13(b)

 Worldwide Trademark Registrations 
  

															
	 Trademark
	  	 Country
	  	 Applicant
	  	 Status
	  	Filing Date
Reg. Date	  	Appl No.
Reg. No.	  	 International

Class(es) & Goods/
 Services
	  	Next Action
	ALESCO	  	EU	  	Cohen Bros. Financial Management, LLC	  	Registered	  	2/15/06
1 /16/07	  	4903886	  	 Class: 35 Int. Business services, advice, information and consultancy related thereto

 
 Class: 36 Int. Financial services; advice, information and consultancy related
thereto
	  	2/15/16 -
Renewal
								
	ALESCO PREFERRED FUNDING	  	US	  	Cohen Bros. Financial Management, LLC	  	Registered	  	4/19/04
12/13/05	  	78/404272
3026980	  	Class: 36 Int. Financial services in the nature of an investment security	  	12/13/11-
Maintenance
								
	KLEROS	  	US	  	Cohen Brothers, LLC	  	Registered	  	7/14/05
7/4/06	  	78/670772
3111872	  	Class: 36 Int. Financial services in the nature of an investment security	  	1/4/12 -
Affidavit of
Use
								
	KLEROS	  	EU	  	Cohen Bros. Financial Management, LLC	  	Registered	  	2/15/06
1/16/07	  	4903837	  	 Class: 35 Int. Business services, advice, information and consultancy related thereto

 
 Class: 36 Int. Investment services; financial services in the nature of an investment
security
	  	2/15/16 -
Renewal








  

															
	DEKANIA	  	EU	  	Cohen Bros. Financial Management, LLC	  	Registered	  	2/15/06
 5/2/07
	  	4903639	  	 Class: 16 Printed matter;

printed publications
  
 Class: 35 Business services; advice, information and consultancy related thereto
  

Class: 36 Financial services; advice, information and consultancy relating thereto
	  	2/15/16-
Renewal
								
	DEKANIA	  	US	  	Cohen Brothers, LLC	  	Registered	  	7/14/05
 5/30/06
	  	3098262	  	Class: 36 Financial services in the nature of an investment security	  	5/30/12 –
Maintenance
								
	FGC	  	US	  	Cohen Brothers, LLC	  	Pending	  	4/23/10	  	85/021958	  	Class: 36 Financial services, namely, security brokerage and money management services; private equity fund investment services; hedge fund investment services	  	
								
	CHREOS	  	US	  	Cohen Brothers, LLC	  	Abandoned	  	7/14/05	  	78/670737	  	Class: 36 Financial services in the nature of an investment security	  	








  
 Schedule 5.13 (c)

 Necessary Trademarks, Patents and Copyrights 
 None. 







  
 Schedule 5.14(a)

 Other Associations 
  

			
	 Description
	  	 Type of investment

	 Star Asia Management Ltd.

(50% ownership of the joint venture that manages Star Asia Finance Ltd)
	  	Equity method investment
		
	 Strategos Deep Value Credit GP, LLC

(50% ownership of the general partner that manages the Deep Value Funds)
	  	Equity method investment
		
	 Strategos Deep Value Credit GP II, LLC

(40% ownership of the general partner that manages the Deep Value II Funds)
	  	Equity method investment
		
	 Duart Capital Management, LLC

(20% ownership of the joint venture)
	  	Equity method investment
		
	 Star Asia SPV, LLC

(25.48% ownership of the entity)
	  	Equity method investment








  
 Schedule 5.14(b)

 Sponsored CDO Offerings 
 Section 1 
  

																	
	 CDO
	  	 Asset Type
	  	Preferred Share
Ownership
as
of 6-30-2010	 	  	Total 
Preferred
Shares
Outstanding	 	  	Percent
Owned	 	 	 Owning Entity

	 Alesco VI
	  	Bank & Insurance Trust Preferred Securities	  	 	100	  	  	 	62,300	  	  	 	0.16	%	 	Cohen Bros Financial Management, LLC
	 Alesco VII
	  	Bank & Insurance Trust Preferred Securities	  	 	500	  	  	 	63,500	  	  	 	0.79	%	 	Cohen Bros Financial Management, LLC
	 Alesco IX
	  	Bank & Insurance Trust Preferred Securities	  	 	2,655	  	  	 	44,400	  	  	 	5.98	%	 	Cohen Bros Financial Management, LLC
	 Kleros I
	  	High Grade ABS, MBS & CDO Securities	  	 	1,500	  	  	 	15,500	  	  	 	9.68	%	 	Cohen Bros Financial Management, LLC
	 Kleros II
	  	High Grade ABS, MBS & CDO Securities	  	 	600	  	  	 	8,000	  	  	 	7.50	%	 	Cohen Brothers, LLC
		  		  	 	 	 	  	 	 	 	  	 	 	 	 	
						
	 Total
	  		  	 	6,555	  	  	 	260,800	  	  				 	

 Section 2  
  

																	
	 CDO
	  	 Asset Type
	  	Preferred Share
Ownership as
Of 6-30-10	 	  	Total 
Preferred
Shares
Outstanding	 	  	Percent
Owned	 	 	 Owning Entity

	 Alesco X
	  	Bank & Insurance Trust Preferred Securities	  	 	24,162	 	  	 	60,404	  	  	 	40	%	 	Alesco Financial Holdings, LLC
	 Alesco XI
	  	Bank & Insurance Trust Preferred Securities	  	 	17,600	  	  	 	43,998	  	  	 	40	%	 	Alesco Holdings, Ltd.








  

																	
	 Alesco XII
	  	Bank & Insurance Trust Preferred Securities	  	 	17,600	  	  	 	44,060	  	  	 	40	%	 	Sunset Holdings, Ltd.
	 Alesco XIII
	  	Bank & Insurance Trust Preferred Securities	  	 	13,440	  	  	 	33,600	  	  	 	40	%	 	Alesco Financial Holdings, LLC
	 Alesco XIV
	  	Bank & Insurance Trust Preferred Securities	  	 	20,800	  	  	 	52,000	  	  	 	40	%	 	Alesco Holdings, Ltd.
	 Alesco XV
	  	Bank & Insurance Trust Preferred Securities	  	 	15,600	  	  	 	39,000	  	  	 	40	%	 	Alesco Holdings, Ltd.
	 Alesco XVI
	  	Bank & Insurance Trust Preferred Securities	  	 	10,400	  	  	 	26,000	  	  	 	40	%	 	Alesco Holdings, Ltd.
	 Alesco XVII
	  	Bank & Insurance Trust Preferred Securities	  	 	14,700	  	  	 	36,749	  	  	 	40	%	 	Alesco Holdings, Ltd.
	 Kleros Real Estate I Preference Shares
	  	MBS and RMBS	  	 	4,000	  	  	 	4,000	  	  	 	100	%	 	Alesco Financial Holdings, LLC
	 Kleros Real Estate II Preference Shares
	  	MBS and RMBS	  	 	4,000	  	  	 	4,000	  	  	 	100	%	 	Sunset Financial Holdings, LLC
	 Libertas I
	  	High Grade ABS, MBS & CDO Securities	  	 	2,000	  	  	 	19,000	  	  	 	11	%	 	Alesco Holdings, Ltd.
	 Kleros V
	  	High Grade ABS, MBS & CDO Securities	  	 	3,000	  	  	 	8,500	  	  	 	35	%	 	Alesco Holdings, Ltd.








  

																	
	 KlerosVII
	  	High Grade ABS, MBS & CDO Securities	  	 	3,200	  	  	 	8,000	  	  	 	40	%	 	Alesco Holdings, Ltd.
		  		  	 	 	 	  	 	 	 	  	 	 	 	 	
						
	 Total
	  		  	 	150,500	  	  	 	379,311	  	  				 	








  
 Schedule 5.15

 Environmental Matters 
 None. 







  
 Schedule 5.17

 Capital Stock of Borrower & Subsidiary Guarantors 

Section 1 
 Cohen Brothers, LLC owns
100% of the membership interests in the following entities: 
 Brigadier Capital Management, LLC 

Brigadier GP, LLC 

Cohen & Company Funding, LLC 
 Cohen & Company Management, LLC 
 Cohen & Company Securities, LLC

 Cohen & Company Ventures, LLC 
 Cohen Asia Investment Ltd. 
 Cohen Bros. Acquisitions, LLC 

Dekania Investors, LLC 
 EuroDekania Management Limited 
 Strategos Capital Management, LLC 

Strategos Deep Value Credit GP, LLC 
 Strategos Deep Value Credit II GP, LLC 
 Cohen Brothers, LLC owns 100% of the ownership interests
in: 
 Cohen & Compagnie, SAS 
 Cohen & Company Securities, LCC owns 100% of the membership interests in the following entities: 
 Cira ECM Funding, LLC, f/k/a Emporia Capital Funding LLC 
 Cohen Bros. Acquisitions, LLC currently
owns Dekania Corp. 
 Dekania Corp. is currently in the process of dissolution. The company has liquidated all its assets.

 Dekania Investors, LCC owns 100% of the membership interests in the following entities: 

Cohen & Company Financial Management, LLC 
 Dekania Capital Management, LLC 
 Cira ECM, LLC, f/k/a Emporia Capita1 Management,
LLC 
 Cohen Brothers, LLC Capital Stock: (Numbers below are as of June 30, 2010) 
 Cohen Brothers, LLC Outstanding Membership Units = 15,626,903 
 Cohen Brothers, LLC Restricted
Units representing, in the aggregate, the contractual right to receive 1,258,176 Membership Units 







  
 Section 2 

Cohen Brothers, LLC, owns 100% of the membership interests in the following entities: 

Alesco Loan Holdings, LLC 
 Sunset Investment Vehicle, LLC 
 Kleros Real Estate III Common Holdings, LLC

 Kleros Real Estate IV Common Holdings, LLC 
 Sunset Financial Holdings, LLC 
 Alesco Warehouse Conduit, LLC 

Alesco Loan Holdings Trust 
 Alesco TPS Holdings, LLC 
 Cohen Brothers, LLC, owns the percentages of preferred stock set forth
below: 
 Alesco Preferred Funding X, Ltd. – 40% 
 Alesco Preferred Funding XIII, Ltd. – 40% 
 Kleros Real Estate CDO IV, Ltd.
– 100% 
 Cohen Brothers, LLC, owns 50% of the limited partnership interests in the following entity: 

Alesco Collateral Holdings I, L.P. 
 The following entities own the equity interests set forth below: 
  

									
	 Debtor
	  	 Collateral
	  	% of
Interest
Owned	 	 	Class of
Interests
	 Alesco Loan Holdings Trust
	  	Alesco Real Estate Holdings, LLC	  	 	100	% 	 	Membership
Interests/
Units
				
	 Alesco Loan Holdings Trust
	  	Kleros Real Estate CDO I, Ltd.	  	 	100	% 	 	Preferred
				
	 Alesco Real Estate Holdings, LLC
	  	Kleros Real Estate CDO I, Ltd.	  	 	100	% 	 	Common
				
	 Alesco TPS Holdings, LLC
	  	Alesco Holdings, Ltd.	  	 	100	% 	 	Common
				
	 Alesco TPS Holdings, LLC
	  	Alesco Funding, LLC	  	 	100	% 	 	Membership
Interests/
Units
				
	 Alesco Holdings, Ltd.
	  	Alesco Preferred Funding XVII, Ltd.	  	 	40	% 	 	Preferred
				
	 Alesco Holdings, Ltd.
	  	Alesco Preferred Funding XVI, Ltd.	  	 	40	% 	 	Preferred
				
	 Alesco Holdings, Ltd.
	  	Alesco Preferred Funding XV, Ltd.	  	 	40	% 	 	Preferred
				
	 Alesco Holdings, Ltd.
	  	Alesco Preferred Funding XIV, Ltd.	  	 	40	% 	 	Preferred








  

									
	 Alesco Holdings, Ltd.
	  	Alesco Preferred Funding XI, Ltd.	  	 	40	% 	 	Preferred
				
	 Alesco Holdings, Ltd.
	  	Kleros Preferred Funding VII, Ltd.	  	 	40	% 	 	Preferred
				
	 Alesco Holdings, Ltd.
	  	Kleros Preferred Funding V, PLC	  	 	35.29	% 	 	Preferred
				
	 Alesco Holdings, Ltd.
	  	Libertas Preferred Funding III, Ltd.	  	 	12.5	% 	 	Preferred
				
	 Alesco Holdings, Ltd.
	  	Libertas Preferred Funding I, Ltd.	  	 	10.53	% 	 	Preferred
				
	 Alesco Warehouse Conduit, LLC
	  	Cohen Securities Funding LLC	  	 	100	% 	 	Membership
Interests/
Units








  

									
	 Debtor
	  	 Collateral
	  	% of
Interest
Owned	 	 	Class of
Interests
	 Sunset Financial Holdings, LLC
	  	Sunset Loan Holdings Trust	  	 	100	% 	 	Common
				
	 Sunset Financial Holdings, LLC
	  	Sunset TPS Holdings, LLC	  	 	100	% 	 	Membership
Interests/
Units
				
	 Sunset Loan Holdings Trust
	  	Sunset Real Estate Holdings, LLC	  	 	100	% 	 	Membership
Interests/
Units
				
	 Sunset Loan Holdings Trust
	  	Kleros Real Estate CDO II, Ltd.	  	 	100	% 	 	Preferred
				
	 Sunset TPS Holdings, LLC
	  	Sunset Funding, LLC	  	 	100	% 	 	Membership
Interests/
Units
				
	 Sunset TPS Holdings, LLC
	  	Sunset Holdings, Ltd.	  	 	100	% 	 	Common
				
	 Sunset Real Estate Holdings, LLC
	  	Kleros Real Estate CDO II, Ltd.	  	 	100	% 	 	Common
				
	 Sunset Holdings, Ltd.
	  	Emporia Preferred Funding III, Ltd.	  	 	79.49	% 	 	Preferred
				
	 Sunset Holdings, Ltd.
	  	Emporia Preferred Funding II, Ltd.	  	 	59	% 	 	Preferred
				
	 Sunset Holdings, Ltd.
	  	Alesco Preferred Funding XII, Ltd.	  	 	40	% 	 	Preferred
				
	 Sunset Funding, LLC
	  	Alesco CLO Funding, LLC	  	 	100	% 	 	Membership
Interests/
Units
				
	 Sunset Funding, LLC
	  	Emporia Preferred Funding IV, Ltd.	  	 	100	% 	 	Common
				
	 Kleros Real Estate IV Common Holdings, LLC
	  	Kleros Real Estate CDO IV, Ltd.	  	 	100	% 	 	Common
				
	 Sunset Investment Vehicle, LLC
	  	Alesco Collateral Holdings I, L.P.	  	 	50	% 	 	Partnership








  
 Schedule 5.19

 Perfection and Priority - Borrower & Subsidiary Guarantors 

All financing statements related to entities mentioned below shall be filed with the Secretary of State for the State of Delaware. 

Alesco Collateral Holdings I, L.P. 
 Alesco
Funding, LLC 
 Alesco Loan Holdings, LLC 
 Alesco Securities, LLC 
 Alesco TPS Holdings, LLC 

Alesco Warehouse Conduit, LLC 
 Cira ECM, LLC,
f/k/a Emporia Capital Management, LLC 
 Cohen & Company Financial Management, LLC 

Cohen & Company Funding, LLC 

Cohen & Company Management, LLC 

Cohen & Company Ventures, LLC 
 Cohen
Securities Funding LLC 
 Cohen Bros. Acquisitions, LLC 
 Cohen Brothers, LLC, d/b/a Cohen & Company 
 Dekania Capital Management, LLC 

Dekania Investors, LLC 
 Strategos Capital
Management, LLC 
 Sunset Financial Holdings, LLC 
 Sunset Funding, LLC 
 Sunset Investment Vehicle, LLC 

Sunset TPS Holdings, LLC 
 All financing
statements related to entities mentioned below shall be filed with the Secretary of State for the State of Maryland 
 Alesco Loan Holdings
Trust 
 Sunset Loan Holdings Trust 

Perfection of a Security Interest in this entity below shall be done in compliance with Cayman Island Law. 

Alesco Holdings, Ltd. 
 Sunset Holdings, Ltd.

 Cohen Asia Investments Ltd. 







  
 Schedule 5.20

 Commercial Tort Claims 
 None. 







  
 Schedule 5.21

 Letter of Credit Rights 
 $992,000 Letter of Credit for the benefit of Cohen & Company for the sublease of 135 East 57th, 22nd Floor, New York office space. 







  
 Schedule 6.21

 Post Closing Requirements 
 1) Borrower shall deliver within 30 days of the Closing Date a control agreement or agreements reasonably satisfactory to Agent between Borrower and the appropriate securities intermediary with respect to
the ownership interests of Borrower in the following entities held in an account with such securities intermediary: 
 Star Asia
Finance LTD 
 Star Asia Finance LLC 
 Star Asia SPV LLC 
 Muni-Funding Company of America, LLC 

EuroDekania Limited 
 Strategos Deep Value Mortgage Fund, LP 
 Strategos Deep Value Mortgage (Offshore)
Fund, LP 
 Alesco Preferred Funding X, Ltd. 
 Alesco Preferred Funding XI, Ltd. 
 Libertas Preferred Funding I, Ltd. 

Kleros Preferred Funding V, Plc 

2) Borrower shall deliver within 30 days of the Closing Date a control agreement or agreements between Cohen Brothers, LLC and The Bancorp Bank for
deposit accounts held by Cohen Brothers, LLC with The Bancorp Bank. 
 3) Borrower shall deliver within 60 days of the Closing Date Subsidiary
Guarantors’ Alesco Preferred Funding XII, Ltd. and Alesco Preferred Funding XIII, Ltd. stock certificates pledged as collateral under the Collateral Pledge Agreement. 
 4) Borrower shall deliver within 30 days of the Closing Date a filed UCC Financing Statement Amendment terminating the UCC Financing Statement (#2007048099) filed, on April 6, 2007, with the
Washington, D.C. Recorder of Deeds by Royal Bank of Canada, as secured party, with respect to the assets described therein of Alesco Holdings, Ltd., as debtor. 







  
 Schedule 7.4

 Transactions with Affiliates and Subsidiaries 
 Monthly rental charge of $4,162 to RAIT Financial Trust for Cira Centre Office Space. 
 Unsecured
Subordinated Promissory Note dated June 25, 2008 with Christopher Ricciardi for $1,056,233.91. 
 Unsecured Subordinated Promissory Note
dated June 25, 2008 with Daniel Cohen for $2,112,447.80. 
 Unsecured Subordinated Promissory Note dated December 19, 2009 with
Christopher Ricciardi for $108,958.22 
 Unsecured Subordinated Promissory Note dated December 19, 2009 with Daniel Cohen for $523,277.16

 The Company’s bank deposits held with The Bancorp, Inc. 
 The Company recognizes dividend income on its investment in Star Asia. 
 The Company recognizes
unrealized and realized gains and losses on its investment in Star Asia. The unrealized gains and losses and realized gains and losses, if any, are recorded as a component of principal transactions in the consolidated statements of operations.

 The Company earns management and incentive fees on its management contract with EuroDekania. 

The Company recognizes dividend income on its investment in EuroDekania. 
 The Company recognizes unrealized and realized gains and losses on its investment in EuroDekania. 

The Company recognizes its share of the income or loss of Star Asia Manager as income or loss from equity method affiliates in the consolidated
statements of operations. From time to time, the Company may advance Star Asia Manager funds for normal operating purposes; such advances are a component of due from related party in the consolidated balance sheets. 

The Company recognizes its share of the income or loss of Star Asia SPV, LLC as income or loss from equity method affiliates in the consolidated
statements of operations. 
 The Company recognizes dividend income on its investment in MFCA, as a component of principal transactions and
other income in the consolidated statements of operations. 
 Under the fair value option of SFAS No. 159, the Company recognizes
unrealized and realized gains and losses on its investment in MFCA. 
 Deep Value General Partner has been identified as a related party because
(i) the Deep Value General Partner is an equity method affiliate of the Company; and (ii) certain employees of the 







 
Company own 50% of the Deep Value General Partner. The Company recognizes its share of the income or loss of the general partner since it is accounted for under the equity method. The income or
loss is recorded as income or loss from equity method affiliates in the consolidated statements of operations. 
 The Company earns management
and incentive fees on its management contract with Deep Value Offshore Fund 
 The Company began reimbursing RAIT for certain costs incurred by
RAIT for office space in New York that is occupied by the Company’s chairman and principal of its majority member.