Master Transaction Agreement



  
 Exhibit 10.1 

Confidential Treatment Requested. 
 Confidential portions of this document have been redacted 
 and
have been separately filed with the Commission. 
 MASTER TRANSACTION AGREEMENT 

AMONG 

COHEN & COMPANY FINANCIAL MANAGEMENT, LLC, 
 COHEN & COMPANY INC. 
 AND 

ATP MANAGEMENT LLC 
 DATED AS OF JULY 29, 2010 







  
 TABLE OF CONTENTS

  

							
	 	  	 	  	Page	 
			
	Section 1.	  	 Defined Terms.
	  	 	1	  
	Section 2.	  	 Sale, Assignment and Assumption.
	  	 	10	  
	Section 3.	  	 Payment of Purchase Price.
	  	 	10	  
	Section 4.	  	 Representations and Warranties of the Seller and Cohen.
	  	 	13	  
	Section 5.	  	 Representations and Warranties of ATP.
	  	 	17	  
	Section 6.	  	 Covenants.
	  	 	18	  
	Section 7.	  	 Closing.
	  	 	22	  
	Section 8.	  	 Conditions to the Obligations of ATP.
	  	 	23	  
	Section 9.	  	 Conditions to the Obligations of the Seller and Cohen.
	  	 	25	  
	Section 10.	  	 Termination.
	  	 	26	  
	Section 11.	  	 Indemnification.
	  	 	28	  
	Section 12.	  	 Miscellaneous.
	  	 	32	  

 SCHEDULES 

 

					
	Schedule 1.1	  	-	  	List of CDO Agreements
	Schedule 1.2	  	-	  	List of Indentures
	Schedule 1.3	  	-	  	List of Issuers
	Schedule 1.4	  	-	  	List of Rating Agencies
	Schedule 1.5	  	-	  	List of Related Assets
	Schedule 1.6	  	-	  	List of Required Holders
	Schedule 1.7	  	-	  	List of Accrued and Unpaid Collateral Management Fees
	Schedule 1.8	  	-	  	List of Subordinated Securities
	Schedule 3(a)	  	-	  	Allocation of Purchase Price
	Schedule 3(b)	  	-	  	Allocation of Excess Base Case Revenue
	Schedule 3(c)	  	-	  	Quarterly Thresholds; Seller Wiring Instructions
	Schedule 3(d)	  	-	  	Applicable Notes; Regulated Banks
	Schedule 3(e)	  	-	  	Prepayment Penalty
	Schedule 4(c)	  	-	  	Exceptions to No Conflicts
	Schedule 4(d)	  	-	  	Consents and Approvals
	Schedule 4(e)	  	-	  	Proceedings
	Schedule 4(f)	  	-	  	Material Contracts
	Schedule 4(g)	  	-	  	List of Additional Defaulted Securities and Hedge Defaults
	Schedule 4(h)	  	-	  	Waivers and Releases
	Schedule 4(k)	  	-	  	Notices
	Schedule 4(l)	  	-	  	Waiver of Collateral Management Fees
	Schedule 4(n)	  	-	  	Brokers
	Schedule 4(p)	  	-	  	List of Fees and Expenses
	Schedule 6(i)	  	-	  	ATP Wiring Instructions
	Schedule 6(l)	  	-	  	List of Employees; Key Employees
	Schedule 6(p)	  	-	  	List of Amendments, Restructurings, Waivers and Workouts
	Schedule 8(i)	  	-	  	Escrow Deposits and Initial Service Fee Payments


  
 i 








  
 EXHIBITS 

 

			
	Exhibit A	  	Form of Assignment and Assumption Agreement
	Exhibit B	  	Form of Required Holder’s Consent
	Exhibit C	  	Form of Issuer’s Consent
	Exhibit D	  	Form of Escrow Agreement
	Exhibit E	  	Form of Voting Agreement
	Exhibit F	  	Form of Cohen Services Agreement


  
 ii 









  
 MASTER TRANSACTION
AGREEMENT 
 This MASTER TRANSACTION AGREEMENT, dated as of July 29, 2010 (such agreement as amended, modified, waived,
supplemented or restated from time to time, the “Agreement”), by and among COHEN & COMPANY FINANCIAL MANAGEMENT, LLC, a Delaware limited liability company (“Cohen Financial” or the
“Seller”), COHEN & COMPANY INC., a Maryland corporation (“Cohen”), and ATP MANAGEMENT LLC, a Delaware limited liability company (“ATP”). 

RECITALS: 
 Each Issuer (as defined below) is the issuer of collateralized debt obligations pursuant to an Indenture (as defined below). 
 The Seller has entered into a CDO Agreement with each of the Issuers pursuant to which the Seller has agreed to provide the services specified therein with respect to obligations issued by the respective
Issuers pursuant to the applicable Indenture. 
 The Seller desires to sell, assign, transfer and convey (and Cohen desires that
Seller sell, assign, transfer and convey) to ATP, and ATP desires to accept and assume, the Seller’s (i) rights and obligations in and under the CDO Agreements and (ii) rights, title and interests in and to the Related Assets (as
defined below), in accordance with the terms and subject to the conditions in this Agreement. 
 NOW, THEREFORE, in
consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, agree as follows: 

Section 1. Defined Terms. 
 As used in this Agreement, the following terms shall have the following meanings: 

“Affiliate” means, with respect to a Person, any other Person that, directly or indirectly through one or more
intermediaries, controls, is controlled by or is under common control with such Person. For purposes hereof, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through ownership of equity interests, by contract or otherwise. 
 “Applicable
Notes” shall mean those specific Notes listed on Schedule 3(d) hereto issued by the Regulated Banks. 

“Assigned Assets” shall have the meaning ascribed to such term in Section 3(a). 

“Assigned CDO Agreements” means with respect to any Closing, the CDO Agreements being assigned to ATP by the Seller at
such Closing. 

  
 1 








  
 “Assigned
Related Assets” means with respect to any Closing, the Related Assets being assigned to ATP by the Seller at such Closing. 
 “Assignments” shall have the meaning ascribed to such term in Section 7(b)(i). 
 “Assignment and Assumption Agreement” shall have the meaning ascribed to such term in Section 7(b)(i). 
 “Assumed Liabilities” shall have the meaning ascribed to such term in Section 2(a). 
 “ATP Indemnified Persons” shall have the meaning ascribed to such term in Section 11(a)(i). 
 “ATP Material Adverse Effect” means a material adverse effect on (i) the assets, liabilities, results of operations and financial condition of ATP or (ii) the ability of ATP to
perform its material obligations hereunder, but excluding any effect resulting from or relating to (a) general national, international or regional economic, financial, political or business conditions, (b) conditions (including changes in
economic, financial market, regulatory or political conditions and any change in any Law or any change in the manner in which any Law is or may be enforced) affecting generally the industry in which ATP conducts its business (provided that such
changes do not affect ATP in a disproportionate manner as compared to other collateral managers), (c) any public announcement of the Transactions contemplated by this Agreement or (d) the execution or performance of this Agreement, or any
actions taken, delayed or omitted to be taken by ATP pursuant to this Agreement or at the written request of the Seller, Cohen or their respective representatives. 
 “Bankruptcy Code” means Title XI of the United States Code as now or hereafter in effect or any successor statute. 

“Base Purchase Price” shall have the meaning ascribed to such term in Section 3(a). 

“Business Day” means any day other than (i) a Saturday or Sunday or (ii) a day on which banking institutions
located in New York, New York are permitted or required by applicable Law or regulation to remain closed. 
 “Buyer
Consents and Filings” shall have the meaning ascribed to such term in Section 5(d). 
 “CDO
Agreements” means the agreements listed on Schedule 1.1 to this Agreement under the heading “Collateral Management Agreements.” 
 “Clients” means the Issuers to whom the Seller provides Investment Management Services. 
 “Closing” shall have the meaning ascribed to such term in Section 7(a). 

  
 2 








  
 “Closing
Date” shall have the meaning ascribed to such term in Section 7(a). 
 “Cohen Brothers” means
Cohen Brothers LLC, a Delaware limited liability company. 
 “Cohen Indemnification Limit” means (i) for
the period from the date hereof until (and including) the three (3) month anniversary of the initial Closing Date, (a) the aggregate Base Purchase Price for the Assigned CDO Agreements plus the amount of the Service Fees minus (a) the
excess, if any, of (1) the Collateral Management Fees (other than Retained Management Fees) collected by ATP under the Assigned CDO Agreements during such three (3) month period over (2) $375,000 and (ii) for each three
(3) month period commencing after the period described in clause (i) (each such period, a “Cohen Indemnification Period”) until the Cohen Indemnification Limit is reduced to $0, the greater of (a) (1) the Cohen
Indemnification Limit for the prior Cohen Indemnification Period minus (2) the excess, if any, of (x) the Collateral Management Fees (other than any Retained Management Fees) received by ATP during the prior Cohen Indemnification Period
over (y) $375,000 and (b) subject to the limitation set forth in this clause (ii), the aggregate of the indemnification claims made pursuant to Section 11(a)(i) of this Agreement prior to 5:00 p.m. New York City Time on the
date that is the last day of the prior Cohen Indemnification Period. 
 “Cohen Services Agreement” has the
meaning ascribed to such term in Section 8(h). 
 “Collateral Administration Agreements” means the
agreements listed on Schedule 1.1 to this Agreement under the heading “Collateral Administration Agreements.” 
 “Collateral Manager” means with respect to each CDO Agreement the “Collateral Manager” as defined in such CDO Agreement. 

“Collateral Management Fees” means all fees payable to the Seller pursuant to the CDO Agreements without regard to when
such fees are accrued. 
 “Contract” shall mean any written agreement, contract, obligation, commitment or
undertaking. 
 “Data Room” means the electronic data room established by the Seller for the purpose of making
information, agreements, documents and other due diligence regarding the Assigned CDO Agreements and Assigned Related Assets available to ATP, as it existed on the date that is two (2) Business Days prior to the date hereof. 

“Defaulted Security” shall have the meaning ascribed to such term in the related Indenture. 

“Earnout Payment” shall have the meaning ascribed to such term in Section 3(b). 

“Earnout Quarter” shall have the meaning ascribed to such term in Section 3(c). 

  
 3 








  

“Encumbrance” means any mortgage, lien, pledge, security interest, or other similar encumbrance of any kind. 

“End Date” shall have the meaning ascribed to such term in Section 10(a)(iv). 

“Escrow Account” shall mean the account established pursuant to the Escrow Agreement to hold the Escrow Deposit.

 “Escrow Agent” shall mean TD Bank, N.A. or any successor appointed in accordance with the Escrow Agreement.

 “Escrow Agreement” means the Escrow Agreement dated as of the initial Closing Date by and among the Escrow
Agent and the Parties in substantially the form attached hereto as Exhibit D. 
 “Escrow Deposit” means
an amount deposited at each Closing by ATP in escrow with the Escrow Agent to be held pursuant to the terms and conditions of the Escrow Agreement and to secure the funds necessary for the satisfaction of certain of the payment obligations under the
Cohen Services Agreement. The portion of the Escrow Deposit to be deposited at each Closing shall be as set forth in Schedule 8(i) to this Agreement. 
 “Estimated Earnout Payment” shall have the meaning ascribed to such term in Section 3(c). 
 “Excess Base Case Revenues” shall have the meaning ascribed to such term in Section 3(b). 
 “Excess Base Case Revenue Thresholds” shall have the meaning ascribed to such term in Section 3(b). 
 “Fifth Measurement Period” shall have the meaning ascribed to such term in Section 3(b). 
 “Final Earnout Amount” shall have the meaning ascribed to such term in Section 3(d). 
 “First Measurement Period” shall have the meaning ascribed to such term in Section 3(b). 
 “Fourth Measurement Period” shall have the meaning ascribed to such term in Section 3(b). 
 “Governmental Authority” means any federal, state, local, municipal or other governmental, regulatory or administrative department, commission, board, bureau, agency, quasi-governmental
authority, entity or instrumentality, or any court or arbitrator, in each case, having jurisdiction over the applicable matter. 

  
 4 








  
 “Hedge
Agreements” shall have the meaning ascribed to such term in Section 4(g). 
 “Holdback Amount”
shall have the meaning ascribed to such term in Section 3(c). 
 “Indemnified Person” shall have the
meaning ascribed to such term in Section 11(b)(i). 
 “Indemnifying Person” shall have the meaning
ascribed to such term in Section 11(b)(ii). 
 “Indenture” means any of the indentures and other
equivalent documents listed on Schedule 1.2 to this Agreement. 
 “Intellectual Property” means all
processes, systems, products, services, software, compositions of matter and compounds, including any improvements or modifications (whether or not patentable or protectable) thereof that is owned, licensed or used by any Seller, including, without
limitation, the following: (i) patents and patent applications, including design patents or applications, patent or invention disclosures, together with all reissues, continuations, continuation-in-part, revisions, divisionals, extensions,
reexaminations of the same and any patent or patent application claiming priority thereto; (ii) all registered and unregistered trademarks, service marks, trade dress, logos, trade names and brand names, and any combination of such names,
including all goodwill associated therewith and all applications, registrations and renewals in connection therewith; (iii) all copyrightable works (including derivative works thereof), all copyrights and all applications, registrations and
renewals in connection therewith; (iv) all trade secrets and confidential business information (including ideas, research and development, know-how, show-how, compositions, designs, drawings, specifications, customer and supplier lists, pricing
and cost information and business and market plans and proposals (whether or not reduced to writing)); (v) all computer software, including all machine and source code (including hard copy and soft copy as well as all data and related
documentation); and (vi) all websites and related content (including, without limitation, underlying software, URL’s and domain names). 
 “Investment Advisers Act” means the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder. 

“Investment Management Services” means the services provided by the Seller pursuant to the CDO Agreements. 

“IP Licenses” shall have the meaning ascribed to such terms in Section 4(r). 

“Issuer” and with correlative meaning “Issuers” means, respectively, the Persons listed on
Schedule 1.3 to this Agreement, individually, or all of them collectively. 
 “Judgment” means any
judgment, order, injunction or decree. 
 “Key Employees” shall have the meaning ascribed to such terms in
Section 6(l). 

  
 5 








  
 “Knowledge of
the Seller” means the actual knowledge of James McEntee, Christopher Ricciardi, Rachael Fink or Joseph Pooler after reasonable inquiry of the persons responsible for the performance of the Collateral Manager under the CDO Agreements as
listed on Schedule 6(l). 
 “Law” means any federal, state, foreign or local law, statute,
ordinance, rule, regulation or code. 
 “Loss” means any actual out-of-pocket loss, liability, claim, damage,
cost or expense (including costs of investigation and reasonable legal fees and expenses), taxes, penalties and obligations, in each case, whether arising from a third party claim or a direct claim between the Parties. 

“Material Contracts” shall have the meaning ascribed to such term in Section 4(f). 

“Measurement Period” shall have the meaning ascribed to such term in Section 3(b). 

“Net Tax Benefit” means the tax benefit of any Loss reduced by the tax detriment associated with the receipt of any
amount for which indemnification is provided under this Agreement. 
 “Notes” shall have the meaning ascribed
to such term in the Indentures. 
 “Notice of Claim” shall have the meaning ascribed to such term in
Section 11(b)(i). 
 “Objection Notice” shall have the meaning ascribed to such term in
Section 11(b)(i). 
 “Overpayment” shall have the meaning ascribed to such term in Section 3(d).

 “Party” and with correlative meaning “Parties” means, respectively, Cohen, Cohen Financial
or ATP, individually, or all of them collectively. 
 “Person” means any individual, limited liability company,
joint venture, corporation, partnership, association, trust, division or operating group of any of the foregoing or any other entity or organization. 
 “Prepayment Aggregate” shall have the meaning ascribed to such term in Section 3(d). 
 “Prepayment Credit” shall mean Five Hundred Thousand Dollars ($500,000), adjusted at the end of each Earnout Quarter (commencing with the Earnout Quarter ended February 23, 2010)
until such date as the Prepayment Credit equals $0, as follows: (i) increased by adding the product of (A) the current outstanding Prepayment Credit and (B) 0.0375; and (ii)

  
 6 








 
reduced by the aggregate Prepayment Penalty for Regulated Banks making a prepayment during such Earnout Quarter. In no event shall the Prepayment Credit be less than $0. 

“Prepayment Penalty” shall be the amount as determined with reference to Schedule 3(e) hereto, which sets forth
the amount of the Prepayment Penalty by Earnout Quarter. The applicable Prepayment Penalty shall be the amount set forth in the column for the date of prepayment by the Regulated Bank. 

“Prepayment Penalty Amount” shall mean as of the end of the Seventh Measurement Period, the aggregate of all Prepayment
Penalties for which there has not been a corresponding reduction in the Prepayment Credit, less the balance of the Prepayment Credit (if any) as of the end of the Seventh Measurement Period. In no event shall the Pre Payment Penalty Amount be
less than $0. 
 “Proceeding” shall have the meaning ascribed to such term in Section 4(e). 

“Quarterly Excess” shall have the meaning ascribed to such term in Section 3(c). 

“Rating Agencies” means the rating agencies listed on Schedule 1.4 to this Agreement. 

“Records” means, with respect to the Seller and Cohen, all the books of account, ledgers, general, financial and
accounting records, files (including, without limitation, asset management files), data, invoices, distribution lists, billing records, manuals, information, and correspondence (in all cases, in any form or medium), of either the Seller or Cohen and
in its control that are used, held for use or intended to be used in connection with the Seller’s performance of the Investment Management Services, together with all other records and other items required to be delivered to ATP in accordance
with Section 6(f). 
 “Regulated Banks” shall mean those banks identified on Schedule 3(d) hereto;
provided that in no event shall the term Regulated Banks include any banks not identified on Schedule 3(d) that have also issued Notes who are subsequently acquired by or merged with the Regulated Banks listed on Schedule 3(d) hereto.

 “Related Assets” means the Records, Collateral Administration Agreements and the assets listed on
Schedule 1.5 to this Agreement, collectively. 
 “Reports” shall have the meaning ascribed to such
term in Section 4(g). 
 “Response Period” shall have the meaning ascribed to such term in
Section 11(b)(i). 
 “Required Holders” means, with respect to each CDO Agreement, the percentage and
class of the securities and, if applicable, the monoline insurer, required to consent to the Assignment and Assumption Agreement providing for, among other things, the assignment of such CDO Agreement, as listed on Schedule 1.6 to this
Agreement. 

  
 7 








  
 “Retained
Management Fees” means, with respect to each CDO Agreement, all Collateral Management Fees paid prior to February 23, 2010, plus one- half of the Collateral Management Fees accrued but not yet paid prior to February 23, 2010 (as
reduced by the amounts payable pursuant to the Sandler Sub-Advisory Agreements) in respect of Investment Management Services provided by the Seller to the Clients pursuant to such CDO Agreement. Schedule 1.7 hereto sets forth the Collateral
Management Fees (by CDO Agreement) paid after February 23, 2010 (as reduced by the amounts payable pursuant to the Sandler Sub-Advisory Agreements) and the payment date for such fees, the portion of the fees accrued prior to February 23,
2010, the portion of the fees accrued after February 23, 2010, the amount of the fee that shall constitute the Retained Management Fees and the current amount of the Collateral Management Fees that are due to be paid to ATP in connection with
the Closings pursuant to Section 3(a); provided, however, that the fees set forth on Schedule 1.7 to be paid to ATP shall be increased to the extent that additional Collateral Management Fees are earned and accrued after
the date hereof and prior to the applicable Closing. 
 “Retained Liabilities” shall have the meaning ascribed
to such term in Section 2(b). 
 “Sandler Sub-Advisory Agreement” means the agreements listed on
Schedule 1.1 to this Agreement under the heading “Sub-Advisory Agreement.” 
 “Schedules”
shall mean the disclosure schedules attached hereto provided by the Parties. 
 “Second Measurement Period”
shall have the meaning set forth in Section 3(b). 
 “Seller Consents and Filings” shall have the
meaning ascribed to such term in Section 4(d). 
 “Seller Indemnified Persons” shall have the meaning
ascribed to such term in Section 11(a)(ii). 
 “Seller/Cohen Material Adverse Effect” means a material
adverse effect on the ability of the Seller or Cohen to perform its material obligations hereunder, but excluding any effect resulting from or relating to (i) general national, international or regional economic, financial, political or
business conditions, (ii) conditions (including changes in economic, financial market, regulatory or political conditions and any change in any Law or any change in the manner in which any Law is or may be enforced) affecting generally the
industry in which the Seller or Cohen or the related Issuer make or hold its investments or conduct their business (provided that such changes do not affect the Seller or Cohen in a disproportionate manner as compared to other collateral managers),
(iii) any public announcement of the Transactions contemplated by this Agreement or (iv) the execution or performance of this Agreement, or any actions taken, delayed or omitted to be taken by the Seller or Cohen pursuant to this Agreement
or at the written request of ATP or its representatives. 
 “Seller’s Share” shall have the meaning
ascribed to such term in Section 3(c). 

  
 8 








  
 “Service
Fees” means the aggregate of the dollar amounts under the column heading “Maximum Services Fee” on Schedule 8(i), which correspond to the Assigned CDO Agreements; provided that if the Services Agreement has terminated, the
term “Service Fees” shall mean the actual amount paid to Seller under the Services Agreement. 
 “Seventh
Measurement Period” shall have the meaning ascribed to such term in Section 3(b). 
 “Similar
Transaction” means any transaction or proposed transaction with a Third Party involving the direct or indirect sale or transfer of any of the Collateral Management Fees, CDO Agreements or the Related Assets. 

“Sixth Measurement Period” shall have the meaning ascribed to such term in Section 3(b). 

“Subordinated Securities” means, with respect to each Issuer, the securities issued by the Issuers that are subordinated
to the Notes listed on Schedule 1.8 to this Agreement. 
 “Tax Indemnification Limit” means
(i) for the period from the date hereof until (and including) three (3) month anniversary of the initial Closing Date, (a) the aggregate Base Purchase Price for the Assigned CDO Agreements plus the amount of the Service Fees minus
(b) the excess, if any, of (1) the Collateral Management Fees (other than Retained Management Fees) collected by ATP under the Assigned CDO Agreements during such three (3) month period over (2) $375,000 and (ii) for each
three (3) month period commencing after the period described in clause (i) (each such period, a “Tax Indemnification Period”) until the Tax Indemnification Limit is reduced to $0, the greater of (a) (1) the Tax
Indemnification Limit for the prior Tax Indemnification Period minus (2) the excess, if any, of (x) the Collateral Management Fees (other than any Retained Management Fees) received by ATP during the prior Tax Indemnification Period over
(y) $375,000 and (b) subject to the limitation set forth in this clause (ii), the aggregate of the indemnification claims made pursuant to (a) Section 11(a)(i)(ii) in connection with a breach of Section 6(b) of this
Agreement or (b) Section 11(a)(i)(iv) of this Agreement prior to 5:00 p.m. New York City Time on the date that is the last day of the prior Tax Indemnification Period. 

“Third Accountant” shall have the meaning ascribed to such term in Section 3(g). 

“Third Measurement Period” shall have the meaning ascribed to such term in Section 3(b). 

“Third Party” means any Person other than Seller, Cohen, ATP, the Issuers or their Affiliates. 

“Third Party Claim” means any claim, demand, commencement of any action, suit or proceeding, or other assertion of
liability by any Person arising from the claim, demand, commencement of any action, suit or proceeding, or other assertion of liability of another person. 
 “Third Party Notice” shall have the meaning ascribed to such term in Section 11(b)(ii). 

  
 9 








  

“Transaction” shall have the meaning ascribed to such term in Section 2(a). 

“Transaction Documents,” with respect to a Closing, has the meaning ascribed to such term in the related Indenture.

 “Trustee” means, with respect to any Indenture, the financial institution then acting as trustee thereunder.

 “Voting Agreement” shall have the meaning ascribed to such term in Section 8(i). 

Section 2. Sale, Assignment and Assumption. 
 (a) Upon the terms and subject to the conditions of this Agreement, at each Closing, the Seller shall sell, assign and transfer to ATP free and clear of all Encumbrances, and ATP shall accept from the
Seller all of the Seller’s (i) rights and obligations in and under the Assigned CDO Agreements, including, but not limited to, the right to receive all related Collateral Management Fees (other than any related Retained Management Fees)
and (ii) rights, title and interests in and to the Assigned Related Assets and ATP shall assume the obligations of the Seller under such Assigned CDO Agreements to the extent, and only to the extent, such liabilities, obligations and
commitments relate to the period from and after such Closing (collectively, the “Assumed Liabilities”). Each assignment and assumption of the Assumed Liabilities pursuant to this Agreement, is referred to in this Agreement as a
“Transaction.” 
 (b) Notwithstanding anything in this Agreement to the contrary, including Section 2(a),
neither ATP nor any of its Affiliates, nor any of their directors, officers, employees, agents or representatives assumes any liability, obligation or commitment of the Seller arising out of, or accruing under, the Assigned CDO Agreements with
respect to any period prior to the applicable Closing, which shall include but not be limited to (i) any liabilities relating to the offering and issuance of the securities described in the Indentures, (ii) any information about, or
relating to, the Seller or any other information contained in the final offering circular or any other information provided to investors prior to the Closing Date, (iii) any act or omission to act by the Seller prior to the Closing Date,
(iv) any breach of a representation or warranty made by the Seller within any of the CDO Agreements or Collateral Administration Agreements, (v) any failure of the Seller to comply with any provision of the CDO Agreements or Collateral
Administration Agreements or (vi) any liabilities relating to, or arising out of, the Proceedings identified on Schedule 4(e) (collectively, the “Retained Liabilities”). Each of the Seller and Cohen hereby agrees that
the Retained Liabilities remain obligations of the Seller. 
 Section 3. Payment of Purchase Price. 

(a) The aggregate base purchase price for the assignment by the Seller to ATP of all the CDO Agreements and Related Assets (collectively,
the “Assigned Assets”) in accordance with the terms and subject to the conditions in this Agreement shall be $9,500,000 (the “Base Purchase Price”). The Base Purchase Price shall be allocated among the Assigned
Assets as set forth on Schedule 3(a). At each Closing, an amount equal to the portion of the Base Purchase Price attributable to the Assigned Assets being transferred at such Closing shall be paid by ATP to the Seller by wire transfer of
immediately available funds in US Dollars to the account designated on Schedule 3(c). Simultaneously with each Closing, the Seller shall pay to 

  
 10 









 
ATP any related Collateral Management Fees (other than any related Retained Management Fees) received prior to such Closing, if any. At the initial Closing, ATP shall pay to Seller the Estimated
Earnout Payment for the Earnout Quarter ending May 23, 2010. 
 (b) In addition to the Base Purchase Price, as
consideration for the assignment by the Seller of the Assigned Assets, the Seller shall have the opportunity to receive additional consideration equal to fifty percent (50%) of the Excess Base Case Revenues (as defined below) received during
each of the periods commencing on February 23, 2010 and ending on February 23, 2011 (the “First Measurement Period”), commencing on February 24, 2011 and ending on February 23, 2012 (the “Second
Measurement Period”), commencing on February 24, 2012 and ending on February 23, 2013 (the “Third Measurement Period”), commencing on February 24, 2013 and ending on February 23, 2014 (the
“Fourth Measurement Period”), commencing on February 24, 2014 and ending on February 23, 2015 (the “Fifth Measurement Period”), commencing on February 24, 2015 and ending on February 23, 2016
(the “Sixth Measurement Period”), commencing on February 24, 2016 and ending on and February 23, 2017 (the “Seventh Measurement Period” and each, a “Measurement Period”). For purposes of
this Agreement, “Excess Base Case Revenues” shall mean the aggregate of all revenues from the Assigned Assets, earned and actually received by ATP, less amounts payable pursuant to the Sandler Sub-Advisory Agreements, that exceed
the following thresholds (the “Excess Base Case Revenue Thresholds”): (i) $7,816,646 during the First Measurement Period, (ii) $6,095,257 during the Second Measurement Period, (iii) $5,563,272 during the Third
Measurement Period, (iv) $5,381,459 during the Fourth Measurement Period, (v) $5,206,200 during the Fifth Measurement Period, (vi) $5,050,266 during the Sixth Measurement Period, and (vii) $4,892,388 during the Seventh
Measurement Period. Schedule 3(b) sets forth an allocation of the Excess Base Case Revenue Thresholds among the CDO Agreements. The Excess Base Case Revenue Thresholds set forth in (i) through (vii) above shall be adjusted downward
for CDO Agreements that are not sold, assigned and transferred pursuant to this Agreement as of the applicable Measurement Period, and the adjustment shall be equal to the dollar amount allocated to such CDO Agreements on Schedule 3(b). The
Retained Management Fees shall be included in the calculation of Excess Base Case Revenues. Each amount calculated pursuant to this Section 3(b) shall hereinafter be referred to as an “Earnout Payment.” The Earnout Payment
shall be allocated among the Assigned Assets on a pro rata basis based upon the allocation of the Base Purchase Price as set forth on Schedule 3(a). The Earnout Payment, if any, will be paid by ATP to Seller in accordance with
Section 3(c), (d), (e), (f) and (g). 
 (c) Seller shall be entitled to a non-refundable estimated payment of the
Earnout Payments in accordance with this Section 3(c). For each three month period during each Measurement Period, including the three months ending May 23, the three months ending August 23, the three months ending November 23
and the three months ending February 23 (each three month period, an “Earnout Quarter”), ATP shall determine the amount, if any, of the aggregate of all revenues from the Assigned Assets, earned and actually received by ATP,
less amounts payable pursuant to the Sandler Sub-Advisory Agreements that exceed the quarterly thresholds listed on Schedule 3(c) hereto, which thresholds shall be adjusted downward for CDO Agreements that are not sold, assigned and
transferred pursuant to this Agreement as of the applicable Earnout Quarter, and the adjustments shall be equal to the dollar amounts allocated to such CDO Agreements as listed on Schedule 3(c) (the “Quarterly Excess”). No
later than fifteen (15) days following the end of each Earnout Quarter, ATP shall calculate 50% of the Quarterly 

  
 11 









 
Excess (the “Seller’s Share”) and report the amount of the Seller’s Share to the Seller in writing. Following the delivery of such written notice, the Seller may review
the calculations. Subject to Section 3(e) and the immediately following sentence, ATP shall pay to Seller (by wire transfer of immediately available funds to the account designated on Schedule 3(c)), as an estimate of the Earnout
Payments, 75% of such Seller’s Share (the “Estimated Earnout Payment” and the remaining 25% of such Seller’s share (the “Holdback Amount”) shall be retained by ATP. If during any Earnout Quarter, the
aggregate revenues from the Assigned Assets (calculated as set forth in the second sentence of this subsection) do not exceed the applicable quarterly threshold listed on Schedule 3(c), then the Seller shall not be entitled to an Estimated
Earnout Payment for such Earnout Quarter. In no event shall the Seller be required to return any portion of the Estimated Earnout Payments. The calculation of each Earnout Payment shall be reported to Seller by delivery of a written notice within
fifteen (15) days after each Measurement Period. Following the delivery of such notice, the Seller may review the calculations. 
 (d) No later than fifteen (15) days following the end of the Seventh Measurement Period, ATP shall calculate: (i) the aggregate Earnout Payment for all Measurement Periods (the “Final
Earnout Amount”) and (ii) the sum of all Estimated Earnout Payments plus the aggregate of the Holdback Amount retained by ATP (the “Prepayment Aggregate”). If the Final Earnout Amount is equal to or greater than
the Prepayment Aggregate, then the Seller shall be entitled to the aggregate of the Holdback Amount retained by ATP, subject to adjustment as described in Section 3(h) hereof. If the Prepayment Aggregate is greater than the Final Earnout
Amount, then the amount by which the Prepayment Aggregate exceeds the Final Earnout Amount (the “Overpayment”) shall reduce the Holdback Amount payable to the Seller pursuant to Section 3(h) hereof. 

(e) If at any time after February 23, 2013, and prior to February 23, 2017, a Regulated Bank prepays the amounts due under the
Applicable Notes, then the Prepayment Credit shall be adjusted as described in Section 1 hereof. No later than fifteen (15) days following the end of an Earnout Quarter, ATP shall deliver the Seller written notice (together with all copies
of relevant work papers, schedules or other documents and records utilized by ATP in its calculation of the Prepayment Credit and the Prepayment Penalty, including details regarding the prepayment) of the Prepayment Credit and the Prepayment Penalty
(if any) as of such Earnout Quarter end. 
 (f) To facilitate Seller’s review of ATP’s calculations in accordance with
Sections 3(c), (d) and (e), at the written request of the Seller, ATP shall make available (as soon as reasonably practicable following any request therefor) copies of relevant work papers, schedules and other documents and records utilized by
ATP in connection with its calculation; provided, however, that Seller and its affiliates shall maintain the confidentiality of such information and shall not disclose such information to a Third Party (other than Seller’s
accountants, attorneys and advisors) without ATP’s prior written consent. 
 (g) If there should be any disagreement
between the Seller and ATP as to the proper calculation of any Estimated Earnout Payment, Earnout Payment, the Prepayment Penalty or the Prepayment Penalty Amount, ATP’s independent accountants and Seller’s independent accountants shall
undertake to reach agreement as to the Earnout Payment or the Prepayment Penalty, as the case may be, in dispute and shall notify ATP and the Seller in writing as to such 

  
 12 









 
agreement. Any agreement by such accountants shall be conclusive and binding upon the Parties. If within ten (10) days after the matter is referred to them, such accountants are unable to
agree as to the calculation, such accountants shall jointly and promptly select a third independent certified public accounting firm (the “Third Accountant”). The Third Accountant shall, within fifteen (15) days after the
matter is referred to it, notify ATP and Seller in writing as to its determination of the Earnout Payment, the Prepayment Penalty, or Prepayment Penalty Amount, as the case may be. Any such determination by the Third Accountant shall be conclusive
and binding on the Parties. The fees and expenses of the Third Accountant and all costs associated with the Third Accountant shall be paid equally by the Seller and Cohen on the one hand and ATP on the other hand. ATP and Seller shall be responsible
for their own attorneys’ fees, accountants’ fees and other expenses incurred in connection with the dispute. 
 (h)
Subject to this Section 3(h), ATP shall pay the Holdback Amount (i) less the Overpayment (if any), and (ii) less the Prepayment Penalty Amount (if any), by wire transfer within ninety (90) days following the end of the Seventh
Measurement Period, which amount shall include any undisputed portion of the Holdback Amount. If there is a dispute as to the proper computation of an Earnout Payment or the Prepayment Penalty Amount and such dispute is resolved pursuant to
Section 3(g) in favor of Seller, ATP shall pay by wire transfer of immediately available funds, the amount of such deficiency within three (3) Business Days following the final determination of such dispute. In the event an Estimated
Earnout Payment or the Holdback Amount, or any portion thereof, is not paid as and when due, interest shall accrue on the unpaid amount at a rate of 1% per month. In no event shall Seller or Cohen be responsible to pay ATP any amounts by which
the Overpayment or the Prepayment Penalty Amount exceed the Holdback Amount. 
 Section 4. Representations and
Warranties of the Seller and Cohen. Seller and Cohen hereby jointly and severally represent and warrant to ATP as of the date hereof and as of each Closing Date as follows: 

(a) Seller is duly formed, validly existing and in good standing under the Laws of the State of Delaware, and Cohen is duly incorporated,
validly existing and in good standing under the Laws of the State of Maryland and each of Seller and Cohen has all requisite limited liability company or corporate (as the case may be) power and authority to own and operate its properties and
assets, to carry on its business as it is now being conducted. 
 (b) Each of Seller and Cohen has full limited liability
company or corporate (as the case may be) power and authority to execute this Agreement and the applicable Assignments, the Cohen Services Agreement, to consummate the applicable Transaction and the other transactions contemplated hereby and
thereby. The execution and delivery by each of the Seller and Cohen of this Agreement and the consummation by each of the Seller and Cohen of the applicable Transaction and the other transactions contemplated hereby and thereby have been duly
authorized by all necessary limited liability company or corporate (as the case may be) action. As of each Closing, the execution and delivery by the Seller of the applicable Assignments and the consummation by the Seller of the transactions
contemplated thereby will have been duly authorized by all necessary limited liability company action. Each of the Seller and Cohen has duly executed and delivered this Agreement, and at or prior to each Closing, the Seller will have duly executed
and delivered each applicable Assignment. Assuming the due 

  
 13 









 
authorization, execution and delivery of (i) this Agreement by ATP, and (ii) each Assignment at the applicable Closing by each party thereto other than the Seller, this Agreement hereby
does, and each Assignment and the Cohen Services Agreement, as of the applicable Closing will, constitute a valid and binding obligation of Seller and Cohen, enforceable against the Seller and Cohen in accordance with its terms, except as
enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or law). 
 (c) The execution, delivery and performance of this Agreement by the Seller and Cohen, the
execution, delivery and performance of each Assignment by the Seller, the execution, delivery and performance of the Cohen Services Agreement and the consummation by the Seller and Cohen of the transactions contemplated hereby and thereby do not and
will not (i) violate, or be in conflict with, or constitute a default (or an event which, with notice or the lapse of time or both, would constitute a default) under any provision of the respective organizational or incorporation (as the case
may be) documents of the Seller or Cohen, (ii) except as set forth in Schedule 4(c), violate, or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default)
under, or require any consent, approval, confirmation or similar action under, or result in the termination of, or result in a right or cause to remove under, or accelerate the performance required by, or excuse performance by any Person of any of
its obligations under, or cause the acceleration of the maturity of any debt or obligation pursuant to, (A) any CDO Agreement or (B) any other material agreement to which any of them are a party, or (iii) contravene or conflict with
or constitute a violation of any provision of any Law or Judgment binding upon or applicable to the Seller or Cohen. 
 (d) The
execution and delivery of this Agreement by the Seller and Cohen, the execution and delivery of the applicable Assignments by the Seller, the execution and delivery of the Cohen Services Agreement, and the consummation of the transactions
contemplated hereby and thereby by the Seller and Cohen, do not require any consent, approval, confirmation or similar action of, or any notice to or other filing with, any Governmental Authority or Person or under any CDO Agreement or other
agreement to which the Seller or Cohen is a party, except for the consents, approvals, confirmations or similar actions of, notices to, or other filings set forth in Schedule 4(d) (the “Seller Consents and Filings”).

 (e) Except as set forth on Schedule 4(e), (i) no action, suit, proceeding or investigation (a
“Proceeding”) before any Governmental Authority, court or arbitrator is pending, or, to the Knowledge of the Seller, threatened in writing, against the Seller or Cohen that if determined adversely would, individually or in the
aggregate, reasonably be expected to have a Seller/Cohen Material Adverse Effect and (ii) as of the date of this Agreement, no Proceeding before any Governmental Authority, court or arbiter (A) is pending or, to the Knowledge of the
Seller, threatened in writing, against the Seller and (B) to the Knowledge of the Seller, is pending or threatened, in writing, against any Issuer (and the Seller has not received notice of any such Proceeding against any Issuer). 

(f) Attached hereto as Schedule 4(f) is a list of (i) each CDO Agreement and each material agreement to which any Issuer
is a party and, to the Knowledge of the Seller, each 

  
 14 









 
other agreement to which any Issuer is a party and (ii) each material agreement to which the Seller is a party relating to the Issuers, including without limitation, (A) CDO Agreements,
(B) Collateral Administration Agreements, (C) Indentures and (D) Sandler Sub-Advisory Agreements (collectively, the “Material Contracts”). A true, correct and complete current copy of all Material Contracts, together
with all amendments, supplements, waivers and modifications thereto through the date hereof, have been provided to ATP in the Data Room. Each of the representations and warranties of the Seller under the Section 16(b)(i) through (v) and
(viii) of the CDO Agreements was true and correct as of the date that it was made and as of the date hereof with the same force and effect as though expressly made on and as of the date hereof. 

(g) The Seller has provided to ATP in the Data Room, with respect to each Indenture, a true and complete copy of each report (including
Trustee’s reports) delivered pursuant to such Indenture prior to the date hereof (the “Reports”). To the Knowledge of the Seller, no Report includes any misstatement of a material fact, other than such misstatements that are or
have been corrected in a subsequent report or written communication to the holders of the Subordinate Securities or noteholders, as the case may be, of the Issuers. Except as set forth on Schedule 4(g), to the Knowledge of the Seller, as of
the date of this Agreement, there are no Defaulted Securities that are not listed as such in the last Report. With respect to the ISDA Master Agreements listed on Schedule 4(f) (the “Hedge Agreements”), except as set forth on
Schedule 4(g), the Seller has not received a written notice from a hedge counter party or a Trustee of an event of default or other termination event under the Hedge Agreements and the Seller has not received written notice from any hedge
counter party purporting to terminate such Hedge Agreements. To the Knowledge of the Seller, no circumstances exist, following notice or the expiration of any grace or cure period, that would constitute an event of default or other termination event
under any Hedge Agreement to which the Seller is a party. 
 (h) Each of the Material Contracts to which the Seller is a party
is a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as may be limited by general principles of equity (regardless of whether considered in a proceeding at law or in equity) and
by applicable bankruptcy, insolvency, moratorium and other similar laws of general application relating to or affecting creditors’ rights generally. The Seller has not received, prior to the date hereof, any written notice from any Person
challenging the validity or enforceability of any applicable Material Contract or the obligation to pay the Collateral Management Fees under any CDO Agreement. Except as set forth on Schedule 4(h), the Seller has not granted any waiver
under any Material Contract, and with respect to the CDO Agreements, released any Issuer, in whole or in part, from any of its obligations under the applicable CDO Agreement. Except as set forth in Schedule 4(h), to the Knowledge of the
Seller, (i) no event has occurred or circumstances exist that could, with the passage of time or compliance with any applicable notice requirements or both, constitute a default of, result in a violation or breach of, or give any right to
accelerate, modify, cancel or terminate any Material Contract, (ii) no Event of Default (as defined in the respective CDO Agreements) has occurred and is continuing under the CDO Agreements, (iii) no event or condition exists that would
constitute “cause” to remove the Collateral Manager under the applicable CDO Agreements, and (iv) no holder of the Clients’ outstanding securities is soliciting votes or requests for direction, or has threatened in writing, to
remove the Collateral Manager under the applicable CDO Agreements whether for “cause” or without “cause.” The Seller has not made any prior assignment of its rights or obligations thereunder. 

  
 15 









  
 (i) To the Knowledge
of the Seller, except as otherwise disclosed in this Agreement or the Schedules, there are no Retained Liabilities of the Seller other than liabilities and obligations accruing in the ordinary course of business under the Assigned CDO Agreements and
not resulting from a breach of any of the Assigned CDO Agreements. 
 (j) The Seller is the “Collateral Manager” under
each CDO Agreement to which it is a party. 
 (k) Except as set forth on Schedule 4(k), the Seller has not (i) given
any Issuer any written notice of termination of any CDO Agreement, (ii) prior to the date hereof, received from any Person, Governmental Authority or any holder of Notes, or Subordinated Securities, any written notice of termination of any CDO
Agreement or removal of the Seller as Collateral Manager thereunder or expressing (A) the intent to terminate such CDO Agreement or remove the Seller as Collateral Manager thereunder or (B) the existence of an event or condition that would
constitute “cause” to remove the Collateral Manager, in each case pursuant to the terms of such CDO Agreement, or (iii) within the 365-day period immediately preceding the date hereof, received from any Person or any holder of Notes,
or Subordinated Securities, any written notice of (A) an intention to cause, either individually or collectively with others, an optional redemption of any securities issued by any collateralized debt obligation or (B) any notice of any
default or Event of Default under any CDO Agreement. 
 (l) Except as set forth on Schedule 4(l), prior to the date
hereof, no Collateral Management Fees have been waived, reduced, postponed, assigned or the subject of any claim asserted by any Person against the Seller pursuant to any right of set-off, counterclaim or deduction (whether pursuant to the express
terms of the applicable CDO Agreement or otherwise). 
 (m) The Seller is a duly registered investment advisor under the
Investment Advisers Act. 
 (n) Except as set forth in Schedule 4(n), none of the Seller, Cohen, their respective
Affiliates nor any of their respective officers, directors or employees, has dealt with any person, firm or corporation who is or may be entitled to a broker’s commission, finder’s fee, investment banker’s fee or similar payment from
ATP (or any of its Affiliates) for arranging the transactions contemplated hereby or introducing the parties to each other. Cohen and the Seller are solely responsible for any broker’s commissions, finder’s fees, investment banker’s
fees or similar payments set forth on Schedule 4(n) and shall indemnify ATP for any such payments. 
 (o) Each of the
Seller and Cohen (i) is neither insolvent (as such term is defined in Section 101(32) of the Bankruptcy Code) nor will it be rendered insolvent (as so defined) by virtue of incurring its obligations in connection with the Transactions and
this Agreement, (ii) has neither been, nor is or will be, engaged in business or other transactions for which the property remaining in its hands after the incurrence of its obligations in connection with the Transactions and this Agreement
constitutes unreasonably small capital, (iii) neither intends to incur, nor believes that it has incurred, debts beyond its ability to pay such debts as they become due, and/or (iv) has not incurred its obligations in connection with the
Transactions and this Agreement with any intent to hinder, delay or defraud other creditors. 

  
 16 









  
 (p) Except as set
forth on Schedule 4(p), to the Knowledge of the Seller, as of the date of this Agreement, there are no fees or expenses accrued or otherwise payable by any Issuer to the Seller (or any Affiliate thereof) or any other Person. 

(q) The Seller is, and has been at all times during the past five (5) years in compliance in all material respects with all Laws
applicable to its business or operations or the use of the Assigned Assets. The Seller has not received, at any time since January 1, 2006, any written notice of or been formally charged with any violation of Laws. 

(r) The Seller owns or has the valid right to use pursuant to licenses, sublicenses, agreements or permissions, all Intellectual Property
necessary for the performance of the Seller’s obligations under the CDO Agreements and the operations of the Issuers (the “IP Licenses”). All such IP Licenses are in full force and effect and are legal, valid, binding and
enforceable in accordance with their respective terms with respect to the Seller, and to the Knowledge of Seller, each other party to such IP Licenses. No IP License will be terminable as a result of the consummation of the transactions contemplated
by this Agreement and each Issuer will have the continued right to use the Intellectual Property licensed to it pursuant to the IP Licenses. To the Knowledge of Seller, with respect to any Intellectual Property licensed to the Issuers pursuant to
the IP Licenses, the Seller has good and exclusive legal and beneficial title to, or has valid licenses to, each item of Intellectual Property licenses under the IP Licenses and the right, power and authority to enter into such IP Licenses.

 Section 5. Representations and Warranties of ATP. ATP hereby represents and warrants to each of the Seller and
Cohen as follows: 
 (a) ATP is duly formed, validly existing and in good standing under the Laws of the State of Delaware and
has all requisite power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted. 
 (b) ATP has full limited liability company power and authority to execute this Agreement, the Assignments and the Cohen Services Agreement and to consummate the Transaction and the other transactions
contemplated hereby and thereby. The execution and delivery by ATP of this Agreement and the consummation by ATP of the Transaction and the other transactions contemplated hereby have been duly authorized by all necessary limited liability company
action. As of each Closing, the execution and delivery by ATP of the Assignments and the Cohen Services Agreement and the consummation by ATP of the transactions contemplated thereby will have been duly authorized by all necessary limited liability
company action. ATP has duly executed and delivered this Agreement and, as of each Closing, ATP will have duly executed and delivered each applicable Assignment and the Cohen Services Agreement. Assuming the due authorization, execution and delivery
of this Agreement by the other Parties, this Agreement constitutes a valid and binding obligation of ATP, enforceable against ATP in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization,
fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). 

  
 17 









  
 (c) The execution,
delivery and performance of this Agreement by ATP, the execution, delivery and performance of each Assignment by ATP, the execution, delivery and performance of the Cohen Services Agreement by ATP and the consummation by ATP of the transactions
contemplated hereby and thereby do not and will not (i) violate, or be in conflict with, or constitute a default (or an event which, with notice or the lapse of time or both, would constitute a default) under any provision of the organizational
documents of ATP, (ii) violate, or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or require any consent under, or result in the termination of, or
accelerate the performance required by, or excuse performance by any Person of any of its obligations under, or cause the acceleration of the maturity of any debt or obligation pursuant to (A) any agreement to which it is a party which could
reasonably be expected to have an ATP Material Adverse Effect, or (B) contravene or conflict with or constitute a violation of any provision of any Law or Judgment binding upon or applicable to ATP. 

(d) The execution and delivery of this Agreement, each Assignment and the Cohen Services Agreement by ATP and the consummation of the
transactions contemplated hereby and thereby by ATP do not require any consent or approval of, or any notice to or other filing with, any Governmental Authority (the “Buyer Consents and Filings”). 

(e) ATP either (i) is not, and is not required to become, a registered investment adviser under the Investment Advisers Act, or
(ii) is a registered investment adviser under the Investment Advisers Act. 
 (f) Neither ATP, nor any of its Affiliates
nor any of their respective officers, directors or employees, has dealt with any person, firm or corporation who is or may be entitled to a broker’s commission, finder’s fee, investment banker’s fee or similar payment from Seller or
Cohen (or any of their respective Affiliates) for arranging the transactions contemplated hereby or introducing the parties to each other. 
 Section 6. Covenants. 
 (a) From the date of this Agreement through
each Closing, the Seller shall (i) perform its obligations under the CDO Agreements to which it is a party in accordance with the terms thereof, (ii) carry out its business in the usual, regular and ordinary course of business in
substantially the same manner as previously performed, (iii) maintain its existence and good standing in its jurisdiction of organization and in each jurisdictions in which the ownership or leasing of its property or the conduct of its business
requires such qualification, (iv) take commercially reasonable actions as may be necessary to maintain all required licenses or other regulatory approvals necessary for the conduct of its business or operations and the performance of its
obligations under any of the Material Contracts. 
 (b) From the date of this Agreement through each Closing Date, the Seller
will not engage in any activities that would cause any Issuer (i) to have income that is effectively connected with the conduct of a trade or business within the United States for U.S. federal income tax purposes or (ii) to be subject to
United States federal income tax under Section 882(a) of the Code or the branch profits tax under Section 884 of the Code, or (iii) to be required to report any item of income on any tax return that is treated as effectively connected
with the 

  
 18 









 
conduct of a trade or business of such Issuer in the United States for U.S. federal income tax purposes. 
 (c) On the terms and subject to the conditions of this Agreement, the Seller and Cohen, on the one hand, and ATP, on the other hand, shall use their respective commercially reasonable efforts to take, or
cause to be taken, all appropriate action, and do, or cause to be done, and to assist and cooperate with the other Parties in doing all things necessary, proper or advisable under applicable Law or otherwise to consummate and make effective the
Transactions as promptly as practicable, including (i) executing and delivering any additional instruments necessary, proper or advisable to consummate the Transactions, and to carry out fully the purposes of this Agreement, (ii) making
all necessary filings with Governmental Authorities, and thereafter making any other required submissions, with respect to the transactions contemplated hereby required under any applicable Law, (iii) obtaining written confirmation from the
Rating Agencies that no withdrawal, reduction or suspension with respect to any then current rating, if any, by the Rating Agencies (including any private or confidential rating) of any class of notes issued under the applicable Indenture will occur
as a result of the assignment of such CDO Agreement to ATP, and (iv) using commercially reasonable efforts to obtain all consents of any Governmental Authority or Third Party, including, without limitation, consent of the Required Holders, the
Issuers and TD Bank, N.A. necessary for the consummation of the Transaction; provided, however, that none of the Seller, Cohen, ATP or any of their respective Affiliates shall be required to engage in any litigation, bring any claims
or offer or grant any financial concessions or accommodations to (or accept any restrictions imposed by) any Governmental Authority or Third Party. The Seller and Cohen, on the one hand, and ATP, on the other hand, shall cooperate with each other in
connection with the making of any filings or obtaining any consents in accordance with this Section 6(c), including providing copies of any such filings to the non-filing party and its advisors prior to filing and discussing all reasonable
additions, deletions or changes suggested in connection therewith. All fees payable to any Governmental Authority in connection with the filings pursuant to this Section 6(c) shall be paid by the Seller. The Seller and Cohen, on the one hand,
and ATP, on the other hand, shall furnish to each other all information required for any application or other filing to be made pursuant to the rules and regulations of any applicable Law in connection with the Transactions. 

(d) Intentionally Omitted. 
 (e) Prior to the termination of this Agreement pursuant to Section 10 or the occurrence of a Closing with respect to all of the CDO Agreements, the Seller and Cohen will not, and will cause their
Affiliates, and the officers, directors, employees, agents, advisers and other representatives of any of the foregoing not to directly or indirectly solicit the submission of proposals or offers from a Third Party relating to a Similar Transaction,
enter into a Similar Transaction, or participate in negotiations about a Similar Transaction. 
 (f) Each of the Parties agrees
that from and after the initial Closing, the Parties shall (i) cooperate with each other in providing information reasonably required by the other Party in connection with Third Party Claims against any Party (including, without limitation, any
litigation), the preparation and audit of financial statements, insurance audits and governmental investigations; provided, that the out-of-pocket costs of providing such information shall be borne by the Party requesting such information,
and (ii) execute and deliver 

  
 19 









 
or cause to be executed and delivered (shall execute and deliver or cause to be executed and delivered) to each other such additional instruments or other documents, and cooperate and do such
other acts and things, all as the other Party may reasonably request for the purpose of carrying out the intent of this Agreement and the transactions contemplated by this Agreement and the other Transaction Documents. On or prior to each Closing,
the Seller and Cohen shall deliver to ATP (i) all related closing documents, CD-ROMs, original Transaction Documents (and all amendments, supplements, waivers and modifications thereof) used by the Seller or Cohen in connection with the
performance by the Seller of its obligations under the related CDO Agreements and (ii) all related monthly reports, notices and other records (including computer records) in its possession. 

(g) None of the Seller, Cohen, ATP or any of their respective Affiliates shall issue or cause the publication of any press release or
other public announcement or disclosure with respect to this Agreement or the transactions contemplated hereby without prior consent of the Seller, Cohen and ATP, and each of the Seller, Cohen and ATP shall keep (and shall cause their respective
Affiliates to keep) this Agreement and the transactions contemplated hereby confidential, in each case, except as may be (i) required by Law, subpoena, judicial order or the rules (or practices) of any applicable securities exchange or
regulator or (ii) consistent with customary practices of such Person or its Affiliates relating to the disclosure of investments by such Person or any Affiliate thereof to its investors. Each of (i) the Seller and Cohen on the one hand and
(ii) ATP on the other hand hereby agrees that it shall give the other party prior written notice of any contemplated public announcement or other disclosure which shall reference this Agreement or the transactions contemplated hereby. Such
other party shall be given a reasonable opportunity to comment on such contemplated public announcement or disclosure (before such public announcement or other disclosure is made) and the reasonable comments of such other party (if made on a timely
basis) shall be incorporated in such public announcement or other disclosure. 
 (h) In the event that the Seller shall receive
any payment of Collateral Management Fees after any Closing Date from any Issuer under any Assigned CDO Agreement relating to such Closing Date that does not consist entirely of Retained Management Fees, the Seller shall promptly, and in any event
no later than three (3) Business Days, following the receipt of such payment, give ATP written notice of such receipt and remit to ATP the portion of such payment that does not constitute Retained Management Fees. 

(i) The Seller shall hold any amounts received by the Seller to which ATP is entitled under Section 6(h) in trust and agree that
Seller shall have no right, title or interest whatsoever in such amounts. Any remittance required by Section 6(h) shall be made in the currency received in immediately available funds, without withholding, set-off, deduction or counterclaim of
any type, by wire transfer to the account set forth on Schedule 6(i), as ATP may amend from time to time upon written notice to the Seller. 
 (j) In the event that ATP shall receive any payment of Collateral Management Fees after any Closing Date from any Issuer under any Assigned CDO Agreement relating to such Closing Date that consists of
Retained Management Fees, ATP shall promptly, and in any event no later than three (3) Business Days, following the receipt of such payment, remit to the Seller the portion of such payment that constitutes Retained Management Fees. 

  
 20 









  
 (k) ATP shall hold any
amounts received by ATP to which the Seller is entitled under Section 6(j) in trust and agrees that ATP shall have no right, title or interest whatsoever in such amounts. Any remittance required by Section 6(j) shall be made in the
currency received in immediately available funds, without withholding, set off, deduction or counterclaim of any type, by wire transfer to such account set forth on Schedule 3(c), as the Seller may amend from time to time upon written
notice to ATP. 
 (l) The Seller hereby represents that Schedule 6(l) sets forth a list of employees of the Seller
or Cohen, and employees of Affiliates of the Seller or Cohen that currently perform the obligations of the Seller under the CDO Agreements. So long as the Cohen Services Agreement remains in effect, ATP covenants and agrees on its behalf and on the
behalf of its Affiliates that it shall not, without the prior written consent of Seller, solicit for employment the employees listed with an “*” on Schedule 6(l) (the “Key Employees”) or induce any Key Employee to
terminate his or her employment with Seller or its Affiliates. Each of the Seller, Cohen and ATP agree that ATP shall have the right to conduct due diligence with respect to the business, accounting and operations of the Issuers. 

(m) The Seller or Cohen shall provide ATP with a copy of any written notice, promptly upon receipt thereof, of any default, Event of
Default (as defined in the applicable CDO Agreement), cause for removal of the Collateral Manager, proposed amendment or waiver of or under any CDO Agreement, or solicitation documents sent by holders of the Clients’ outstanding securities to
remove the Collateral Manager, whether for “cause” or without “cause.” 
 (n) Prior to the termination of
this Agreement pursuant to Section 10 or the final Closing Date, the Seller shall not amend or waive any of its rights under any CDO Agreement without the prior written consent of ATP. 

(o) Prior to the termination of this Agreement pursuant to Section 10 or the final Closing Date, the Seller or Cohen shall provide
ATP with a copy, promptly upon receipt thereof, of any monthly report, prepayment date report, or notice from any Rating Agency relating to, or arising out of, their rights, duties and obligations as Collateral Managers. 

(p) Prior to the termination of this Agreement pursuant to Section 10 or the final Closing Date, the Seller shall not cause any
Issuer to (i) enter into any hedge agreement or incur any debt, issue any liability or agree to or suffer to exist any lien upon such Issuer’s assets unless (A) such liability is incurred in the ordinary course of business and
(B) the Seller has given ATP prior notice of the incurrence of such liability or (ii) agree to any amendment, restructuring, waiver or workout with respect to any of the Issuer’s assets unless (A) such amendment, restructuring,
waiver or workout is entered into in the ordinary course of business following consultation with ATP and (B) the Seller has given ATP prior notice of such amendment, restructuring, waiver or workout. The Seller hereby represents that
Schedule 6(p) sets forth a list of the Issuer asset amendments, restructurings, waivers and workouts being worked on by the Seller as of the date of this Agreement. 

(q) The Seller and ATP shall promptly pay all costs and expenses incurred by it in connection with the Transactions. The Seller shall pay
all of its costs and expenses, including the fees and expenses arising out of or relating to the confirmations by the Rating 

  
 21 









 
Agencies and the notices to (and consents of) the noteholders, equityholders or other Persons; provided, however, that neither Cohen nor the Seller shall be required to offer or grant any
financial concessions or accommodations in connection with the notices to (and consents of) the noteholders, equityholders or other Persons. 
 (r) From the date of this Agreement through each Closing, the Seller shall take no action that materially adversely affects the ability of any Party to (i) obtain the consent of the Required Holders
or Rating Agencies to the transactions contemplated in this Agreement or (ii) perform its covenants and agreements under this Agreement. 
 (s) The Seller and Cohen agree that for so long as ATP shall remain the Collateral Manager under the CDO Agreements, neither the Seller nor Cohen shall revoke the existing IP Licenses granting the Issuers
the right to use the “Alesco” trade names. 
 (t) From and after the Closing, ATP covenants and agrees that it shall
not interfere or object to the payment by the Issuers, or the Trustees, of the fees and expenses set forth on Schedule 4(p), including any valid fees (of the same nature and payable to the parties identified on Schedule 4(p) under
the heading “Future Approved Fees and Expenses”) that accrue in accordance with the terms of the applicable Indenture after the Closing. 
 Section 7. Closing. 
 (a) The entry into the Assignments and the
transfer of any Assigned CDO Agreement and Assigned Related Asset (each a “Closing”) shall take place on or before the third Business Day following the satisfaction (or, to the extent permitted by Law, waiver by the Party entitled
to the benefit thereof) of the conditions set forth in Section 8 and Section 9 with respect to such Assigned CDO Agreement or Assigned Related Asset, or at such other time and date as shall be agreed between the Seller and ATP. For
purposes of this Agreement, “Closing Date” means, with respect to each Assigned CDO Agreement and Assigned Related Asset, the date on which the Closing occurred with respect to such Assigned CDO Agreement and Assigned Related Asset.

 (b) At each Closing: 
 (i) The Seller shall deliver to ATP an Assignment and Assumption Agreement in the form attached hereto as Exhibit A (the “Assignment and Assumption Agreement”) and such other
bills of sale, assignments and other instruments of transfer relating to the Assigned CDO Agreements and the Related Assets being assigned by the Seller as of such Closing and as shall be reasonably requested by ATP, if any (collectively, the
“Assignments”), duly executed by the Seller, in form and substance reasonably satisfactory to ATP; and 
 (ii) ATP shall deliver to the Seller, (1) an Assignment and Assumption Agreement and such other instruments as shall be reasonably requested by the Seller, if any, to evidence the assumption by ATP
of the Assumed Liabilities being assumed as of such Closing, if any, duly executed by ATP, in form and substance reasonably satisfactory to the Seller, and (2) counterpart signature pages to the Assigned CDO Agreements, all duly executed by
ATP. 

  
 22 









  
 Section 8.
Conditions to the Obligations of ATP. The obligations of ATP to accept and assume the obligations of the Seller under any Assigned CDO Agreement and the Related Assets are subject to the satisfaction (or written waiver by ATP) at or prior to
the applicable Closing of the following conditions: 
 (a) (i) The representations and warranties of the Seller and
Cohen made in this Agreement shall be true and correct as of the date hereof and as of the applicable Closing Date as though made on such Closing Date, except to the extent such representations and warranties expressly relate to an earlier date (in
which case such representations and warranties shall be true and correct on and as of such earlier date) and (ii) no event or condition shall have occurred since the date of this Agreement that would have made any representation of the Seller
or Cohen pursuant to Section 4(e), (g), (h)(ii), (h)(iv) or (p) fail to be true and correct if such representation were made as of the Closing Date (instead of, as set forth therein, as of the date of this Agreement). 

(b) The Seller and Cohen shall have performed or complied with all obligations and covenants required by this Agreement to be performed
or complied with by the Seller and Cohen by the time of such Closing. 
 (c) Between the date of this Agreement and the Closing
Date, no fact, circumstance, development or event shall have occurred that, individually or in the aggregate, has had or would reasonably be expected to have a Seller/Cohen Material Adverse Effect. 

(d) With respect to the Assigned CDO Agreements, the Required Holders and TD Bank, N.A. shall have executed and delivered written
instruments consenting to the related Assignment and Assumption Agreement providing for, among other things, the assignment of the Assigned CDO Agreements to ATP and directing the Issuer (or the Trustee, as the case may be) to consent to the
assignment of the Assigned CDO Agreements to ATP; such executed written consents shall be in full force and effect and in substantially the form attached as Exhibit B; and copies of such written consents shall have been provided to ATP.

 (e) With respect to the Assigned CDO Agreements, the applicable Issuer shall have executed and delivered a written instrument
consenting to the related Assignment and Assumption Agreement providing for, among other things, the assignment of the Assigned CDO Agreements to ATP; such written consent shall be in full force and effect and in substantially the form attached as
Exhibit C; and a copy of such written consent shall have been provided to ATP. 
 (f) With respect to the Assigned
CDO Agreements, the Rating Agencies shall have confirmed in writing (including, without limitation, by press release, to the extent consistent with a Ratings Agency’s procedures) to the applicable Issuer, the applicable Trustee and the Seller
that no withdrawal, reduction or suspension with respect to any then current rating, if any, by the Rating Agencies (including any private or confidential rating) of any class of notes issued under the applicable Indenture will occur as a result of
the related Assignment and Assumption Agreement providing for, among other things, the assignment of the Assigned CDO Agreements to ATP. With respect to the Closing relating to the CDO Agreements listed on Schedule 1.1 as items one
(1) through three (3) only, Sandler O’Neill & Partners, L.P. shall have executed and delivered a written instrument consenting to the assignment of the Sandler Sub-Advisory


  
 23 









 
Agreements to ATP. Such written consent shall be in full force and effect and a copy of such written consent shall have been provided to ATP. 

(g) There shall not be pending or threatened by any Governmental Authority any Proceeding (or by any other person any Proceeding that has
a reasonable likelihood of success) challenging, seeking to restrain or prohibit, or make illegal the Transaction. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law, or Judgment (whether temporary,
preliminary or permanent) in any case which is in effect and which prevents or prohibits consummation of the Transaction. 
 (h)
The Seller and ATP shall have entered into a services agreement with respect to the CDO Agreements being assigned as of such Closing in substantially the form attached hereto as Exhibit F (the “Cohen Services Agreement”).

 (i) With respect to the initial Closing only, (i) the Assigned Assets to be assigned by the Seller to ATP at such
Closing include the CDO Agreements listed on Schedule 1.1 as items 10 through 17, (ii) Cohen Brothers and ATP shall have entered into a voting agreement in substantially the form attached hereto as Exhibit E (the “Voting
Agreement”), (iii) the Escrow Deposit of $11,726,811 shall be deposited by ATP with the Escrow Agent and the Seller and ATP shall have entered into the Escrow Agreement, and (iv) the initial service fee of $1,891,421 payment for
the CDO Agreements assigned at the Initial Closing, as set forth in Schedule 8(i), shall be paid by ATP to Cohen simultaneously with the initial Closing pursuant to the Cohen Services Agreement. At any subsequent Closing, (A) the initial
service fee payment for the CDO Agreement assigned at such subsequent Closing, as set forth in Schedule 8(i), shall be paid by ATP to Cohen simultaneously with the subsequent Closing, and (B) the applicable Escrow Deposit shall be
deposited by ATP with the Escrow Agent. 
 (j) With respect to the initial Closing only, pursuant to Section 6(l), ATP has
concluded its due diligence relating to the business, accounting and operations of the Issuers and the results of such due diligence have been satisfactory in the sole discretion of ATP. 

(k) No waiver or amendment of any CDO Agreement shall have occurred prior to the Closing without the prior written consent of ATP.

 (l) All amendments to the CDO Agreements shall have been duly executed and delivered by the Seller. 

(m) ATP shall have received (i) a certificate signed by an authorized officer of the Seller and Cohen as to the satisfaction of the
conditions contained in paragraphs (a) through (e) of this Section 8 and (ii) an opinion of Cozen O’Connor, in form and substance reasonably satisfactory to ATP and its counsel, (A) covering the due authorization,
execution and delivery of this Agreement and the Assignments by the Seller and Cohen, (B) covering the enforceability of this Agreement, the Assignments, the Cohen Services Agreement and the Voting Agreement, against the Seller, Cohen and Cohen
Brothers and (C) stating, subject to customary assumptions, that the execution, delivery and performance of the Assignments providing for, among other things, the assignment of the CDO Agreements as set forth in the Assignments is authorized or
permitted by the CDO Agreements. 

  
 24 









  
 Section 9.
Conditions to the Obligations of the Seller and Cohen. The obligations of the Seller to assign and transfer its obligations under any Assigned CDO Agreement and its right, title and interest in and to the Related Assets are subject to the
satisfaction (or written waiver by the Seller) at or prior to the applicable Closing of the following conditions: 
 (a) The
representations and warranties of ATP made in this Agreement shall be true and correct in all material respects as of the applicable Closing Date as though made on such Closing Date, except to the extent such representations and warranties expressly
relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date). 
 (b) ATP shall have performed or complied with all obligations and covenants required by this Agreement to be performed or complied with by ATP by the time of the Closing. 

(c) Between the date of this Agreement and the Closing Date, no fact, circumstance, development or event shall have occurred that,
individually or in the aggregate, has had or would reasonably be expected to have an ATP Material Adverse Effect. 
 (d) With
respect to the Assigned CDO Agreements, the Required Holders and TD Bank, N.A. shall have executed and delivered written instruments consenting to the related Assignment and Assumption Agreement providing for, among other things, the assignment of
the Assigned CDO Agreements to ATP and directing the Issuer to consent to the assignment of the Assigned CDO Agreements to ATP. With respect to of the Closing relating to the CDO Agreements listed on Schedule 1.1 as items one (1) through
three (3) only, Sandler O’Neill & Partners, L.P. shall have executed and delivered a written instrument consenting to the assignment of the Sandler Sub-Advisory Agreements to ATP. Such written consents shall be in full force and
effect and in substantially the form attached as Exhibit B; and copies of such executed written consents shall have been provided to ATP. 
 (e) With respect to the Assigned CDO Agreements, the applicable Issuer shall have executed and delivered a written instrument consenting to the related Assignment and Assumption Agreement providing for,
among other things, the assignment of the Assigned CDO Agreements to ATP; such written consent shall be in full force and effect and in substantially the form attached as Exhibit C; and a copy of such written consent shall have been
provided to ATP. 
 (f) With respect to the Assigned CDO Agreements, the Rating Agencies shall have confirmed in writing
(including, without limitation, by press release, to the extent consistent with a Ratings Agency’s procedures) to the applicable Issuer, the applicable Trustee and the Seller that no withdrawal, reduction or suspension with respect to any then
current rating, if any, by the Rating Agencies (including any private or confidential rating) of any class of notes issued under the applicable Indenture will occur as a result of the related Assignment and Assumption Agreement providing for, among
other things, the assignment of the Assigned CDO Agreements to ATP. 
 (g) There shall not be pending or threatened by any
Governmental Authority any Proceeding (or by any other person any Proceeding that has a reasonable likelihood of 

  
 25 









 
success) challenging, seeking to restrain or prohibit, or make illegal the Transaction. No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Law or Judgment
(whether temporary, preliminary or permanent), in any case which is in effect and which prevents or prohibits consummation of the Transaction. 
 (h) Each of the applicable Issuers and Trustees shall have received from ATP a duly executed counterpart signature page to the Assigned CDO Agreements being assigned as of such Closing. 

(i) The Seller and ATP shall have entered into the Cohen Services Agreement. 

(j) Cohen Brothers and ATP shall have entered into the Voting Agreement. 

(k) The Seller shall have received an opinion or opinions of Hunton & Williams LLP, counsel to ATP, in form and substance
reasonably satisfactory to the Seller and their counsel, covering the due authorization, execution and delivery of this Agreement and the Assignments by ATP and the enforceability of this Agreement and the Assignments against ATP. 

(l) The Seller shall have received a certificate signed by an authorized officer of ATP as to the satisfaction of the conditions
contained in paragraphs (a) and (b) of this Section 9. 
 Section 10. Termination. 

(a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Assignment and the other
transactions contemplated by this Agreement abandoned at any time prior to the initial Closing and, after the initial Closing this Agreement insofar as it applies to any transactions contemplated at any subsequent Closings may be abandoned:

 (i) by mutual written consent of the Seller, Cohen and ATP; 

(ii) by ATP in writing if (i) the Seller or Cohen shall have breached or failed to perform any of their respective
representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (A) would give rise to the failure of a condition set forth in Section 8, and (B) cannot be or has not been
cured on or prior to the applicable End Date; provided, however, that ATP is not then in breach of any of its covenants or agreements contained in this Agreement, (ii) if, as of any date, an event or condition shall have occurred
which would have made any representation of the Seller or Cohen pursuant to Section 4(e), (g), (h)(ii) or (h)(iv) to fail to be true and correct if such representation were made as of such date (instead of, as set forth therein, as of the date
of this Agreement) or (iii) ATP has notified the Seller and Cohen pursuant to Section 6(l) that the results of its due diligence with respect to the business, accounting and operations of the Issuers have not been satisfactory in the sole
discretion of ATP; 

  
 26 









  
 (iii)
by the Seller and Cohen in writing if ATP shall have breached or failed to perform any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would give rise to the
failure of a condition set forth in Section 9, and (ii) cannot be or has not been cured on or prior to the applicable End Date; provided, however, that neither the Seller nor Cohen is then in breach of any of its covenants or
agreements contained in this Agreement; or 
 (iv) by the Seller and Cohen or ATP, (A) if the initial
Closing does not occur on or prior to July 30, 2010 (or, such later date as may be agreed to in writing by ATP acting in good faith not later than August 15, 2010, or such later date as may be agreed to in writing by the Seller and ATP),
or (B) if, subsequent to the initial Closing, a Closing or Closings relating to an aggregate of 50% of the Assigned Assets (measured according to the purchase price allocation set forth on Schedule 3(a)) does not occur by August 31,
2010 (or, such later date as may be agreed to in writing by ATP acting in good faith not later than August 31, 2010, or such later date as may be agreed to in writing by the Seller and ATP), or (C) October 1, 2010, or such later date
as may be agreed to in writing by the Seller and ATP (each such date, as applicable, an “End Date”); provided, however, that no Party shall be entitled to terminate this Agreement pursuant to this clause (iv) if
the failure to consummate the applicable Closing is a result of such Party’s material breach of this Agreement. 
 (b) In
the event of termination by the Seller and Cohen or ATP pursuant to this Section 10 at any time (i) prior to the initial Closing under this Agreement, written notice thereof shall forthwith be given to the other and the transactions
contemplated by this Agreement shall be terminated, without further action by any Party or (ii) subsequent to the initial Closing under this Agreement, written notice thereof shall forthwith be given to the other and the transactions
contemplated by this Agreement that are contemplated to occur after the date of such termination and that do not relate to transactions in connection with a Closing that has occurred, shall be terminated, without further action by any Party.

 (c) If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in this
Section 10 at any time (i) prior to the initial Closing under this Agreement, this Agreement shall become null and void and of no further force and effect without further liability of any Party, except for the provisions of Sections 6(d),
(g) and (o), 11 and 12 or (ii) after the initial Closing under this Agreement, this Agreement shall (A) remain in full force and effect with respect to the transactions consummated in connection with each Closing that has occurred
prior to such termination and (B) become null and void and of no further force and effect without further liability of any Party, except for the provisions of Sections 6(d), (g) and (q), 11 and 12 with respect to all other transactions
contemplated hereby. Nothing in this Section 10 shall be deemed to release any Party from any liability for any breach by such Party of any of its covenants or agreements under this Agreement. 

  
 27 









  
 Section 11.
Indemnification. 
 (a) Indemnification. 

(i) The Seller and Cohen jointly and severally agree to indemnify, defend and hold harmless ATP and its Affiliates and all
of their respective officers, managers, directors, members, partners, employees, agents, successors and assigns (the “ATP Indemnified Persons”) from and against any Losses actually incurred by such ATP Indemnified Persons arising
out of or resulting from (i) any breach by the Seller or Cohen of any representation or warranty of the Seller contained in this Agreement or any other Contract executed by the Parties in connection with any related Transaction, (ii) any
breach by the Seller or Cohen of any covenant contained in this Agreement or any other Contract executed by the Parties in connection with the related Transactions, (iii) any related Retained Liabilities or (iv) the Issuer (A) having
income that is effectively connected with the conduct of a trade or business within the United States for U.S. federal income tax purposes, (B) being subject to United States federal income tax under Section 882(a) of the Internal Revenue
Code of 1986, as amended (the “Code”), or a branch tax under Section 884 of the Code or (C) reporting any item of income on any tax return that would be treated as effectively connected with the conduct of a trade or
business of the Issuer in the United States for U.S. federal income tax purposes. 
 (ii) ATP agrees to
indemnify, defend and hold harmless the Seller, Cohen and their respective Affiliates and all of their respective officers, managers, directors, shareholders, members, partners, trustees, employees, agents, successors and assigns (the
“Seller Indemnified Persons”) from and against any Losses actually incurred by the Seller Indemnified Persons arising out of or resulting from (i) any breach by ATP of any representation or warranty of ATP contained in this
Agreement, (ii) any breach by ATP of any covenant contained in this Agreement or any other Contract executed by the Parties in connection with the related Transactions or (iii) any related Assumed Liabilities. 

(iii) For the purposes of determining the amount of any Losses related to any claim for indemnification pursuant to
Section 11(a)(i) or Section 11(a)(ii) and any limitations on indemnification pursuant to Section 11(c), such Losses shall be considered without regard to any “material,” “Material Adverse Effect,” or similar
qualifications set forth herein. 
 (b) Procedures for Indemnification. 

(i) If any ATP Indemnified Person or Seller Indemnified Person (each an “Indemnified Person”) shall claim
indemnification hereunder for any claim (other than a Third Party Claim) for which indemnification is provided in Section 11(a), the Indemnified Person shall promptly, and in any event within one hundred twenty (120) days, after such
Indemnified Person first becomes aware of facts that give rise to the basis for such claim, give written notice (a “Notice of Claim”) to the Seller and Cohen or ATP, as applicable, setting forth the basis for such claim and the
nature and estimated amount of the claim (which estimated amount shall include, without limitation, an 

  
 28 









 
estimate of the Losses that may be incurred in connection with defending any such claim), all in reasonable detail. The failure to give a Notice of Claim to the Indemnifying Person shall not
relieve the Indemnifying Person of any liability hereunder unless the Indemnifying Person was actually prejudiced by such failure and then only to the extent of such prejudice. If the Seller and Cohen or ATP, as applicable, disputes any claim set
forth in the Notice of Claim, it shall deliver to such Indemnified Person that has given the Notice of Claim a written notice indicating its dispute of such Notice of Claim in reasonable detail (an “Objection Notice”) within thirty
(30) days after the date the Notice of Claim is given (the “Response Period”). 
 (ii) If
an Indemnified Person shall make a Third Party Claim for which indemnification is provided in Section 11(a), the Indemnified Person shall promptly, and in any event within ninety (90) days, after such Indemnified Person first becomes aware
of facts which give rise to the basis for such claim, give written notice (a “Third Party Notice”) to the Seller and Cohen or ATP, as applicable (each, an “Indemnifying Person”), of the basis for such claim, setting
forth the nature of the claim or demand in reasonable detail, and the estimated amount of the claim (which estimated amount shall include, without limitation, an estimate of the Losses that may be incurred in connection with defending any such
claim). The failure to give a Third Party Notice to the Indemnifying Person shall not relieve the Indemnifying Person of any liability hereunder unless the Indemnifying Person was actually prejudiced by such failure and then only to the extent of
such prejudice. The Indemnifying Person shall be entitled to participate therein and, to the extent that it wishes (but subject to the consent of the Indemnified Person), to assume the defense thereof with counsel reasonably satisfactory to such
Indemnified Person so long as the Indemnifying Person notifies the Indemnified Person in writing within sixty (60) days after the Indemnified Person has given a Third Party Notice to the Indemnifying Person that the Indemnifying Person will
indemnify the Indemnified Person from and against the entirety of any Losses the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, and the Indemnifying Person assumes the defense of
the Proceeding. If the Indemnifying Person (with the consent of the Indemnified Person) assumes the defense of such claim, the Indemnifying Person shall not be liable to such Indemnified Person under such section for any fees of other counsel or any
other expenses, incurred by such Indemnified Person in connection with the defense thereof; provided, however, that in the event that the interests of the Indemnified Person and the Indemnifying Person are, or may reasonably become, in
conflict with or adverse to one another with respect to such Third Party Claim, the Indemnified Person may retain its own counsel at the Indemnifying Person’s expense with respect to such Third Party Claim. If an Indemnifying Person assumes the
defense of such an action, (i) no compromise or settlement thereof may be effected by the Indemnifying Person without the Indemnified Person’s consent (which shall not be unreasonably withheld, conditioned or delayed) unless (A) there
is no finding or admission of any violation of law or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Person and (B) the sole relief provided is monetary damages that are paid
in full by the Indemnifying Person and (ii) the Indemnifying Person shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld, conditioned or delayed). If
notice is given to an Indemnifying Person of the 

  
 29 









 
commencement of any action and it does not, within sixty (60) days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the
defense thereof (or the Indemnifying Person does not consent to the election by the Indemnifying Person to assume the defense thereof), the Indemnified Person shall, at the expense of the Indemnifying Person, undertake the defense of (with counsel
selected by the Indemnified Person and reasonably acceptable to the Indemnifying Person) such claim, liability or expense, and shall have the right to compromise or settle such claim, liability or expense with the consent of the Indemnifying Person.

 (c) Limitations on Indemnification. 
 (i) No ATP Indemnified Person shall be entitled to indemnification pursuant to Section 11(a)(i), unless and until the aggregate Losses incurred by all ATP Indemnified Persons in respect of all claims
under Section 11(a) collectively exceed $50,000 whereupon ATP Indemnified Persons shall be entitled to indemnification hereunder (subject to the other provisions of this Section 11) from the Seller or Cohen for all such Losses incurred by
ATP Indemnified Persons in excess of such $50,000 deductible. Notwithstanding the foregoing, the limitations set forth in this Section 11(c)(i) shall not apply to claims for indemnification pursuant to Section 11(a)(i) that relate to the
representations and warranties contained in Section 4(n) or pursuant to Section 11(a)(i)(ii). 
 (ii)
No Seller Indemnified Person shall be entitled to indemnification pursuant to Section 11(a)(ii), unless and until the aggregate Losses incurred by all Seller Indemnified Persons in respect of all claims under Section 11(a) collectively
exceed $50,000 whereupon Seller Indemnified Persons shall be entitled to indemnification hereunder (subject to the other provisions of this Section 11) from ATP for all such Losses incurred by Seller Indemnified Persons in excess of such
$50,000 deductible. Notwithstanding the foregoing, the limitations set forth in this Section 11(c)(ii) shall not apply to claims for indemnification pursuant to Section 11(a)(i) that relate to the representations and warranties contained
in Section 5(f) or pursuant to Section 11(a)(ii)(ii). 
 (iii) No Party shall be
entitled to indemnification pursuant to Section 11(a)(i)(i) or Section 11(a)(ii)(i), as the case may be, unless the party seeking indemnification notifies the other party of a claim specifying the factual basis of the claim in reasonable
detail on or before the fifth (5th) anniversary of
the initial Closing hereunder, in which case, the survival period shall continue until such claim is fully resolved. 
 (iv) Except as set forth in (vi) and (vii) below, the maximum aggregate liability of the Seller to ATP and ATP Indemnified Persons for indemnification under Section 11(a)(i)(i) of this
Agreement shall not exceed the sum of (A) the aggregate Base Purchase Price paid for the Assigned CDO Agreements, (B) the amount of the Service Fees and (C) the aggregate of Losses that constitute out-of-pocket costs of such ATP
Indemnified Persons. 

  
 30 









  
 (v)
Except as set forth in (vi) and (vii) below, the maximum aggregate liability of Cohen to ATP and ATP Indemnified Persons for indemnification under Section 11(a)(i) of this Agreement shall not exceed the then applicable Cohen
Indemnification Limit. 
 (vi) The maximum aggregate liability of the Seller and Cohen to ATP and ATP Indemnified
Persons for indemnification under (A) Section 11(a)(i)(ii) in connection with a breach of Section 6(b) of this Agreement or (B) Section 11(a)(i)(iv) of this Agreement shall not exceed the then applicable Tax Indemnification Limit.

 (vii) Each of the Seller, Cohen and ATP hereby agrees that the liability of the Seller and Cohen to ATP and
ATP Indemnified Persons if this Agreement is terminated by ATP and the transactions contemplated hereby are abandoned as described in Section 10(a)(ii)(i) as a result of breach or failure by the Seller or Cohen of any of their respective
representations or warranties prior to the initial Closing under this Agreement, be deemed to be equal to ATP’s out-of-pocket expenses. 
 (viii) ATP and ATP Indemnified Persons shall not be entitled to indemnification in connection with a claim under Section 11(a)(i)(iv) of this Agreement, if such Loss arises out of or relates to a
change, following a Closing Date, by ATP or in the business of managing the Assigned CDO Agreements or a change, following a Closing Date, by ATP in the United States federal income tax reporting positions heretofore taken by or on behalf of the
Issuer or Issuers, in question, but only to the extent such change in operations or reporting is not required or permitted under the Assigned CDO Agreements. 
 (d) The amount of any Losses for which indemnification is provided for under this Agreement shall be (i) reduced by any amounts actually realized as a result of any indemnification, contribution or
other payment by any Third Party, (ii) reduced by any insurance proceeds or other amounts actually recovered or received from third parties with respect to such Losses; provided that the amount of any insurance proceeds received by an
Indemnified Person shall be equal to the difference between (A) the actual after-tax amount of such proceeds less any deductible paid by the applicable Indemnified Person and (B) the net present value (as determined by the applicable
Indemnified Person in good faith) of the aggregate incremental premium costs which are incurred by an Indemnified Person as a consequence of the Loss or event which gives rise to the payment of insurance proceeds and (iii) reduced by any Net
Tax Benefit actually realized in the year of the Loss from the incurrence or payment of any such Losses. For purposes of this Section 11, a Net Tax Benefit is actually realized in the year of the Loss only if it results in a reduction of the
amount of Taxes actually paid by the Indemnified Person in the taxable year in which the Loss occurs. 
 (e) If an Indemnified
Person recovers any amount with respect to any Loss that was previously satisfied by the Indemnifying Person such Indemnified Person shall promptly pay such amount to such Indemnifying Person. 

(f) An action for Losses under this Section 11 constitutes the sole and exclusive monetary remedy with respect to this Agreement.


  
 31 









  
 (g) Notwithstanding
anything to the contrary set forth in this Agreement, none of the Seller, Cohen and ATP shall have any obligation to indemnify any other party or their respective Indemnified Persons from and against special, indirect consequential, or punitive
damages, lost profits or loss of or diminution in value. 
 Section 12. Miscellaneous. 

(a) This Agreement may be executed in one or more counterparts (including by facsimile or portable document format (PDF)), all of which
shall be considered an original copy of one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. 

(b) This Agreement, along with the schedules hereto, contains the entire agreement and understanding between the Parties with respect to
the subject matter hereof and supersede all prior agreements and understandings relating to such subject matter. 
 (c) All
notices or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand or sent by facsimile or sent, postage prepaid, by registered, certified or express mail or overnight courier service and
shall be deemed given when so delivered by hand or facsimile, or if mailed, three days after mailing (one (1) Business Day in the case of express mail or overnight courier service), as follows: 

(i) if to ATP: 
  

			
	ATP Management LLC
	c/o Fortress Investment Group LLC
	1345 Avenue of the Americas,
46th Floor
	New York, New York 10105
	Telephone:	 	(212) 479-1505
	Facsimile:	 	(212) 798-6090
	Attention:	 	Rick Noble
	
	with copies, which shall not constitute notice, to:
	
	Joel A. Holsinger
	Fortress Investment Group LLC
	400 Galleria Parkway
	Suite 1500
	Atlanta, GA 30339
	Telephone:	 	(678) 385-5905
	Facsimile:	 	(678) 550-9105


  
 32 










			
	Joshua Pack
	Fortress Investment Group
	10250 Constellation Blvd., Suite 2350
	Los Angeles, CA 90067
	Telephone:	  	(310) 228-3015
	Facsimile:	  	(310) 228-3031
	
	Hunton & Williams LLP
	600 Peachtree Street, N.E., Suite 4100
	Atlanta, GA 30308
	Facsimile:	  	(404) 602-8669
	Attention:	  	John R. Schneider, Esq.
	
	Hunton & Williams LLP
	Riverfront Plaza, East Tower
	951 East Byrd Street
	Richmond, Virginia 23219-4074
	Facsimile:	  	(804) 343-4833
	Attention:	  	S. Gregory Cope, Esq.

 (ii)
if to Seller or Cohen: 
  

			
	Cohen & Company Inc.
	Circa Centre
	2929 Arch Street
	17th Floor
	Philadelphia PA 19103
	Facsimile:	  	(215) 701-8282
	Attention:	  	Joseph Pooler, Chief Financial Officer
	
	and to:
	
	Cohen & Company Financial Management, LLC
	135 East 57th Street, 21st
Floor
	New York, NY 10022
	Facsimile:	  	(646) 673-8100
	Attention:	  	Rachael Fink, Esq., General Counsel
	
	with copies, which shall not constitute notice, to:
	
	Cozen O’Connor
	1900 Market Street
	Philadelphia, PA 19103
	Facsimile:	  	(215) 701-2228
	Attention:	  	Anna M. McDonough, Esq.


  
 33 









  
 (d) Each Party
irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of
any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each of the Seller and ATP agrees to commence any such action, suit or proceeding either in the United States District Court for the Southern
District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each of the Seller, Cohen and ATP further agrees that
service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to
which it has submitted to jurisdiction in this Section 12. Each of the Seller, Cohen and ATP irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the
transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 

(e) Each of the Parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were
not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms
and provisions of this Agreement exclusively in a state or federal court located in New York, New York. 
 (f) No waiver of any
of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision of this Agreement, whether or not similar, nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.

 (g) This Agreement shall be governed by and construed in accordance with the laws of the State of New York. 

(h) Each Party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to
any litigation directly or indirectly arising out of, under or in connection with this Agreement or any transaction contemplated hereby. Each Party (i) certifies that no representative, agent or attorney of any other Party has represented,
expressly or otherwise, that such other Party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Parties have been induced to enter into this Agreement by, among other
things, the mutual waivers and certifications in this Section 12. 
 (i) Except as otherwise provided herein, all fees and
expenses incurred in connection herewith and the transactions contemplated hereby shall be paid by the Party incurring such expenses, whether or not the transactions contemplated hereby are consummated. 

  
 34 









  
 (j) No amendment,
supplement or modification of this Agreement shall be effective unless in writing signed by all of the Parties. 
 (k) Neither
this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by the Seller and Cohen on the one hand, or ATP, on the other hand (whether by operation of Law or otherwise) without the prior written consent of the other
Parties; provided, however, that, notwithstanding the foregoing, ATP may assign any or all of its rights, interests or obligations under this Agreement to any Affiliate thereof without the consent of the Seller or Cohen. This Agreement
(and all obligations hereunder) is binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns, and nothing in this Agreement, express or implied, other than the rights of the Buyer Indemnified
Persons and the Seller Indemnified Persons pursuant to Section 11, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement. 

[Signature Page Follows.] 

  
 35 









  
 IN WITNESS WHEREOF,
the Parties have duly executed and delivered this Agreement as of the date first above written. 
  

			
	COHEN & COMPANY INC.
		
	By:	 	 /s/ Joseph W. Pooler, Jr.

		 	Name: Joseph W. Pooler, Jr.
		 	Title: Chief Financial Officer
	
	COHEN & COMPANY FINANCIAL MANAGEMENT, LLC
		
	By:	 	 /s/ Joseph W. Pooler, Jr.

		 	Name: Joseph W. Pooler, Jr.
		 	Title: Chief Financial Officer
	
	ATP MANAGEMENT LLC
		
	By:	 	 /s/ Marc K. Furstein

		 	Name: Marc K. Furstein
		 	Title: Chief Operating Officer









  
 Schedule 1.1

 CDO Agreements 
 Collateral Management 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”). 

  

	 	(10)	Collateral Management Agreement, dated as of March 15, 2006, by and between Alesco Preferred Funding X, Ltd. and Cohen Bros. Financial Management, LLC (now known as
“Cohen & Company Financial Management, LLC”). 

  

	 	(11)	Collateral Management Agreement, dated as of June 29, 2006, by and between Alesco Preferred Funding XI, Ltd. and Cohen Bros. Financial Management, LLC (now known as
“Cohen & Company Financial Management, LLC”). 


  
 1 








  

	 	(12)	Collateral Management Agreement, dated as of October 12, 2006, by and between Alesco Preferred Funding XII, Ltd. and Cohen Bros. Financial Management, LLC (now
known as “Cohen & Company Financial Management, LLC”). 

  

	 	(13)	Collateral Management Agreement, dated as of November 30, 2006, by and between Alesco Preferred Funding XIII, Ltd. and Cohen & Company Financial Management, LLC.


  

	 	(14)	Collateral Management Agreement, dated as of December 21, 2006, by and between Alesco Preferred Funding XIV, Ltd. and Cohen & Company Financial Management, LLC.


  

	 	(15)	Collateral Management Agreement, dated as of March 29, 2007, by and between Alesco Preferred Funding XV, Ltd. and Cohen & Company Financial Management, LLC.


  

	 	(16)	Collateral Management Agreement, dated as of June 28, 2007, by and between Alesco Preferred Funding XVI, Ltd. and Cohen & Company Financial Management, LLC.


  

	 	(17)	Collateral Management Agreement, dated as of October 30, 2007, by and between Alesco Preferred Funding XVII, Ltd. and Cohen & Company Financial Management, LLC.


 Sandler Sub-Advisory Agreements 

 

	 	(1)	Financial Sub-Advisory Agreement, dated as of September 25, 2003, by and between Cohen Bros. Financial Management, LLC (now known as “Cohen & Company Financial
Management, LLC”) and Sandler O’Neill & Partners, L.P. 

  

	 	(2)	Financial Sub-Advisory Agreement, dated as of December 19, 2003, by and between Cohen Bros. Financial Management, LLC (now known as “Cohen & Company Financial
Management, LLC”) and Sandler O’Neill & Partners, L.P. 

  

	 	(3)	Financial Sub-Advisory Agreement, dated as of March 25, 2004, by and between Cohen Bros. Financial Management, LLC (now known as “Cohen & Company Financial
Management, LLC”) and Sandler O’Neill & Partners, L.P. 

 Collateral Administration Agreements

  

	 	(1)	Collateral Administration Agreement, dated as of September 25, 2003, by and among Alesco Preferred Funding I, Ltd., Cohen Bros. Financial Management, LLC (now known as
“Cohen & Company Financial Management, LLC”) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association). 


 

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



  
 2 









	 	 
Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association). 



 

	 	(3)	Collateral Administration Agreement, dated as of March 25, 2004, by and among Alesco Preferred Funding III, Ltd., Cohen Bros. Financial Management, LLC (now known
as “Cohen & Company Financial Management, LLC”) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association). 


 

	 	(4)	Collateral Administration Agreement, dated as of May 18, 2004, by and among Alesco Preferred Funding IV, Ltd., Cohen Bros. Financial Management, LLC (now known as
“Cohen & Company Financial Management, LLC”) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association). 


 

	 	(5)	Collateral Administration Agreement, dated as of September 14, 2004, by and among Alesco Preferred Funding V, Ltd., Cohen Bros. Financial Management, LLC (now known as
“Cohen & Company Financial Management, LLC”) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association). 


 

	 	(6)	Collateral Administration Agreement, dated as of December 21, 2004, by and among Alesco Preferred Funding VI, Ltd., Cohen Bros. Financial Management, LLC (now known as
“Cohen & Company Financial Management, LLC”) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association). 


 

	 	(7)	Collateral Administration Agreement, dated as of April 19, 2005, by and among Alesco Preferred Funding VII, Ltd., Cohen Bros. Financial Management, LLC (now known as
“Cohen & Company Financial Management, LLC”) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association). 


 

	 	(8)	Collateral Administration Agreement, dated as of August 4, 2005, by and among Alesco Preferred Funding VIII, Ltd., Cohen Bros. Financial Management, LLC (now known as
“Cohen & Company Financial Management, LLC”) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association). 


 

	 	(9)	Collateral Administration Agreement, dated as of December 15, 2005, by and among Alesco Preferred Funding IX, Ltd., Cohen Bros. Financial Management, LLC (now known as
“Cohen & Company Financial Management, LLC”) and U.S. Bank National Association. 

  

	 	(10)	Collateral Administration Agreement, dated as of March 15, 2006, by and among Alesco Preferred Funding X, Ltd., Cohen Bros. Financial Management, LLC (now known as
“Cohen & Company Financial Management, LLC”) and U.S. Bank National Association. 

  

	 	(11)	Collateral Administration Agreement, dated as of June 29, 2006, by and among Alesco Preferred Funding XI, Ltd., Cohen Bros. Financial Management, LLC (now known as
“Cohen & Company Financial Management, LLC”) and U.S. Bank National Association. 


  
 3 








  

	 	(12)	Collateral Administration Agreement, dated as of October 12, 2006, by and among Alesco Preferred Funding XII, Ltd., Cohen Bros. Financial Management, LLC (now
known as “Cohen & Company Financial Management, LLC”) and U.S. Bank National Association. 

  

	 	(13)	Collateral Administration Agreement, dated as of November 30, 2006, by and among Alesco Preferred Funding XIII, Ltd., Cohen & Company Financial Management, LLC and
Wells Fargo Bank, National Association. 

  

	 	(14)	Collateral Administration Agreement, dated as of December 21, 2006, by and among Alesco Preferred Funding XIV, Ltd., Cohen & Company Financial Management, LLC and
U.S. Bank National Association. 

  

	 	(15)	Collateral Administration Agreement, dated as of March 29, 2007, by and among Alesco Preferred Funding XV, Ltd., Cohen & Company Financial Management, LLC and
LaSalle Bank National Association. 

  

	 	(16)	Collateral Administration Agreement, dated as of June 28, 2007, by and among Alesco Preferred Funding XVI, Ltd., Cohen & Company Financial Management, LLC and U.S.
Bank National Association. 

  

	 	(17)	Collateral Administration Agreement, dated as of October 30, 2007, by and among Alesco Preferred Funding XVII, Ltd., Cohen & Company Financial Management, LLC and
Wells Fargo Bank, National Association. 


  
 4 








  
 Schedule 1.2

 Indentures 
  

	 	(1)	Indenture, dated as of September 25, 2003, by and among Alesco Preferred Funding I, Ltd., Alesco Preferred Funding I, Inc. and The Bank of New York Mellon Trust
Company, National Association (successor to JPMorgan Chase Bank, National Association). 

  

	 	(2)	Indenture, dated as of December 19, 2003, by and among Alesco Preferred Funding II, Ltd., Alesco Preferred Funding II, Inc. and The Bank of New York Mellon Trust
Company, National Association (successor to JPMorgan Chase Bank, National Association). 

  

	 	(3)	Indenture, dated as of March 25, 2004, by and among Alesco Preferred Funding III, Ltd., Alesco Preferred Funding III, Inc. and The Bank of New York Mellon Trust
Company, National Association (successor to JPMorgan Chase Bank, National Association). 

  

	 	(4)	Indenture, dated as of May 18, 2004, by and among Alesco Preferred Funding IV, Ltd., Alesco Preferred Funding IV, Inc. and The Bank of New York Mellon Trust Company,
National Association (successor to JPMorgan Chase Bank, National Association). 

  

	 	(5)	Indenture, dated as of September 14, 2004, by and among Alesco Preferred Funding V, Ltd., Alesco Preferred Funding V, Inc. and The Bank of New York Mellon Trust
Company, National Association (successor to JPMorgan Chase Bank, National Association). 

  

	 	(6)	Indenture, dated as of December 21, 2004, by and among Alesco Preferred Funding VI, Ltd., Alesco Preferred Funding VI, Inc. and The Bank of New York Mellon Trust
Company, National Association (successor to JPMorgan Chase Bank, National Association). 

  

	 	(7)	Indenture, dated as of April 19, 2005, by and among Alesco Preferred Funding VII, Ltd., Alesco Preferred Funding VII, Inc. and The Bank of New York Mellon Trust
Company, National Association (successor to JPMorgan Chase Bank, National Association). 

  

	 	(8)	Indenture, dated as of August 4, 2005, by and among Alesco Preferred Funding VIII, Ltd., Alesco Preferred Funding VIII, Inc. and The Bank of New York Mellon Trust
Company, National Association (successor to JPMorgan Chase Bank, National Association). 

  

	 	(9)	Indenture, dated as of December 15, 2005, by and among Alesco Preferred Funding IX, Ltd., Alesco Preferred Funding IX, Inc. and U.S. Bank National Association.



  
 5 








  

	 	(10)	Indenture, dated as of March 15, 2006, by and among Alesco Preferred Funding X, Ltd., Alesco Preferred Funding X, Inc. and U.S. Bank National Association.


  

	 	(11)	Indenture, dated as of June 29, 2006, by and among Alesco Preferred Funding XI, Ltd., Alesco Preferred Funding XI, Inc. and U.S. Bank National Association.


  

	 	(12)	Indenture, dated as of October 12, 2006, by and among Alesco Preferred Funding XII, Ltd., Alesco Preferred Funding XII, Inc. and U.S. Bank National Association.


  

	 	(13)	Indenture, dated as of November 30, 2006, by and among Alesco Preferred Funding XIII, Ltd., Alesco Preferred Funding XIII, Inc. and Wells Fargo Bank, National
Association. 

  

	 	(14)	Indenture, dated as of December 21, 2006, by and among Alesco Preferred Funding XIV, Ltd., Alesco Preferred Funding XIV, Inc., Alesco Preferred Funding XIV (L2), Ltd.
and U.S. Bank National Association. 

  

	 	(15)	Indenture, dated as of March 29, 2007, by and among Alesco Preferred Funding XV, Ltd., Alesco Preferred Funding XV, LLC, Alesco Preferred Funding XV (L2), Ltd. and
LaSalle Bank National Association. 

  

	 	(16)	Indenture, dated as of June 28, 2007, by and among Alesco Preferred Funding XVI, Ltd., Alesco Preferred Funding XVI, LLC, Alesco Preferred Funding XVI (L2), Ltd. and
U.S. Bank National Association. 

  

	 	(17)	Indenture, dated as of October 30, 2007, by and among Alesco Preferred Funding XVII, Ltd., Alesco Preferred Funding XVII, LLC, Alesco Preferred Funding XVII (L2), Ltd.
and Wells Fargo Bank, National Association. 


  
 6 








  
 Schedule 1.3

 Issuers 
  

	 	(1)	Alesco Preferred Funding I, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


 

	 	(2)	Alesco Preferred Funding II, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


 

	 	(3)	Alesco Preferred Funding III, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


 

	 	(4)	Alesco Preferred Funding IV, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


 

	 	(5)	Alesco Preferred Funding V, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


 

	 	(6)	Alesco Preferred Funding VI, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


 

	 	(7)	Alesco Preferred Funding VII, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


 

	 	(8)	Alesco Preferred Funding VIII, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


 

	 	(9)	Alesco Preferred Funding IX, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


 

	 	(10)	Alesco Preferred Funding X, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


 

	 	(11)	Alesco Preferred Funding XI, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


 

	 	(12)	Alesco Preferred Funding XII, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


 

	 	(13)	Alesco Preferred Funding XIII, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


 

	 	(14)	Alesco Preferred Funding XIV, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


 

	 	(15)	Alesco Preferred Funding XV, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


  
 7 








  

	 	(16)	Alesco Preferred Funding XVI, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


 

	 	(17)	Alesco Preferred Funding XVII, Ltd., an exempted company incorporated under the laws of the Cayman Islands. 


  
 8 








  
 Schedule 1.4

 Rating Agencies 
 Fitch 
 Moody’s 
 Standard & Poor’s 







  
 Schedule 1.5

 Related Assets 
 Source code and software necessary for ATP to establish and maintain an investor reporting website for CDO Agreements which are Assigned to ATP at a Closing. 

A database for each CDO Agreement which is Assigned to ATP at a Closing containing historical financial information and underlying asset information.








  
 Schedule 1.6

 Required Holders 
  

			
	 CDO Agreement
	  	 Required Holders

		
	Alesco I:	  	Majority-in-Interest of Preferred Shareholders
		
	Alesco II:	  	Majority-in-Interest of Preferred Shareholders
		
	Alesco III:	  	Majority-in-Interest of Preferred Shareholders.
		
	Alesco IV:	  	Majority-in-Interest of Preferred Shareholders
		
	Alesco V:	  	Majority-in-Interest of Preferred Shareholders
		
	Alesco VI:	  	Majority-in-Interest of Preferred Shareholders
		
	Alesco VII:	  	Majority-in-Interest of Income Notes
		
	Alesco VIII:	  	Majority-in-Interest of Preferred Shareholders
		
	Alesco IX:	  	Majority-in-Interest of Preferred Shareholders
		
	Alesco X:	  	Majority-in-Interest of Preferred Shareholders
		
	Alesco XI:	  	Majority-in-Interest of Preferred Shareholders
		
	Alesco XII:	  	Majority-in-Interest of Preferred Shareholders
		
	Alesco XIII:	  	Majority-in-Interest of Preferred Shareholders
		
	Alesco XIV:	  	Majority-in-Interest of the First Tier Preferred Shareholders
		
	Alesco XV:	  	Majority-in-Interest of the First Tier Preferred Shareholders
		
	Alesco XVI:	  	Majority-in-Interest of the First Tier Preferred Shareholders
		
	Alesco XVII:	  	Majority-in-Interest of the First Tier Preferred Shareholders








  
 Schedule 1.7

 Collateral Management Fees Paid After 2/23/2010 

 

																									
	 	  	CM
Payments
Received
After 2/23/10	 	  	CM Payment
Date	 	  	Portion
Accrued
Through
2/23/10	 	  	Portion
Accrued
After 2/23/10	 	  	Retained
Management
Fee	 	  	CM Fees
Due ATP
Management	 
	 Alesco 1
	  	$	56,589	  	  	 	4/15/10	  	  	$	23,893	  	  	$	32,696	  	  	$	11,947	  	  	$	44,643	  
	 Alesco 1
	  	 	84,883	  	  	 	7/15/10	  	  				  	 	84,883	  	  				  	 	84,883	  
	 Alesco 2
	  	 	61,413	  	  	 	4/30/10	  	  	 	15,694	  	  	 	45,719	  	  	 	7,847	  	  	 	53,566	  
	 Alesco 3
	  	 	55,507	  	  	 	4/15/10	  	  	 	23,436	  	  	 	32,071	  	  	 	11,718	  	  	 	43,789	  
	 Alesco 3
	  	 	83,789	  	  	 	7/15/10	  	  				  	 	83,789	  	  				  	 	83,789	  
	 Alesco 4
	  	 	97,608	  	  	 	4/30/10	  	  	 	24,944	  	  	 	72,664	  	  	 	12,472	  	  	 	85,136	  
	 Alesco 5
	  	 	96,191	  	  	 	3/23/10	  	  	 	64,127	  	  	 	32,064	  	  	 	32,064	  	  	 	64,128	  
	 Alesco 5
	  	 	93,697	  	  	 	6/23/10	  	  				  	 	93,697	  	  				  	 	93,697	  
	 Alesco 6
	  	 	169,322	  	  	 	3/23/10	  	  	 	112,881	  	  	 	56,441	  	  	 	56,441	  	  	 	112,882	  
	 Alesco 6
	  	 	166,828	  	  	 	6/23/10	  	  				  	 	166,828	  	  				  	 	166,828	  
	 Alesco 7
	  	 	183,030	  	  	 	3/23/10	  	  	 	122,020	  	  	 	61,010	  	  	 	61,010	  	  	 	122,020	  
	 Alesco 7
	  	 	174,947	  	  	 	6/23/10	  	  				  	 	174,947	  	  				  	 	174,947	  
	 Alesco 8
	  	 	168,528	  	  	 	3/23/10	  	  	 	112,352	  	  	 	56,176	  	  	 	56,176	  	  	 	112,352	  
	 Alesco 8
	  	 	168,562	  	  	 	6/23/10	  	  				  	 	168,562	  	  				  	 	168,562	  
	 Alesco 9
	  	 	190,654	  	  	 	3/23/10	  	  	 	127,103	  	  	 	63,551	  	  	 	63,552	  	  	 	127,103	  
	 Alesco 9
	  	 	179,667	  	  	 	6/23/10	  	  				  	 	179,667	  	  				  	 	179,667	  
	 Subtotal
	  	 	2,031,217	  	  				  	 	626,450	  	  	 	1,404,767	  	  	 	313,225	  	  	 	1,717,992	  
	 Alesco 10
	  	 	297,913	  	  	 	3/23/10	  	  	 	198,609	  	  	 	99,304	  	  	 	99,305	  	  	 	198,609	  
	 Alesco 10
	  	 	296,563	  	  	 	6/23/10	  	  				  	 	296,563	  	  				  	 	296,563	  
	 Alesco 11
	  	 	198,145	  	  	 	3/23/10	  	  	 	132,097	  	  	 	66,048	  	  	 	66,049	  	  	 	132,097	  
	 Alesco 11
	  	 	191,995	  	  	 	6/23/10	  	  				  	 	191,995	  	  				  	 	191,995	  
	 Alesco 12
	  	 	193,636	  	  	 	4/15/10	  	  	 	81,757	  	  	 	111,879	  	  	 	40,879	  	  	 	152,758	  
	 Alesco 12
	  	 	184,523	  	  	 	7/15/10	  	  				  	 	184,523	  	  				  	 	184,523	  
	 Alesco 13
	  	 	133,099	  	  	 	3/23/10	  	  	 	88,733	  	  	 	44,366	  	  	 	44,367	  	  	 	88,733	  
	 Alesco 13
	  	 	131,162	  	  	 	6/23/10	  	  				  	 	131,162	  	  				  	 	131,162	  
	 Alesco 14
	  	 	226,470	  	  	 	3/23/10	  	  	 	150,980	  	  	 	75,490	  	  	 	75,490	  	  	 	150,980	  








  

																									
	 	  	CM
Payments
Received
After 2/23/10	 	  	CM Payment
Date	 	  	Portion
Accrued
Through
2/23/10	 	  	Portion
Accrued
After 2/23/10	 	  	Retained
Management
Fee	 	  	CM Fees
Due ATP
Management	 
	 Alesco 14
	  	 	214,020	  	  	 	6/23/10	  	  				  	 	214,020	  	  				  	 	214,020	  
	 Alesco 15
	  	 	156,237	  	  	 	3/23/10	  	  	 	104,158	  	  	 	52,079	  	  	 	2,079	  	  	 	104,158	  
	 Alesco 15
	  	 	150,668	  	  	 	6/23/10	  	  				  	 	150,668	  	  				  	 	150,668	  
	 Alesco 16
	  	 	143,841	  	  	 	3/23/10	  	  	 	95,894	  	  	 	47,947	  	  	 	47,947	  	  	 	95,894	  
	 Alesco 16
	  	 	137,766	  	  	 	6/23/10	  	  				  	 	137,766	  	  				  	 	137,766	  
	 Alesco 17
	  	 	56,184	  	  	 	3/23/10	  	  	 	37,456	  	  	 	18,728	  	  	 	18,728	  	  	 	37,456	  
	 Alesco 17
	  	 	52,387	  	  	 	6/23/10	  	  				  	 	52,387	  	  				  	 	52,387	  
	 Subtotal
	  	 	2,764,610	  	  				  	 	889,684	  	  	 	1,874,926	  	  	 	444,842	  	  	 	2,319,768	  
	 Total
	  	$	4,795,827	  	  				  	$	1,516,134	  	  	$	3,279,693	  	  	$	758,067	  	  	$	4,037,760	  








  
 Schedule 1.8

 Subordinated Shares 
  

					
	 Alesco 1
	  	$	27,400,000	  
	 Alesco 2
	  	 	28,300,000	  
	 Alesco 3
	  	 	28,800,000	  
	 Alesco 4
	  	 	33,500,000	  
	 Alesco 5
	  	 	33,000,000	  
	 Alesco 6
	  	 	62,300,000	  
	 Alesco 7
	  	 	63,500,000	  
	 Alesco 8
	  	 	59,300,000	  
	 Alesco 9
	  	 	44,400,000	  
		  	 	 	 
		
	 Subtotal
	  	 	380,500,000	  
		
	 Alesco 10
	  	 	60,400,000	  
	 Alesco 11
	  	 	44,000,000	  
	 Alesco 12
	  	 	44,060,000	  
	 Alesco 13
	  	 	33,600,000	  
	 Alesco 14
	  	 	52,000,000	  
	 Alesco 15
	  	 	39,500,000	  
	 Alesco 16
	  	 	26,000,000	  
	 Alesco 17
	  	 	36,750,000	  
		  	 	 	 
		
	 Subtotal
	  	 	336,310,000	  
		
	 Total
	  	$	716,810,000	  








  
 Schedule 3(a)

 Allocation of Purchase Price 
  

					
	 	  	Base Purchase
Price	 
		
	 Alesco 1
	  	$	218,445	  
	 Alesco 2
	  	 	234,016	  
	 Alesco 3
	  	 	226,572	  
	 Alesco 4
	  	 	414,238	  
	 Alesco 5
	  	 	394,807	  
	 Alesco 6
	  	 	689,166	  
	 Alesco 7
	  	 	338,316	  
	 Alesco 8
	  	 	755,407	  
	 Alesco 9
	  	 	808,062	  
	 Subtotal
	  	 	4,079,029	  
	 Alesco 10
	  	 	1,141,497	  
	 Alesco 11
	  	 	754,558	  
	 Alesco 12
	  	 	772,747	  
	 Alesco 13
	  	 	512,563	  
	 Alesco 14
	  	 	851,646	  
	 Alesco 15
	  	 	611,058	  
	 Alesco 16
	  	 	562,611	  
	 Alesco 17
	  	 	214,289	  
	 Subtotal
	  	 	5,420,971	  
	 Total
	  	$	9,500,000	  








  
 Schedule 3(b)

 Allocation of Excess Base Case Revenue 

 

																													
	 	  	First
Measurement
Period	 	  	Second
Measurement
Period	 	  	Third
Measurement
Period	 	  	Fourth
Measurement
Period	 	  	Fifth
Measurement
Period	 	  	Sixth
Measurement
Period	 	  	Seventh
Measurement
Period	 
	 Alesco 1
	  	$	179,070	  	  	$	140,608	  	  	$	130,794	  	  	$	126,889	  	  	$	123,101	  	  	$	119,426	  	  	$	115,861	  
	 Alesco 2
	  	 	194,944	  	  	 	152,928	  	  	 	141,466	  	  	 	135,854	  	  	 	127,696	  	  	 	123,884	  	  	 	120,186	  
	 Alesco 3
	  	 	190,105	  	  	 	148,994	  	  	 	137,588	  	  	 	133,481	  	  	 	121,866	  	  	 	118,228	  	  	 	114,699	  
	 Alesco 4
	  	 	342,438	  	  	 	265,663	  	  	 	236,994	  	  	 	229,920	  	  	 	223,049	  	  	 	216,391	  	  	 	209,924	  
	 Alesco 5
	  	 	331,189	  	  	 	256,671	  	  	 	223,647	  	  	 	216,970	  	  	 	210,493	  	  	 	204,209	  	  	 	198,113	  
	 Alesco 6
	  	 	580,577	  	  	 	449,947	  	  	 	401,404	  	  	 	389,420	  	  	 	377,793	  	  	 	366,514	  	  	 	355,571	  
	 Alesco 7
	  	 	289,188	  	  	 	224,121	  	  	 	199,669	  	  	 	193,719	  	  	 	187,935	  	  	 	182,325	  	  	 	176,882	  
	 Alesco 8
	  	 	590,574	  	  	 	462,796	  	  	 	428,085	  	  	 	415,385	  	  	 	402,992	  	  	 	389,750	  	  	 	376,921	  
	 Alesco 9
	  	 	615,522	  	  	 	482,844	  	  	 	451,271	  	  	 	440,549	  	  	 	427,925	  	  	 	415,673	  	  	 	401,067	  
	 Subtotal
	  	 	3,313,606	  	  	 	2,584,572	  	  	 	2,350,917	  	  	 	2,282,187	  	  	 	2,202,851	  	  	 	2,136,400	  	  	 	2,069,223	  
	 Alesco 10
	  	 	934,802	  	  	 	734,926	  	  	 	685,416	  	  	 	665,134	  	  	 	645,455	  	  	 	626,362	  	  	 	607,730	  
	 Alesco 11
	  	 	636,545	  	  	 	495,092	  	  	 	446,039	  	  	 	432,725	  	  	 	419,808	  	  	 	407,277	  	  	 	395,120	  
	 Alesco 12
	  	 	629,921	  	  	 	495,027	  	  	 	458,960	  	  	 	444,413	  	  	 	431,147	  	  	 	418,277	  	  	 	403,165	  
	 Alesco 13
	  	 	424,125	  	  	 	332,779	  	  	 	309,682	  	  	 	298,810	  	  	 	288,177	  	  	 	279,569	  	  	 	270,449	  
	 Alesco 14
	  	 	728,623	  	  	 	571,030	  	  	 	509,083	  	  	 	479,746	  	  	 	463,550	  	  	 	449,713	  	  	 	435,902	  
	 Alesco 15
	  	 	483,367	  	  	 	379,325	  	  	 	354,198	  	  	 	344,018	  	  	 	333,749	  	  	 	323,787	  	  	 	314,122	  
	 Alesco 16
	  	 	452,659	  	  	 	355,296	  	  	 	324,861	  	  	 	313,212	  	  	 	303,863	  	  	 	294,793	  	  	 	285,994	  
	 Alesco 17
	  	 	212,998	  	  	 	147,209	  	  	 	124,115	  	  	 	121,214	  	  	 	117,599	  	  	 	114,089	  	  	 	110,683	  
	 Subtotal
	  	 	4,503,040	  	  	 	3,510,684	  	  	 	3,212,355	  	  	 	3,099,272	  	  	 	3,003,349	  	  	 	2,913,867	  	  	 	2,823,164	  
	 Total
	  	$	7,816,646	  	  	$	6,095,257	  	  	$	5,563,272	  	  	$	5,381,459	  	  	$	5,206,200	  	  	$	5,050,266	  	  	$	4,892,388	  








 *** Confidential material redacted and filed separately with the Commission.

 Schedule 3(c) 
 Quarterly Thresholds; Seller Wiring Instructions 
 *** 

Quarterly Thresholds: 
 [Charts begin on following page.] 







  
 Schedule 3(c) 

Quarterly Thresholds 
  

																																									
	 	  	First Measurement Period - Quarter Ending	 	  	 	 	  	Second Measurement Period - Quarter Ending	 	  	 	 
	 	  	5/23/10	 	  	8/23/10	 	  	11/23/10	 	  	2/23/11	 	  	1st Period	 	  	5/23/11	 	  	8/23/11	 	  	11/23/11	 	  	2/23/12	 	  	2nd Period	 
	 Alesco 1
	  	$	49,086	  	  	$	46,147	  	  	$	43,212	  	  	$	40,625	  	  	$	179,070	  	  	$	38,041	  	  	$	35,764	  	  	$	33,489	  	  	$	33,314	  	  	$	140,608	  
	 Alesco 2
	  	 	53,563	  	  	 	50,113	  	  	 	47,153	  	  	 	44,116	  	  	 	194,944	  	  	 	41,511	  	  	 	38,837	  	  	 	36,544	  	  	 	36,036	  	  	 	152,928	  
	 Alesco 3
	  	 	52,161	  	  	 	48,940	  	  	 	45,920	  	  	 	43,084	  	  	 	190,105	  	  	 	40,425	  	  	 	37,928	  	  	 	35,588	  	  	 	35,053	  	  	 	148,994	  
	 Alesco 4
	  	 	93,975	  	  	 	88,188	  	  	 	82,730	  	  	 	77,546	  	  	 	342,438	  	  	 	72,830	  	  	 	68,346	  	  	 	64,116	  	  	 	60,371	  	  	 	265,663	  
	 Alesco 5
	  	 	90,770	  	  	 	85,362	  	  	 	79,909	  	  	 	75,148	  	  	 	331,189	  	  	 	70,347	  	  	 	66,156	  	  	 	61,929	  	  	 	58,239	  	  	 	256,671	  
	 Alesco 6
	  	 	158,810	  	  	 	149,952	  	  	 	139,807	  	  	 	132,009	  	  	 	580,577	  	  	 	123,078	  	  	 	116,213	  	  	 	108,350	  	  	 	102,307	  	  	 	449,947	  
	 Alesco 7
	  	 	79,423	  	  	 	74,372	  	  	 	69,920	  	  	 	65,473	  	  	 	289,188	  	  	 	61,553	  	  	 	57,638	  	  	 	54,188	  	  	 	50,741	  	  	 	224,121	  
	 Alesco 8
	  	 	161,900	  	  	 	152,176	  	  	 	142,529	  	  	 	133,969	  	  	 	590,574	  	  	 	125,472	  	  	 	117,936	  	  	 	110,460	  	  	 	108,927	  	  	 	462,796	  
	 Alesco 9
	  	 	168,886	  	  	 	158,460	  	  	 	148,677	  	  	 	139,499	  	  	 	615,522	  	  	 	130,887	  	  	 	122,806	  	  	 	115,225	  	  	 	113,926	  	  	 	482,844	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Subtotal
	  	 	908,573	  	  	 	853,709	  	  	 	799,857	  	  	 	751,467	  	  	 	3,313,606	  	  	 	704,144	  	  	 	661,624	  	  	 	619,889	  	  	 	598,915	  	  	 	2,584,572	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Alesco 10
	  	 	256,559	  	  	 	240,586	  	  	 	225,859	  	  	 	211,798	  	  	 	934,802	  	  	 	198,833	  	  	 	186,454	  	  	 	175,041	  	  	 	174,598	  	  	 	734,926	  
	 Alesco 11
	  	 	174,654	  	  	 	163,872	  	  	 	153,755	  	  	 	144,263	  	  	 	636,545	  	  	 	135,357	  	  	 	127,001	  	  	 	119,160	  	  	 	113,574	  	  	 	495,092	  
	 Alesco 12
	  	 	172,746	  	  	 	162,258	  	  	 	152,075	  	  	 	142,843	  	  	 	629,921	  	  	 	133,878	  	  	 	125,750	  	  	 	117,858	  	  	 	117,541	  	  	 	495,027	  
	 Alesco 13
	  	 	116,405	  	  	 	109,153	  	  	 	102,476	  	  	 	96,092	  	  	 	424,125	  	  	 	90,214	  	  	 	84,594	  	  	 	79,419	  	  	 	78,553	  	  	 	332,779	  
	 Alesco 14
	  	 	199,677	  	  	 	187,818	  	  	 	175,784	  	  	 	165,344	  	  	 	728,623	  	  	 	154,749	  	  	 	145,559	  	  	 	136,232	  	  	 	134,489	  	  	 	571,030	  
	 Alesco 15
	  	 	132,600	  	  	 	124,463	  	  	 	116,733	  	  	 	109,570	  	  	 	483,367	  	  	 	102,765	  	  	 	96,459	  	  	 	90,468	  	  	 	89,633	  	  	 	379,325	  
	 Alesco 16
	  	 	124,200	  	  	 	116,532	  	  	 	109,338	  	  	 	102,588	  	  	 	452,659	  	  	 	96,255	  	  	 	90,313	  	  	 	84,737	  	  	 	83,991	  	  	 	355,296	  
	 Alesco 17
	  	 	75,168	  	  	 	48,900	  	  	 	45,881	  	  	 	43,049	  	  	 	212,998	  	  	 	40,391	  	  	 	37,897	  	  	 	35,558	  	  	 	33,363	  	  	 	147,209	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Subtotal
	  	 	1,252,008	  	  	 	1,153,584	  	  	 	1,081,901	  	  	 	1,015,547	  	  	 	4,503,040	  	  	 	952,442	  	  	 	894,027	  	  	 	838,473	  	  	 	825,741	  	  	 	3,510,684	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Total
	  	$	2,160,581	  	  	$	2,007,293	  	  	$	1,881,758	  	  	$	1,767,014	  	  	$	7,816,646	  	  	$	1,656,586	  	  	$	1,555,652	  	  	$	1,458,362	  	  	$	1,424,656	  	  	$	6,095,257	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 








  
 Schedule 3(c) 

Quarterly Thresholds 

																																									
	 	  	Third Measurement Period - Quarter Ending	 	  	 	 	  	Fourth Measurement Period - Quarter Ending	 	  	 	 
	 	  	5/23/12	 	  	8/23/12	 	  	11/23/12	 	  	2/23/13	 	  	3rd Period	 	  	5/23/13	 	  	8/23/13	 	  	11/23/13	 	  	2/23/14	 	  	4th Period	 
	 Alesco 1
	  	$	33,072	  	  	$	32,820	  	  	$	32,575	  	  	$	32,327	  	  	$	130,794	  	  	$	32,085	  	  	$	31,840	  	  	$	31,602	  	  	$	31,362	  	  	$	126,889	  
	 Alesco 2
	  	 	35,775	  	  	 	35,494	  	  	 	35,237	  	  	 	34,960	  	  	 	141,466	  	  	 	34,707	  	  	 	34,434	  	  	 	34,185	  	  	 	32,528	  	  	 	135,854	  
	 Alesco 3
	  	 	34,789	  	  	 	34,526	  	  	 	34,266	  	  	 	34,007	  	  	 	137,588	  	  	 	33,750	  	  	 	33,496	  	  	 	33,243	  	  	 	32,992	  	  	 	133,481	  
	 Alesco 4
	  	 	59,923	  	  	 	59,472	  	  	 	59,022	  	  	 	58,577	  	  	 	236,994	  	  	 	58,134	  	  	 	57,696	  	  	 	57,260	  	  	 	56,829	  	  	 	229,920	  
	 Alesco 5
	  	 	56,541	  	  	 	56,130	  	  	 	55,691	  	  	 	55,286	  	  	 	223,647	  	  	 	54,853	  	  	 	54,454	  	  	 	54,028	  	  	 	53,635	  	  	 	216,970	  
	 Alesco 6
	  	 	101,455	  	  	 	100,768	  	  	 	99,929	  	  	 	99,252	  	  	 	401,404	  	  	 	98,426	  	  	 	97,759	  	  	 	96,946	  	  	 	96,289	  	  	 	389,420	  
	 Alesco 7
	  	 	50,476	  	  	 	50,110	  	  	 	49,728	  	  	 	49,356	  	  	 	199,669	  	  	 	48,980	  	  	 	48,614	  	  	 	48,243	  	  	 	47,882	  	  	 	193,719	  
	 Alesco 8
	  	 	108,226	  	  	 	107,412	  	  	 	106,620	  	  	 	105,827	  	  	 	428,085	  	  	 	105,032	  	  	 	104,229	  	  	 	103,455	  	  	 	102,667	  	  	 	415,385	  
	 Alesco 9
	  	 	113,512	  	  	 	113,047	  	  	 	112,586	  	  	 	112,126	  	  	 	451,271	  	  	 	111,341	  	  	 	110,535	  	  	 	109,734	  	  	 	108,939	  	  	 	440,549	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Subtotal
	  	 	593,769	  	  	 	589,779	  	  	 	585,652	  	  	 	581,718	  	  	 	2,350,917	  	  	 	577,309	  	  	 	573,058	  	  	 	568,696	  	  	 	563,123	  	  	 	2,282,187	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Alesco 10
	  	 	173,287	  	  	 	171,995	  	  	 	170,704	  	  	 	169,431	  	  	 	685,416	  	  	 	168,159	  	  	 	166,905	  	  	 	165,653	  	  	 	164,417	  	  	 	665,134	  
	 Alesco 11
	  	 	112,780	  	  	 	111,929	  	  	 	111,084	  	  	 	110,246	  	  	 	446,039	  	  	 	109,414	  	  	 	108,588	  	  	 	107,768	  	  	 	106,955	  	  	 	432,725	  
	 Alesco 12
	  	 	116,702	  	  	 	114,950	  	  	 	114,087	  	  	 	113,221	  	  	 	458,960	  	  	 	112,371	  	  	 	111,518	  	  	 	110,681	  	  	 	109,841	  	  	 	444,413	  
	 Alesco 13
	  	 	78,061	  	  	 	79,220	  	  	 	76,063	  	  	 	76,339	  	  	 	309,682	  	  	 	76,603	  	  	 	74,355	  	  	 	73,792	  	  	 	74,060	  	  	 	298,810	  
	 Alesco 14
	  	 	133,815	  	  	 	129,564	  	  	 	123,324	  	  	 	122,381	  	  	 	509,083	  	  	 	121,470	  	  	 	120,540	  	  	 	119,643	  	  	 	118,093	  	  	 	479,746	  
	 Alesco 15
	  	 	89,335	  	  	 	88,905	  	  	 	88,313	  	  	 	87,645	  	  	 	354,198	  	  	 	86,985	  	  	 	86,327	  	  	 	85,677	  	  	 	85,029	  	  	 	344,018	  
	 Alesco 16
	  	 	83,741	  	  	 	80,930	  	  	 	80,393	  	  	 	79,797	  	  	 	324,861	  	  	 	79,195	  	  	 	78,597	  	  	 	78,004	  	  	 	77,416	  	  	 	313,212	  
	 Alesco 17
	  	 	31,303	  	  	 	31,043	  	  	 	30,942	  	  	 	30,827	  	  	 	124,115	  	  	 	30,647	  	  	 	30,418	  	  	 	30,189	  	  	 	29,961	  	  	 	121,214	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Subtotal
	  	 	819,024	  	  	 	808,534	  	  	 	794,910	  	  	 	789,886	  	  	 	3,212,355	  	  	 	784,843	  	  	 	777,250	  	  	 	771,408	  	  	 	765,772	  	  	 	3,099,272	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Total
	  	$	1,412,793	  	  	$	1,398,313	  	  	$	1,380,562	  	  	$	1,371,604	  	  	$	5,563,272	  	  	$	1,362,153	  	  	$	1,350,307	  	  	$	1,340,104	  	  	$	1,328,895	  	  	$	5,381,459	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 








  
 Schedule 3(c) 

Quarterly Thresholds 

																																									
	 	  	Fifth Measurement Period - Quarter Ending	 	  	 	 	  	Sixth Measurement Period - Quarter Ending	 	  	 	 
	 	  	5/23/14	 	  	8/23/14	 	  	11/23/14	 	  	2/23/15	 	  	5th Period	 	  	5/23/15	 	  	8/23/15	 	  	11/23/15	 	  	2/23/16	 	  	6th Period	 
	 Alesco 1
	  	$	31,127	  	  	$	30,890	  	  	$	30,659	  	  	$	30,425	  	  	$	123,101	  	  	$	30,198	  	  	$	29,968	  	  	$	29,744	  	  	$	29,517	  	  	$	119,426	  
	 Alesco 2
	  	 	32,293	  	  	 	32,039	  	  	 	31,807	  	  	 	31,557	  	  	 	127,696	  	  	 	31,329	  	  	 	31,082	  	  	 	30,858	  	  	 	30,615	  	  	 	123,884	  
	 Alesco 3
	  	 	30,814	  	  	 	30,581	  	  	 	30,350	  	  	 	30,121	  	  	 	121,866	  	  	 	29,894	  	  	 	29,668	  	  	 	29,444	  	  	 	29,222	  	  	 	118,228	  
	 Alesco 4
	  	 	56,399	  	  	 	55,974	  	  	 	55,551	  	  	 	55,125	  	  	 	223,049	  	  	 	54,715	  	  	 	54,303	  	  	 	53,893	  	  	 	53,479	  	  	 	216,391	  
	 Alesco 5
	  	 	53,215	  	  	 	52,829	  	  	 	52,415	  	  	 	52,034	  	  	 	210,493	  	  	 	51,627	  	  	 	51,251	  	  	 	50,850	  	  	 	50,481	  	  	 	204,209	  
	 Alesco 6
	  	 	95,487	  	  	 	94,841	  	  	 	94,051	  	  	 	93,414	  	  	 	377,793	  	  	 	92,636	  	  	 	92,009	  	  	 	91,243	  	  	 	90,625	  	  	 	366,514	  
	 Alesco 7
	  	 	47,517	  	  	 	47,162	  	  	 	46,803	  	  	 	46,453	  	  	 	187,935	  	  	 	46,099	  	  	 	45,754	  	  	 	45,406	  	  	 	45,066	  	  	 	182,325	  
	 Alesco 8
	  	 	101,900	  	  	 	101,123	  	  	 	100,367	  	  	 	99,603	  	  	 	402,992	  	  	 	98,858	  	  	 	98,104	  	  	 	96,763	  	  	 	96,025	  	  	 	389,750	  
	 Alesco 9
	  	 	108,150	  	  	 	107,367	  	  	 	106,590	  	  	 	105,818	  	  	 	427,925	  	  	 	105,053	  	  	 	104,293	  	  	 	103,538	  	  	 	102,790	  	  	 	415,673	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Subtotal
	  	 	556,903	  	  	 	552,805	  	  	 	548,593	  	  	 	544,550	  	  	 	2,202,851	  	  	 	540,408	  	  	 	536,433	  	  	 	531,739	  	  	 	527,819	  	  	 	2,136,400	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Alesco 10
	  	 	163,184	  	  	 	161,967	  	  	 	160,752	  	  	 	159,553	  	  	 	645,455	  	  	 	158,356	  	  	 	157,176	  	  	 	155,997	  	  	 	154,834	  	  	 	626,362	  
	 Alesco 11
	  	 	106,148	  	  	 	105,347	  	  	 	104,552	  	  	 	103,762	  	  	 	419,808	  	  	 	102,979	  	  	 	102,202	  	  	 	101,431	  	  	 	100,665	  	  	 	407,277	  
	 Alesco 12
	  	 	109,017	  	  	 	108,190	  	  	 	107,378	  	  	 	106,563	  	  	 	431,147	  	  	 	105,763	  	  	 	104,960	  	  	 	104,172	  	  	 	103,382	  	  	 	418,277	  
	 Alesco 13
	  	 	73,673	  	  	 	71,510	  	  	 	71,768	  	  	 	71,226	  	  	 	288,177	  	  	 	70,688	  	  	 	70,155	  	  	 	69,625	  	  	 	69,100	  	  	 	279,569	  
	 Alesco 14
	  	 	117,214	  	  	 	116,317	  	  	 	115,451	  	  	 	114,568	  	  	 	463,550	  	  	 	113,715	  	  	 	112,845	  	  	 	112,005	  	  	 	111,148	  	  	 	449,713	  
	 Alesco 15
	  	 	84,389	  	  	 	83,750	  	  	 	83,120	  	  	 	82,491	  	  	 	333,749	  	  	 	81,870	  	  	 	81,250	  	  	 	80,638	  	  	 	80,029	  	  	 	323,787	  
	 Alesco 16
	  	 	76,831	  	  	 	76,251	  	  	 	75,676	  	  	 	75,105	  	  	 	303,863	  	  	 	74,538	  	  	 	73,975	  	  	 	73,417	  	  	 	72,863	  	  	 	294,793	  
	 Alesco 17
	  	 	29,735	  	  	 	29,510	  	  	 	29,288	  	  	 	29,066	  	  	 	117,599	  	  	 	28,847	  	  	 	28,629	  	  	 	28,413	  	  	 	28,199	  	  	 	114,089	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Subtotal
	  	 	760,190	  	  	 	752,842	  	  	 	747,983	  	  	 	742,334	  	  	 	3,003,349	  	  	 	736,757	  	  	 	731,193	  	  	 	725,699	  	  	 	720,219	  	  	 	2,913,867	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Total
	  	$	1,317,093	  	  	$	1,305,647	  	  	$	1,296,576	  	  	$	1,286,884	  	  	$	5,206,200	  	  	$	1,277,165	  	  	$	1,267,626	  	  	$	1,257,438	  	  	$	1,248,038	  	  	$	5,050,266	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 








  
 Schedule 3(c) 

Quarterly Thresholds 
  

																					
	 	  	Seventh Measurement Period - Quarter Ending	 	  	 	 
	 	  	5/23/16	 	  	8/23/16	 	  	11/23/16	 	  	2/23/17	 	  	7th Period	 
	 Alesco 1
	  	$	29,296	  	  	$	29,073	  	  	$	28,856	  	  	$	28,636	  	  	$	115,861	  
	 Alesco 2
	  	 	30,394	  	  	 	30,154	  	  	 	29,937	  	  	 	29,701	  	  	 	120,186	  
	 Alesco 3
	  	 	29,002	  	  	 	28,783	  	  	 	28,565	  	  	 	28,350	  	  	 	114,699	  
	 Alesco 4
	  	 	53,075	  	  	 	52,682	  	  	 	52,284	  	  	 	51,883	  	  	 	209,924	  
	 Alesco 5
	  	 	50,086	  	  	 	49,721	  	  	 	49,332	  	  	 	48,974	  	  	 	198,113	  
	 Alesco 6
	  	 	89,871	  	  	 	89,262	  	  	 	88,519	  	  	 	87,919	  	  	 	355,571	  
	 Alesco 7
	  	 	44,723	  	  	 	44,388	  	  	 	44,050	  	  	 	43,721	  	  	 	176,882	  
	 Alesco 8
	  	 	95,308	  	  	 	94,580	  	  	 	93,875	  	  	 	93,158	  	  	 	376,921	  
	 Alesco 9
	  	 	101,409	  	  	 	100,644	  	  	 	99,884	  	  	 	99,130	  	  	 	401,067	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Subtotal
	  	 	523,162	  	  	 	519,288	  	  	 	515,302	  	  	 	511,471	  	  	 	2,069,223	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Alesco 10
	  	 	153,662	  	  	 	152,505	  	  	 	151,351	  	  	 	150,212	  	  	 	607,730	  
	 Alesco 11
	  	 	99,905	  	  	 	99,151	  	  	 	98,403	  	  	 	97,660	  	  	 	395,120	  
	 Alesco 12
	  	 	102,606	  	  	 	100,945	  	  	 	100,187	  	  	 	99,427	  	  	 	403,165	  
	 Alesco 13
	  	 	68,578	  	  	 	68,061	  	  	 	67,158	  	  	 	66,651	  	  	 	270,449	  
	 Alesco 14
	  	 	110,321	  	  	 	109,476	  	  	 	108,661	  	  	 	107,444	  	  	 	435,902	  
	 Alesco 15
	  	 	79,426	  	  	 	78,825	  	  	 	78,231	  	  	 	77,640	  	  	 	314,122	  
	 Alesco 16
	  	 	72,313	  	  	 	71,767	  	  	 	71,226	  	  	 	70,688	  	  	 	285,994	  
	 Alesco 17
	  	 	27,986	  	  	 	27,775	  	  	 	27,565	  	  	 	27,357	  	  	 	110,683	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Subtotal
	  	 	714,797	  	  	 	708,506	  	  	 	702,783	  	  	 	697,079	  	  	 	2,823,164	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 
	 Total
	  	$	1,237,959	  	  	$	1,227,794	  	  	$	1,218,084	  	  	$	1,208,550	  	  	$	4,892,388	  
		  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 








  
 Schedule 4(c)

 No Conflicts 
 The following consents are required: 
 TD Bank, N.A. 

 

			
	CDO Agreement	  	 Required Consents
  

	 Alesco I:
  

•   Collateral Management Agreement

 
 •   Financial
Sub-Advisory Agreement
	  	 •   Issuer

 
 •   Majority-in-Interest
of Preferred Shareholders
  

•   R.A.C.:
  

•   Fitch
  

•   Moody’s

 
 •   Standard &
Poor’s
  

•   Sandler O’Neill & Partners, L.P.

		
	 Alesco II:
  

•   Collateral Management Agreement

 
 •   Financial
Sub-Advisory Agreement
	  	 •   Issuer

 
 •   Majority-in-Interest
of Preferred Shareholders
  

•   R.A.C.:
  

•   Fitch
  

•   Moody’s

 
 •   Standard &
Poor’s
  

•   Sandler O’Neill & Partners, L.P.









  

			
	 CDO Agreement
  
	  	Required Consents
	 Alesco III:
  

•   Collateral Management Agreement

 
 •   Financial
Sub-Advisory Agreement
	  	 •   Issuer

 
 •   Majority-in-Interest
of Preferred Shareholders
  

•   R.A.C.:
  

•   Fitch
  

•   Moody’s

 
 •   Standard &
Poor’s
  

•   Sandler O’Neill & Partners, L.P.

		
	 Alesco IV:
  

•   Collateral Management Agreement
	  	 •   Issuer

 
 •   Majority-in-Interest
of Preferred Shareholders
  

•   R.A.C.:
  

•   Fitch
  

•   Moody’s

 
 •   Standard &
Poor’s

		
	 Alesco V:
  

•   Collateral Management Agreement
	  	 •   Issuer

 
 •   Majority-in-Interest
of Preferred Shareholders
  

•   R.A.C.:
  

•   Fitch
  

•   Moody’s

 
 •   Standard &
Poor’s



  
 2 








  

			
	CDO Agreement	  	 Required Consents
  

	 Alesco VI:
  

•   Collateral Management Agreement
	  	 •   Issuer

 
 •   Majority-in-Interest
of Preferred Shareholders
  

•   R.A.C.:
  

•   Fitch
  

•   Moody’s

 
 •   Standard &
Poor’s

		
	 Alesco VII:
  

•   Collateral Management Agreement
	  	 •   Issuer

 
 •   Majority-in-Interest
of the Holders of the Income Notes
  

•   R.A.C.:
  

•   Fitch
  

•   Moody’s

 
 •   Standard &
Poor’s
  

•   Assured Guaranty Corp.

		
	 Alesco VIII:
  

•   Collateral Management Agreement
	  	 •   Issuer

 
 •   Majority-in-Interest
of Preferred Shareholders
  

•   R.A.C.:
  

•   Fitch
  

•   Moody’s

 
 •   Standard &
Poor’s



  
 3 








  

			
	CDO Agreement	  	Required Consents
		
	 Alesco IX:
  

•   Collateral Management Agreement
	  	 •   Issuer

 
 •   Majority-in-Interest
of Preferred Shareholders
  

•   R.A.C.:
  

•   Fitch
  

•   Moody’s

 
 •   Standard &
Poor’s.

		
	 Alesco X:
  

•   Collateral Management Agreement
	  	 •   Issuer

 
 •   Majority-in-Interest
of Preferred Shareholders
  

•   R.A.C.:
  

•   Fitch
  

•   Moody’s

 
 •   Standard &
Poor’s

		
	 Alesco XI:
  

•   Collateral Management Agreement
	  	 •   Issuer

 
 •   Majority-in-Interest
of Preferred Shareholders
  

•   R.A.C.:
  

•   Fitch
  

•   Moody’s

 
 •   Standard &
Poor’s



  
 4 








  

			
	CDO Agreement	  	Required Consents
		
	 Alesco XII:
  

•   Collateral Management Agreement
	  	 •     Issuer

 

•     Majority-in-Interest of Preferred Shareholders

 

•     R.A.C.:

 

•     Fitch

 

•     Moody’s

 
 •     Standard
& Poor’s

		
	 Alesco XIII:
  

•   Collateral Management Agreement
	  	 •     Issuer

 

•     Majority-in-Interest of Preferred Shareholders

 

•     R.A.C.:

 

•     Fitch

 

•     Moody’s

 
 •     Standard
& Poor’s

		
	 Alesco XIV:
  

•   Collateral Management Agreement
	  	 •     Issuer

 

•     Majority-in-Interest of First Tier Preferred Shareholders

 

•     R.A.C.:

 

•     Fitch

 

•     Moody’s

 
 •     Standard
& Poor’s



  
 5 








  

			
	CDO Agreement	  	Required Consents
		
	 Alesco XV:
  

•   Collateral Management Agreement
	  	 •     Issuer

 

•     Majority-in-Interest of First Tier Preferred Shareholders

 

•     R.A.C.:

 

•     Fitch

 

•     Moody’s

 
 •     Standard
& Poor’s

		
	 Alesco XVI:
  

•   Collateral Management Agreement
	  	 •     Issuer

 

•     Majority-in-Interest of First Tier Preferred Shareholders

 

•     R.A.C.:

 

•     Fitch

 

•     Moody’s

 
 •     Standard
& Poor’s

		
	 Alesco XVII:
  

•   Collateral Management Agreement
	  	 •     Issuer

 

•     Majority-in-Interest of First Tier Preferred Shareholders

 

•     R.A.C.:

 

•     Fitch

 

•     Moody’s

 
 •     Standard
& Poor’s.



  
 6 








  
 Schedule 4(d)

 Consents and Approvals 
 The following consents are required: 
 TD Bank, N.A. 

 

			
	CDO Agreement	  	Required Consents
		
	 Alesco I:
  

•   Collateral Management Agreement

 
 •   Financial
Sub-Advisory Agreement
	  	 •     Issuer, Majority-in-Interest of Preferred Shareholders,
Fitch, Moody’s, Standard & Poor’s.
  
 •     Sandler O’Neill & Partners, L.P.

		
	 Alesco II:
  

•   Collateral Management Agreement

 
 •   Financial
Sub-Advisory Agreement
	  	 •     Issuer, Majority-in-Interest of Preferred Shareholders,
Fitch, Moody’s, Standard & Poor’s.
  
 •     Sandler O’Neill & Partners, L.P.

		
	 Alesco III:
  

•   Collateral Management Agreement

 
 •   Financial
Sub-Advisory Agreement
	  	 •     Issuer, Majority-in-Interest of Preferred Shareholders,
Fitch, Moody’s, Standard & Poor’s.
  
 •     Sandler O’Neill & Partners, L.P.

		
	 Alesco IV:
  

•   Collateral Management Agreement
	  	 •     Issuer, Majority-in-Interest of Preferred Shareholders, Fitch, Moody’s, Standard
& Poor’s

		
	 Alesco V:
  

•   Collateral Management Agreement
	  	 •     Issuer, Majority-in-Interest of Preferred Shareholders, Fitch, Moody’s, Standard
& Poor’s.

		
	 Alesco VI:
  

•   Collateral Management Agreement
	  	 •     Issuer, Majority-in-Interest of Preferred Shareholders, Fitch, Moody’s, Standard
& Poor’s.

		
	 Alesco VII:
  

•   Collateral Management Agreement
	  	 •     Issuer, Majority-in-Interest of the Holders of the Income Notes, Assured Guaranty Corp.,
Fitch, Moody’s, Standard & Poor’s









   
 
 
			
	CDO Agreement	  	Required Consents
		
	 Alesco VIII:
  

•   Collateral Management Agreement
	  	 •     Issuer, Majority-in-Interest of Preferred Shareholders, Fitch, Moody’s, Standard
& Poor’s.

		
	 Alesco IX:
  

•   Collateral Management Agreement
	  	 •     Issuer, Majority-in-Interest of Preferred Shareholders, Fitch, Moody’s, Standard
& Poor’s.

		
	 Alesco X:
  

•   Collateral Management Agreement
	  	 •     Issuer, Majority-in-Interest of Preferred Shareholders, Fitch, Moody’s, Standard
& Poor’s.

		
	 Alesco XI:
  

•   Collateral Management Agreement
	  	 •     Issuer, Majority-in-Interest of Preferred Shareholders, Fitch, Moody’s, Standard
& Poor’s.

		
	 Alesco XII:
  

•   Collateral Management Agreement
	  	 •     Issuer, Majority-in-Interest of Preferred Shareholders, Fitch, Moody’s, Standard
& Poor’s.

		
	 Alesco XIII:
  

•   Collateral Management Agreement
	  	 •     Issuer, Majority-in-Interest of Preferred Shareholders, Fitch, Moody’s, Standard
& Poor’s.

		
	 Alesco XIV:
  

•   Collateral Management Agreement
	  	 •     Issuer, Majority-in-Interest of the First Tier Preferred Shareholders, Fitch,
Moody’s, Standard & Poor’s.

		
	 Alesco XV:
  

•   Collateral Management Agreement
	  	 •     Issuer, Majority-in-Interest of the First Tier Preferred Shareholders, Fitch,
Moody’s, Standard & Poor’s.

		
	 Alesco XVI:
  

•   Collateral Management Agreement
	  	 •     Issuer, Majority-in-Interest of the First Tier Preferred Shareholders, Fitch,
Moody’s, Standard & Poor’s.

		
	 Alesco XVII:
  

•   Collateral Management Agreement
	  	 •     Issuer, Majority-in-Interest of the First Tier Preferred Shareholders, Fitch,
Moody’s, Standard & Poor’s.



  
 2 








  
 Schedule 4(e)

 Proceedings 
 (i) Cohen & Company is named as one of fifteen defendants in a lawsuit filed by Riverside National Bank of Florida (“Riverside”) on November 13, 2009 in the Supreme Court of the
State of New York, County of New York. (A substantially similar action was filed by Riverside on August 6, 2009 in the Supreme Court of the State of New York, County of Kings, and subsequently discontinued without prejudice and refiled in New
York County.) The action, titled Riverside National Bank of Florida v. The McGraw-Hill Companies, Inc., Moody’s Investors Service, Inc., Fitch, Inc., Taberna 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., JPMorgan Chase & Co., J.P. Morgan Securities Inc., Citigroup Global Markets,
Credits Suisse Securities (USA) LLC, ABN Amro, Inc., Cohen & Company, and SunTrust Robinson Humphrey, Inc., asserts claims for common law fraud, negligent misrepresentation, breach of fiduciary duty, and breach of contract in connection
with Riverside’s purchase of certain CDO securities, including, but not limited to, securities from the Alesco I, II, VII, IX, X and XIII CDOs. Riverside alleges that offering materials issued in connection with the CDOs it purchased did not
adequately disclose the process by which the rating agencies rated each of the securities. Riverside also alleges, among other things, that the offering materials should have disclosed an alleged conflict of interest of the rating agencies as well
as the role that the rating agencies played in structuring each CDO. Riverside seeks damages in excess of $132 million, rescission of its purchases of the securities at issue, an accounting of certain amounts received by the defendants together with
the imposition of a constructive trust, and punitive damages of an unspecified amount. On December 11, 2009, the defendants moved to dismiss all of Riverside’s claims. Riverside filed an opposition to the defendants’ motion on
February 19, 2010, voluntarily dismissing its contract causes of action and opposing the remainder of defendants’ motion to dismiss. 
 (ii) Alesco Preferred Funding X, Ltd. is named as a defendant in a lawsuit filed by Leawood Bancshares, Inc. (“Leawood”) and CrossFirst Holdings, LLC (“CrossFirst”) on July 23,
2010 in the United States District Court for the Southern District of New York. The action, titled Leawood Bancshares, Inc. and CrossFirst Holdings, LLC v. Alesco Preferred Funding X, Ltd. alleges that Alesco breached a March 1, 2010 letter
agreement between Leawood and Alesco by failing to sell $4 million of trust preferred securities to Leawood for $1 million on or before June 7, 2010. The complaint alleges that Leawood was a party to an Asset Contribution Agreement with
CrossFirst and other parties, which agreement contained a pre-condition that the trust preferred securities be sold to Leawood. The complaint alleges that the failure by Alesco Preferred Funding X, Ltd. to complete such sale prevented Leawood and
CrossFirst from closing the Asset Contribution Agreement, thereby depriving the plaintiffs from the benefits thereof. 







  
 Schedule 4(f)

 Material Contracts 
 CDO Agreements 
 Collateral Management 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”). 

  

	(10)	Collateral Management Agreement, dated as of March 15, 2006, by and between Alesco Preferred Funding X, Ltd. and Cohen Bros. Financial Management, LLC (now known
as “Cohen & Company Financial Management, LLC”). 








  

	 	(11)	Collateral Management Agreement, dated as of June 29, 2006, by and between Alesco Preferred Funding XI, Ltd. and Cohen Bros. Financial Management, LLC (now known
as “Cohen & Company Financial Management, LLC”). 

  

	 	(12)	Collateral Management Agreement, dated as of October 12, 2006, by and between Alesco Preferred Funding XII, Ltd. and Cohen Bros. Financial Management, LLC (now
known as “Cohen & Company Financial Management, LLC”). 

  

	 	(13)	Collateral Management Agreement, dated as of November 30, 2006, by and between Alesco Preferred Funding XIII, Ltd. and Cohen & Company Financial
Management, LLC. 

  

	 	(14)	Collateral Management Agreement, dated as of December 21, 2006, by and between Alesco Preferred Funding XIV, Ltd. and Cohen & Company Financial
Management, LLC. 

  

	 	(15)	Collateral Management Agreement, dated as of March 29, 2007, by and between Alesco Preferred Funding XV, Ltd. and Cohen & Company Financial Management,
LLC. 

  

	 	(16)	Collateral Management Agreement, dated as of June 28, 2007, by and between Alesco Preferred Funding XVI, Ltd. and Cohen & Company Financial Management,
LLC. 

  

	 	(17)	Collateral Management Agreement, dated as of October 30, 2007, by and between Alesco Preferred Funding XVII, Ltd. and Cohen & Company Financial
Management, LLC. 

 Sandler Sub-Advisory Agreements 

 

	 	(1)	Financial Sub-Advisory Agreement, dated as of September 25, 2003, by and between Cohen Bros. Financial Management, LLC (now known as “Cohen & Company
Financial Management, LLC”) and Sandler O’Neill & Partners, L.P. 

  

	 	(2)	Financial Sub-Advisory Agreement, dated as of December 19, 2003, by and between Cohen Bros. Financial Management, LLC (now known as “Cohen & Company
Financial Management, LLC”) and Sandler O’Neill & Partners, L.P. 

  

	 	(3)	Financial Sub-Advisory Agreement, dated as of March 25, 2004, by and between Cohen Bros. Financial Management, LLC (now known as “Cohen & Company
Financial Management, LLC”) and Sandler O’Neill & Partners, L.P. 

 Collateral Administration
Agreements 
  

	 	(1)	Collateral Administration Agreement, dated as of September 25, 2003, by and among Alesco Preferred Funding I, Ltd., Cohen Bros. Financial Management, LLC (now
known as “Cohen & Company Financial Management, LLC”) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association). 


 

	 	(2)	 Collateral Administration Agreement, dated as of December 19, 2003, by and among Alesco Preferred Funding II, Ltd., Cohen Bros. Financial
Management, LLC (now known 










	 	 
as “Cohen & Company Financial Management, LLC”) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association).



  

	 	(3)	Collateral Administration Agreement, dated as of March 25, 2004, by and among Alesco Preferred Funding III, Ltd., Cohen Bros. Financial Management, LLC (now known
as “Cohen & Company Financial Management, LLC”) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association). 


 

	 	(4)	Collateral Administration Agreement, dated as of May 18, 2004, by and among Alesco Preferred Funding IV, Ltd., Cohen Bros. Financial Management, LLC (now known as
“Cohen & Company Financial Management, LLC”) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association). 


 

	 	(5)	Collateral Administration Agreement, dated as of September 14, 2004, by and among Alesco Preferred Funding V, Ltd., Cohen Bros. Financial Management, LLC (now
known as “Cohen & Company Financial Management, LLC”) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association). 


 

	 	(6)	Collateral Administration Agreement, dated as of December 21, 2004, by and among Alesco Preferred Funding VI, Ltd., Cohen Bros. Financial Management, LLC (now
known as “Cohen & Company Financial Management, LLC”) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association). 


 

	 	(7)	Collateral Administration Agreement, dated as of April 19, 2005, by and among Alesco Preferred Funding VII, Ltd., Cohen Bros. Financial Management, LLC (now known
as “Cohen & Company Financial Management, LLC”) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association). 


 

	 	(8)	Collateral Administration Agreement, dated as of August 4, 2005, by and among Alesco Preferred Funding VIII, Ltd., Cohen Bros. Financial Management, LLC (now known
as “Cohen & Company Financial Management, LLC”) and The Bank of New York Mellon Trust Company, National Association (successor to JPMorgan Chase Bank, National Association). 


 

	 	(9)	Collateral Administration Agreement, dated as of December 15, 2005, by and among Alesco Preferred Funding IX, Ltd., Cohen Bros. Financial Management, LLC (now
known as “Cohen & Company Financial Management, LLC”) and U.S. Bank National Association. 

  

	 	(10)	Collateral Administration Agreement, dated as of March 15, 2006, by and among Alesco Preferred Funding X, Ltd., Cohen Bros. Financial Management, LLC (now known as
“Cohen & Company Financial Management, LLC”) and U.S. Bank National Association. 








  

	 	(11)	Collateral Administration Agreement, dated as of June 29, 2006, by and among Alesco Preferred Funding XI, Ltd., Cohen Bros. Financial Management, LLC (now known as
“Cohen & Company Financial Management, LLC”) and U.S. Bank National Association. 

  

	 	(12)	Collateral Administration Agreement, dated as of October 12, 2006, by and among Alesco Preferred Funding XII, Ltd., Cohen Bros. Financial Management, LLC (now
known as “Cohen & Company Financial Management, LLC”) and U.S. Bank National Association. 

  

	 	(13)	Collateral Administration Agreement, dated as of November 30, 2006, by and among Alesco Preferred Funding XIII, Ltd., Cohen & Company Financial
Management, LLC and Wells Fargo Bank, National Association. 

  

	 	(14)	Collateral Administration Agreement, dated as of December 21, 2006, by and among Alesco Preferred Funding XIV, Ltd., Cohen & Company Financial Management,
LLC and U.S. Bank National Association. 

  

	 	(15)	Collateral Administration Agreement, dated as of March 29, 2007, by and among Alesco Preferred Funding XV, Ltd., Cohen & Company Financial Management, LLC
and LaSalle Bank National Association. 

  

	 	(16)	Collateral Administration Agreement, dated as of June 28, 2007, by and among Alesco Preferred Funding XVI, Ltd., Cohen & Company Financial Management, LLC
and U.S. Bank National Association. 

  

	 	(17)	Collateral Administration Agreement, dated as of October 30, 2007, by and among Alesco Preferred Funding XVII, Ltd., Cohen & Company Financial Management,
LLC and Wells Fargo Bank, National Association. 

 Indentures 

 

	 	(1)	Indenture, dated as of September 25, 2003, by and among Alesco Preferred Funding I, Ltd., Alesco Preferred Funding I, Inc. and The Bank of New York Mellon Trust
Company, National Association (successor to JPMorgan Chase Bank, National Association). 

  

	 	(2)	Indenture, dated as of December 19, 2003, by and among Alesco Preferred Funding II, Ltd., Alesco Preferred Funding II, Inc. and The Bank of New York Mellon Trust
Company, National Association (successor to JPMorgan Chase Bank, National Association). 

  

	 	(3)	Indenture, dated as of March 25, 2004, by and among Alesco Preferred Funding III, Ltd., Alesco Preferred Funding III, Inc. and The Bank of New York Mellon Trust
Company, National Association (successor to JPMorgan Chase Bank, National Association). 

  

	 	(4)	 Indenture, dated as of May 18, 2004, by and among Alesco Preferred Funding IV, Ltd., Alesco Preferred Funding IV, Inc. and The Bank of New York
Mellon Trust 










	 	 
Company, National Association (successor to JPMorgan Chase Bank, National Association). 


  

	 	(5)	Indenture, dated as of September 14, 2004, by and among Alesco Preferred Funding V, Ltd., Alesco Preferred Funding V, Inc. and The Bank of New York Mellon Trust
Company, National Association (successor to JPMorgan Chase Bank, National Association). 

  

	 	(6)	Indenture, dated as of December 21, 2004, by and among Alesco Preferred Funding VI, Ltd., Alesco Preferred Funding VI, Inc. and The Bank of New York Mellon Trust
Company, National Association (successor to JPMorgan Chase Bank, National Association). 

  

	 	(7)	Indenture, dated as of April 19, 2005, by and among Alesco Preferred Funding VII, Ltd., Alesco Preferred Funding VII, Inc. and The Bank of New York Mellon Trust
Company, National Association (successor to JPMorgan Chase Bank, National Association). 

  

	 	(8)	Indenture, dated as of August 4, 2005, by and among Alesco Preferred Funding VIII, Ltd., Alesco Preferred Funding VIII, Inc. and The Bank of New York Mellon Trust
Company, National Association (successor to JPMorgan Chase Bank, National Association). 

  

	 	(9)	Indenture, dated as of December 15, 2005, by and among Alesco Preferred Funding IX, Ltd., Alesco Preferred Funding IX, Inc. and U.S. Bank National Association.


  

	 	(10)	Indenture, dated as of March 15, 2006, by and among Alesco Preferred Funding X, Ltd., Alesco Preferred Funding X, Inc. and U.S. Bank National Association.


  

	 	(11)	Indenture, dated as of June 29, 2006, by and among Alesco Preferred Funding XI, Ltd., Alesco Preferred Funding XI, Inc. and U.S. Bank National Association.


  

	 	(12)	Indenture, dated as of October 12, 2006, by and among Alesco Preferred Funding XII, Ltd., Alesco Preferred Funding XII, Inc. and U.S. Bank National Association.


  

	 	(13)	Indenture, dated as of November 30, 2006, by and among Alesco Preferred Funding XIII, Ltd., Alesco Preferred Funding XIII, Inc. and Wells Fargo Bank, National
Association. 

  

	 	(14)	Indenture, dated as of December 21, 2006, by and among Alesco Preferred Funding XIV, Ltd., Alesco Preferred Funding XIV, Inc., Alesco Preferred Funding XIV (L2),
Ltd. and U.S. Bank National Association. 

  

	 	(15)	Indenture, dated as of March 29, 2007, by and among Alesco Preferred Funding XV, Ltd., Alesco Preferred Funding XV, LLC, Alesco Preferred Funding XV (L2), Ltd. and
LaSalle Bank National Association. 








  

	 	(16)	Indenture, dated as of June 28, 2007, by and among Alesco Preferred Funding XVI, Ltd., Alesco Preferred Funding XVI, LLC, Alesco Preferred Funding XVI (L2), Ltd.
and U.S. Bank National Association. 

  

	 	(17)	Indenture, dated as of October 30, 2007, by and among Alesco Preferred Funding XVII, Ltd., Alesco Preferred Funding XVII, LLC, Alesco Preferred Funding XVII (L2),
Ltd. and Wells Fargo Bank, National Association. 

 Hedge Agreements 

 

	 	(1)	ISDA Master Agreement, dated as of September 25, 2003, by and between Merrill Lynch Capital Services, Inc. and Alesco Preferred Funding I, Ltd.


  

	 	(2)	ISDA Master Agreement, dated as of March 25, 2004, by and between Merrill Lynch Capital Services, Inc. and Alesco Preferred Funding III, Ltd.


  

	 	(3)	ISDA Master Agreement, dated as of May 18, 2004, by and between Merrill Lynch Capital Services, Inc. and Alesco Preferred Funding IV, Ltd.


  

	 	(4)	ISDA Master Agreement, dated as of September 14, 2004, by and between Merrill Lynch Capital Services, Inc. and Alesco Preferred Funding V, Ltd.


  

	 	(5)	ISDA Master Agreement, dated as of December 21, 2004, by and between Merrill Lynch Capital Services, Inc. and Alesco Preferred Funding VI, Ltd.


  

	 	(6)	ISDA Master Agreement, dated as of April 19, 2005, by and between Merrill Lynch Capital Services, Inc. and Alesco Preferred Funding VII, Ltd.


  

	 	(7)	ISDA Master Agreement, dated as of August 4, 2005, by and between Merrill Lynch Capital Services, Inc. and Alesco Preferred Funding VIII, Ltd.


  

	 	(8)	ISDA Master Agreement, dated as of December 15, 2005, by and between Merrill Lynch Capital Services, Inc. and Alesco Preferred Funding IX, Ltd.


  

	 	(9)	ISDA Master Agreement, dated as of March 15, 2006, by and between Merrill Lynch Capital Services, Inc. and Alesco Preferred Funding X, Ltd.


  

	 	(10)	ISDA Master Agreement, dated as of June 29, 2006, by and between Merrill Lynch Capital Services, Inc. and Alesco Preferred Funding XI, Ltd.


  

	 	(11)	ISDA Master Agreement, dated as of October 12, 2006, by and between Bear Stearns Capital Markets, Inc. and Alesco Preferred Funding XII, Ltd.


  

	 	(12)	ISDA Master Agreement, dated as of November 30, 2006, by and between Bear Stearns Capital Markets, Inc. and Alesco Preferred Funding XIII, Ltd.









  

	 	(13)	ISDA Master Agreement, dated as of December 21, 2006, by and between ABN AMRO BANK N.V. and Alesco Preferred Funding XIV, Ltd. 


 

	 	(14)	ISDA Master Agreement, dated as of March 29, 2007, by and between ABN AMRO BANK N.V. and Alesco Preferred Funding XV, Ltd. 


 

	 	(15)	ISDA Master Agreement, dated as of June 28, 2007, by and between Merrill Lynch Capital Services, Inc. and Alesco Preferred Funding XVI, Ltd.


  

	 	(16)	ISDA Master Agreement, dated as of October 30, 2007, by and between The Bank of New York and Alesco Preferred Funding XVII, Ltd. 








  
 *** Confidential
material redacted and filed separately with the Commission. 
 Schedule 4(g) 

List of Additional Defaulted Securities and Hedge Defaults 
 *** 
  

			
		
	Peotone Bancorp	  	Alesco III


			
		
	American Community Mutual Insurance Company and Beach First National Bancshares	  	Alesco VII


			
		
	AMCORE Financial	  	Alesco XV


			
		
	Riverside Banking Company	  	Alesco XI, XII, XIV and XVII








  
 Schedule 4(h)

 Waivers and Releases 
 On September 25, 2009, Cohen Financial provided notice to the holders of securities in Alesco Preferred Funding I, Ltd., Alesco Preferred Funding II, Ltd., Alesco Preferred Funding III, Ltd., and
Alesco Preferred Funding IV, Ltd. (“Alesco I-IV”) regarding the adoption of a Supplemental Indenture to clarify and adopt a policy relating to certain asset exchanges permitted under the applicable Indentures (the “Supplemental
Indenture”). In response to the Supplemental Indenture, Hildene Capital Management, LLC (“Hildene”) objected, alleged that certain prior exchanges breached the terms of the Collateral Management Agreements and asserted that such
breaches must be cured within 30 days. On December 7, 2009, Cohen Financial notified holders of securities in Alesco I-IV that it was withdrawing the Supplemental Indenture and that Cohen Financial was changing its policies and procedures with
respect to exchanges based on feedback received from investors. On December 11, 2009 Hildene withdrew its proposal to remove Cohen Financial as the Collateral Manager in Alesco I-IV. 







  
 Schedule 4(k)

 Notices 
 On September 25, 2009, Cohen Financial provided notice to the holders of securities in Alesco Preferred Funding I, Ltd., Alesco Preferred Funding II, Ltd., Alesco Preferred Funding III, Ltd., and
Alesco Preferred Funding IV, Ltd. (“Alesco I-IV”) regarding the adoption of a Supplemental Indenture to clarify and adopt a policy relating to certain asset exchanges permitted under the applicable Indentures (the “Supplemental
Indenture”). In response to the Supplemental Indenture, Hildene Capital Management, LLC (“Hildene”) objected, alleged that certain prior exchanges breached the terms of the Collateral Management Agreements and asserted that such
breaches must be cured within 30 days. On December 7, 2009, Cohen Financial notified holders of securities in Alesco I-IV that it was withdrawing the Supplemental Indenture and that Cohen Financial was changing its policies and procedures with
respect to exchanges based on feedback received from investors. On December 11, 2009 Hildene withdrew its proposal to remove Cohen Financial as the Collateral Manager in Alesco I-IV. 







  
 Schedule 4(l)

 Waiver of Collateral Management Fees 
 None. 







  
 Schedule 4(n)

 Brokers 

None. 







  
 *** Confidential
material redacted and filed separately with the Commission. 
 Schedule 4(p) 

List of Fees and Expenses 
                   *** [Two pages.] 








 *** Confidential material redacted and filed separately with the Commission.

  

 Schedule 6(j) 

ATP Wiring Instructions 
 *** 








 *** Confidential material redacted and filed separately with the Commission.

  

 Schedule 6(l) 

List of Employees 
 *** 







  
 Schedule 6(p)

 List of Current Amendments, Restructuring, Waivers and Workouts 

Potential restructuring and/or exchange of Cascade Bancorp trust preferred securities held in Alesco VI, X, XI and XIV, having an
aggregate principal amount of $66,500,000, pursuant to that certain letter dated October 26, 2009. 







  
 Schedule 8(i)

 Escrow Deposit 
  

													
	 	  	Maximum
Services Fee	 	  	Amount to be Delivered
To Escrow Agent
at Initial Closing	 	  	Service Fee to
be Paid at
Initial Closing	 
	 Alesco 1
	  	$	502,423	  	  	$	—  	  	  	$	—  	  
	 Alesco 2
	  	 	538,236	  	  	 	—  	  	  	 	—  	  
	 Alesco 3
	  	 	521,115	  	  	 	—  	  	  	 	—  	  
	 Alesco 4
	  	 	952,747	  	  	 	—  	  	  	 	—  	  
	 Alesco 5
	  	 	908,056	  	  	 	—  	  	  	 	—  	  
	 Alesco 6
	  	 	1,585,082	  	  	 	—  	  	  	 	—  	  
	 Alesco 7
	  	 	778,128	  	  	 	—  	  	  	 	—  	  
	 Alesco 8
	  	 	1,737,437	  	  	 	—  	  	  	 	—  	  
	 Alesco 9
	  	 	1,858,543	  	  	 	—  	  	  	 	—  	  
	 Subtotal
	  	 	9,381,767	  	  	 	—  	  	  	 	—  	  
	 Alesco 10
	  	 	2,867,600	  	  	 	2,469,322	  	  	 	398,278	  
	 Alesco 11
	  	 	1,895,555	  	  	 	1,632,284	  	  	 	263,272	  
	 Alesco 12
	  	 	1,941,249	  	  	 	1,671,631	  	  	 	269,618	  
	 Alesco 13
	  	 	1,287,630	  	  	 	1,108,793	  	  	 	178,838	  
	 Alesco 14
	  	 	2,139,454	  	  	 	1,842,308	  	  	 	297,146	  
	 Alesco 15
	  	 	1,535,062	  	  	 	1,321,859	  	  	 	213,203	  
	 Alesco 16
	  	 	1,413,358	  	  	 	1,217,058	  	  	 	196,300	  
	 Alesco 17
	  	 	538,325	  	  	 	463,557	  	  	 	74,767	  
	 Subtotal
	  	 	13,618,233	  	  	 	11,726,811	  	  	 	1,891,421	  
	 Total
	  	$	23,000,000	  	  	$	11,726,811	  	  	$	1,891,421	  








  
 EXHIBITS 

 

			
	Exhibit A	  	Form of Assignment and Assumption Agreement
	Exhibit B	  	Form of Required Holder’s Consent
	Exhibit C	  	Form of Issuer’s Consent
	Exhibit D	  	Form of Escrow Agreement
	Exhibit E	  	Form of Voting Agreement
	Exhibit F	  	Form of Cohen Services Agreement








  
 Exhibit A

 ASSIGNMENT AND ASSUMPTION AGREEMENT 

AMONG 
 COHEN & COMPANY FINANCIAL MANAGEMENT, LLC, 
 AS EXISTING COLLATERAL MANAGER, 
 ATP MANAGEMENT LLC, 
 AS
SUCCESSOR COLLATERAL MANAGER, 
 AND 

ALESCO PREFERRED FUNDING [    ], LTD.,

 AS ISSUER 
 DATED AS OF JULY     , 2010 







  

ASSIGNMENT AND ASSUMPTION AGREEMENT 

This ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of July
    , 2010 (such agreement as amended, modified, waived, supplemented or restated from time to time, the “Agreement”), by and among COHEN & COMPANY
FINANCIAL MANAGEMENT, LLC, a Delaware limited liability company (the “Existing Collateral Manager”), ATP MANAGEMENT LLC, a Delaware limited liability company (together with its successors
and assigns, the “Successor Collateral Manager), and ALESCO PREFERRED FUNDING [_], LTD., an exempted Cayman Islands company (together with its successors and assigns, the
“Issuer”). 
 RECITALS: 
 WHEREAS, pursuant to that certain Collateral Management Agreement, dated as of             , 20    , by and
between the Issuer and the Existing Collateral Manager (such agreement as amended, modified, waived, supplemented or restated from time to time, the “Collateral Management Agreement”), the Existing Collateral Manager provides the
services described in the Collateral Management Agreement; 
 WHEREAS, pursuant to that certain Collateral Administration
Agreement, dated as of [            , 20    ], by and between the Issuer, the Existing Collateral Manager, and [U.S. Bank National Association]
(“Trustee”) (such agreement as amended, modified, waived, supplemented or restated from time to time, the “Collateral Administration Agreement” and, together with the Collateral Management Agreement, the
“Assigned Agreements”), the Existing Collateral Manager provides the services described in the Collateral Administration Agreement; 
 WHEREAS, in accordance with the terms and subject to the conditions of this Agreement and the Master Transaction Agreement dated as of July     , 2010, by and among the Existing
Collateral Manager, Cohen & Company Inc. and the Successor Collateral Manager (the “Transaction Agreement”), the Existing Collateral Manager desires to assign to the Successor Collateral Manager, effective as of the
Effective Time (as defined below), all of its rights, title and interest in and to the Assigned Agreements and all duties and obligations of the Existing Collateral Manager arising under or in connection with the Assumed Liabilities (as defined
below); and 
 WHEREAS, in accordance with the terms and subject to the conditions of this Agreement and the Transaction
Agreement, the Successor Collateral Manager desires to assume, effective as of the Effective Time, all of the rights, title and interest of the Existing Collateral Manager in the Assigned Agreements and the liabilities, obligations and duties of the
Existing Collateral Manager arising under or in connection with the Assumed Liabilities. 
 NOW, THEREFORE, in consideration of
the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Existing Collateral Manager, the Successor Collateral Manager, and the Issuer agree as follows: 

1. Defined Terms. Capitalized terms used herein but not otherwise defined shall have the respective meanings ascribed thereto in
the Assigned Agreements. 
 2. Assignment and Assumption. 

(a) Subject to the terms of this Agreement, effective as of the Effective Time, the Existing Collateral Manager does hereby sell, assign,
convey, transfer and set over to the Successor Collateral Manager, in accordance with and subject to the Transaction Agreement, all of the Existing Collateral Manager’s right, title and interest in, under and with respect to the Assigned
Agreements and any liabilities, obligations and duties of the Existing Collateral Manager arising under or in connection with the Assigned Agreements to the extent, and only to the extent, such liabilities, obligations and duties relate to the
period from and after the Effective Time (the “Assumed Liabilities”). 







 
Subject to the terms of this Agreement, effective as of the Effective Time, the Successor Collateral Manager accepts the foregoing assignment and assumes the foregoing rights, duties and
obligations and confirms that the Successor Collateral Manager shall be deemed a party to the Assigned Agreements. For the avoidance of doubt, the Successor Collateral Manager is not making the representations and warranties contained in
Section 16(b)(vi) of the Collateral Management Agreement and neither the Successor Collateral Manager, its Affiliates nor any of their respective directors, officers, employees, agents or representatives assumes any liability arising out of, or
accruing under, the Assigned Agreements with respect to any period prior to the Effective Time, which shall include but not be limited to (i) any liabilities relating to the offering and issuance of the securities described in the Indentures,
(ii) any information about, or relating to, the Existing Collateral Manager or any other information contained in the Final Offering Circular or any other information provided to investors prior to the Effective Time, (iii) any act or
omission to act by the Existing Collateral Manager prior to the Effective Time, (iv) any breach of a representation or warranty made by the Existing Collateral Manager or (v) any failure of the Existing Collateral Manager to comply with
any provision of the Assigned Agreements. The assignment and assumption hereunder shall be effective as of 12:01 a.m., New York City Time on July 29, 2010 (the “Effective Time”). 

(b) In connection with the assignment evidenced hereby, subject to the terms of this Agreement, effective as of the Effective Time, the
Successor Collateral Manager irrevocably agrees to be bound by all of the terms of, and to undertake, assume and perform all obligations of the Existing Collateral Manager as contained in the Assigned Agreements from and after the Effective Time.
The Successor Collateral Manager hereby represents and warrants that (i) it has received copies of the Transaction Documents, (ii) has the ability to professionally and competently perform the duties imposed upon the Collateral Manager
under the Collateral Management Agreement and (iii) is legally qualified and has the capacity to act as the Collateral Manager under the Collateral Management Agreement. 
 (c) The Existing Collateral Manager, the Successor Collateral Manager, and the Issuer agree that (a) all references in the Assigned Agreements and the Indenture to the “Collateral Manager”
or any such similar term and all references in any other documents necessary or incidental to carrying out the terms of the foregoing documents (such documents, together with the Assigned Agreements, the “Transaction Documents”) to
the Existing Collateral Manager shall, from and after the Effective Time, refer to the Successor Collateral Manager, (b) all references in Section 13 of the Collateral Management Agreement to “Cohen Bros. Management” shall, from
and after the Effective Time, refer to “ATP Management LLC” and (c) the fourth and fifth sentences of Section 5 of the Collateral Management Agreement which refer to “Cohen Bros. & Company, LLC, an Affiliate of the
Collateral Manager” are hereby deleted in their entirety. The Successor Collateral Manager’s signature hereto shall be deemed to be an executed counterpart to the Transaction Documents duly delivered to the Issuer and to Trustee.

 (d) Upon the execution and delivery of this Agreement by the Successor Collateral Manager, the Existing Collateral Manager
shall be released from further obligations pursuant to the Collateral Management Agreement arising from and after the Effective Time, except with respect to its obligations arising under Section 10 of the Collateral Management Agreement prior
to the date hereof and except with respect to its obligations in Section 14 and Section 40 of the Collateral Management Agreement. 
 (e) The Existing Collateral Manager, the Successor Collateral Manager, and the Issuer shall, at any time and from time to time, promptly and duly execute and deliver any and all such further instruments
and documents and take such further action as may reasonably be requested by any other party to obtain the full benefits of this Agreement, and of the rights and powers herein granted. 







  
 3. Waiver of
Subordinate Management Fees and Incentive Management Fees. 
 (a) Notwithstanding anything herein to the contrary, the
Successor Collateral Manager hereby waives any Subordinate Collateral Management Fee (the “Subordinate Fee”) and Incentive Management Fee (the “Incentive Fee”) it may otherwise be entitled to receive by reason of
entering into this Agreement and the performance of services under the Assigned Agreements. The waiver of any Subordinate Fee and Incentive Fee will be effective as to any and all calendar years with respect to which such waiver has not been
prospectively revoked in accordance with Section (3)(b) below. 
 (b) The Successor Collateral Manager
may revoke the waiver of a Subordinate Fee or Incentive Fee annually as to any calendar year by delivering notice of such revocation to the Issuer and Trustee within the period beginning on December 15th and ending on December 31st of the preceding calendar year. Any such revocation will be
effective only with respect to fees earned during the calendar year immediately following the year in which the waiver is revoked and will have no effect on any other calendar year, except to the extent interest may accrue in any such other calendar
year on Subordinate Fees earned, but not paid, in the calendar year for which such revocation was effective. 
 4. Consent
and Acknowledgement. The Issuer hereby consents to (i) the assignment by the Existing Collateral Manager to, and assumption by the Successor Collateral Manager of, the rights, title, interest, duties and obligations of the Existing
Collateral Manager pursuant to the Collateral Management Agreement in accordance with Section 2(a) hereof and (ii) the release of the Existing Collateral Manager from further obligation under the Collateral Management Agreement in
accordance with Section 2(d). 
 5. Notices; Agent for Service of Process. (a) The addresses for notice for the
Existing Collateral Manager as set forth in any of the Transaction Documents, are deleted in their entirety and replaced with the following: 
  

	 	(i)	if to the Successor Collateral Manager: 

  

			
	ATP Management LLC
	c/o Fortress Investment Group LLC
	1345 Avenue of the Americas,
46th Floor
	New York, New York 10105
	Telephone:	  	(212) 479-1505
	Facsimile:	  	(212) 798-6090
	Attention:	  	Rick Noble
	
	with copies, which shall not constitute notice, to:
	
	Joel A. Holsinger
	Fortress Investment Group LLC
	400 Galleria Parkway
	Suite 1500
	Atlanta, GA 30339
	Telephone:	  	(678) 385-5905
	Facsimile:	  	(678) 550-9105
	
	Joshua Pack
	Fortress Investment Group
	10250 Constellation Blvd., Suite 2350
	Los Angeles, CA 90067
	Telephone:	  	(310) 228-3015
	Facsimile:	  	(310) 228-3031








  

			
	Hunton & Williams LLP
	600 Peachtree Street, N.E., Suite 4100
	Atlanta, GA 30308
	Facsimile:	  	(404) 602-8669
	Attention:	  	John R. Schneider, Esq.
	
	Hunton & Williams LLP
	Riverfront Plaza, East Tower
	951 East Byrd Street
	Richmond, Virginia 23219-4074
	Facsimile:	  	(804) 343-4833
	Attention:	  	S. Gregory Cope, Esq.

  

	 	(ii)	if to the Existing Collateral Manager: 

  

			
	
	Cohen & Company Inc.
	Circa Centre
	2929 Arch Street
	17th Floor
	Philadelphia PA 19103
	Facsimile:	  	(215) 701-8282
	Attention:	  	Joseph Pooler, Chief Financial Officer
	
	and to:
	
	Cohen & Company Financial Management, LLC
	135 East 57th Street, 21st
Floor
	New York, NY 10022
	Facsimile:	  	(646) 673-8100
	Attention:	  	Rachel Fink, Esq., Chief Legal Officer
	
	with copies, which shall not constitute notice, to:
	
	Cozen O’Connor
	1900 Market Street
	Philadelphia, PA 19103
	Facsimile:	  	(215) 701-2228
	Attention:	  	Anna M. McDonough, Esq.

 (b) The third
sentence of Section 18 of the Collateral Management Agreement is hereby deleted in its entirety and the following is substituted therefor: 
 “The Collateral Manager irrevocably consents to the service of any and all process in any action or proceeding by the mailing of certified mail, return receipt requested, or delivery requiring
signature and proof of delivery of copies of such initial process to it at c/o Fortress Investment Group LLC, 1345 Avenue of the Americas, 46th Floor, New York, New York 10105, Attention: Rick Noble.” 







  
 6. Successors and
Assigns. This Agreement is binding upon and shall inure to the benefit of the heirs, successors and assigns of the parties. 

7. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York
applicable to agreements made and to be performed entirely within such State, without regard to the conflicts of law principles of such State. 
 8. Submission to Jurisdiction. Each of the Existing Collateral Manager and the Successor Collateral Manager irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the
Supreme Court of the State of New York, New York County, and (ii) the United States District Court for the Southern District of New York for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions
contemplated hereby. Each of the Existing Collateral Manager and the Successor Collateral Manager agrees to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or if such
suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each of the Existing Collateral Manager and the Successor Collateral Manager irrevocably
and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York County, or
(ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding
brought in any such court has been brought in an inconvenient forum. 
 9. Waiver of Jury Trial. Each of the Existing
Collateral Manager, the Successor Collateral Manager and the Issuer irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to any litigation directly or
indirectly arising out of, under or in connection with this Agreement or any transaction contemplated hereby. Each of the Existing Collateral Manager, the Successor Collateral Manager and the Issuer hereby (i) certifies that no representative,
agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other parties have been
induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 9. 

10. Headings. The Article and Section headings in this Agreement are included herein for convenience of reference only and shall
not constitute a part of this Agreement for any other purpose. 
 11. Counterparts. This Agreement may be executed in one
or more counterparts (including by facsimile or portable document format (PDF)), all of which shall be considered an original copy of one and the same agreement, and shall become effective when one or more such counterparts have been signed by each
of the parties hereto and delivered to the other parties. 
 12. Entire Agreement. This Agreement, together with the
Transaction Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties. 

13. Full Force and Effect. As modified under this Agreement, all the terms and conditions of the Assigned Agreements shall remain
in full force and effect. 
 14. Transaction Agreement. The terms of the Transaction Agreement, including but not limited
to the Existing Collateral Manager’s representations, warranties, covenants, agreements and 







 
indemnities shall not be superseded hereby, but shall remain in full force and effect to the full extent provided therein. In the event of any direct conflict between the terms of the Transaction
Agreement and this Agreement, the terms of this Agreement shall govern. 
 15. Amendments. This Agreement shall not be
modified or amended, except by an instrument in writing executed and delivered on behalf of each of the parties hereto and upon the receipt of written confirmation from each Rating Agency (as defined in the Collateral Management Agreement) that such
amendment will not cause the reduction or withdrawal of its then current ratings of any class of Rated Notes (as defined in the Collateral Management Agreement). 







  
 IN WITNESS WHEREOF,
the parties hereto have duly executed and delivered this Assignment and Assumption Agreement as of the day and year first above written. 
  

			
	COHEN & COMPANY FINANCIAL MANAGEMENT, LLC, as Existing Collateral Manager
		
	By:	 	  

		 	Name: Joseph W. Pooler
		 	Title: Chief Financial Officer
	
	ATP MANAGEMENT LLC, as Successor Collateral Manager
		
	By:	 	  

		 	Name:
		 	Title:
	
	ALESCO PREFERRED FUNDING [    ], LTD., the
Issuer
		
	By:	 	  

		 	Name:
		 	Title:









  
 Exhibit B

 REQUEST FOR CONSENT 

Majority-in-Interest of the First Tier Preferred Shareholders 

Reference is made to the Indenture (as amended, modified, waived, supplemented or restated from time to time, the
“Indenture”), dated as of                      , by and among Alesco Preferred Funding
         Ltd., as Issuer (the “Issuer”), Alesco Preferred Funding         , LLC, as Co-Issuer (the “Co-Issuer”) and
[LaSalle Bank National Association], a national banking association organized under the laws of the United States, as Trustee (“Trustee”); and the Collateral Management Agreement, dated as of
                 , 20     by and between the Issuer and Cohen & Company Financial Management, LLC, a Delaware limited
liability company, as Collateral Manager (the “Collateral Manager” or the “Existing Collateral Manager”) (such agreement as amended, modified, waived, supplemented or restated from time to time, the
“Collateral Management Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture and the Collateral Management Agreement. 

This request seeks the consent of a majority of the interests of the holders of the First Tier Preferred Shares of the Issuer to
(i) the assignment of the Collateral Manager’s rights, obligations and duties under the Collateral Management Agreement, in their entirety, to ATP Management, LLC, a Delaware limited liability company (together with its successors and
assigns, the “Successor Collateral Manager”), pursuant to the Assignment and Assumption Agreement, by and among the Existing Collateral Manager, the Successor Collateral Manager and the Issuer, substantially in the form attached
hereto as Exhibit A and (ii) the execution by the Issuer of the Assignment and Assumption Agreement (clauses (i) and (ii) collectively, the “Proposal”). 

In connection therewith, you are requested to approve or reject the Proposal by completing the Ballot form attached hereto as Exhibit
B. Completed forms must be returned to Joseph Pooler via facsimile 215.701.8280 at the number set forth in such form no later than             
    , 2010 at 4 p.m., eastern time.  
  

							
		 	COHEN & COMPANY
		
		 	FINANCIAL MANAGEMENT, LLC
				
	Date:                  , 2010	 		 	By:	 	  









  
 EXHIBIT A

 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT 

(attached) 







  
 EXHIBIT B

 BALLOT 
 COHEN & COMPANY FINANCIAL MANAGEMENT LLC 
 Cira Center 

2929 Arch Street 
 17th Floor

 Philadelphia, PA 19104 
 Facsimile: 215-701-8280 
 Ladies and Gentlemen: 

Reference is hereby made to that certain (i) Indenture dated as of
                 , 20    (as amended, modified or supplemented from time to time, the “Indenture”), by and
among ALESCO PREFERRED FUNDING         , LTD., as Issuer, ALESCO PREFERRED FUNDING         , LLC, as Co-Issuer, and LASALLE BANK NATIONAL ASSOCIATION, as
Trustee and (ii) Request for Consent of a Majority-in-Interest of the First Tier Preferred Shareholders dated as of                  , 2010 (the
“Request for Consent”) from Cohen & Company Financial Management, LLC. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture or the Request for Consent, as
applicable. 
 This is to certify that the Person identified below on Addendum I was a First Tier Preferred Shareholder
as of                  , 2010 (the “Record Date”), of the number of First Tier Preferred Shares specified below. 

IN ADDITION TO COMPLETING THIS BALLOT AND COMPLETING AND SIGNING THE PROOF OF OWNERSHIP FORM ATTACHED HERETO AS ADDENDUM I, PLEASE
CLEARLY INSERT THE NUMBER OF FIRST TIER PREFERRED SHARES THAT YOU HOLD AND/OR ARE AUTHORIZED TO VOTE. 
 NUMBER OF FIRST TIER PREFERRED SHARES
HELD: 
 FIRST TIER PREFERRED SHARES:
                     
 CUSIP:
                     







  
 The undersigned
Holder of the above referenced First Tier Preferred Shares as of the Record Date ([            ]) hereby (please check ONE only): 

                    
consents to the Proposal. 

                    
objects to the Proposal. 
 THE ABOVE VOTES MAY BE REVOKED IN A WRITING RECEIVED BY THE TRUSTEE BY 5:00 P.M. (NEW YORK CITY TIME) ON
                 , 2010, AT WHICH TIME ALL BALLOTS NOT REVOKED SHALL BECOME IRREVOCABLE. 







  
 Addendum I

 First Tier Preferred Shares 
 of 
 ALESCO PREFERRED FUNDING
        , LTD. 
 ALESCO PREFERRED FUNDING
         , LLC 
 PROOF OF OWNERSHIP 

(First Tier Preferred Shares) 
  

					
	Registered Holder:	  	  
	  	
			
	 Signature of Registered Holder:
	  	  
	  	
			
	 Registered Holder contact name:
	  	  
	  	
	 Registered Holder contact number:
	  	  
	  	
	 Registered Holder e-mail address:
	  	  
	  	
			
	 CUSIP:
	  	  
	  	
			
	 Number of First Tier Preferred Shares:
	  	  
	  	
			
	 Date:
	  	  
	  	
			
	 MEDALLION GUARANTEE:
	  	  
	  	








  
 Exhibit C

 REQUEST FOR CONSENT 

Reference is made to the Indenture (as amended, modified, waived, supplemented or restated from time to time, the
“Indenture”), dated as of December 15, 2005, by and among Alesco Preferred Funding IX, Ltd., as Issuer (the “Issuer”), Alesco Preferred Funding IX, Inc., as Co-Issuer (the “Co-Issuer”), and
U.S. Bank National Association, a national banking association organized under the laws of the United States, as Trustee (“Trustee”); the Collateral Management Agreement, dated as of December 15, 2005, by and between the Issuer
and Cohen Bros. Financial Management, LLC, a Delaware limited liability company (now known as “Cohen & Company Financial Management, LLC”), as Collateral Manager (the “Collateral Manager” or the “Existing
Collateral Manager”) (such agreement as amended, modified, waived, supplemented or restated from time to time, the “Collateral Management Agreement”). Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Indenture and the Collateral Management Agreement. 
 This request seeks the consent of the
Issuer to (i) the assignment by the Collateral Manager of the Collateral Management Agreement to ATP Management, LLC, a Delaware limited liability company (together with its successors and assigns, the “Successor Collateral
Manager”), pursuant to the Assignment and Assumption Agreement, by and among the Existing Collateral Manager, the Successor Collateral Manager and the Issuer, substantially in the form attached hereto as Exhibit A and (ii) the
execution by the Issuer of the Assignment and Assumption Agreement (clauses (i) and (ii) collectively, the “Proposal”). 
 In connection therewith, you are requested to approve or reject the Proposal by completing the Issuer Consent form attached hereto as Exhibit B. Completed forms must be returned to Joseph Pooler
via facsimile at the number set forth in such form no later than May __, 2010 at 4:00 p.m., New York City time.  
  

					
		 	COHEN & COMPANY
		
		 	FINANCIAL MANAGEMENT, LLC
			
	Date: May     , 2010	 	By:	 	  



  
 2 








  
 EXHIBIT A

 FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT 

(attached) 

  
 3 








  
 EXHIBIT B

 ISSUER CONSENT 
 ALESCO PREFERRED FUNDING IX, LTD. 
 Cira Center 

2929 Arch Street 
 17th Floor

 Philadelphia, PA 19104 
 Facsimile: 215-701-8280 
 Attention: Joseph Pooler 

Ladies and Gentlemen: 

Reference is hereby made to that certain (i) Indenture dated as of December 15, 2005 (as amended, modified or supplemented from
time to time, the “Indenture”), by and among ALESCO PREFERRED FUNDING IX, LTD., as Issuer, ALESCO PREFERRED FUNDING IX, INC., as Co-Issuer, and U.S. BANK NATIONAL ASSOCIATION, as Trustee, and (ii) Request for Consent of Issuer
dated as of May __, 2010 (the “Request for Consent”) from the Issuer. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Indenture or the Request for Consent, as applicable.

 The undersigned Issuer hereby (please check ONE only): 

                    
consents to the Proposal 

                    
objects to the Proposal 
  

			
	ALESCO PREFERRED FUNDING IX, LTD., as Issuer
		
	 By:
	 	
		 	 
		 	Name:
		 	Title:



  
 4 








  
 Exhibit D

 ESCROW AGREEMENT 
 This Escrow Agreement (this “Agreement”) is made this      day of July, 2010, by and among ATP Management LLC, a limited liability company organized under the
laws of the State of Delaware (the “Collateral Manager”), Cohen & Company Financial Management, LLC, a limited liability company organized under the laws of the State of Delaware (the “Service Provider”),
and TD Bank, N.A., a national banking association, as escrow agent (the “Escrow Agent”). 
 WHEREAS, the
Collateral Manager and the Service Provider are parties to that certain Services Agreement dated as of the date hereof (the “Services Agreement”) pursuant to which the Collateral Manager has retained the services of the Service
Provider to deliver certain reports for the benefit of the Collateral Manager in fulfilling its obligations under those certain Collateral Management Agreements and Collateral Administration Agreements listed on Exhibit A hereto (which
Exhibit A may be amended by the parties from time to time to include additional Collateral Management Agreements and Collateral Administration Agreements, each an “Additional Agreement” and together with the agreements listed
on Exhibit A hereto, the “Agreements”); and 
 WHEREAS, as set forth more fully herein, the Collateral
Manager has deposited the Initial Escrow Deposit (as hereinafter defined) with the Escrow Agent to secure the payment of the Service Fee (as defined in the Services Agreement). 
 NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
hereto agree as follows: 
 1. Establishment of the Escrow Fund. 

1.1 Upon the execution and delivery of this Agreement, the Collateral Manager shall deposit with the Escrow Agent the sum of Eleven
Million Seven Hundred Twenty Six Thousand Eight Hundred and Eleven Dollars ($11,726,811) (the “Initial Escrow Deposit”) to secure the payment of the Service Fee payable under the Services Agreement. 

1.2 In connection with the closing pursuant to which any Additional Agreement is sold, assigned, transferred and conveyed to the
Collateral Manager in accordance with the terms and conditions of the Master Transaction Agreement dated as of July     , 2010, by and among the Service Provider, Cohen & Company Inc. and the Collateral Manager,
the Collateral Manager shall deposit the sums identified on Exhibit B to secure the payment of the Service Fee payable under the Services Agreement. 
 1.3 Deposits made in accordance with Section 1.1 and Section 1.2 as from time to time invested and reinvested as herein provided, less any payments or distributions pursuant to Article 3, are
herein called the “Escrow Fund.” Any amounts earned from the investment of the Escrow Fund (including interest, gains, amounts earned from investment of the interest earned on the Escrow Fund and other earnings realized with respect
thereto) are herein called “Escrow Income and shall be deemed to be a part of the Escrow Fund. The Escrow Agent will hold, invest and dispose of the Escrow Fund, and any accretions thereto or income with respect thereto, in accordance
with the terms and conditions hereof. 
 1.4 The parties hereto acknowledge, that for federal, state and local income tax
purposes, the Escrow Income earnings on the investment of the Escrow Fund shall be the income of the Collateral Manager and shall be reportable by the Collateral Manager on its applicable tax returns.


  
 5 








 
The parties agree that, for tax reporting purposes, all interest and other income from investment of the Escrow Fund shall, as of the end of each calendar year and to the extent required by the
Internal Revenue Service (“IRS”) and other applicable state and local tax agencies, be reported as having been earned by the Collateral Manager whether or not such income was disbursed during such calendar year. 

1.5 The Escrow Agent shall provide the Collateral Manager with such information or reports as are required by the Internal Revenue Code
of 1986, as amended (the “Code”), or state or local law, including, but not limited to, IRS Form 1099-INT, within the time prescribed by the Code or the applicable state or local law. The Collateral Manager shall be responsible for paying
taxes (including any penalties and interest thereon) on all interest earned in the Escrow Fund and for filing all necessary tax returns with respect to such income. Neither the Service Provider Manager nor the Escrow Agent shall have any obligation
to file or prepare any tax returns or prepare any other reports for any taxing authorities concerning matters covered by this Escrow Agreement. The Collateral Manager shall indemnify, defend and hold harmless the Service Provider and the Escrow
Agent from and against any tax, late payment, interest, penalty or other cost or expense that may be assessed against the Service Provider or the Escrow Agent on or with respect to the Escrow Fund and the investment thereof. 

2. Investment of the Escrow Fund. The Escrow Agent shall invest and reinvest all of the Escrow Fund and Escrow Income in any of
the following as instructed by the Collateral Manager and, in the absence of instructions from the Collateral Manager, in those items described in Section 2.5: 
 2.1 interest-bearing savings or similar accounts of the Escrow Agent or national banks or corporations endowed with trust powers having capital and surplus in excess of $100,000,000; 

2.2 obligations issued or guaranteed by the United States of America or any agency or instrumentality thereof; 

2.3 certificates of deposit of or accounts with the Escrow Agent or national banks or corporations endowed with trust powers having
capital and surplus in excess of $100,000,000; 
 2.4 commercial paper at the time of investment rated A-1 by
Standard & Poor’s Corporation or Prime-1 by Moody’s Investor’s Service, Inc. (the Escrow Agent having no liability to determine or inquire into the rating of said investment); or 

2.5 the Goldman Sachs Treasury Obligations Fund (Service Shares). 

3. Procedures with Respect to Release of Funds. 
 3.1 General. Beginning on July 31, 2010 and continuing on the last day of each month thereafter until the earlier of (i) the Termination Date (as hereinafter defined), or (ii) the
time at which the balance of funds within the Escrow Fund equals zero, the Escrow Agent shall automatically release to the Service Provider the amounts listed on Exhibit C as the “Monthly Service Fee.” The Service Provider and the
Collateral Manager shall update Exhibit C to include any Additional Agreement. 
 3.2 Release upon Expiration or
Termination. Upon the earlier expiration or termination of the Services Agreement or this Agreement, the Escrow Agent shall return all remaining funds in the Escrow Fund, including Escrow Income, to the Collateral Manager. 

3.3 Joint Written Instructions. Upon receipt at any time or from time to time by the Escrow Agent of joint written instructions
from the Collateral Manager and the Service Provider 

  
 6 








 
directing that a payment be made to the Service Provider, the Escrow Agent shall, within five (5) days of the receipt of such instructions, deliver the portion of the Escrow Fund specified
in such instructions to the party specified in such instructions. 
 3.4 Account Losses. Any loss or expenses incurred
as a result of an investment or any action of the Escrow Agent, including but not limited to any error of judgment, mistake, negligence or misconduct (“Account Losses”), will be borne by the Escrow Fund, and the Collateral Manager
shall have no obligation to make any additional deposits into the Escrow Fund on account of any such Account Losses. 
 3.5
Quarterly Escrow Income Release. Beginning on September 30, 2010 and continuing for each calendar quarter thereafter until the earlier of (i) the Termination Date, or (ii) the time at which the balance of funds within the
Escrow Fund equals zero, the Escrow Agent shall automatically release to the Collateral Manager all Escrow Income earned by the Escrow Fund during the calendar quarter no later than the second business day immediately following the end of such
quarter. 
 4. Termination. This Agreement shall terminate upon the earliest to occur of the following:
(i) February 22 2013; and (ii) distribution of all of the Escrow Fund; or (iii) termination of Service Agreement. 
 5. Duties of the Escrow Agent. 
 5.1 Duties Limited. The Escrow
Agent shall perform only the duties expressly set forth herein and shall not be liable, except for the performance of such duties and obligations as are specifically set forth in this Agreement, and no further duties or responsibilities shall be
implied. The Escrow Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement, including, without limitation, the Services Agreement. The Escrow Agent shall have no duty to solicit any
payments that may be due it hereunder. 
 5.2 Reliance. The Escrow Agent may rely upon, and shall be protected in acting
or refraining from acting upon, any written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented by the proper party or parties. The Escrow Agent shall be under no duty to
inquire into or investigate the validity, accuracy or content of any such document. 
 5.3 Good Faith. The Escrow Agent
shall not be liable for any action taken or omitted by it in good faith, except to the extent that a court of competent jurisdiction determines that the Escrow Agent’s gross negligence, bad faith or willful misconduct was the cause of any loss
to the Collateral Manager or the Service Provider. The Escrow Agent may execute any of its powers and perform any of its duties hereunder directly or through agents or attorneys (and shall be liable only for the careful selection of any such agent
or attorney) and may consult with counsel, accountants and other skilled persons to be selected and retained by it. The Escrow Agent shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the advice or
opinion of any such counsel, accountants or other skilled persons. In the event that the Escrow Agent shall be uncertain as to its duties or rights hereunder or shall receive instructions, claims or demands from any party hereto which, in its
opinion, conflict with any of the provisions of this Escrow Agreement, it shall be entitled to refrain from taking any action and its sole obligation shall be to keep safely all property held in escrow until it shall be directed otherwise in writing
by all of the other parties hereto or by a final order or judgment of a court of competent jurisdiction. Anything in this Agreement to the contrary notwithstanding, in no event shall the Escrow Agent be liable for special, indirect or consequential
loss or damage of any kind whatsoever 

  
 7 








 
(including but not limited to lost profits), even if the Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action. 

5.4 Indemnification of Escrow Agent. The Service Provider shall indemnify the Escrow Agent and hold it harmless against any loss,
liability or expense arising out of or in connection with this Agreement, including the costs and expenses incurred in defending and analyzing any such claim or potential claim of liability, except to the extent incurred as a result of gross
negligence, bad faith or willful misconduct on the part of the Escrow Agent. The Escrow Agent may consult with its own counsel, and shall have full and complete authorization and protection for any action taken or suffered in good faith and in
accordance with the opinion of such counsel. 
 6. Resignation and Termination of the Escrow Agent. 

6.1 Resignation. The Escrow Agent may resign at any time by giving thirty (30) days prior written notice of such resignation
to the Collateral Manager and the Service Provider. Thereafter, the Escrow Agent shall have no further obligation hereunder, except to hold the Escrow Fund as depository. In such event the Escrow Agent shall not take any action until the Collateral
Manager and the Service Provider have jointly designated a banking corporation, trust company, attorney or other person as successor Escrow Agent. Upon receipt of such joint instructions, the Escrow Agent shall promptly deliver the Escrow Fund to
such successor Escrow Agent and shall thereafter have no further obligations hereunder. 
 6.2 Termination. The
Collateral Manager and the Service Provider together may terminate the appointment of the Escrow Agent hereunder upon a joint written notice specifying the date upon which such termination shall take effect. In the event of such termination, the
Collateral Manager and the Service Provider shall within thirty (30) days of such notice jointly appoint a successor Escrow Agent (the “Successor Escrow Agent”). Upon the Successor Escrow Agent’s execution of this
Agreement (or an agreement substantially similar to this Agreement), the Escrow Agent shall promptly deliver to such Successor Escrow Agent the Escrow Fund and Escrow Income and the Successor Escrow Agent shall thereupon be bound by all of the
provisions hereof. 
 7. Miscellaneous. 
 7.1 Fees of Escrow Agent. As compensation for its services to be rendered under this Agreement the Escrow Agent shall receive an annual fee in the amount of $2,500, the first such annual fee to be
payable upon the execution hereof, and the Escrow Agent shall also be reimbursed upon request for all reasonable out-of-pocket expenses, disbursements and advances, including reasonable fees of outside counsel, if any, incurred or made by it in
connection with the carrying out of its duties under this Agreement. The Service Provider shall bear sole responsibility for any such compensation and expenses of the Escrow Agent. Without limiting Section 5.4 hereof, the Escrow Agent shall not
deduct from, or charge against, the Escrow Fund any fees for the performance of its duties hereunder. 
 7.2 Taxpayer
Identification Number. Each of the parties hereto will provide Escrow Agent with a completed and duly executed form W-8 or W-9, as applicable. 
 7.3 Notices. Any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by facsimile transmission or sent by certified, registered or overnight
mail, postage prepaid, and shall be deemed given when sent by facsimile transmission or if mailed, five (5) days after the date of mailing, as follows: 

  
 8 








  

							
	(i)	  	if to the Collateral Manager, to:
			
		  		  	 c/o Fortress Investment Group LLC
 1345 Avenue of the Americas, 46th Floor
 New York, New York 10105

		  		  	 Telephone:

Facsimile:
 Attention:
	  	 (212) 479-1505
 (212)
798-6090
 Rick Noble

	
	with a copy, which shall not constitute notice, to:
			
		  		  	 Joshua Pack

Fortress Investment Group
 10250 Constellation
Blvd., Suite 2350
 Los Angeles, CA 90067

		  		  	 Telephone:

Facsimile:
	  	 (310) 228-3015
 (310)
228-3031

			
		  		  	 Joel A. Holsinger

Fortress Investment Group LLC
 400 Galleria
Parkway
 Suite 1500
 Atlanta, GA
30339

		  		  	 Telephone:

Facsimile:
	  	 (678) 385-5905
 (678)
550-9105

			
		  		  	 Hunton & Williams LLP
 600 Peachtree Street, N.E., Suite 4100
 Atlanta, GA 30308

		  		  	 Facsimile:

Attention:
	  	 (404) 602-8669
 John R.
Schneider, Esq.

			
		  		  	 Hunton & Williams LLP
 Riverfront Plaza, East Tower
 951 East Byrd Street Richmond, VA 23219-4074

		  		  	Facsimile: Attention:	  	 (804) 343-4833
 S. Gregory
Cope, Esq.

		
	(ii)	  	if to the Service Provider, to:
			
		  		  	 Cohen & Company Financial Management, LLC
 Cira Centre
 2929 Arch Street, 17th Floor
 Philadelphia, PA 19103

		  		  	 Facsimile: Attention:
	  	 (215) 701-8282
 Joseph Pooler,
Chief Financial Officer



  
 9 








  

							
			
		 		  	 Cohen & Company Financial Management, LLC
 135 East 57th
Street, 21st Floor

New York, NY 10022

		 		  	Facsimile: Attention:	  	 (646) 673-8100
 Rachael Fink,
Esq., General Counsel

		
		 	with a copy, which shall not constitute notice, to:
			
		 		  	 Cozen O’Connor

1900 Market Street
 Philadelphia, PA
19103

		 		  	Facsimile: Attention:	  	 (215) 701-2228
 Anna M.
McDonough, Esq.

		
	(iii)	 	if to the Escrow Agent, to:
			
		 		  	 Stephen R. Schaaf, Vice President
 TD Wealth Management
 Institutional Trust
 1006 Astoria Blvd.
 Cherry Hill, NJ 08034
 Phone - (856) 685-5113 / (888) 751-9000 ext. 236-5113
 Fax - (856)
533-7136


 Any party may by notice given in accordance with this Section 7.3 to the other parties designate another
address or person for receipt of notice. 
 7.4 Entire Agreement. This Agreement is entered into and delivered pursuant
to the Services Agreement and contains the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements, written or oral, with respect thereto. 

7.5 Waivers and Amendments. This Agreement may be amended, modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, only by a written instrument signed by the parties hereto, or, in the case of a waiver, by the party waiving compliance. No delay on the part of any party in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege hereunder, nor any single or partial exercise of any right, power or privilege hereunder, preclude any other or further exercise thereof or
the exercise of any other right, power or privilege hereunder. 
 7.6 Governing Law. This Agreement shall be governed,
including as to validity, interpretation and effect, by, and construed in accordance with, the laws of the State of New York. Each party to this Agreement irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Supreme
Court of the State of New York, New York County, and (b) the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction
contemplated hereby. Each party to this Agreement agrees to commence any such action, suit or proceeding either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought
in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New York County. Each party to this Agreement further agrees that service of any process, summons, notice or document by U.S. registered mail to such
party’s respective address set forth above shall be effective service of process for any action, suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 7.6. Each of the parties
to this Agreement irrevocably and unconditionally 

  
 10 









 
waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of
New York, New York County, or (ii) the United States District Court for the Southern District of New York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such
action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 
 7.7 Waiver of Jury
Trial. Each party hereto waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or any
transaction contemplated hereby. Each party hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce
the foregoing waiver and (ii) acknowledges that it and the other parties have been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 7.7. 

7.8 Assignment. This Agreement shall not be assignable by any party hereto without the prior written consent of the other parties
hereto, which consent shall not be unreasonably withheld. This Agreement shall inure to the benefit of and be binding upon the Collateral Manager, the Service Provider and the Escrow Agent and their respective permitted successors and assigns.

 7.9 Further Assurances. Each of the parties shall execute such documents and other papers and take such further
actions as may be reasonably required to carry out the provisions hereof and the transactions contemplated hereby. 
 7.10
Construction and Interpretation. All pronouns and any variations thereof refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require. The parties acknowledge and agree that this
Agreement has been freely negotiated and shall be deemed to have been drafted by the parties jointly. Accordingly, no court should construe any provision for or against any party as a result of such party being involved in the drafting of this
Agreement. 
 7.11 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall be deemed to be one and the same instrument. Counterparts of this Agreement (or applicable signature pages hereof) that are manually signed and delivered by facsimile transmission or
electronic transmission in portable document format shall be deemed to constitute signed original counterparts hereof and shall bind the parties signing and delivering in such manner. 

[SIGNATURE PAGE FOLLOWS] 

  
 11 









  
 IN WITNESS WHEREOF,
the parties have executed this Agreement as of the date first above written. 
  

					
	 COLLATERAL MANAGER:

	
	ATP MANAGEMENT LLC
		
	By:	 	  

		 	Name:	 	
		 	Title:	 	
	
	SERVICE PROVIDER:
	
	 COHEN & COMPANY FINANCIAL
 MANAGEMENT, LLC

		
	By:	 	  

		 	Joseph W. Pooler, CFO
	
	ESCROW AGENT:
	
	TD BANK, NA: 
		
	By:	 	  

		 	Name:	 	Stephen R. Schaaf
		 	Title:	 	Vice President



  
 12 









  
 Exhibit A

 Agreements 

Collateral Management Agreement, dated as of March 15, 2006, by and between Alesco Preferred Funding X, Ltd. and Cohen Bros. Financial Management,
LLC (now known as “Cohen & Company Financial Management, LLC”). 
 Collateral Management Agreement, dated as of June 29,
2006, by and between Alesco Preferred Funding XI, Ltd. and Cohen Bros. Financial Management, LLC (now known as “Cohen & Company Financial Management, LLC”). 
 Collateral Management Agreement, dated as of October 12, 2006, by and between Alesco Preferred Funding XII, Ltd. and Cohen Bros. Financial Management, LLC (now known as “Cohen & Company
Financial Management, LLC”). 
 Collateral Management Agreement, dated as of November 30, 2006, by and between Alesco Preferred
Funding XIII, Ltd. and Cohen & Company Financial Management, LLC. 
 Collateral Management Agreement, dated as of December 21,
2006, by and between Alesco Preferred Funding XIV, Ltd. and Cohen & Company Financial Management, LLC. 
 Collateral Management
Agreement, dated as of March 29, 2007, by and between Alesco Preferred Funding XV, Ltd. and Cohen & Company Financial Management, LLC. 
 Collateral Management Agreement, dated as of June 28, 2007, by and between Alesco Preferred Funding XVI, Ltd. and Cohen & Company Financial Management, LLC. 

Collateral Management Agreement, dated as of October 30, 2007, by and between Alesco Preferred Funding XVII, Ltd. and Cohen & Company
Financial Management, LLC. 
 Collateral Administration Agreement, dated as of March 15, 2006, by and among Alesco Preferred Funding X,
Ltd., Cohen Bros. Financial Management, LLC (now known as “Cohen & Company Financial Management, LLC”) and U.S. Bank National Association. 
 Collateral Administration Agreement, dated as of June 29, 2006, by and among Alesco Preferred Funding XI, Ltd., Cohen Bros. Financial Management, LLC (now known as “Cohen & Company
Financial Management, LLC”) and U.S. Bank National Association. 
 Collateral Administration Agreement, dated as of October 12, 2006,
by and among Alesco Preferred Funding XII, Ltd., Cohen Bros. Financial Management, LLC (now known as “Cohen & Company Financial Management, LLC”) and U.S. Bank National Association. 

Collateral Administration Agreement, dated as of November 30, 2006, by and among Alesco Preferred Funding XIII, Ltd., Cohen & Company
Financial Management, LLC and Wells Fargo Bank, National Association. 
 Collateral Administration Agreement, dated as of December 21,
2006, by and among Alesco Preferred Funding XIV, Ltd., Cohen & Company Financial Management, LLC and U.S. Bank National Association. 

Collateral Administration Agreement, dated as of March 29, 2007, by and among Alesco Preferred Funding XV, Ltd., Cohen & Company Financial
Management, LLC and LaSalle Bank National Association. 
 Collateral Administration Agreement, dated as of June 28, 2007, by and among
Alesco Preferred Funding XVI, Ltd., Cohen & Company Financial Management, LLC and U.S. Bank National Association. 
 Collateral
Administration Agreement, dated as of October 30, 2007, by and among Alesco Preferred Funding XVII, Ltd., Cohen & Company Financial Management, LLC and Wells Fargo Bank, National Association. 

  
 A-1









  
 Exhibit B

 Additional Agreements – Deposit to Escrow Fund 

 

									
	 Additional Agreement
	  	Escrowed Amount*	 	  	Monthly Service Fee	 
	 Alesco I Collateral Management Agreement and Collateral Administration Agreement
	  	$	502,423	  	  	$	13,956	  
	 Alesco II Collateral Management Agreement and Collateral Administration Agreement
	  	$	538,236	  	  	$	14,951	  
	 Alesco III Collateral Management Agreement and Collateral Administration Agreement
	  	$	521,115	  	  	$	14,475	  
	 Alesco IV Collateral Management Agreement and Collateral Administration Agreement
	  	$	952,747	  	  	$	26,465	  
	 Alesco V Collateral Management Agreement and Collateral Administration Agreement
	  	$	908,056	  	  	$	25,224	  
	 Alesco VI Collateral Management Agreement and Collateral Administration Agreement
	  	$	1,585,082	  	  	$	44,030	  
	 Alesco VII Collateral Management Agreement and Collateral Administration Agreement
	  	$	778,128	  	  	$	21,615	  
	 Alesco VIII Collateral Management Agreement and Collateral Administration Agreement
	  	$	1,737,437	  	  	$	48,262	  
	 Alesco IX Collateral Management Agreement and Collateral Administration Agreement
	  	$	1,858,543	  	  	$	51,626	  

 * The Escrowed Amount shall be
reduced by the amount paid by the Collateral Manager to the Service Provider in accordance with Section 3 (b) of the Services Agreement. 

  
 B-1









  
 Exhibit C

 Monthly Fee Schedule 
  

					
	 Agreement
	  	Monthly Service Fee	 
	 Alesco X Collateral Management Agreement and Collateral Administration Agreement
	  	$	79,656	  
	 Alesco XI Collateral Management Agreement and Collateral Administration Agreement
	  	$	52,654	  
	 Alesco XII Collateral Management Agreement and Collateral Administration Agreement
	  	$	53,924	  
	 Alesco XIII Collateral Management Agreement and Collateral Administration Agreement
	  	$	35,768	  
	 Alesco XIV Collateral Management Agreement and Collateral Administration Agreement
	  	$	59,429	  
	 Alesco XV Collateral Management Agreement and Collateral Administration Agreement
	  	$	42,641	  
	 Alesco XVI Collateral Management Agreement and Collateral Administration Agreement
	  	$	39,260	  
	 Alesco XVII Collateral Management Agreement and Collateral Administration Agreement
	  	$	14,953	  


  
 1 








  
 Exhibit E

 VOTING AGREEMENT 
 THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of July [__], 2010 between ATP Management LLC, a Delaware limited liability company (“ATP”),
and Cohen Brothers LLC, a Delaware limited liability company (“Cohen”), which is a securityholder, either directly or through Affiliates, of each of the entities set forth on Exhibit A hereto (each, an
“Issuer” and collectively, the “Issuers”). 
 WITNESSETH: 

WHEREAS, pursuant to that certain Master Transaction Agreement (the “MTA”) dated as of July [    ],
2010 by and among ATP, Cohen & Company Inc., a Maryland corporation (the “Parent”), and Cohen & Company Financial Management LLC, a Delaware limited liability company (“Cohen Financial”), ATP has
agreed to acquire each of the collateral manager agreements listed on Exhibit B hereto (each, a “Collateral Management Agreement” and collectively, the “Collateral Management Agreements”) whereby Cohen
Financial provides the services specified therein with respect to obligations issued by the respective Issuers pursuant to the applicable Indenture (as defined below); 
 WHEREAS, Cohen is an Affiliate of the Parent and Cohen Financial and, as such, will receive economic benefits from the transactions contemplated by the MTA; 

WHEREAS, as a condition to the willingness of ATP to enter into the MTA and as an inducement and in consideration therefor, Cohen has agreed to enter
into this Agreement; and 
 WHEREAS, Cohen or one of its Affiliates is the beneficial owner (within the meaning of Rule 13d-3 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)) of such number of shares (or options or warrants to acquire such number of shares or derivatives which convey voting rights) of voting securities of each of the Issuers as
indicated on Schedule 1.1 (the “Securities”) to the Proxy (as hereinafter defined). 
 NOW, THEREFORE, in consideration
of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows: 
 1. Defined Terms. The following terms used herein have the meanings set forth below: 
 1.1 “Affiliate” shall mean, as to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with
such Person. For purposes hereof, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through ownership of equity interests, by
contract or otherwise. 
 1.2 “Competing Transaction” shall mean any of the following involving an Issuer:

 (i) any solicitation in opposition to the approval of the MTA and consummation of the transactions contemplated thereby; 

(ii) any solicitation to approve the assignment and sale of any of the Collateral Manager Agreement to any person or entity other than ATP; or

 (iii) any public announcement of a proposal, plan or intention to do any of the foregoing or any agreement to engage in any of the foregoing.

 1.3 “Effective Date” means July [    ], 2010. 

  
 2 








  
 1.4
“Expiration Date” means the last date upon which any of the Collateral Management Agreements are in effect. 

1.5 “Indenture” means any of the indentures and other equivalent documents listed on Schedule 1.2 to the MTA.

 1.6 “New Securities” means: 
 (a) any voting securities of any of the Issuers that Cohen purchases, or with respect to which Cohen otherwise acquires beneficial ownership (whether through the exercise of any options, warrants or other
rights to purchase shares of the Issuers’ securities or otherwise), after the date of this Agreement and prior to the Expiration Date; and 
 (b) any voting securities of any of the Issuers of which Cohen becomes the beneficial owner of as a result of any change in an Issuer’s voting securities by reason of a dividend, stock split,
split-up, recapitalization, reorganization, business combination, consolidation, exchange of shares, or any similar transaction or other change in the capital structure of an Issuer affecting such Issuer’s voting securities. 

1.7 “Opposing Proposal” means any of the actions or proposals described in clauses (b), (d) and (e) of
Section 2.1. 
 1.8 “Person” means any individual, corporation, association, general partnership, limited
partnership, venture, trust, association, firm, organization, company, business, entity, union, society, government (or political subdivision thereof) or governmental agency, authority or instrumentality. 

2. Agreement to Vote Securities and Take Certain Other Action. 

2.1 Subject to the terms and conditions hereof, after the Effective Date and prior to the Expiration Date, at every meeting of the
securityholders of any Issuer at which any of the following matters is considered or voted upon, and at every adjournment or postponement thereof, and on every action or approval by written consent of the securityholders of any Issuer with respect
to any of the following matters, Cohen shall vote or give written consent with respect to the Securities and any New Securities: 
 (a) in favor of the consent to the MTA and the transactions contemplated thereby; 

(b) against any Competing Transaction from any party other than ATP or an affiliate of ATP; 

(c) in favor of ATP assigning, selling or transferring its whole or partial rights and obligations under the Collateral Management
Agreements to any third Person; 
 (d) against any other action that is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone, discourage or materially adversely affect the MTA or any of the other transactions contemplated by the MTA; 
 (e) against approval of any proposal made to remove ATP as collateral manager for any reason or terminate any of the Collateral Management Agreements; and 

  
 3 








  
 (f) in favor of a
successor collateral manager identified by ATP if ATP is removed as collateral manager for any reason. 
 2.2 After the
Effective Date and prior to the Expiration Date, Cohen, as the holder of voting securities of an Issuer, shall be present, in person or by proxy, at all meetings of securityholders of an Issuer at which the matters referred to in Section 2.1
are to be voted upon so that all Securities and New Securities are counted for the purposes of determining the presence of a quorum at such meetings. 
 2.3 Between the Effective Date and the Expiration Date, Cohen will not (a) solicit proxies or become a “participant” in a “solicitation” (as such terms are defined in Rule 14A
under the Exchange Act) with respect to an Opposing Proposal, (b) initiate a securityholders’ vote with respect to an Opposing Proposal or (c) become a member of a “group” (as such term is used in Section 13(d) of the
Exchange Act) with respect to any voting securities of an Issuer with respect to an Opposing Proposal. 
 2.4 Notwithstanding
the foregoing, nothing in this Agreement shall limit or restrict Cohen from voting in Cohen’s sole discretion on any matter other than the matters referred to in Section 2.1. 

3. Irrevocable Proxy. Cohen has delivered to ATP a duly executed proxy in the form attached hereto as Exhibit C (the
“Proxy”), such Proxy covering the Securities and all issued and outstanding New Securities in respect of which Cohen is the beneficial owner and is entitled to vote at each meeting of the securityholders of an Issuer (including,
without limitation, each written consent in lieu of a meeting) after the Effective Date and prior to the Expiration Date. Upon the execution of this Agreement by Cohen, Cohen hereby revokes any and all prior proxies or powers of attorney given by
Cohen with respect to voting of the Securities on the matters referred to in Section 2.1 and agrees not to grant any subsequent proxies or powers of attorney with respect to the voting of the Securities or New Securities on the matters referred
to in Section 2.1 until after the Expiration Date. 
 4. Representations, Warranties and Covenants. 

4.1 Cohen hereby represents, warrants and covenants to ATP as follows: 

(a) Cohen is the beneficial owner of the Securities set forth on Schedule 1.1 to the Proxy, which to Cohen’s knowledge,
constitutes the approximate percentages of Issuer’s issued and outstanding voting securities as set forth on Schedule 1.1 to the Proxy, and (ii) Cohen’s principal place of business is accurately set forth in
Section 6.5(a). 
 (b) Cohen is a limited liability company duly organized and validly existing under the laws of the State
of Delaware and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and delivered by Cohen and constitutes the valid and binding
obligation of Cohen, enforceable against Cohen in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of
creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law.

 4.2 ATP hereby represents, warrants and covenants to Company as follows: ATP is a limited liability company duly organized
and validly existing under the laws of the State of Delaware and has taken all necessary limited liability company action to authorize the execution, delivery and performance of this Agreement. This Agreement has been duly and validly executed and
delivered by ATP and 

  
 4 








 
constitutes the valid and binding obligation of ATP, enforceable against ATP in accordance with its terms, except as may be limited by (i) the effect of bankruptcy, insolvency,
conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general
principles of equity, regardless of whether considered in a proceeding in equity or at law. 
 5. Termination. This
Agreement and the Proxy delivered in connection herewith and all obligations of Cohen hereunder and thereunder, shall automatically terminate and shall have no further force or effect as of the Expiration Date. 

6. Miscellaneous. 
 6.1 Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law or public policy, all other conditions and provisions of
this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 

6.2 Binding Effect and Assignment. Neither this Agreement nor any of the rights, interests or obligations under this Agreement
shall be assigned, in whole or in part, by operation of law or otherwise by any party without the prior written consent of the other party; provided, however, ATP may, in its sole discretion, assign its rights and obligations hereunder
to any direct or indirect wholly-owned subsidiary of ATP or to a purchaser of all or substantially all of the assets of ATP or an assignee by merger or reorganization. Any assignment in violation of the preceding sentence shall be void. Subject to
the preceding sentence, this Agreement will be binding upon, inure to the benefit of, and be enforceable by, the parties and their respective successors and assigns. 
 6.3 Amendment and Modification. This Agreement may not be amended, except by an instrument in writing signed on behalf of each of the parties. 

6.4 Specific Performance; Injunctive Relief. Until the Expiration Date, the parties hereto acknowledge that ATP will be
irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Cohen set forth herein. Therefore, it is agreed that ATP shall have the right to enforce such covenants and agreements by
specific performance and injunctive relief in equity, and Cohen hereby waives any and all defenses that could exist in its favor in connection with such enforcement and waives any requirement for the security or posting of any bond in connection
with such enforcement. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. 
 6.5 Notices. All notices, requests, claims, demands and other communications under this Agreement shall be in writing and shall be deemed given if delivered personally, via facsimile (which is
confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses (or at such other address for a party as shall be specified by like notice): 

 

	 	(a)	If to Cohen, to: 

 Cohen Brothers LLC 
 c/o Cohen & Company Inc. 

Circa Centre 

  
 5 








 2929 Arch Street 

17th Floor 
 Philadelphia PA 19103 
 Facsimile: (215) 701-8282 

Attention: Joseph Pooler, Chief Financial Officer 

 

	 	(b)	if to ATP, to: 


ATP Management LLC 
 c/o Fortress Investment Group LLC 
 1345
Avenue of the Americas, 46th Floor 

New York, New York 10105 

	 	Telephone:	(212) 479-1505 


	 	Facsimile:	(212) 798-6090 


	 	Attention:	Rick Noble 


with copies, which shall not constitute notice, to: 

Joel A. Holsinger 
 Fortress Investment Group LLC 
 400 Galleria Parkway 

Suite 1500 
 Atlanta, GA 30339 

	 	Telephone:	(678) 385-5905 


	 	Facsimile:	(678) 550-9105 

 Joshua Pack 
 Fortress Investment Group 

10250 Constellation Blvd., Suite 2350 

Los Angeles, CA 90067 

	 	Telephone:	(310) 228-3015 


	 	Facsimile:	(310) 228-3031 


Hunton & Williams LLP 
 600 Peachtree Street, N.E., Suite 4100 
 Atlanta, GA 30308


	 	Facsimile:	(404) 602-8669 


	 	Attention:	John R. Schneider, Esq. 

 Hunton & Williams LLP 
 Riverfront Plaza, East Tower

 951 East Byrd Street 

Richmond, Virginia 23219-4074 

	 	Facsimile:	(804) 343-4833 


	 	Attention:	S. Gregory Cope, Esq. 

 or to such other address
as any party hereto may designate for itself by notice given as herein provided. 

  
 6 








  
 6.6 Governing
Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. 
 6.7 No
Waiver. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its
obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.

 6.8 Further Assurances. At any time or from time to time after the date of this Agreement, the parties agree to
cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or effectuate the
consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder. 
 6.9
Entire Agreement; No Third-Party Beneficiaries. This Agreement and the Proxy (i) constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject
matter of this Agreement and the Proxy and (ii) are not intended to confer upon any person or entity other than the parties any rights or remedies. 
 6.10 Counterpart. This Agreement may be executed by facsimile signature and in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when
one or more counterparts have been signed by each of the parties and delivered to the other parties. 
 6.11 Effect of
Headings. The section headings herein are for convenience only and shall not affect the construction or interpretation of this Agreement. 
 6.12 No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in ATP or any of its affiliates any direct or indirect ownership or incidence of ownership of or with
respect to any Securities or New Securities. Except as specifically set forth herein with respect to the voting on certain express matters, all rights, ownership and economic benefits of or relating to the Securities and New Securities shall remain
vested in and belong to Cohen. 
 [Signature Page Follows.] 

  
 7 








  
 IN WITNESS WHEREOF, the parties have
caused this Voting Agreement to be executed as of the date first above written. 
  

							
	ATP MANAGEMENT LLC	    		 	COHEN BROTHERS LLC
				
		 		    	By:	 	  

	By:	 	  
	    		 	Joseph W. Pooler
	Name:	 		    		 	Chief Financial Officer
	Title:	 		    		 	

 [Signature Page to Irrevocable Proxy] 

  
 8 








  
 EXHIBIT A


  
 Exhibit A - 1









  
 EXHIBIT B


  
 Exhibit B - 1









  
 EXHIBIT C

 IRREVOCABLE PROXY 
 The undersigned, Cohen Brothers LLC, a Delaware limited liability company (the “Cohen”), hereby irrevocably appoints the managing members of ATP Management LLC, a Delaware limited
liability company (“ATP”), and each of them, or any other designee of ATP, after the Effective Date and prior to the Expiration Date as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution
and resubstitution, to vote and exercise all voting rights (to the full extent that the undersigned is entitled to do so) with respect to all of the voting securities of the Issuers (as defined in the MTA) that now are owned of record by Cohen and
are owned as of any record date relevant for a vote (collectively, the “Securities”) in accordance with the terms of this Irrevocable Proxy. The Securities beneficially owned by Cohen as of the date of this Irrevocable Proxy are
listed on Schedule 1.1 to this Irrevocable Proxy. Upon Cohen’s execution of this Irrevocable Proxy, any and all prior proxies given by the undersigned with respect to the voting of any Securities or New Securities on the matters referred
to in the third full paragraph of this Irrevocable Proxy are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to such matters until after the Expiration Date. Capitalized terms used herein but not otherwise
defined shall have the meanings set forth in that certain Voting Agreement dated July [    ], 2010 by and between Cohen and ATP. 
 This Irrevocable Proxy is irrevocable, is coupled with an interest, and is granted in consideration of ATP entering into that certain Master Transaction Agreement dated as of July
[    ], 2010 (the “MTA”) by and among ATP, Cohen & Company Inc. and Cohen Financial Management LLC and is effective until the Expiration Date. 

The attorneys and proxies named above, and each of them are, hereby authorized and empowered by the undersigned, at any time after the
Effective Date and prior to the Expiration Date, to act as the undersigned’s attorney and proxy to vote the Securities and any New Securities, and to exercise all voting rights of the undersigned with respect to the Securities and any New
Securities (including, without limitation, the power to execute and deliver written consents), at every annual, special or adjourned meeting of the securityholders of any Issuer and in every written consent in lieu of such meeting: 

(a) in favor of the consent to the MTA and the transactions contemplated thereby; 

(b) against any Competing Transaction from any party other than ATP or an affiliate of ATP; 

(c) in favor of ATP assigning, selling or transferring its whole or partial rights and obligations under the Collateral Management
Agreements to any third Person; 
 (d) against any other action that is intended, or could reasonably be expected, to impede,
interfere with, delay, postpone, discourage or materially adversely affect the MTA or any of the other transactions contemplated by the MTA; and 
 (e) against approval of any proposal made to remove ATP as collateral manager for any reason or terminate any of the Collateral Management Agreements; and 

(f) in favor of a successor collateral manager identified by ATP, if ATP is removed as collateral manager for any reason. 

  
 Exhibit C - 1









  
 The attorneys and
proxies named above may not exercise this Irrevocable Proxy on any other matter except as provided above. The undersigned may vote the Securities or New Securities on all other matters. 

Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. 

[Signature Page Follows.] 

  
 Exhibit C - 2









  
 This Irrevocable Proxy is coupled with
an interest as aforesaid and is irrevocable. 
 Dated: July     , 2010 

 

			
	 COHEN BROTHERS LLC

		
	 By:
	 	  

	 Name:
	 	
	 Title:
	 	


 [Signature Page to Irrevocable Proxy] 

  
 Exhibit C - 3









  
 Schedule 1.1

  

							
	 ISSUER
	  	 CUSIP
	  	 SHARES HELD
	  	 REGISTERED HOLDER

				
	ALESCO X	  	01449X203	  	24,160 Preferred Shares (20,521 DTC; 3,639 Physical)	  	 Physical – Cohen Brothers, LLC
 DTC – Royal Bank of Canada

				
	ALESCO XI	  	G01598104	  	17,600 Preferred Shares (10,000 DTC; 7,600 Physical)	  	 Physical – Alesco Holdings, Ltd.
 DTC – Royal Bank of Canada

				
	ALESCO XII	  	10449V207	  	17,624 Preferred Shares	  	Sunset Holdings, Ltd.
				
	ALESCO XIII	  	014494207	  	22,950 Preferred Shares	  	Cohen Brothers, LLC
				
	ALESCO XIV	  	014499AA5	  	20,800 First Tier Preferred Shares	  	Alesco Holdings, Ltd.
				
	ALESCO XV	  	01449U209	  	15,600 First Tier Preferred Shares	  	Alesco Holdings, Ltd.
				
	ALESCO XVI	  	01450E201	  	10,400 First Tier Preferred Shares	  	Alesco Holdings, Ltd.
				
	ALESCO XVII	  	01450Y207	  	14,700 First Tier Preferred Shares	  	Alesco Holdings, Ltd.


  
 1 








  
 Exhibit F

 SERVICES AGREEMENT 
 THIS SERVICES AGREEMENT (this “Agreement”) is made as of the ___th day of July, 2010, by and between ATP Management LLC, a limited liability company organized under the laws of the State
of Delaware (the “Collateral Manager”), and Cohen & Company Financial Management LLC, a limited liability company organized under the laws of the State of Delaware (the “Service Provider”). 

WHEREAS, the Collateral Manager is a party to those Collateral Management Agreements (the “Collateral Management
Agreements” and Collateral Administration Agreements (“Collateral Administration Agreements”) listed on Exhibit A hereto (which Exhibit A may be amended by the parties from time to time (collectively, the
“Agreements”)) by and among the Issuer, the Collateral Manager and the Trustee identified in each such Agreement; 
 WHEREAS, the Service Provider has experience in preparing certain Reports (as defined herein) related to the Issuers and the Collateral, which will assist the Collateral Manager in fulfilling its
obligations under the Agreements; 
 WHEREAS, each of the Collateral Manager and the Service Provider desires that the
Collateral Manager retain the services of the Service Provider to deliver the Reports for the benefit of the Collateral Manager; and 
 WHEREAS, the Collateral Manager has deposited the amounts identified on Exhibit B hereto as the Escrowed Amount (which amount shall be increased by the applicable amounts on Exhibit C to
reflect any amendments to Exhibit A to include any additional Agreements (such amount, the “Escrow Fund”)) with TD Bank, N.A. (the “Escrow Agent”) to secure the payment of the Service Fees (as defined
herein). 
 NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

Section 1. General. Except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms
not otherwise defined herein shall have the meanings specified in those indentures listed on Exhibit D hereto (which Exhibit D may be amended by the parties from time to time) (each such indenture, an “Indenture” and
together, the “Indentures”) or, if not defined therein, as defined in the Agreements. 
 Section 2.
Service Provider Reports. 
 (a) No later than twenty-five (25) days following the last business day of each quarter
during the Term (as defined herein), the Service Provider shall prepare and deliver a written report to the Collateral Manager for each of the Indentures which report shall include the Collateral Overview Report. As used herein the
“Collateral Overview Report” means a summary, by Issuer, setting forth: 
  

	 	(i)	a Collateral Overview for Bank Collateral setting forth: (1) the Number of Companies, (2) Total Assets, (3) Loans/Deposits, (4) Tier-1 Ratio,
(5) Total Risk Based Capital Ratio, (6) Net Income, (7) ROAA, (8) ROAE, (9) Efficiency Ratio, (10) NPLs/Loans and (11) Reserves to NPLs, for the most recent quarter end for which financial information is available;
and 


  
 2 








  

	 	(ii)	a Collateral Overview for Insurance Collateral setting forth: (1) Number of Companies, (2) Capitalization, (3) Admitted Assets, (4) NPW or Total
Policy Revenue, (5) Combined Ratio, (6) NPW/PHS Leverage and (7) Return on Equity, for the most recent quarter end for which financial information is available. 


(b) No later than ninety (90) days following the last business day of each quarter during the Term (as defined herein), the Service
Provider shall deliver a written report to the Collateral Manager for each of the Indentures which shall include: the Score for Collateral Debt Securities Report, and the Securities Watch List Report. As used herein the “Score for Collateral
Debt Securities Report” means: 
  

	 	(i)	that score (1-5; with defaulted or deferring Collateral receiving a score of 6) for Bank Collateral prepared in accordance with the Service Provider’s internal
system using the following categories: capitalization, profitability, asset quality and liquidity; and 

  

	 	(ii)	that score (1-5; with defaulted or deferring Collateral receiving a score of 6) for Insurance Collateral prepared in accordance with the Service Providers internal
system using certain Financial Strength Ratings and Security Ratings. 

 As used herein the “Securities
Watch List Report” means a list of certain Collateral that fails to meet certain internal tests that are consistent with the Service Provider’s past practice based upon a review of Profitability, Balance Sheet, Credit Quality and
Capital Adequacy. In preparing the Watch List, the Service Provider may review reports of SNL Financial, LC and others. 
 The
reports delivered in accordance with (a) and (b) above shall be referred to herein as, the “Reports.” 
 (c) The obligation of the Service Provider to deliver the Reports is subject to the Service Provider’s timely receipt of necessary reports and appropriate information from the applicable Issuer. To
the extent that such reports and information are not timely received, the Service Provider shall notify the Collateral Manager and the Collateral Manager shall promptly request such reports and information from the applicable Issuer and shall use
commercially reasonable efforts to obtain such information. 
 (d) The Service Provider shall follow its customary standards,
policies and procedures in the performance of the Service Provider’s duties hereunder. 
 The Service Provider in
performing its duties under this Agreement, shall dedicate the resources of the Alesco Portfolio Management Team (collectively, the “Dedicated Resources”). If, during the Term, the employment of any of the individuals who comprise
the Dedicated Resources is terminated or such individuals are re-allocated to other portions of the Service Provider’s business, the Service Provider shall promptly replace such individual(s). 

(e) Notwithstanding the foregoing, the Collateral Manager shall not be relieved of any of its duties under the Agreements, regardless of
the Service Provider’s delivery of the Reports. In no event shall the Service Provider have any obligations under the Indenture or the Agreements or to the Issuer, the Trustee or the Collateral Administrator. 

  
 3 








  
 Section 3.
Fees. In consideration of and as compensation for the preparation and delivery of the Reports and as an inducement to the Service Provider to prepare and deliver the Reports (the “Service Fee”): 

(a) on the date hereof, for each Agreement, the Collateral Manager shall deliver an amount equal to the product of the Monthly Service
Fee allocated to such Agreement on Exhibit B hereto and five (5); 
 (b) on the date the parties amend Exhibit A
to include an additional Agreement, the Collateral Manager shall deliver an amount equal to the product of the Monthly Service Fee allocated to such Agreement on Exhibit C hereto and the number of months having passed between such date and
February, 2010 (including February, 2010); and 
 (c) provided this Agreement has not been terminated in accordance with
Section 8 herein, on the final business day of each month during the Term (defined below), on behalf of the Collateral Manager, the Escrow Agent shall automatically release from the Escrow Fund the amounts set forth on Exhibits B or C
hereto, as applicable, as the Monthly Service Fee for each of the Agreements (including any Agreements which have been added to Exhibit A hereto) to the Service Provider. The Service Fees paid to the Service Provider shall in no event exceed
the aggregate total of the amounts listed on Exhibits B or C under the heading “Escrowed Amounts,” which correspond to the Agreements listed on Exhibit A and the possible Additional Agreements. The Collateral Manager shall
have no additional financial obligations to pay the Service Provider fees for the services to be performed hereunder upon deposit of the amount set forth on Exhibits B and C, as applicable, as the Escrowed Amount for each of the Agreements,
including any Agreements which have been added to Exhibit A hereto. 
 Section 4. Expenses. 

(a) Subject to Section 4(b) below, the Service Provider shall be responsible for all of the costs of preparing the Reports,
including, without limitation, research and investment monitoring costs, its overhead costs and expenses, including, without limitation its employee compensation. 
 (b) To the extent that expenses are reimbursable by the Issuer (as set forth in the Agreements), upon request of the Service Provider, the Collateral Manager shall seek payment in full from the Issuer for
such expenses incurred by the Service Provider on behalf of the Collateral Manager and the Collateral Manager, in accordance with the Indentures, shall instruct the Trustee to pay such reimbursements as directed by the Service Provider. 

Section 5. Representations and Warranties. 
 (a) The Collateral Manager represents and warrants to the Service Provider and agrees as follows: 
 (i) It is duly organized, validly existing and in good standing under the laws of the State of Delaware. It has full limited liability company power and authority to enter into and perform its obligations
under this Agreement and to conduct its business as currently being conducted. It is qualified to conduct its business and is in good standing in every jurisdiction in which the nature or conduct of its business requires such qualification and the
failure to so qualify would reasonably be expected to have a material adverse effect on its ability to comply with or perform its obligations under this Agreement. 

  
 4 








  
 (ii)
This Agreement has been duly and validly authorized, executed and delivered on behalf of it, and assuming the due authorization, execution and delivery by the Service Provider of this Agreement, is a valid and binding agreement of it enforceable in
accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditor’s rights generally or by general principles of equity
(regardless of whether enforcement is sought in a proceeding at law or in equity). 
 (iii) The execution and
delivery of this Agreement and the incurring and performance of the obligations contemplated in this Agreement by it will not conflict with, violate, breach or constitute a default under any term or provision of its formation documents, or any
indenture, mortgage, deed of trust, loan agreement, or other agreement, document or instrument to which it is a party or by which it is bound, or to which any of its property or assets is subject, or any applicable law, rule, regulation, judgment,
order or decree binding on the Collateral Manager or to its property or assets or other legal requirement applicable to it or to its property or assets, which conflict, violation, breach or default would reasonably be expected to have a material
adverse effect on its ability to comply with or perform its obligations under this Agreement. 
 (iv) The
Collateral Manager has complied with any applicable law having application to its business, properties and assets, the violation of which would reasonably be expected to materially and adversely affect its ability to comply with and perform its
obligations under this Agreement There are no proceedings, notices of investigations or investigations pending or, to its knowledge and belief, threatened against it or any Affiliate regarding noncompliance with any applicable law, or at law or in
equity, or before or by any court, any foreign, federal, state, municipal or other governmental department, commission, board, bureau, agency, or instrumentality or any other regulatory body, in which an adverse decision would reasonably be expected
to adversely affect its ability to comply with or perform its obligations under this Agreement. 
 (v) The
Collateral Manager has maintained all governmental, self regulatory and exchange licenses and approvals and has effected all filings and registrations with every regulatory body having jurisdiction over it, except as would not reasonably be expected
to have an adverse effect on its ability to conduct its business or perform its obligations under this Agreement. 
 (vi) The foregoing representations and warranties and agreements shall be continuing during the Term, and if at any time any event shall occur which would make any of the foregoing incomplete or
inaccurate, the Collateral Manager shall promptly notify the Service Provider of the occurrence of such event. The Collateral Manager shall also promptly notify the Service Provider of any breach of this Agreement by it. 

(b) The Service Provider represents and warrants to the Collateral Manager and agrees as follows: 

(i) The Service Provider is duly organized, validly existing and in good standing under the laws of the State of Delaware.
The Service Provider has full limited liability company power and authority to enter into and perform its obligations under this Agreement and to conduct its business as currently being conducted. The Service Provider is qualified to conduct
business and is in good standing in every jurisdiction in which the nature or conduct of its business requires such qualification and the failure to qualify would reasonably be expected to 

  
 5 








 
have a material adverse effect on its ability to comply with or perform its obligations under this Agreement. 

(ii) This Agreement has been duly and validly authorized, executed and delivered on behalf of the Service Provider, and
assuming the due authorization, execution and delivery by the Collateral Manager of this Agreement, is a valid and binding agreement of the Service Provider enforceable in accordance with its terms, except as such enforceability may be limited by
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditor’s rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in
equity). 
 (iii) The execution and delivery of this Agreement and the performance of the obligations
contemplated in this Agreement by it will not conflict with, violate, breach or constitute a default under any term or provision of its formation documents, or any indenture, mortgage, deed of trust, loan agreement or other agreement, document or
instrument to which it is a party or by which it is bound, or to which any of its property or assets is subject, or any applicable law, rule, regulation, judgment, order or decree binding on the Service Provider or to its property or assets or other
legal requirement applicable to it or to its property or assets, which conflict, violation, breach or default would reasonably be expected to have a material adverse effect on its ability to comply with or perform its obligations under this
Agreement. 
 (iv) The Service Provider has complied with any applicable law having application to its business,
properties and assets, the violation of which would reasonably be expected to materially and adversely affect its ability to comply with and perform its obligations under this Agreement. There are no proceedings, notices of investigation or
investigations pending or, to the knowledge and belief of the Service Provider, threatened against the Service Provider or any Service Provider Affiliate regarding noncompliance with any applicable law, or at law or in equity, or before or by any
court, any foreign, federal, state, municipal, or other governmental department, commission, board, bureau, agency or instrumentality, or any other regulatory body, in which an adverse decision would reasonably be expected to adversely affect its
ability to comply with or perform its obligations under this Agreement. 
 (v) The Service Provider has
maintained all governmental, self-regulatory and exchange licenses and approvals and has effected all filings and registrations with every regulatory body having jurisdiction over it, except as would not reasonably be expected to have an adverse
effect on its ability to conduct its business or perform its obligations under this Agreement. 
 (vi) The
Service Provider has (a) complied with all conditions precedent, (b) provided all necessary notices and (c) obtained all required consents set forth in the Agreements in connection with the execution and delivery of this Agreement.

 (vii) The foregoing representations and warranties and agreements shall be continuing during the Term, and if
at any time any event shall occur which would make any of the foregoing incomplete or inaccurate, the Service Provider shall promptly notify the Collateral Manager of the occurrence of such event. The Service Provider shall also promptly notify the
Collateral Manager of any breach of this Agreement by it. 
 Section 6. Covenants. 

  
 6 








  
 (a) Compliance with
Laws. The Service Provider shall comply with any applicable law having application to its business, properties and assets, the violation of which would reasonably be expected to adversely affect its ability to comply with and perform its
obligations under this Agreement. The Collateral Manager shall comply with any applicable law having application to its business, properties and assets, the violation of which would reasonably be expected to adversely affect its ability to comply
with and perform its obligations under the Collateral Management Agreement. 
 (b) Regulatory Requirements. The
Service Provider shall maintain all governmental, self-regulatory and exchange licenses and approvals and has effected all filings and registrations with every regulatory body having jurisdiction over it, except as would not reasonably be expected
to have an adverse effect on its ability to conduct its business or perform its obligations under this Agreement. The Collateral Manager shall maintain all governmental, self-regulatory and exchange licenses and approvals and shall affect all
filings and registrations with every regulatory body having jurisdiction over it, except as would not reasonably be expected to have an adverse effect on its ability to conduct its business or perform its obligations under this Agreement.

 (c) Access. During the Term and for a period of three (3) years following the earlier expiration or termination
of this Agreement, at the Collateral Manager’s sole expense, the Service Provider shall, and shall cause each of its Affiliates, to provide the Collateral Manager and its authorized agents, Affiliates, officers and representatives
(a) reasonable access to the files, data and information used in the preparation of the Reports (“Records”), managers and officers of the Service Provider; provided, however, that such examinations and
investigations shall be conducted during the Service Provider’s normal business hours and in the presence of a designated representative of the Service Provider and shall not unreasonably interfere with the operations and activities of the
Service Provider; (b) copies of all Records as the Collateral Manager may reasonably request; and (c) such additional data and information relating to the services provided by the Service Provider under this Agreement, as the Collateral
Manager may reasonably request. 
 (d) Confidentiality. In the process of preparing and delivering the Reports or
otherwise in connection with this Agreement, the Service Provider may have access to Confidential Information (as hereinafter defined) of the Collateral Manager. Without limiting the applicability of any other obligation of confidentiality to which
the Collateral Manager or its Affiliates may be bound, the Service Provider agrees to keep (and cause its Affiliates and its and their respective employees, agents and independent contractors to keep) any Confidential Information strictly in
confidence, not to disclose it to any third party without prior written approval of the Collateral Manager and to use it only for the purposes set forth in this Agreement, except (a) as required by applicable law, in which case the Service
Provider shall notify the Collateral Manager prior to disclosing such Confidential Information and shall use its commercially reasonable efforts to obtain a protective order or otherwise prevent or minimize disclosure of such Confidential
Information, or (b) with the express prior written approval of the Collateral Manager. For purposes of this Agreement, “Confidential Information” means any confidential information with respect to the Collateral Manager or its
business, including, without limitation, methods of operation, fees, costs, technology, inventions, trade secrets, know-how, software, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or
proprietary matters. The obligation of confidentiality set forth in this Section 6(d) shall not extend to: (i) information that at the time of disclosure was in the public domain or thereafter comes into the public domain without breach of
this Agreement by the Service Provider or; and (ii) information that becomes known to the Service Provider from a source other than the Collateral Manager without breach of this Agreement by the Service Provider. 

(e) For the avoidance of doubt, in connection with the Service Provider’s performance of its obligations under this Agreement, and
except as otherwise expressly permitted by this 

  
 7 








 
Agreement or as consented to by the Collateral Manager in writing, the Service Provider shall not, and shall cause its officers, employees, and agents not to take any action relating in any way
to the Agreements not explicitly provided in this Agreement, including not to: 
  

	 	(i)	respond to any inquiry from any third persons (1) relating to the Reports or (2) addressing the Service Provider in its capacity as the former collateral
manager under the Agreements (“Inquiries”); 

  

	 	(ii)	fail to promptly provide notice of and deliver any Inquiries to the Collateral Manager; 


 

	 	(iii)	make any asset management decisions for any Issuer that is a party to a Collateral Management Agreement listed on Exhibit A hereto, as amended from time to time,
on behalf of the Collateral Manager; 

  

	 	(iv)	represent to any person that the Service Provider is an agent of the Collateral Manager, whether under the Agreements or otherwise, or allow any person to falsely
believe that the Service Provider is an agent of the Collateral Manager under the Agreements or otherwise; or 

  

	 	(v)	communicate with any rating agencies regarding the securities issued under the Indentures for the Issuers that are a party to a Collateral Management Agreement listed
on Exhibit A hereto, as amended from time to time. 

 (f) In connection with the preparation of the Reports, the
Service Provider shall promptly respond to any inquiries by the Collateral Manager relating to the preparation and delivery of the Reports, including but not limited to the methods of computation and source of data. Additionally, the Service
Provider acknowledges and agrees that from time to time the Collateral Manager may make reasonable requests to consult with the Service Provider in connection with the preparation of the Reports and may request changes to the Reports as necessary or
desireable, in its reasonable discretion to fulfill its obligations under the Agreements. In connection with any requested participation by the Collateral Manager in the preparation of the Reports, the Service Provide shall at all times work in good
faith and use reasonable efforts to satisfy the requests of the Collateral Manager. 
 Section 7. Indemnity.

 (a) Notwithstanding anything set forth in this Agreement to the contrary, the Service Provider assumes no responsibility under
this Agreement other than to prepare and deliver the Reports in accordance with the terms of this Agreement. Notwithstanding anything to the contrary herein, the Service Provider shall not be liable to the CM Indemnified Persons (as defined below)
for any expenses, losses, fines, damages, demands, charges, judgments, assessments, costs or other liabilities or claims of any nature whatsoever (collectively, “Liabilities”) incurred by the Collateral Manager that arise out of or
in connection with the Service Provider’s preparation and delivery of the Reports or for any acts or omissions by the Service Provider or any Affiliate thereof under or in connection with this Agreement, except (i) by reason of acts or
omissions of an Adviser Indemnified Person (as defined below) constituting bad faith, willful misconduct, gross negligence or reckless disregard in the preparation and delivery of the Reports, (ii) by reason of a violation of applicable law,
(iii) by reason of any failure to timely prepare and deliver the Reports, for any reason, (iv) by reason of a breach of its representations, warranties or covenants in this Agreement or (v) by reason of any action by an Adviser
Indemnified Person that is not required to be performed or permitted under the terms of this Agreement (the occurrences of the events described in subsections (i) through (v) above are collectively referred to for


  
 8 








 
purposes of this Section 7 as “Service Provider Breaches”). For avoidance of doubt, the indemnification obligations of the Service Provider set forth in this Agreement shall
be in addition to the indemnification obligations set forth in Section 11(a)(i) of that certain Master Transaction Agreement dated as of July __, 2010, by and among Cohen & Company, Inc., the Collateral Manager and the Service
Provider, and shall in no way limit amend, or modify the obligations set forth therein. In addition, the CM Indemnified Persons shall not be liable to the Adviser Indemnified Persons for any Liabilities incurred by the Service Provider that arise
out of or in connection with any action by an Adviser Indemnified Person that is not required to be performed or permitted under the terms of this Agreement. 
 (b) The Collateral Manager shall defend, indemnify and hold harmless the Service Provider and each of its Affiliates and all of their respective officers, managers, directors, members, partners,
employees, agents, successors and assigns thereof (“Advisor Indemnified Person”) from and against any Liabilities, and shall promptly reimburse the Service Provider or each Affiliate thereof for all reasonable fees and expenses
(including reasonable fees and expenses of counsel) as such fees and expenses are incurred in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation with respect to any pending or threatened litigation caused
by, arising out of or in connection with (i) any liability, obligation or commitment, or any act or omission of the Collateral Manager, under the Agreements or the Indentures with respect to any period after the date hereof, or (ii) any
action taken by, or any failure to act by, the Service Provider or any Affiliate thereof, and in each such case to the extent not constituting a Service Provider Breach; provided, however, that in no case shall the Collateral Manager be required to
indemnify any Advisor Indemnified Person to the extent such Liabilities are the result of (x) the negligence, bad faith or willful misconduct of an Advisor Indemnified Person or (y) any action by an Advisor Indemnified Person that is not
required to be performed or permitted under the terms of this Agreement. 
 (c) The Service Provider shall defend, indemnify and
hold harmless the Collateral Manager and each of its Affiliates (the “CM Indemnified Persons”) from and against any Liabilities, and shall promptly reimburse the Collateral Manager or each Affiliate thereof for all reasonable fees
and expenses (including reasonable attorneys’ and accountants’ fees and expenses) as such fees and expenses are incurred in investigating, preparing, pursuing or defending any claim, action, proceeding or investigation with respect to any
pending or threatened litigation, in each case, to the extent and only to the extent that such Liabilities, fees, expenses and other amounts are caused by, arise out of or in connection with a Service Provider Breach or an action by an Adviser
Indemnified Person that is not required to be performed or permitted under the terms of this Agreement. 
 (d) Procedures for
Indemnification. 
 (i) For purposes of this Agreement (A) “Third Party Claim” means
any claim, demand, commencement of any action, suit or proceeding, or other assertion of liability by any person or entity arising from the claim, demand, commencement of any action, suit or proceeding, or other assertion of Liability of another
person or entity and (B) “Net Tax Benefit” means the tax benefit of any liability reduced by the tax detriment associated with the receipt of any amount for which indemnification is provided under this Agreement. 

(ii) If any CM Indemnified Person or Advisor Indemnified Person (each an “Indemnified Person”) shall
claim indemnification hereunder for any claim (other than a Third Party Claim) for which indemnification is provided in Section 7, the Indemnified Person shall promptly, and in any event within one hundred twenty (120) days, after such
Indemnified Person first becomes aware of facts that give rise to the basis for such claim, give written notice (a “Notice of Claim”) to the Service Provider or the Collateral Manager, as applicable, setting forth the basis for such
claim and the nature and estimated amount of the claim (which estimated 

  
 9 








 
amount shall include, without limitation, an estimate of the Liabilities that may be incurred in connection with defending any such claim), all in reasonable detail. The failure to give a Notice
of Claim to the Indemnifying Person shall not relieve the Indemnifying Person of any liability hereunder unless the Indemnifying Person was actually prejudiced by such failure and then only to the extent of such prejudice. If the Service Provider or
the Collateral Manager, as applicable, disputes any claim set forth in the Notice of Claim, it shall deliver to such Indemnified Person that has given the Notice of Claim a written notice indicating its dispute of such Notice of Claim in reasonable
detail (an “Objection Notice”) within thirty (30) days after the date the Notice of Claim is given (the “Response Period”). 

(iii) If an Indemnified Person shall make a Third Party Claim for which indemnification is provided in Section 7
hereof, the Indemnified Person shall promptly, and in any event within ninety (90) days, after such Indemnified Person first becomes aware of facts which give rise to the basis for such claim, give written notice (a “Third Party
Notice”) to the Service Provider or the Collateral Manager, as applicable (each, an “Indemnifying Person”), of the basis for such claim, setting forth the nature of the claim or demand in reasonable detail, and the
estimated amount of the claim (which estimated amount shall include, without limitation, an estimate of the Liabilities that may be incurred in connection with defending any such claim). The failure to give a Third Party Notice to the Indemnifying
Person shall not relieve the Indemnifying Person of any liability hereunder unless the Indemnifying Person was actually prejudiced by such failure and then only to the extent of such prejudice. The Indemnifying Person shall be entitled to
participate therein and, to the extent that it wishes (but subject to the consent of the Indemnified Person), to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Person so long as the Indemnifying Person notifies
the Indemnified Person in writing within sixty (60) days after the Indemnified Person has given a Third Party Notice to the Indemnifying Person that the Indemnifying Person will indemnify the Indemnified Person from and against the entirety of
any Liabilities the Indemnified Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the claim, and the Indemnifying Person assumes the defense of the Proceeding. If the Indemnifying Person (with the consent
of the Indemnified Person) assumes the defense of such claim, the Indemnifying Person shall not be liable to such Indemnified Person for any fees of other counsel or any other expenses, incurred by such Indemnified Person in connection with the
defense thereof; provided, however, that in the event that the interests of the Indemnified Person and the Indemnifying Person are, or may reasonably become, in conflict with or adverse to one another with respect to such Third Party
Claim, the Indemnified Person may retain its own counsel at the Indemnifying Person’s expense with respect to such Third Party Claim. If an Indemnifying Person assumes the defense of such an action, (A) no compromise or settlement thereof
may be effected by the Indemnifying Person without the Indemnified Person’s consent (which shall not be unreasonably withheld, conditioned or delayed) unless (1) there is no finding or admission of any violation of law or any violation of
the rights of any Person and no effect on any other claims that may be made against the Indemnified Person and (2) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person and (B) the Indemnifying
Person shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld, conditioned or delayed). If notice is given to an Indemnifying Person of the commencement of
any action and it does not, within sixty (60) days after the Indemnified Person’s notice is given, give notice to the Indemnified Person of its election to assume the defense thereof (or the Indemnifying Person does not consent to the
election by the Indemnifying Person to assume the defense thereof), the Indemnified Person shall, at the expense of the Indemnifying Person, undertake the defense of (with counsel selected by the Indemnified Person and reasonably acceptable to the
Indemnifying Person) such claim, liability 

  
 10 









 
or expense, and shall have the right to compromise or settle such claim, liability or expense with the consent of the Indemnifying Person. 

(e) The amount of any Liabilities for which indemnification is provided for under this Agreement shall be (i) reduced by any amounts
actually realized as a result of any indemnification, contribution or other payment by any Third Party, (ii) reduced by any insurance proceeds or other amounts actually recovered or received from third parties with respect to such Liabilities;
provided that the amount of any insurance proceeds received by an Indemnified Person shall be equal to the difference between (A) the actual after-tax amount of such proceeds less any deductible paid by the applicable Indemnified Person
and (B) the net present value (as determined by the applicable Indemnified Person in good faith) of the aggregate incremental premium costs which are incurred by an Indemnified Person as a consequence of the Liabilities or event which gives
rise to the payment of insurance proceeds and (iii) reduced by any Net Tax Benefit actually realized in the year of the Liabilities from the incurrence or payment of any such Liabilities. 

(f) If an Indemnified Person recovers any amount with respect to any Liabilities that were previously satisfied by the Indemnifying
Person such Indemnified Person shall promptly pay such amount to the Indemnifying Person. 
 Section 8. Term and
Termination. 
 This Agreement shall remain in force and effect until the earlier of (i) February 22, 2013 (the
“Term”), and (ii) the termination of this Agreement in accordance with Section 9 hereof. 
 Section 9.
Termination. 
 (a) This Agreement may be terminated by the Collateral Manager upon a Final Determination (in accordance
with this Section 9) of Cause. For purposes of determining “Cause”, such term shall mean a material breach by the Service Provider of its obligations to deliver the Reports under Section 2 hereof; provided however that the
Service Provider fails within 30 days of its receiving written notice from the Collateral Manager to cure such breach (the “Cure Period”). Notwithstanding the foregoing, the parties agree that if at the end of a Cure Period, with
respect to a termination under Section 9(a), the Service Provider reasonably believes it has cured any alleged material breach, the matter shall be submitted to an independent mediator, selected in accordance with the American Arbitration
Association Rules, who shall finally determine if (i) the Service Provider has materially breached Section 2 of this Agreement, and (ii) has failed to cure such breach within the Cure Period (such a determination, the “Final
Determination”). 
 (b) If a Final Determination has been made that “Cause” exists and this Agreement is
terminated (in accordance with (a) above) by the Collateral Manager, the Collateral Manager shall deliver written instructions to the Escrow Agent, along with a copy of the Final Determination, directing that the Escrow Fund shall be delivered
to the Collateral Manager. 
 Section 10. Independent Contractor. 

The Service Provider is and will hereafter act as an independent contractor and not as an employee of the Collateral Manager, and nothing
in this Agreement may be interpreted or construed to create an employment, partnership, joint venture or other relationship between the Service Provider and the Collateral Manager. For the avoidance of doubt, the Service Provider’s sole client
under this Agreement shall be the Collateral Manager and not the Issuer. 

  
 11 









  
 Section 11.
Miscellaneous. 
 (a) Notices Generally. All notices, requests and other communications to any party hereunder
shall be in writing (including facsimile or similar writing) and shall be given: 
 If to the Collateral Manager: 

c/o Fortress Investment Group LLC 
 1345 Avenue of the Americas, 46th Floor 
 New York, New York 10105 

Telephone: (212) 479-1505 
 Facsimile: (212) 798-6090 
 Attention: Rick Noble 

with copies, which shall not constitute notice, to: 
 Joshua Pack 
 Fortress Investment Group 

10250 Constellation Blvd., Suite 2350 
 Los Angeles, CA 90067 
 Telephone: (310) 228-3015 

Facsimile: (310) 228-3031 
 Joel A. Holsinger 
 Fortress Investment Group LLC 

400 Galleria Parkway 
 Suite 1500 
 Atlanta, GA 30339 

Telephone: (678) 385-5905 
 Facsimile: (678) 550-9105 
 with copies, which shall not constitute notice,
to: 
 Hunton & Williams LLP 
 600 Peachtree Street, N.E., Suite 4100 
 Atlanta, GA 30308 

Facsimile: (404) 602-8669 
 Attention: John R. Schneider, Esq. 
 Hunton & Williams LLP 

Riverfront Plaza, East Tower 
 951 East Byrd Street 
 Richmond, Virginia 23219-4074 

Facsimile: (804) 343-4833 
 Attention: S. Gregory Cope, Esq. 
 If to the Service Provider, to: 

Cohen & Company Financial, Management LLC 
 Circa Centre 
 2929 Arch Street 

  
 12 









  
 17th Floor

 Philadelphia PA 19103 
 Facsimile: (215) 701-8282 
 Attention: Joseph Pooler, Chief Financial Officer

 and to: 
 Cohen & Company Financial Management LLC 
 135 East 57th Street, 21st
Floor 
 New York, NY 10022 
 Facsimile: (646) 673-8100 
 Attention: Rachael Fink, Esq., General Counsel

 with a copy, which shall not constitute notice, to: 

Cozen O’Connor 
 1900 Market Street 
 Philadelphia, PA 19103 

Facsimile: (215) 701-2228 
 Attention: Anna M. McDonough, Esq. 
 or to such other address, facsimile number or electronic mail
address as such party may hereafter specify for the purpose by notice to the other parties hereto. Each such notice, request or other communication shall be effective (x) if sent by mail, five days after such notice is deposited in the mails
with first class postage prepaid, addressed to the address specified in this Section 10 or (y) if given by any other means, when delivered at the address specified in this Section 10. Each party may rely and shall be protected in
acting upon any written instruction or communication believed by it to be genuine and to have been signed by the other party or parties. 
 Section 12. Specific Performance; Injunctive Relief. The parties hereto acknowledge that the Collateral Manager will be irreparably harmed and that there will be no adequate remedy at law for
a violation of any of the covenants or agreements of the Service Provider set forth herein. Therefore, it is agreed that the Collateral Manager shall have the right to enforce such covenants and agreements by specific performance and injunctive
relief in equity and the Service Provider hereby waives any and all defenses that could exist in its favor in connection with such enforcement and waives any requirement for the security or posting of any bond in connection with such enforcement.
All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. 
 Section 13. Entire Agreement. This Agreement constitutes the entire agreement and understanding among the parties hereto with respect to the matters set forth herein and supersedes any and all
prior agreements and understandings, oral or written, relating to the subject matter hereof. 
 Section 14. Amendment;
Waiver. Except as provided otherwise herein, this Agreement may not be amended, nor may any rights hereunder be waived, except by an instrument in writing signed by the party sought to be charged with such amendment or waiver and, in each case,
the written approval of the parties hereto. 
 Section 15. Assignment. The Service Provider shall not assign or
delegate any of its rights or obligations under this Agreement to a third party without the prior written consent of the Collateral 

  
 13 









 
Manager. The Collateral Manager shall assign this Agreement to any purchaser of its rights under the Agreements without the prior consent of the Service Provider, provided that such purchaser
agrees in writing to be bound by the terms of this Agreement. 
 Section 16. Services Not Exclusive. The Service
Provider and each Affiliate thereof may engage, simultaneously with their activities hereunder, in other businesses and make investments for their own accounts, and may render services similar to those described in this Agreement for other
individuals, companies, trusts or persons, and shall not by reason of such engaging in other businesses, making such investments, or rendering of services for others, be deemed to be acting in conflict with the interests of the Collateral Manager,
or the Issuer. 
 Section 17. Governing Law. This Agreement shall be construed in accordance with and governed by
the laws of the State of New York. Each party to this Agreement irrevocably and unconditionally submits to the exclusive jurisdiction of (a) the Supreme Court of the State of New York, New York County, and (b) the United States District
Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or any transaction contemplated hereby. Each party to this Agreement agrees to commence any such action, suit or
proceeding either in the United States District Court for the Southern District of New York or if such suit, action or other proceeding may not be brought in such court for jurisdictional reasons, in the Supreme Court of the State of New York, New
York County. Each party to this Agreement further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s respective address set forth above shall be effective service of process for any action,
suit or proceeding in New York with respect to any matters to which it has submitted to jurisdiction in this Section 16. Each of the parties to this Agreement irrevocably and unconditionally waives any objection to the laying of venue of any
action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in (i) the Supreme Court of the State of New York, New York County, or (ii) the United States District Court for the Southern District of New
York, and hereby and thereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. 

Section 18. Parties in Interest. Except as specifically set forth in Section 7 hereof, this Agreement shall be binding
upon and inure solely to the benefit of each party hereto and their respective legal representatives, heirs, successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person, any right,
benefit or remedy of any nature whatsoever under or by reason of this Agreement. 
 Section 19. Counterparts. This
Agreement may be executed either directly or by an attorney-in-fact, in any number of counterparts, each of which shall constitute an original, but all of which upon delivery when taken together shall constitute a single contract. 

Section 20. Waiver of Jury Trial. Each party hereto waives, to the fullest extent permitted by applicable law, any right it
may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or any transaction contemplated hereby. Each party hereto (i) certifies that no representative, agent or
attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other Parties have been induced to
enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 20. 

Section 21. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced
by any rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or 

  
 14 









 
other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 

Section 22. Survival. The provisions of Sections 4, 6(d), 6(e), 7, 9, 12, 17 and 20 hereof shall survive the termination of
this Agreement. 
 Section 23. Miscellaneous. No failure on the part of either party to exercise, and no delay on
its part in exercising, any right or remedy under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right or remedy preclude any other or further exercise thereof or the exercise of any other right or
remedy. 
 Section 24. Headings. The section and other headings contained in this Agreement are for reference only
and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof. 

Section 25. Gender and Number. Whenever required by the context hereof, the singular shall include the plural and the plural
shall include the singular. The neuter gender shall include the feminine and masculine genders. 
 [Signature Page
Follows.] 

  
 15 









  
 IN WITNESS WHEREOF,
the undersigned have duly executed and delivered this Agreement as of the date first above written. 
  

			
	COHEN & COMPANY FINANCIAL MANAGEMENT, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	ATP MANAGEMENT LLC
		
	By:	 	  

		 	Name:
		 	Title:









  
 Exhibit A

 Collateral Management Agreements and Collateral Administration Agreements 

Collateral Management Agreement, dated as of March 15, 2006, by and between Alesco Preferred Funding X, Ltd. and Cohen Bros. Financial Management,
LLC (now known as “Cohen & Company Financial Management, LLC”). 
 Collateral Management Agreement, dated as of June 29,
2006, by and between Alesco Preferred Funding XI, Ltd. and Cohen Bros. Financial Management, LLC (now known as “Cohen & Company Financial Management, LLC”). 
 Collateral Management Agreement, dated as of October 12, 2006, by and between Alesco Preferred Funding XII, Ltd. and Cohen Bros. Financial Management, LLC (now known as “Cohen & Company
Financial Management, LLC”). 
 Collateral Management Agreement, dated as of November 30, 2006, by and between Alesco Preferred
Funding XIII, Ltd. and Cohen & Company Financial Management, LLC. 
 Collateral Management Agreement, dated as of December 21,
2006, by and between Alesco Preferred Funding XIV, Ltd. and Cohen & Company Financial Management, LLC. 
 Collateral Management
Agreement, dated as of March 29, 2007, by and between Alesco Preferred Funding XV, Ltd. and Cohen & Company Financial Management, LLC. 
 Collateral Management Agreement, dated as of June 28, 2007, by and between Alesco Preferred Funding XVI, Ltd. and Cohen & Company Financial Management, LLC. 

Collateral Management Agreement, dated as of October 30, 2007, by and between Alesco Preferred Funding XVII, Ltd. and Cohen & Company
Financial Management, LLC. 
 Collateral Administration Agreement, dated as of March 15, 2006, by and among Alesco Preferred Funding X,
Ltd., Cohen Bros. Financial Management, LLC (now known as “Cohen & Company Financial Management, LLC”) and U.S. Bank National Association. 
 Collateral Administration Agreement, dated as of June 29, 2006, by and among Alesco Preferred Funding XI, Ltd., Cohen Bros. Financial Management, LLC (now known as “Cohen & Company
Financial Management, LLC”) and U.S. Bank National Association. 
 Collateral Administration Agreement, dated as of October 12, 2006,
by and among Alesco Preferred Funding XII, Ltd., Cohen Bros. Financial Management, LLC (now known as “Cohen & Company Financial Management, LLC”) and U.S. Bank National Association. 

Collateral Administration Agreement, dated as of November 30, 2006, by and among Alesco Preferred Funding XIII, Ltd., Cohen & Company
Financial Management, LLC and Wells Fargo Bank, National Association. 
 Collateral Administration Agreement, dated as of December 21,
2006, by and among Alesco Preferred Funding XIV, Ltd., Cohen & Company Financial Management, LLC and U.S. Bank National Association. 

  
 17 









  
 Collateral Administration Agreement,
dated as of March 29, 2007, by and among Alesco Preferred Funding XV, Ltd., Cohen & Company Financial Management, LLC and LaSalle Bank National Association. 
 Collateral Administration Agreement, dated as of June 28, 2007, by and among Alesco Preferred Funding XVI, Ltd., Cohen & Company Financial Management, LLC and U.S. Bank National Association.

 Collateral Administration Agreement, dated as of October 30, 2007, by and among Alesco Preferred Funding XVII, Ltd., Cohen &
Company Financial Management, LLC and Wells Fargo Bank, National Association. 

  
 18 









  
 Exhibit B

 Fee Schedule 
  

									
	 Agreement
	  	Escrowed Amount*	 	  	Monthly Service Fee	 
			
	 Alesco X
	  	$	2,867,600	  	  	$	79,656	  
			
	 Alesco XI
	  	$	1,895,555	  	  	$	52,654	  
			
	 Alesco XII
	  	$	1,941,249	  	  	$	53,924	  
			
	 Alesco XIII
	  	$	1,287,630	  	  	$	35,768	  
			
	 Alesco XIV
	  	$	2,139,454	  	  	$	59,429	  
			
	 Alesco XV
	  	$	1,535,062	  	  	$	42,641	  
			
	 Alesco XVI
	  	$	1,413,358	  	  	$	39,260	  
			
	 Alesco XVII
	  	$	538,325	  	  	$	14,953	  
			
	 Total
	  	$	13,618,233	  	  	$	378,285	  

  

	*	The Escrowed Amount shall be reduced by the amount paid by the Collateral Manager to the Service Provider in accordance with Section 3. 


  
 19 









  
 Exhibit C

 Future Fee Schedule 
  

									
	 Agreement
	  	Escrowed Amount*	 	  	Monthly Service Fee	 
	 Alesco I
	  	$	502,423	  	  	$	13,956	  
	 Alesco II
	  	$	538,236	  	  	$	14,951	  
	 Alesco III
	  	$	521,115	  	  	$	14,475	  
	 Alesco IV
	  	$	952,747	  	  	$	26,465	  
	 Alesco V
	  	$	908,056	  	  	$	25,224	  
	 Alesco VI
	  	$	1,585,082	  	  	$	44,030	  
	 Alesco VII
	  	$	778,128	  	  	$	21,615	  
	 Alesco VIII
	  	$	1,737,437	  	  	$	48,262	  
	 Alesco IX
	  	$	1,858,543	  	  	$	51,626	  

  

	*	The Escrowed Amount shall be reduced by the amount paid by the Collateral Manager to the Service Provider in accordance with Sections 3. 


  
 20 









  
 Exhibit D

 Indentures 

Indenture, dated as of March 15, 2006, by and among Alesco Preferred Funding X, Ltd., Alesco Preferred Funding X, Inc. and U.S. Bank National
Association. 
 Indenture, dated as of June 29, 2006, by and among Alesco Preferred Funding XI, Ltd., Alesco Preferred Funding XI, Inc. and
U.S. Bank National Association. 
 Indenture, dated as of October 12, 2006, by and among Alesco Preferred Funding XII, Ltd., Alesco
Preferred Funding XII, Inc. and U.S. Bank National Association. 
 Indenture, dated as of November 30, 2006, by and among Alesco Preferred
Funding XIII, Ltd., Alesco Preferred Funding XIII, Inc. and Wells Fargo Bank, National Association. 
 Indenture, dated as of December 21,
2006, by and among Alesco Preferred Funding XIV, Ltd., Alesco Preferred Funding XIV, Inc., Alesco Preferred Funding XIV (L2), Ltd. and U.S. Bank National Association. 
 Indenture, dated as of March 29, 2007, by and among Alesco Preferred Funding XV, Ltd., Alesco Preferred Funding XV, LLC, Alesco Preferred Funding XV (L2), Ltd. and LaSalle Bank National Association.

 Indenture, dated as of June 28, 2007, by and among Alesco Preferred Funding XVI, Ltd., Alesco Preferred Funding XVI, LLC, Alesco
Preferred Funding XVI (L2), Ltd. and U.S. Bank National Association. 
 Indenture, dated as of October 30, 2007, by and among Alesco
Preferred Funding XVII, Ltd., Alesco Preferred Funding XVII, LLC, Alesco Preferred Funding XVII (L2), Ltd. and Wells Fargo Bank, National Association. 

  
 21