EX-10.1






E Master Repurchase Agreement



September 1996 Version




	 	 	Dated as of September 19, 2008 and






Amended and Restated as of October 27, 2008



	 	 	 
	Between: Buyer: WILMINGTON TRUST COMPANY, as agent for Cedric LLC

	
 
	 	Seller: TABERNA LOAN HOLDINGS I, L.L.C.
	1

	 	Applicability







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




	2	 	Definitions






	 	(a)	 	“Act of Insolvency”, with respect to any party, (i) the commencement by such
party as debtor of any case or proceeding under any bankruptcy, insolvency,
reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or
such party seeking the appointment or election of a receiver, conservator, trustee,
custodian or similar official for such party or any substantial part of its property,
or the convening of any meeting of creditors for purposes of commencing any such case
or proceeding or seeking such an appointment or election, (ii) the commencement of any
such case or proceeding against such party, or another seeking such an appointment or
election, or the filing against a party of an application for a protective decree under
the provisions of the Securities Investor Protection Act of 1970, which (A) is
consented to or not timely contested by such party, (B) results in the entry of an
order for relief, such an appointment or election, the issuance of such a protective
decree or the entry of an order having a similar effect, or (C) is not dismissed within
15 days, (iii) the making by such party of a general assignment for the benefit of
creditors, or (iv) the admission in writing by such party of such party’s inability to
pay such party’s debts as they become due;






	 	(b)	 	“Additional Purchased Securities”, Securities provided by Seller to Buyer
pursuant to Paragraph 4(a) hereof;






	 	(c)	 	“Buyer’s Margin Amount”, with respect to any Transaction as of any date, the
amount obtained by application of the Buyer’s Margin Percentage to the Repurchase Price
for such Transaction as of such date;






	 	(d)	 	“Buyer’s Margin Percentage”, with respect to any Transaction as of any date, a
percentage (which may be equal to the Seller’s Margin Percentage) agreed to by Buyer
and Seller or, in the absence of any such agreement, the percentage obtained by
dividing the Market Value of the Purchased Securities on the Purchase Date by the
Purchase Price on the Purchase Date for such Transaction;






	 	(e)	 	“Confirmation”, the meaning specified in Paragraph 3(b) hereof,






	 	(f)	 	“Income”, with respect to any Asset at any time, any principal thereof and all
interest, dividends or other distributions thereon;






	 	(g)	 	“Margin Deficit”, the meaning specified in Paragraph 4(a) hereof;






	 	(h)	 	“Margin Excess”, the meaning specified in Paragraph 4(b) hereof;






	 	(i)	 	“Margin Notice Deadline”, the time agreed to by the parties in the relevant
Confirmation, Annex I hereto or otherwise as the deadline for giving notice
requiring same day satisfaction of margin maintenance obligations as provided in
Paragraph 4 hereof (or, in the absence of any such agreement, the deadline for such
purposes established in accordance with market practice);






	 	(j)	 	“Market Value”, with respect to any Securities as of any date, the price for
such Securities on such date obtained from a generally recognized source agreed to by
the parties or the most recent closing bid quotation from such a source, plus accrued
Income to the extent not included therein (other than any Income credited or
transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5
hereof) as of such date (unless contrary to market practice for such Securities);






	 	(k)	 	“Price Differential”, with respect to any Transaction as of any date, the
aggregate amount obtained by daily application of the Pricing Rate for such Transaction
to the Purchase Price for such Transaction on a 360 day per year basis for the actual
number of days during the period commencing on (and including) the Purchase Date for
such Transaction and ending on (but excluding) the date of determination (reduced by
any amount of such Price Differential previously paid by Seller to Buyer with respect
to such Transaction);






	 	(l)	 	“Pricing Rate”, the per annum percentage rate for determination of the Price
Differential;






	 	(m)	 	“Prime Rate”, the prime rate of U.S. commercial banks as published in The Wall
Street Journal (or, if more than one such rate is published, the average of such
rates);






	 	(n)	 	“Purchase Date”, the date on which Purchased Securities are to be transferred
by Seller to Buyer;






	 	(o)	 	“Purchase Price”, (i) on the Purchase Date, the price at which Purchased
Securities are transferred by Seller to Buyer, and (ii) thereafter, except where Buyer
and Seller agree otherwise, such price increased by the amount of any cash transferred
by Buyer to Seller pursuant to Paragraph 4(b) hereof and decreased by the amount of any
cash transferred by Seller to Buyer pursuant to Paragraph 4(a) hereof or applied to
reduce Seller’s obligations under clause (ii) of Paragraph 5 hereof;






	 	(p)	 	“Purchased Securities”, the Securities transferred by Seller to Buyer in a
Transaction hereunder, and any Securities substituted therefor in accordance with
Paragraph 9 hereof. The term “Purchased Securities” with respect to any Transaction at
any time also shall include Additional Purchased Securities delivered pursuant to
Paragraph 4(a) hereof and shall exclude Securities returned pursuant to Paragraph 4(b)
hereof;






	 	(q)	 	“Repurchase Date”, the date on which Seller is to repurchase the Purchased
Securities from Buyer, including any date determined by application of the provisions
of Paragraph 3(c) or 11 hereof;






	 	(r)	 	“Repurchase Price”, the price at which Purchased Securities are to be
transferred from Buyer to Seller upon termination of a Transaction, which will be
determined in each case (including Transactions terminable upon demand) as the sum of
the Purchase Price and the Price Differential as of the date of such determination;






	 	(s)	 	“Seller’s Margin Amount”, with respect to any Transaction as of any date, the
amount obtained by application of the Seller’s Margin Percentage to the Repurchase
Price for such Transaction as of such date;






	 	(t)	 	“Seller’s Margin Percentage”, with respect to any Transaction as of any date, a
percentage (which may be equal to the Buyer’s Margin Percentage) agreed to by Buyer and
Seller or, in the absence of any such agreement, the percentage obtained by dividing
the Market Value of the Purchased Securities on the Purchase Date by the Purchase Price
on the Purchase Date for such Transaction.






	3	 	Initiation; Confirmation; Termination






	 	(a)	 	An agreement to enter into a Transaction may be made orally or in writing at
the initiation of either Buyer or Seller. On the Purchase Date for the Transaction,
the Securities shall be transferred to Buyer or its agent against the transfer of the
Purchase Price to an account of Seller.






	 	(b)	 	Upon agreeing to enter into a Transaction hereunder, Buyer or Seller (or both),
as shall be agreed, shall promptly deliver to the other party a written confirmation of
each Transaction (a “Confirmation”). The Confirmation shall describe the Securities,
identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price,
(iii) the Repurchase Date, unless the Transaction is to be terminable on demand,
(iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any
additional terms or conditions of the Transaction not inconsistent with this Agreement.
The Confirmation, together with this Agreement, shall constitute conclusive evidence
of the terms agreed between Buyer and Seller with respect to the Transaction to which
the Confirmation relates, unless with respect to the Confirmation specific objection is
made promptly after receipt thereof. In the event of any conflict between the terms of
such Confirmation and this Agreement, this Agreement shall prevail.






	 	(c)	 	In the case of Transactions terminable upon demand, such demand shall be made
by Buyer or Seller, no later than such time as is customary in accordance with market
practice, by telephone or otherwise on or prior to the business day on which such
termination will be effective. On the date specified in such demand, or on the date
fixed for termination in the case of Transactions having a fixed term, termination of
the Transaction will be effected by transfer to Seller or its agent of the Securities
and any Income in respect thereof received by Buyer (and not previously credited or
transferred to, or applied to the obligations of, Seller pursuant to Paragraph 5
hereof) against the transfer of the Repurchase Price to an account of Buyer.






	4	 	Margin Maintenance






	 	(a)	 	If at any time the aggregate Market Value of all Purchased Securities subject
to all Transactions in which a particular party hereto is acting as Buyer is less than
the aggregate Buyer’s Margin Amount for all such Transactions (a “Margin Deficit”),
then Buyer may by notice to Seller require Seller in such Transactions, at Seller’s
option, to transfer to Buyer cash or additional Securities reasonably acceptable to
Buyer (“Additional Purchased Securities”), so that the cash and aggregate Market Value
of the Purchased Securities, including any such Additional Purchased Securities, will
thereupon equal or exceed such aggregate Buyer’s Margin Amount (decreased by the amount
of any Margin Deficit as of such date arising from any Transactions in which such Buyer
is acting as Seller).






	 	(b)	 	If at any time the aggregate Market Value of all Purchased Securities subject
to all Transactions in which a particular party hereto is acting as Seller exceeds the
aggregate Seller’s Margin Amount for all such Transactions at such time (a “Margin
Excess”), then Seller may by notice to Buyer require Buyer in such Transactions, at
Buyer’s option, to transfer cash or Purchased Securities to Seller, so that the
aggregate Market Value of the Purchased Securities, after deduction of any such cash or
any Purchased Securities so transferred, will thereupon not exceed such aggregate
Seller’s Margin Amount (increased by the amount of any Margin Excess as of such date
arising from any Transactions in which the Seller is acting as Buyer).






	 	(c)	 	If any notice is given by Buyer or Seller under subparagraph (a) or (b) of this
Paragraph at or before the Margin Notice Deadline on any business day, the party
receiving such notice shall transfer cash or Additional Purchased Securities as
provided in such subparagraph no later than the close of business in the relevant
market on such day. If any such notice is given after the Margin Notice Deadline, the
party receiving such notice shall transfer such cash or Securities no later than the
close of business in the relevant market on the next business day following such
notice.






	 	(d)	 	Any cash transferred pursuant to this Paragraph shall be attributed to such
Transactions as shall be agreed upon by Buyer and Seller.






	 	(e)	 	Seller and Buyer may agree, with respect to any or all Transactions hereunder,
that the respective rights of Buyer or Seller (or both) under subparagraphs (a) and (b)
of this Paragraph may be exercised only where a Margin Deficit or Margin Excess, as the
case may be, exceeds a specified dollar amount or a specified percentage of the
Repurchase Prices for such Transactions (which amount or percentage shall be agreed to
by Buyer and Seller prior to entering into any such Transactions).






	 	(f)	 	Seller and Buyer may agree, with respect to any or all Transactions hereunder,
that the respective rights of Buyer and Seller under subparagraphs (a) and (b) of this
Paragraph to require the elimination of a Margin Deficit or a Margin Excess, as the
case may be, may be exercised whenever such a Margin Deficit or Margin Excess exists
with respect to any single Transaction hereunder (calculated without regard to any
other Transaction outstanding under this Agreement).






	5	 	Income Payments






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




	6	 	Security Interest






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




	7	 	Payment and Transfer






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




	8	 	Segregation of Securities






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




Required Disclosure for Transactions in Which the Seller




Retains Custody of the Purchased Securities




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




	 	*	 	Language to be used under 17 C.F.R. b403.4 (e) if Seller is a government
securities broker






or dealer other than a financial institution.




	 	**	 	Language to be used under 17 C.F.R. b403.5(d) if Seller is a financial
institution.






	9	 	Substitution






	 	(a)	 	Seller may, subject to agreement with and acceptance by Buyer, substitute other
Securities for any Purchased Securities. Such substitution shall be made by transfer
to Buyer of such other Securities and transfer to Seller of such Purchased Securities.
After substitution, the substituted Securities shall be deemed to be Purchased
Securities.






	 	(b)	 	In Transactions in which Seller retains custody of Purchased Securities, the
parties expressly agree that Buyer shall be deemed, for purposes of subparagraph (a) of
this Paragraph, to have agreed to and accepted in this Agreement substitution by Seller
of other Securities for Purchased Securities; provided, however, that such other
Securities shall have a Market Value at least equal to the Market Value of the
Purchased Securities for which they are substituted.






	10	 	Representations






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




	11	 	Events of Default






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




	 	(a)	 	The Buyer may, at its option (which option shall be deemed to have been
exercised immediately upon the occurrence of an Act of Insolvency), declare an Event of
Default to have occurred hereunder and, upon the exercise or deemed exercise of such
option, the Repurchase Date for each Transaction hereunder shall, if it has not already
occurred, be deemed immediately to occur (except that, in the event that the Purchase
Date for any Transaction has not yet occurred as of the date of such exercise or deemed
exercise, such Transaction shall be deemed immediately canceled). The Buyer shall
(except upon the occurrence of an Act of Insolvency) give notice to the Seller of the
exercise of such option as promptly as practicable.






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






	 	(c)	 	In all Transactions in which the Seller is acting as Buyer, upon tender by the
Buyer of payment of the aggregate Repurchase Prices for all such Transactions, all
right, title and interest in and entitlement to all Securities subject to such
Transactions shall be deemed transferred to the Buyer, and the Seller shall deliver all
such Purchased Securities to the Buyer.






	 	(d)	 	If the Buyer exercises or is deemed to have exercised the option referred to in
subparagraph (a) of this Paragraph, the Buyer, without prior notice to the Seller, may:






	 	(i)	 	as to Transactions in which the Seller is acting as
Seller, (A) immediately sell, in a recognized market (or otherwise in a
commercially reasonable manner) at such price or prices as the Buyer may
reasonably deem satisfactory, any or all Purchased Securities subject to
such Transactions and apply the proceeds thereof to the aggregate unpaid
Repurchase Prices and any other amounts owing by the Seller hereunder or
(B) in its sole discretion elect, in lieu of selling all or a portion of
such Purchased Securities, to give the Seller credit for such Purchased
Securities in an amount equal to the price therefor on such date, obtained
from a generally recognized source or the most recent closing bid quotation
from such a source, against the aggregate unpaid Repurchase Prices and any
other amounts owing by the Seller hereunder; and






	 	(ii)	 	as to Transactions in which the Seller is acting as
Buyer, (A) immediately purchase, in a recognized market (or otherwise in a
commercially reasonable manner) at such price or prices as the Buyer may
reasonably deem satisfactory, securities (“Replacement Securities”) of the
same class and amount as any Securities that are not delivered by the Seller
to the Buyer as required hereunder or (B) in its sole discretion elect, in
lieu of purchasing Replacement Securities, to be deemed to have purchased
Replacement Securities at the price therefor on such date, obtained from a
generally recognized source or the most recent closing offer quotation from
such a source.






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




	 	(e)	 	As to Transactions in which the Seller is acting as Buyer, the Seller shall be
liable to the Buyer for any excess of the price paid (or deemed paid) by the Buyer for
Replacement Securities over the Repurchase Price for the Securities replaced thereby
and for any amounts payable by the Seller under Paragraph 5 hereof or otherwise
hereunder.






	 	(f)	 	For purposes of this Paragraph 11, the Repurchase Price for each Transaction
hereunder in respect of which the Seller is acting as Buyer shall not increase above
the amount of such Repurchase Price for such Transaction determined as of the date of
the exercise or deemed exercise by the Buyer of the option referred to in subparagraph
(a) of this Paragraph.






	 	(g)	 	The Seller shall be liable to the Buyer for (i) the amount of all reasonable
legal or other expenses incurred by the Buyer in connection with or as a result of an
Event of Default, (ii) damages in an amount equal to the cost (including all fees,
expenses and commissions) of entering into replacement transactions and entering into
or terminating hedge transactions in connection with or as a result of an Event of
Default, and (iii) any other loss, damage, cost or expense directly arising or
resulting from the occurrence of an Event of Default in respect of a Transaction.






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






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






	12	 	Single Agreement






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




	13	 	Notices and Other Communications






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




	14	 	Entire Agreement; Severability






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




	15	 	Non-assignability; Termination






	 	(a)	 	The rights and obligations of the parties under this Agreement and under any
Transaction shall not be assigned by either party without the prior written consent of
the other party, and any such assignment without the prior written consent of the other
party shall be null and void. Subject to the foregoing, this Agreement and any
Transactions shall be binding upon and shall inure to the benefit of the parties and
their respective successors and assigns. This Agreement may be terminated by either
party upon giving written notice to the other, except that this Agreement shall,
notwithstanding such notice, remain applicable to any Transactions then outstanding.






	 	(b)	 	Subparagraph (a) of this Paragraph 15 shall not preclude a party from
assigning, charging or otherwise dealing with all or any part of its interest in any
sum payable to it under Paragraph 11 hereof.






	16	 	Governing Law






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




	17	 	No Waivers, Etc.






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




	18	 	Use of Employee Plan Assets






	 	(a)	 	If assets of an employee benefit plan subject to any provision of the Employee
Retirement Income Security Act of 1974 (“ERISA”) are intended to be used by either
party hereto (the “Plan Party”) in a Transaction, the Plan Party shall so notify the
other party prior to the Transaction. The Plan Party shall represent in writing to the
other party that the Transaction does not constitute a prohibited transaction under
ERISA or is otherwise exempt therefrom, and the other party may proceed in reliance
thereon but shall not be required so to proceed.






	 	(b)	 	Subject to the last sentence of subparagraph (a) of this Paragraph, any such
Transaction shall proceed only if Seller furnishes or has furnished to Buyer its most
recent available audited statement of its financial condition and its most recent
subsequent unaudited statement of its financial condition.






	 	(c)	 	By entering into a Transaction pursuant to this Paragraph, Seller shall be
deemed (i) to represent to Buyer that since the date of Seller’s latest such financial
statements, there has been no material adverse change in Seller’s financial condition
which Seller has not disclosed to Buyer, and (ii) to agree to provide Buyer with future
audited and unaudited statements of its financial condition as they are issued, so long
as it is the Seller in any outstanding Transaction involving a Plan Party.






	19	 	Intent






	 	(a)	 	The parties recognize that each Transaction is a “repurchase agreement” as that
term is defined in Section 101 of Title 11 of the United States Code, as amended
(except insofar as the type of Securities subject to such Transaction or the term of
such Transaction would render such definition inapplicable), and a “securities
contract” as that term is defined in Section 741 of Title 11 of the United States Code,
as amended (except insofar as the type of Securities subject to such Transaction would
render such definition inapplicable).






	 	(b)	 	It is understood that either party’s right to liquidate Securities delivered to
it in connection with Transactions hereunder or to exercise any other remedies pursuant
to Paragraph 11 hereof is a contractual right to liquidate such Transaction as
described in Sections 555 and 559 of Title 11 of the United States Code, as amended.






	 	(c)	 	The parties agree and acknowledge that if a party hereto is an “insured
depository institution,” as such term is defined in the Federal Deposit Insurance Act,
as amended (“FDIA”), then each Transaction hereunder is a “qualified financial
contract,” as that term is defined in FDIA and any rules, orders or policy statements
thereunder (except insofar as the type of Securities subject to such Transaction would
render such definition inapplicable).






	 	(d)	 	It is understood that this Agreement constitutes a “netting contract” as
defined in and subject to Title IV of the Federal Deposit Insurance Corporation
Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation
under any Transaction hereunder shall constitute a “covered contractual payment
entitlement” or “covered contractual payment obligation”, respectively, as defined in
and subject to FDICIA (except insofar as one or both of the parties is not a “financial
institution” as that term is defined in FDICIA).






	20	 	Disclosure Relating to Certain Federal Protections






The parties acknowledge that they have been advised that:




	 	(a)	 	in the case of Transactions in which one of the parties is a broker or dealer
registered with the Securities and Exchange Commission (“SEC”) under Section 15 of the
Securities Exchange Act of 1934 (“1934 Act”), the Securities Investor Protection
Corporation has taken the position that the provisions of the Securities Investor
Protection Act of 1970 (“SIPA”) do not protect the other party with respect to any
Transaction hereunder;






	 	(b)	 	in the case of Transactions in which one of the parties is a government
securities broker or a government securities dealer registered with the SEC under
Section 15C of the 1934 Act, SIPA will not provide protection to the other party with
respect to any Transaction hereunder; and






	 	(c)	 	in the case of Transactions in which one of the parties is a financial
institution, funds held by the financial institution pursuant to the Transaction
hereunder are not a deposit and therefore are not insured by the Federal Deposit
Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.





1




[signatures on following page]




	 
	BUYER:

	WILMINGTON TRUST COMPANY, as agent for Cedric

	By: /s/ Dorri Costello

	 

	Name: Dorri Costello

Title: Financial Services Officer









2






	 	 	 
	SELLER:

	 	

	TABERNA LOAN HOLDINGS I, L.L.C.

	
 
	 	By: Taberna Realty Finance Trust, its managing member

By: /s/ James Sebra
	
 
	 	 
	
 
	 	Name: James Sebra

Title: Chief Accounting Officer






3




Annex I




Supplemental Terms and Conditions




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



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



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




	1.	 	DEFINITIONS.






	 	(a)	 	The following definitions are hereby added to the Master Repurchase Agreement,
which shall be used for all purposes in the Master Repurchase Agreement and this
Annex.






	 	(i)	 	“Accrual Period” shall mean, (i) initially, the
period of time commencing on the Purchase Date and ending on the first
Payment Date thereafter, and (ii) thereafter, each period commencing on the
last day of the preceding Accrual Period and ending on the earlier of the
Repurchase Date or the next succeeding Payment Date.






	 	(ii)	 	“Adjusted Purchase Price” shall mean $24,500,000,
the price at which Purchased Assets are transferred by Seller to Buyer on
the Purchase Date.






	 	(iii)	 	“Affiliate” shall mean, with respect to any
Person, any “affiliate” of such Person, as such term is defined in the
Bankruptcy Code.






	 	(iv)	 	“Affiliate Repurchase Agreement” shall mean that
certain Master Repurchase Agreement, dated as of the date hereof, between
RAIT CRE Holdings, LLC as seller and Wilmington Trust Company, as agent for
Cedric LLC, as buyer.






	 	(v)	 	“Agency Agreement” shall mean that certain Agency
Agreement, dated as of the date hereof, between Buyer and Cedric.






	 	(vi)	 	“Aggregate Purchase Price” shall mean an amount
equal to the sum of (i) the Purchase Price and (ii) the “Purchase Price” as
defined in the Affiliate Repurchase Agreement.






	 	(vii)	 	“Amortizing Assets” shall mean each of the
Purchased Assets other than the Interest-Only Assets.






	 	(viii)	 	“Applicable Law” shall mean, for any Person or Property of such
Person, all existing and future applicable laws, rules, regulations
(including proposed, temporary and final income tax regulations), statutes,
treaties, codes, ordinances, permits, certificates, orders and licenses of
and interpretations by any Governmental Authority (including, without
limitation, usury laws), and applicable judgments, decrees, injunctions,
writs, awards or orders of any court, arbitrator or other administrative,
judicial or quasi-judicial tribunal or agency of competent jurisdiction.






	 	(ix)	 	“Bankruptcy Code” shall mean the United States
Bankruptcy Code of 1978, as amended from time to time.






	 	(x)	 	“BSARM 2005-09 3-Month Average Severity” shall
mean the then-current “3 Month Average (Cumulative) Loss Severity”, as
disclosed on the most-recent Certificateholder Distribution Summary prepared
by the then-current Master Servicer in connection with the BSARM 2005-09
Securitization Transaction.






	 	(xi)	 	“BSARM 2005-09 Cumulative Actual Losses” shall
mean the total cumulative realized losses for all collateral groups within
the BSARM 2005-09 Securitization Transaction, as set forth in the
then-current related trustee’s report.






	 	(xii)	 	“BSARM 2005-09 Delinquent Amount” shall mean the
aggregate cumulative dollar amount of all loans in the BSARM 2005-09
Securitization Transaction that are either delinquent least thirty (30)
days, or in bankruptcy, as set forth in the then-current related trustee’s
report.






	 	(xiii)	 	“BSARM 2005-09 Forecasted Losses” shall mean an amount equal to
the then-current BSARM 2005-09 Loss Factor multiplied by the then-current
BSARM 2005-09 Delinquent Amount.






	 	(xiv)	 	“BSARM 2005-09 Loss Factor” shall mean the
greater of fifty percent (50%) and the then-current BSARM 2005-09 3-Month
Average Severity.






	 	(xv)	 	“BSARM 2005-09 Performance Amount” shall mean the
excess, if any, of the sum of the BSARM 2005-09 Cumulative Actual Losses
plus the BSARM 2005-09 Forecasted Losses over the BSARM 2005-09 Permitted
Scheduled Losses, less the portion of any previous Performance Amount
payments made pursuant to Paragraph 4(c) which are allocable to the
BSARM 2005-09 Securitization Transaction.






	 	(xvi)	 	“BSARM 2005-09 Permitted Scheduled Losses”
shall, on the date of each determination thereof, the applicable amount set
forth on Schedule D hereof.






	 	(xvii)	 	“BSARM 2005-09 Securitization Transaction” shall mean the
securitization transaction described in the Sale and Servicing Agreement
dated as of September 29, 2005, between and among STRUCTURED ASSET MORTGAGE
INVESTMENTS II INC., as Depositor, BEAR STEARNS ARM TRUST 2005-9, as Issuer,
U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee, WELLS FARGO BANK,
N.A., as Master Servicer and Securities Administrator, and EMC MORTGAGE
CORPORATION, as Seller and Company.






	 	(xviii)	 	“BSARM 2005-7 3-Month Average Severity” shall mean the
then-current “3 Month Average (Cumulative) Loss Severity”, as disclosed on
the most-recent Certificateholder Distribution Summary prepared by the
then-current Master Servicer in connection with the BSARM 2005-07
Securitization Transaction.






	 	(xix)	 	“BSARM 2005-7 Cumulative Actual Losses” shall
mean the total cumulative realized losses for all collateral groups within
the BSARM 2005-7 Securitization Transaction, as set forth in the
then-current related trustee’s report.






	 	(xx)	 	“BSARM 2005-7 Delinquent Amount” shall mean the
aggregate cumulative dollar amount of all loans in the BSARM 2005-7
Securitization Transaction that are either delinquent least thirty (30)
days, or in bankruptcy, as set forth in the then-current related trustee’s
report.






	 	(xxi)	 	“BSARM 2005-7 Forecasted Losses” shall mean an
amount equal to the then-current BSARM 2005-7 Loss Factor multiplied by the
then-current BSARM 2005-7 Delinquent Amount.






	 	(xxii)	 	“BSARM 2005-7 Loss Factor” shall mean the greater of fifty percent
(50%) and the then-current BSARM 2005-7 3-Month Average Severity.






	 	(xxiii)	 	“BSARM 2005-7 Performance Amount” shall mean the excess, if any,
of the sum of the BSARM 2005-7 Cumulative Actual Losses plus the BSARM
2005-7 Forecasted Losses over the BSARM 2005-7 Permitted Scheduled Losses,
less the portion of any previous Performance Amount payments made pursuant
to Paragraph 4(c) which are allocable to the BSARM 2005-7
Securitization Transaction.






	 	(xxiv)	 	“BSARM 2005-7 Permitted Scheduled Losses” shall mean, on the date
of each determination thereof, the applicable amount set forth on
Schedule D hereof.






	 	(xxv)	 	“BSARM 2005-7 Securitization Transaction” shall
mean the securitization transaction described in the Sale and Servicing
Agreement, dated as of July 29, 2005, between and among STRUCTURED ASSET
MORTGAGE INVESTMENTS II INC., as Depositor, BEAR STEARNS ARM TRUST 2005-7,
as Issuer, U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee, WELLS FARGO
BANK, N.A., as Master Servicer and Securities Administrator, and EMC
MORTGAGE CORPORATION, as Seller and Company.






	 	(xxvi)	 	“Business Day” shall mean any day excluding Saturday, Sunday, any
day on which banks located in the State of New York or the State of Delaware
are authorized or permitted to close for business and any day on which the
New York Stock Exchange is closed.






	 	(xxvii)	 	“Buyer” shall mean Wilmington Trust Company, as agent for Cedric.






	 	(xxviii)	 	“Cash Equivalents” shall be determined in accordance with GAAP,
except that such term shall exclude all investment securities other than
those issued or fully guaranteed or insured by the United States Government
or any agency thereof.






	 	(xxix)	 	“Cedric” shall mean Cedric LLC, a Delaware limited liability
company.






	 	(xxx)	 	“CMLTI 05-11 3-Month Average Severity” shall
mean the then-current “3 Month Average (Cumulative) Loss Severity”, as
disclosed on the most-recent Certificateholder Distribution Summary prepared
by the then-current Master Servicer in connection with the CMLTI 05-11
Securitization Transaction.






	 	(xxxi)	 	“CMLTI 05-11 Cumulative Actual Losses” shall mean the total
cumulative realized losses for all collateral groups within the CMLTI 05-11
Securitization Transaction, as set forth in the then-current related
trustee’s report.






	 	(xxxii)	 	“CMLTI 05-11 Delinquent Amount” shall mean the aggregate
cumulative dollar amount of all loans in the CMLTI 05-11 Securitization
Transaction that are either delinquent least thirty (30) days, or in
bankruptcy, as set forth in the then-current related trustee’s report.






	 	(xxxiii)	 	“CMLTI 05-11 Forecasted Losses” shall mean an amount equal to
the then-current CMLTI 05-11 Loss Factor multiplied by the then-current
CMLTI 05-11 Delinquent Amount.






	 	(xxxiv)	 	“CMLTI 05-11 Loss Factor” shall mean the greater of fifty percent
(50%) and the then-current CMLTI 05-11 3-Month Average Severity.






	 	(xxxv)	 	“CMLTI 05-11 Permitted Scheduled Losses” shall mean, on the date
of each determination thereof, the applicable amount set forth on
Schedule D hereof.






	 	(xxxvi)	 	“CMLTI 05-11 Performance Amount” shall mean the excess, if any,
of the sum of the CMLTI 05-11 Cumulative Actual Losses plus the CMLTI 05-11
Forecasted Losses over the CMLTI 05-11 Permitted Scheduled Losses, less the
portion of any previous Performance Amount payments made pursuant to
Paragraph 4(c) which are allocable to the CMLTI 05-11 Securitization
Transaction.






	 	(xxxvii)	 	“CMLTI 05-11 Securitization Transaction” shall mean the
securitization transaction described in the Master Servicing Agreement,
dated as of December 29, 2005, between and among CITIGROUP MORTGAGE LOAN
TRUST INC., as Depositor, U.S. BANK NATIONAL ASSOCIATION, as Indenture
Trustee, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Master Servicer and
Securities Administrator.






	 	(xxxviii)	 	“Code” shall mean the Internal Revenue Code of 1986, as amended
from time to time.






	 	(xxxix)	 	“Collateral” shall have the meaning set forth in Paragraph
6 of this Repurchase Agreement.






	 	(xl)	 	“Commitment Fee” shall have the meaning set forth
in the Purchase Confirmation.






	 	(xli)	 	“Default” shall mean any event which, with the
giving of notice or the lapse of time or both, would constitute an Event of
Default.






	 	(xlii)	 	“Direction Letter” shall mean, for any Purchased Asset, an
irrevocable direction letter, in the form attached as Exhibit D to this
Repurchase Agreement, instructing the recipient to pay with respect to such
Purchased Asset, all amounts payable under such Purchased Asset as directed
by Buyer.






	 	(xliii)	 	“Effective Tangible Net Worth” shall mean, as to any Person, its
Tangible Assets minus its Senior Liabilities.






	 	(xliv)	 	“Event of Default” shall have the meaning given in Paragraph
11 of this Repurchase Agreement.






	 	(xlv)	 	“Exchange Act Reports” shall mean reports filed
by RAIT Financial Trust with the Securities and Exchange Commission pursuant
to the Securities Exchange act of 1934, as amended, or any rules thereunder.






	 	(xlvi)	 	“GAAP” shall mean generally accepted accounting principles as in
effect from time to time in the United States.






	 	(xlvii)	 	“Governmental Authority” shall mean any nation or government, any
state or other political subdivision thereof, any central bank (or similar
monetary or regulatory authority) thereof, any body or entity exercising
executive, legislative, judicial, regulatory or administrative functions of
or pertaining to government and any court or arbitrator, and any accounting
board or authority (whether or not a part of government) which is
responsible for the establishment or interpretation of national or
international accounting principles, in each case whether foreign or
domestic, or other governmental authority having jurisdiction over Seller or
Buyer, as applicable, or any of their respective businesses, operations or
properties.






	 	(xlviii)	 	“Guarantee Agreement” shall mean that certain Parent Guarantee
Agreement dated as of the date hereof between Buyer and Parent Guarantors.






	 	(xlix)	 	“Indebtedness” shall mean, with respect to Buyer and Seller, any
obligation (whether present, future, contingent or otherwise, as principal
or surety or otherwise) in respect of borrowed money or relating to the
payment or delivery of funds, securities or other property (including,
without limitation, collateral), other than indebtedness in respect of any
trade debt, bank deposits received in the ordinary course of business.






	 	(l)	 	“Indemnified Amounts” shall have the meaning set
forth in Section 7(a) of this Annex I.






	 	(li)	 	“Indemnified Parties” shall have the meaning set
forth in Section 7(a) of this Annex I.






	 	(lii)	 	“Intangible Assets” shall mean, as to any
Person, at any time, all goodwill, organizational expenses, research and
development expenses, trademarks, trade names, copyrights, patents, patent
applications, licenses and right in any thereof and other similar intangible
assets of such Person, as defined and determined in accordance with GAAP.






	 	(liii)	 	“Interest-Only Assets” shall mean each of the Purchased Assets
described on the attached Schedule B hereto.






	 	(liv)	 	“Lien” shall mean any mortgage, pledge,
hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory
or other), preference, priority or other security agreement of any kind or
nature whatsoever (including, without limitation, any conditional sale or
other title retention agreement, any financing or similar statement or
notice filed under the UCC or any other similar recording or notice statute,
and any lease having substantially the same effect as any of the foregoing).






	 	(lv)	 	“Liquidity Balance” shall mean the sum of cash
and Cash Equivalents held by RAIT Financial Trust and its consolidated
subsidiaries.






	 	(lvi)	 	“Material Adverse Effect” shall mean a material
adverse effect on (a) the Property, business, operations, or financial
condition of Seller, (b) the ability of Seller to perform its obligations
under this Repurchase Agreement or any other Purchase Document to which it
is a party, (c) the validity or enforceability of this Repurchase Agreement
or any other Purchase Document, (d) the rights and remedies of Buyer under
this Repurchase Agreement or any other Purchase Document, or (e) the timely
payment of any amounts payable under this Repurchase Agreement or any other
Purchase Document. Notwithstanding the foregoing, in no event shall the
occurrence of either a Minimum Liquidity Event or a RAIT Management Fee
Event, in and of themselves, constitute a Material Adverse Effect, but a
Material Adverse Effect, triggered by other events, can occur for other
reasons at any time after the occurrence of either a Minimum Liquidity Event
or a RAIT Management Fee Event.






	 	(lvii)	 	“Mandatory Monthly Payment Amount” shall mean for any Payment
Date, an amount, not less than zero, equal to $916,667 minus the Purchased
Asset Income Payment Amount for such Payment Date, provided,
however, all payments have been received in a timely manner under the
Affiliate Repurchase Agreement.  Notwithstanding the foregoing, on any
Payment Date when any amounts then due and owing under the Affiliate
Repurchase Agreement, have not been paid in full on a timely basis, the term
 “Mandatory Monthly Payment Amount” shall mean for any such Payment Date, an
amount, not less than zero, equal to $1,250,000 minus the Purchased Asset
Income Payment  Amount for such Payment Date.






	 	(lviii)	 	“Minimum Financing Cost” shall initially mean an amount equal to
$3,075,000, as subsequently reduced by the amount of any cash applied to pay
the Price Differential under Paragraph 5 hereof; provided
that the Minimum Financing Cost shall not be less than $0.






	 	(lix)	 	“Minimum Liquidity Event” shall occur if, for
any fiscal quarter, the average Liquidity Balance for the four most recent
fiscal quarters is less than 40% of the Aggregate Purchase Price.






	 	(lx)	 	“MLMI 2005-A9 3-Month Average Severity” shall
mean the then-current “3 Month Average (Cumulative) Loss Severity”, as
disclosed on the most-recent Certificateholder Distribution Summary prepared
by the then-current Master Servicer in connection with the MLMI 2005-A9
Securitization Transaction.






	 	(lxi)	 	“MLMI 2005-A9 Cumulative Actual Losses” shall
mean the total cumulative realized losses for all collateral groups within
the MLMI 2005-A9 Securitization Transaction, as set forth in the
then-current related trustee’s report.






	 	(lxii)	 	“MLMI 2005-A9 Delinquent Amount” shall mean the aggregate
cumulative dollar amount of all loans in the MLMI 2005-A9 Securitization
Transaction that are either delinquent least thirty (30) days, or in
bankruptcy, as set forth in the then-current related trustee’s report.






	 	(lxiii)	 	“MLMI 2005-A9 Forecasted Losses” shall mean an amount equal to
the then-current MLMI 2005-A9 Loss Factor multiplied by the then-current
MLMI 2005-A9 Delinquent Amount.






	 	(lxiv)	 	“MLMI 2005-A9 Loss Factor” shall mean the greater of fifty percent
(50%) and the then-current MLMI 2005-A9 3-Month Average Severity.






	 	(lxv)	 	“MLMI 2005-A9 Performance Amount” shall mean the
excess, if any, of the sum of the MLMI 2005-A9 Cumulative Actual Losses plus
the MLMI 2005-A9 Forecasted Losses over the MLMI 2005-A9 Permitted Scheduled
Losses, less the portion of any previous Performance Amount payments made
pursuant to Paragraph 4(c) which are allocable to the MLMI 2005-A9
Securitization Transaction.






	 	(lxvi)	 	“MLMI 2005-A9 Permitted Scheduled Losses” shall mean, on the date
of each determination thereof, the applicable amount set forth on
Schedule D hereof.






	 	(lxvii)	 	“MLMI 2005-A9 Securitization Transaction” shall mean the
securitization transaction described in the Sale and Servicing Agreement,
dated as of December 22, 2005, between and among MERRILL LYNCH MORTGAGE
INVESTORS, INC., as Depositor, MERRILL LYNCH MORTGAGE INVESTORS TRUST,
SERIES 2005-A9, as Issuer, WACHOVIA BANK, NATIONAL ASSOCIATION, as Indenture
Trustee, WELLS FARGO BANK, N.A., as Master Servicer and Securities
Administrator, and TABERNA REALTY HOLDINGS TRUST, as Seller.






	 	(lxviii)	 	“Net Worth Event” shall occur if RAIT Financial Trust fails to
maintain an Effective Tangible Net Worth of at least $400,000,000 as of the
end of any fiscal quarter






	 	(lxix)	 	“Obligor” shall mean, with respect to any Purchased Asset, the
Person or Persons obligated to make payments thereunder, including any
guarantor thereof.






	 	(lxx)	 	“Operative Documents” shall have the meaning
given in Section 2(i) of this Annex I.






	 	(lxxi)	 	“Parent Guarantors” shall mean (a) RAIT Financial Trust and
(b) Taberna Realty Finance Trust.






	 	(lxxii)	 	“Payment Date” shall mean, (a) initially, September 30, 2008 and
(b) thereafter, the last Business Day of each month; provided that
if there is a delay in the receipt of any Income during a particular month,
the Buyer may extend, in its sole discretion, the applicable Payment Date
for a time period not to exceed three additional Business Days.






	 	(lxxiii)	 	“Performance Amount” shall mean the aggregate sum of the
then-current (i) CMLTI 05-11 Performance Amount, (ii) BSARM 2005-7
Performance Amount, (iii) BSARM 2005-09 Performance Amount, and (iv) MLMI
2005-A9 Performance Amount






	 	(lxxiv)	 	“Periodic Price Differential Payment” shall have the meaning
given in Section 2(b) of this Annex I.






	 	(lxxv)	 	“Permitted Liens” shall mean any of the following as to which no
enforcement, collection, execution, levy or foreclosure proceeding shall
have been commenced: (a) Liens for state, municipal or other local taxes if
such taxes shall not at the time be due and payable, (b) Liens imposed by
law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s
Liens and other similar Liens, arising in the ordinary course of business,
securing obligations that are not overdue for a period of more than thirty
(30) days, (c) Liens granted pursuant to or by this Repurchase Agreement, or
(d) Liens created by or through Buyer.






	 	(lxxvi)	 	“Person” shall mean an individual, partnership, firm, corporation
(including a business trust), limited liability company, joint stock
company, trust, unincorporated association, sole proprietorship, joint
venture, government (or any agency or political subdivision or
instrumentality thereof) or other entity.






	 	(lxxvii)	 	“Post-Default Rate” shall, mean in respect of any amount under
this Repurchase Agreement which is not paid when due to any Secured Party at
the stated Repurchase Date or otherwise when due, a rate per annum
determined on a 360-day per year basis during the period from and including
the due date to but excluding the date on which such amount is paid in full
equal to the Pricing Rate plus 700 basis points.






	 	(lxxviii)	 	“Property” shall mean any right or interest in or to property
of any kind whatsoever, whether real, personal or mixed, and whether
tangible or intangible.






	 	(lxxix)	 	“Purchase Confirmation” shall mean the irrevocable written
purchase confirmation, substantially in the form of the attached Exhibit
A.






	 	(lxxx)	 	“Purchase Documents” shall mean this Repurchase Agreement, the
Parent Guarantee, the Warrant Agreements, the UCC financing statement(s)
filed pursuant to the terms of this Repurchase Agreement and any additional
document the execution of which is necessary or incidental to carrying out
the terms of the foregoing documents.






	 	(lxxxi)	 	“Purchased Asset Income Payment Amount” shall mean, for any
Payment Date, an amount equal to seventy percent (70%) of all principal
payments generated by the Amortizing Assets and, for the purposes of
Paragraph 5(b) only, eighty percent (80%) of all Income generated by
the Interest Only Assets, in each case, received during the Accrual Period
ending on such Payment Date; provided, that if a Minimum Liquidity
Event or a RAIT Management Fee Event has occurred and is continuing, or if
any payment due under the Affiliate Repurchase Agreement has not been made
on a timely basis, the Purchased Asset Income Payment Amount shall mean, for
any succeeding Payment Date, an amount equal to 100% of all Income with
respect to all Purchased Assets and Collateral.






	 	(lxxxii)	 	“Purchased Assets” shall mean each of the assets described on
the attached Schedule A hereto.






	 	(lxxxiii)	 	“Quarterly Amortization Amount” shall have the meaning set
forth in Paragraph 4(b) of this Repurchase Agreement.






	 	(lxxxiv)	 	“RAIT Management Fee Event” shall occur if, for any fiscal
quarter, the aggregate RAIT Management Fees actually received by the Parent
Guarantors during such quarter are less than $1,750,000.






	 	(lxxxv)	 	“RAIT Management Fees” shall mean all fees and other income
received by any Parent Guarantor in connection with the management of the
following CDOs: (i) Taberna Preferred Funding I, Ltd., (ii) Taberna
Preferred Funding II, Ltd., (iii) Taberna Preferred Funding III, Ltd., (iv)
Taberna Preferred Funding IV, Ltd., (v) Taberna Preferred Funding V, Ltd.,
(vi) Taberna Preferred Funding VI, Ltd., (vii) Taberna Preferred Funding
VII, Ltd., (viii) Taberna Preferred Funding VIII, Ltd., (ix) Taberna
Preferred Funding IX, Ltd., (x) Taberna Europe CDO I, P.L.C., (xi) Taberna
Europe CDO II, P.L.C., (xii) RAIT CRE CDO I, Ltd. and (xiii) RAIT CRE CDO
II, Ltd.






	 	(LXXXVI)	 	“REIT” shall mean real estate investment trust, as defined in
Section 856(a) of the Code.






	 	(lxxxvii)	 	“REIT Status” shall mean with respect to any Person, such
Person’s status as a real estate investment trust, as defined in Section
856(a) of the Code, that satisfies the conditions and limitations set forth
in Section 856(b) and 856(c) of the Code.






	 	(lxxxviii)	 	“Required Delivery Date” shall have the meaning set forth in
Paragraph 7 of this Repurchase Agreement.






	 	(lxxxix)	 	“Responsible Officer” shall mean, with respect to any Person,
the chief executive officer, chief financial officer, chief accounting
officer, the treasurer or chief operating officer of such Person, any duly
authorized officer of such Person with direct responsibility for the
administration of this Repurchase Agreement and also, with respect to a
particular matter, any other duly authorized officer to whom such matter is
referred because of such officer’s knowledge of and familiarity with the
particular subject.






	 	(xc)	 	“Secured Party” or “Secured Parties”
shall mean Buyer, and all assignees and participants of Buyer.






	 	(xci)	 	“Securitization Transaction Documents” shall
mean the transaction documents for (i) BSARM 2005-09 Securitization
Transaction, (ii) BSARM 2005-07 Securitization Transaction, (iii) CMLTI
05-11 Securitization Transaction, and (iv) MLMI 2005-A9 Securitization
Transaction.






	 	(xcii)	 	“Seller” shall mean Taberna Loan Holdings I, L.L.C.






	 	(xciii)	 	“Seller Deliverables” shall have the meaning set forth in
Paragraph 7 of this Repurchase Agreement.






	 	(xciv)	 	“Senior Liabilities” shall mean the sum of total liabilities,
including Capital Lease Obligations and all reserves for deferred taxes and
other deferred items appearing on the liabilities side of a balance sheet,
determined in accordance with GAAP.






	 	(xcv)	 	“Specified Transaction” means any transaction
(including an agreement with respect thereto) (i) in the case of Buyer,
between Buyer or its Affiliates and Seller, and (ii) in the case of Seller,
between Seller and any other person or entity, including, without
limitation, Buyer and its Affiliates, that is a rate-swap transaction, swap
option, basis swap, forward-rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond
option, interest rate option, foreign exchange transaction, commodity
transaction, credit derivative transaction, repurchase or reverse repurchase
transaction, forward bond purchase transaction, buy/sell-back transaction,
securities lending transaction, exchange-traded futures transaction, prime
brokerage or margin lending transaction, cap transaction, floor transaction,
collar transaction, currency swap transaction, currency option or securities
contract, repo transaction, stock lending transaction or any other similar
transaction (including, without limitation, any option with respect to any
of these transactions) or any combination of any of the foregoing
transactions.






	 	(xcvi)	 	“Tangible Assets” shall mean for any Person, Total Assets
exclusive of Intangible Assets.






	 	(xcvii)	 	“Total Assets” shall mean as to any Person, at any time, all
assets of such Person, as defined and determined in accordance with GAAP.






	 	(xcviii)	 	“Taxes” shall mean any present or future taxes, levies, imposts,
duties, charges, assessments, deductions, withholdings or fees of any nature
and all liabilities (including interest, penalties, and additions thereto)
that are imposed, levied, collected, withheld or assessed by any
Governmental Authority, without duplication.






	 	(xcix)	 	“UCC” shall mean the Uniform Commercial Code as in effect on the
date hereof in the State of New York; provided that if by reason of
mandatory provisions of law, the perfection or the effect of perfection or
non-perfection of the security interest in the Purchased Assets or the
priority of the security interest in the Purchased Assets are governed by
the Uniform Commercial Code as in effect in a jurisdiction other than the
State of New York, “UCC” shall mean the Uniform Commercial Code as in effect
in such other jurisdiction for purposes of the provisions hereof relating to
such perfection, effect of perfection or non-perfection or priority.






	 	(c)	 	“Warrant Agreements” shall mean (a) that certain
Warrant Agreement, dated as of the date hereof, made by RAIT Financial Trust
in favor of Cedric, and (b) that certain Warrant Issuance Agreement, dated
as of the date hereof, between RAIT Financial Trust and Cedric.






	 	(b)	 	The following definitions set forth in the Master Repurchase Agreement are
hereby deleted in their entirety and replaced with the following definitions, which
shall be used for all purposes in the Master Repurchase Agreement and this Annex
I.






	 	(i)	 	“Act of Insolvency” shall mean, with respect to
any party, (i) the commencement by such party as debtor of any case or
proceeding under any bankruptcy, insolvency, reorganization, liquidation,
moratorium, dissolution, delinquency or similar law, or such party seeking
the appointment or election of a receiver, conservator, trustee, custodian
or similar official for such party or any substantial part of its property,
or the convening of any meeting of creditors for purposes of commencing any
such case or proceeding or seeking such an appointment or election, (ii) the
commencement of any such case or proceeding against such party, or another
seeking such an appointment or election, or the filing against a party of an
application for a protective decree under the provisions of the Securities
Investor Protection Act of 1970, which (A) is consented to or not timely
contested by such party, (B) results in the entry of an order for relief,
such an appointment or election, the issuance of such a protective decree or
the entry of an order having a similar effect, or (C) is not dismissed
within sixty (60) days, (iii) the making by such party of a general
assignment for the benefit of creditors, or (iv) the admission in writing by
such party of such party’s inability to pay such party’s debts as they
become due.






	 	(ii)	 	“Income” shall mean, with respect to any
Purchased Asset, or any other Collateral at any time, any principal thereof
and all interest, dividends or other distributions thereon.






	 	(iii)	 	“Pricing Rate” shall mean, at any date of
determination, a rate per annum equal to 1300 basis points (13.0%).






	 	(iv)	 	“Purchase Price” shall initially mean an amount
equal to $25,425,000, as subsequently reduced by the amount of any cash
applied to reduce the Purchase Price (but not the Price Differential)
pursuant to Paragraphs 4 and 5 hereof.






	 	(v)	 	“Repurchase Date” shall mean, with respect to the
Purchased Assets, the 24th Payment Date following the date of
this Repurchase Agreement, or any earlier Payment Date that Seller designate
as the Repurchase Date; provided that Seller shall have notified
Buyer at least 5 days prior to such Payment Date.






	 	(vi)	 	“Repurchase Price” shall mean the price at which
Purchased Assets are to be transferred from Buyer to Seller on the
Repurchase Date, which will be equal the sum of (i) the Purchase Price, (ii)
the Minimum Financing Cost, if any, and (iii) the accrued and unpaid Price
Differential as of the Repurchase Date.






	2.	 	MODIFICATIONS TO MASTER REPURCHASE AGREEMENT.






	 	(a)	 	Paragraph 1 of the Master Repurchase Agreement is hereby deleted in its
entirety and the following is substituted therefor:






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




	 	(b)	 	Paragraph 3 of the Master Repurchase Agreement is hereby deleted in its
entirety and the following is substituted therefor:






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




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




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




	 	(c)	 	Paragraph 4 of the Master Repurchase Agreement is hereby deleted in its
entirety and the following is substituted therefor:






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




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




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




	 	(d)	 	Paragraph 5 of the Master Repurchase Agreement is hereby deleted in its
entirety and the following is substituted therefor:






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




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




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




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




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




	 	(e)	 	Paragraph 6 of the Master Repurchase Agreement is hereby deleted in its
entirety and the following is substituted therefor:






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




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




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




	 	(f)	 	Paragraph 7 of the Master Repurchase Agreement is hereby amended by
inserting the following after the existing paragraph:






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




	 	(g)	 	Paragraph 8 of the Master Repurchase Agreement is hereby deleted in its
entirety.






	 	(h)	 	Paragraph 9 of the Master Repurchase agreement is hereby deleted in its
entirety.






	 	(i)	 	Paragraph 10 of the Master Repurchase Agreement is hereby amended by
inserting the following after the existing paragraph:






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




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




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




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




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




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




(vi) Reports and Deliveries.




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




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




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




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




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




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




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




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




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




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




(ix) Limitations on Liens.




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




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




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




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




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




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




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




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




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




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




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




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




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




(xxii) Real Estate Investment Trust.




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




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




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




	 	(j)	 	Paragraph 11 of the Master Repurchase Agreement is hereby deleted in
its entirety and the following is substituted therefor:






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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




	 	(k)	 	Paragraph 15 of the Master Repurchase Agreement is hereby deleted in
its entirety and the following is substituted therefor:






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




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




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




	3.	 	FURTHER ASSURANCES. Seller shall promptly provide such further assurances or
agreements as Buyer may reasonably request in order to effect the purposes of this Repurchase
Agreement. In addition, Seller agrees, at Buyer’s request, to take all actions reasonably
necessary to restructure the terms of this Repurchase Agreement.






	4.	 	COUNTERPARTS. This Repurchase Agreement may be executed in any number of
counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument.






	5.	 	REMEDIES; WAIVER.






	 	(i)	 	Upon the occurrence of an Event of Default, the Secured
Parties shall have, with respect to the security interest in the Purchased
Assets granted pursuant to Paragraph 6 of this Repurchase Agreement,
and in addition to all other rights and remedies available to Buyer and the
Secured Parties under this Repurchase Agreement or other Applicable Law, all
rights and remedies of a secured party upon default under the UCC.






	 	(ii)	 	Seller agrees, to the full extent that it may lawfully so
agree, that neither it nor anyone claiming through or under it will set up,
claim or seek to take advantage of any appraisement, valuation, stay,
extension or redemption law now or hereafter in force in any locality where
any of the Purchased Assets may be situated in order to prevent, hinder or
delay the enforcement or foreclosure of this Repurchase Agreement, or the
absolute sale of the Purchased Assets or any part thereof, or the final and
absolute putting into possession thereof, immediately after such sale, of
buyers thereof, and Seller, for itself and all who may at any time claim
through or under it, hereby waives, to the full extent that it may be lawful
so to do, the benefit of all such laws and any and all right to have any of
the Properties or assets constituting the Purchased Assets marshaled upon
any such sale, and agrees that Buyer or any court having jurisdiction to
foreclose the security interests granted in this Repurchase Agreement may
sell the Purchased Assets as an entirety or in such parcels as Buyer or such
court may determine.






	 	(iii)	 	No failure on the part of Buyer or a Secured Party to
exercise, and no delay in exercising, any right or remedy hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right or remedy hereunder preclude any further exercise thereof or the
exercise of any other right. The rights and remedies herein provided are
cumulative and not exclusive of any rights and remedies provided by law.






	6.	 	TAXES.






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




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




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




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




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




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




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




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




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




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




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




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




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




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




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




	7.	 	INDEMNIFICATION.






	 	(a)	 	Without limiting any other rights that any such Person may have hereunder or
under Applicable Law, Seller hereby agrees to indemnify and hold harmless, Buyer, the
Secured Parties and each of their respective assigns and officers, directors,
shareholders, owners, members, partners, attorneys, Affiliates, employees and agents
thereof (collectively, the “Indemnified Parties”), forthwith on demand, from
and against any and all damages, losses, claims, liabilities and related documented
costs and expenses, including attorneys’ fees and disbursements (all of the foregoing
being collectively referred to as the “Indemnified Amounts”) awarded against or
incurred by such Indemnified Party or any of them arising out of or as a result of this
Repurchase Agreement or the security interest in the Collateral granted to Buyer or the
ownership of an interest in the Purchased Assets or in respect of the Purchased Asset
or any commitment to purchase the Purchased Assets, except to the extent such claim,
damage, loss, liability, cost, or expense is found in a final, non appealable judgment
by a court of competent jurisdiction to have resulted from such Indemnified Party’s
gross negligence or willful misconduct. Without limiting the generality of the
foregoing, Seller agrees to hold any Indemnified Party harmless from and indemnify such
Indemnified Party against any and all damages, losses, claims, liabilities and related
documented costs and expenses (including attorneys’ fees) with respect to the Purchased
Assets or any Collateral relating to or arising out of any environmental condition or
any violation or alleged violation of any law, rule or regulation, except to the extent
such claim, damage, loss, liability, cost, or expense is found in a final, non
appealable judgment by a court of competent jurisdiction to have resulted from such
Indemnified Party’s gross negligence or willful misconduct. If Seller has made any
indemnity payment pursuant to this Section 7 and such payment fully indemnified
the recipient thereof and the recipient thereafter collects any payments from others in
respect of such Indemnified Amounts, then, the recipient shall repay to Seller an
amount equal to the amount it has collected from others in respect of such indemnified
amounts. Without limiting the foregoing, Seller agrees to hold any Indemnified Party
harmless from and indemnify such Indemnified Party against all Indemnified Amounts with
respect to or resulting from:






	 	(1)	 	any representation or warranty made or deemed made by Seller or
any of their respective officers under or in connection with this Repurchase
Agreement that shall have been false or incorrect in any material respect when
made or deemed made or delivered;






	 	(2)	 	the failure by Seller to comply with any term, provision or
covenant contained in this Repurchase Agreement or any agreement executed in
connection therewith beyond any applicable notice and cure periods, or with any
Applicable Law or with respect to the Purchased Assets, or the nonconformity of
the Purchased Assets with any such Applicable Law;






	 	(3)	 	the failure to vest and maintain vested in Buyer an undivided
ownership interest or perfected security interest in the Purchased Assets,
together with all Income, free and clear of any Lien (other than Permitted
Liens), whether existing at the time of the Transaction or at any time
thereafter;






	 	(4)	 	the failure to file, or any delay in filing, financing
statements, continuation statements or other similar instruments or documents
under the UCC of any applicable jurisdiction or other Applicable Laws with
respect to the Purchased Assets, whether at the time of the Transaction or at
any subsequent time;






	 	(5)	 	any dispute, claim, offset or defense (other than the discharge
in bankruptcy of the Obligor) of the Obligor to the payment with respect to the
Purchased Assets (including, without limitation, a defense based on the
Purchased Assets not being a legal, valid and binding obligation of such
Obligor enforceable against it in accordance with its terms), or any other
claim resulting from the sale of the merchandise or services related to the
Purchased Assets or the furnishing or failure to furnish such merchandise or
services;






	 	(6)	 	any failure of Seller to perform its duties or obligations in
accordance with the provisions of this Repurchase Agreement or any failure by
Seller or any Affiliate of Seller to perform their respective duties under the
Purchased Assets;






	 	(7)	 	the failure of Seller to remit (or cause the appropriate party
to remit) any Income due hereunder to Buyer pursuant to this Repurchase
Agreement on or before the date such Income is required to be transferred
directly to Buyer (whether by the exercise of setoff rights or otherwise);






	 	(8)	 	any inability to obtain any judgment in, or utilize the court
or other adjudication system of, any state in which an Obligor may be located
as a result of the failure of Seller to qualify to do business or file any
notice or business activity report or any similar report;






	 	(9)	 	any action taken by Seller in the enforcement, collection or
foreclosure of the Purchased Assets;






	 	(10)	 	any products liability claim or personal injury or property
damage suit or other similar or related claim or action of whatever sort
arising out of or in connection with the Purchased Assets or services that are
the subject of the Purchased Assets;






	 	(11)	 	any claim, suit or action of any kind or nature whatsoever, in
respect of the Purchased Assets, arising out of or in connection with
Environmental Laws, including any vicarious liability;






	 	(12)	 	the failure by Seller to pay when due any Taxes for which
Seller is liable, including, without limitation, sales, excise or personal
property taxes payable in connection with the Purchased Assets;






	 	(13)	 	any repayment by Buyer or a Secured Party of any amount
previously distributed in payment of the Repurchase Price of the Purchased
Assets, payment of Price Differential or any other amount due hereunder, in
each case which amount Buyer or a Secured Party believes in good faith is
required to be repaid;






	 	(14)	 	the commingling by Seller or any of its Affiliates of Income on
the Purchased Assets at any time with other funds;






	 	(15)	 	any investigation, litigation or proceeding related to this
Repurchase Agreement or the use of proceeds of the Transaction or the security
interest in the Purchased Assets;






	 	(16)	 	the use of the proceeds of the Transaction in a manner other
than as provided in this Repurchase Agreement;






	 	(17)	 	the Purchased Assets treated as or represented as satisfying
the criteria set forth in this Repurchase Agreement for purchase hereunder, at
the applicable time, does not satisfy the foregoing criteria; or






	 	(18)	 	the exercise by any Obligor of any rights of setoff against
Seller or any of its Affiliates or the exercise of any rights by an Obligor
that impacts, impairs, reduces or diminishes any Income or any Purchased Asset.






	 	(b)	 	In the case of an investigation, litigation or other proceeding to which the
indemnity in Section 7(a) applies, such indemnity shall be effective whether or
not such investigation, litigation or proceeding is brought by Seller, its directors,
shareholders or creditors or an Indemnified Party or any other Person or any
Indemnified Party otherwise a party thereto. Seller agrees not to assert any claim
against any Indemnified Party, or any of their respective directors, officers,
employees, attorneys, agents, and advisers, on any theory of liability, for special,
indirect, consequential, or punitive damages arising out of or otherwise relating to
this Repurchase Agreement, any of the transactions contemplated herein or the actual or
proposed use of the proceeds of the Transaction. In any suit, proceeding or action
brought by an Indemnified Party in connection with the Purchased Assets for any sum
owing thereunder, or to enforce any provisions of the Purchased Assets, Seller will
save, indemnify and hold such Indemnified Party harmless from and against all expense,
loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or
reduction or liability whatsoever of the account debtor or obligor thereunder, arising
out of a breach by Seller of any obligation thereunder or arising out of any other
agreement, Indebtedness or liability at any time owing to or in favor of such account
debtor or Obligor or its successors from Seller. Seller also agrees to reimburse an
Indemnified Party as and when billed by such Indemnified Party for all the Indemnified
Party’s costs and expenses incurred in connection with the enforcement or the
preservation of Buyer’s rights under this Repurchase Agreement or any transaction
contemplated hereby or thereby, including, without limitation, the fees and
disbursements of its counsel.






	 	(c)	 	Seller shall, whether or not the Transaction contemplated hereby is
consummated, promptly: (i) pay as when billed by Buyer, all reasonable out-of-pocket
costs and expenses of any Indemnified Party in connection with the enforcement of this
Repurchase Agreement and the enforcement of any amendment, waiver or consent relating
hereto or thereto and the documents and instruments referred to herein and therein (and
the amount of such costs and expenses shall, until paid, bear interest at the Pricing
Rate (or at the Post-Default Rate, at any time the Post-Default Rate is applicable to
the Transaction)); (ii) pay and hold the Indemnified Parties harmless from and against
any and all present and future stamp, documentary, issue, sales and use, value added,
property and other similar Taxes with respect to the matters described in foregoing
clause (i) and hold the Indemnified Parties harmless from and against any and
all liabilities with respect to or resulting from any delay or omission to pay such
Taxes; and (iii) indemnify each Indemnified Party from and hold each of them harmless
against any and all Indemnified Amounts incurred by any of them as a result of, or
arising out of, or in any way related to, or by reason of, the entering into and/or
performance of this Repurchase Agreement or the use of the proceeds of the Transaction
hereunder or the consummation of any transactions contemplated herein.






	 	(d)	 	Without prejudice to the survival of any other agreement of Seller hereunder,
the agreements and obligations of Seller contained in this Section 7 shall
survive the repayment of all amounts owing to Buyer by Seller under this Repurchase
Agreement and the termination of the commitment of Buyer hereunder.






	 	(e)	 	Indemnification under this Section 7 shall be in an amount necessary to
make the Indemnified Party whole after taking into account any tax consequences to the
Indemnified Party of the receipt of the indemnity provided hereunder, including the
effect of such Tax or refund on the amount of Tax measured by net income or profits
that is or was payable by the Indemnified Party.






	 	(f)	 	Without limiting the rights and remedies of the Buyer under the Purchase
Documents, Seller shall pay the Buyer’s documented out of pocket costs and expenses,
including, without limitation, expenses of accountants and external counsel, incurred
in connection with the preparation, negotiation, execution and consummation of, and any
amendment, supplement or modification to, the Purchase Documents and the Transaction
thereunder. Seller agrees to pay the Buyer on demand all costs and expenses (including
expenses actually incurred to external counsel for legal services of every kind) of any
subsequent enforcement of any of the provisions hereof, or of the performance by the
Buyer of any obligations of Seller in respect of the Purchased Assets and the
Collateral, or any actual or attempted sale, or any exchange, enforcement, collection,
compromise or settlement in respect of any of the Purchased Assets and/or the
Collateral and for the custody, care or preservation of the Purchased Assets and the
Collateral (including insurance costs) and defending or asserting rights and claims of
Buyer in respect thereof, by litigation or otherwise. In addition, Seller agrees to
pay the Buyer on demand all documented costs and expenses (including expenses for legal
services actually incurred to external counsel) incurred in connection with registering
the Purchased Assets in the name of the Buyer or its nominee. All such expenses shall
be recourse obligations of Seller to the Buyer under this Repurchase Agreement.






	8.	 	NOTICES. With respect to any notices, statements, demands or other communications
delivered to Buyer by Seller pursuant to this Repurchase Agreement, Seller shall deliver a
copy of any such notice, statement, demand or other communication to Buyer at the address
specified in Annex II hereto.






	9.	 	JURISDICTION; WAIVER OF JURY TRIAL.






	 	(a)	 	EACH OF THE PARTIES HERETO HEREBY AGREES TO THE NON–EXCLUSIVE JURISDICTION OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK. EACH OF THE
PARTIES HERETO AND EACH SECURED PARTY HEREBY WAIVES ANY OBJECTION BASED ON FORUM NON
CONVENIENS AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY OF THE
AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS
IS DEEMED APPROPRIATE BY SUCH COURT.






	 	(b)	 	TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTIES HERETO HEREBY
WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING
IN CONTRACT, TORT, OR OTHERWISE BETWEEN THE PARTIES HERETO, ARISING OUT OF, CONNECTED
WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION
WITH THIS REPURCHASE AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY
SUCH DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.






	10.	 	AMENDMENTS AND WAIVERS. No amendment, waiver or other modification of any provision
of this Repurchase Agreement shall be effective without the written agreement of Seller and
Buyer. Any waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given. Any provision of this Repurchase Agreement may be waived by
Buyer; provided, that no failure or delay on the part of Buyer in exercising any right, power
or privilege hereunder or under any other Purchase Document and no course of dealing with
respect to any right, power or privilege hereunder or under any other Purchase Document shall
operate as a waiver thereof; nor shall any single or partial exercise of any right, power or
privilege hereunder or under any other Purchase Document preclude any other or further
exercise thereof or the exercise of any other right, power or privilege hereunder or
thereunder. The rights, powers and remedies herein or in any other Purchase Document
expressly provided are cumulative and not exclusive of any rights, powers or remedies which
Buyer would otherwise have. No notice to or demand on Seller in any case shall entitle Seller
to any other or further notice or demand in similar or other circumstances or constitute a
waiver of the rights of Buyer to any other or further action in any circumstances without
notice or demand. An Event of Default under this Repurchase Agreement shall be deemed to be
continuing unless subsequently cured by Seller or expressly waived by Buyer in writing.






	11.	 	RIGHT OF SET-OFF. In addition to any rights now or hereafter granted under
applicable law or otherwise, and not by way of limitation of such rights, Seller hereby grants
to Buyer and its Affiliates a right of offset, to secure repayment of all amounts owing to
Buyer and its Affiliates by Seller under the Purchase Documents, upon any and all monies,
securities, collateral or other Property of Seller and the proceeds therefrom, now or
hereafter held or received by Buyer or its Affiliates or any entity under the control of Buyer
or its Affiliates and their respective successors and assigns (including, without limitation,
branches and agencies of Buyer or its Affiliates wherever located), for the account of Seller,
whether for safekeeping, custody, pledge, transmission, collection, or otherwise, and also
upon any and all deposits (general or specified) and credits of Seller at any time existing.
Buyer and its Affiliates are hereby authorized at any time and from time to time upon the
occurrence and during the continuance of an Event of Default, without notice to Seller, to
offset, appropriate, apply and enforce such right of offset against any and all items
hereinabove referred to against any amounts owing to Buyer or its Affiliates by Seller under
the Purchase Documents, irrespective of whether either of Buyer or its Affiliates shall have
made any demand hereunder and although such amounts, or any of them, shall be contingent or
unmatured and regardless of any other collateral securing such amounts. Seller shall be
deemed directly indebted to Buyer and its Affiliates in the full amount of all amounts owing
to Buyer and its Affiliates by Seller under the Purchase Documents, and Buyer and its
Affiliates shall be entitled to exercise the rights of offset provided for above. ANY AND ALL
RIGHTS TO REQUIRE BUYER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO
ANY OTHER COLLATERAL THAT SECURES THE AMOUNTS OWING TO BUYER OR ITS AFFILIATES BY SELLER UNDER
THE PURCHASE DOCUMENTS, PRIOR TO EXERCISING ITS RIGHT OF OFFSET WITH RESPECT TO SUCH MONIES,
SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF SELLER, ARE HEREBY KNOWINGLY,
VOLUNTARILY AND IRREVOCABLY WAIVED BY SELLER. Seller, on its behalf and expressly on behalf
of all of its present and future Affiliates, hereby waives any right of setoff it may have or
to which it may be entitled under this Repurchase Agreement from time to time against Buyer or
its Affiliates or their assets.






	12.	 	RECOURSE. Notwithstanding anything contained in this Repurchase Agreement to the
contrary, (a) Buyer shall not take any action without the express written instruction of
Cedric and (b) Seller and Cedric agree that Seller’s only recourse shall be against Cedric and
not Buyer.






	13.	 	AGENCY AGREEMENT. Seller acknowledges and agrees and consents to the entry to the
Agency Agreement by the parties thereto. Pursuant to the terms of the Agency Agreement,
Cedric shall retain control over the actions of Buyer in regards to this Repurchase Agreement
and all transactions hereunder.





4




Schedule A




Purchased Assets




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bloomberg Deal	 	 	 	 	 	Current Face	 	Current Notional	 	 	 	 	 	 	 	 
	Name
	 	Bond Name	 	Amount1	 	Amount2	 	CUSIP	 	ISIN
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BSARM 2005-7
	 	 	B-1	 	 	$	17,402,239	 	 	 	 	 	 	 	07387ADA0	 	 	US07387ADA07
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-2	 	 	$	4,718,848	 	 	 	 	 	 	 	07387ADB8	 	 	US07387ADB89
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-3	 	 	$	2,949,280	 	 	 	 	 	 	 	07387ADC6	 	 	US07387ADC62
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-4	 	 	$	2,949,280	 	 	 	 	 	 	 	07387ADD4	 	 	US07387ADD46
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-5	 	 	$	2,064,992	 	 	 	 	 	 	 	07387ADE2	 	 	US07387ADE29
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-6	 	 	$	705,605	 	 	 	 	 	 	 	07387ADF9	 	 	US07387ADF93
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	X	 	 	 	 	 	 	$	363,789,739	 	 	 	07387ACZ6	 	 	US07387ACZ66
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BSARM 2005-9
	 	 	B-1	 	 	$	24,035,537	 	 	 	 	 	 	 	07387AEK7	 	 	US07387AEK79
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-2	 	 	$	7,825,178	 	 	 	 	 	 	 	07387AEL5	 	 	US07387AEL52
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-3	 	 	$	4,472,097	 	 	 	 	 	 	 	07387AEM3	 	 	US07387AEM36
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-4	 	 	$	5,031,109	 	 	 	 	 	 	 	07387AEN1	 	 	US07387AEN19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-5	 	 	$	3,913,085	 	 	 	 	 	 	 	07387AEP6	 	 	US07387AEP66
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-6	 	 	$	1,631,223	 	 	 	 	 	 	 	07387AEQ4	 	 	US07387AEQ40
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	X	 	 	 	 	 	 	$	784,865,930	 	 	 	07387AEJ0	 	 	US07387AEJ07
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CMLTI 2005-11
	 	 	M	 	 	$	6,396,774	 	 	 	 	 	 	 	17307GX37	 	 	US17307GX371
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-1	 	 	$	12,415,403	 	 	 	 	 	 	 	17307GX45	 	 	US17307GX454
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-2	 	 	$	4,514,962	 	 	 	 	 	 	 	17307GX52	 	 	US17307GX520
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-3	 	 	$	3,010,305	 	 	 	 	 	 	 	17307GX60	 	 	US17307GX603
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-4	 	 	$	1,504,657	 	 	 	 	 	 	 	17307GX78	 	 	US17307GX785
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-5	 	 	$	1,504,657	 	 	 	 	 	 	 	17307GX86	 	 	US17307GX868
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-6	 	 	$	1,155,889	 	 	 	 	 	 	 	17307GX94	 	 	US17307GX942
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	X	 	 	 	 	 	 	$	523,002,186	 	 	 	17307GX29	 	 	US17307GX298
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MLMI 2005-A9
	 	 	M-1	 	 	$	16,147,606	 	 	 	 	 	 	 	59020UW92	 	 	US59020UW927
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	M-2	 	 	$	7,381,336	 	 	 	 	 	 	 	59020UX26	 	 	US59020UX263
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	M-3	 	 	$	4,613,460	 	 	 	 	 	 	 	59020UX34	 	 	US59020UX347
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	1-A-2	 	 	$	1,192,289.30	 	 	 	 	 	 	 	59020UV85	 	 	US59020UV853
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	3-A-2	 	 	$	4,330,324.96	 	 	 	 	 	 	 	59020UW35	 	 	US59020UW356
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	4-A-2	 	 	$	3,824,406	 	 	 	 	 	 	 	59020UW50	 	 	US59020UW505
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	5-A-2	 	 	$	2,231,214.40	 	 	 	 	 	 	 	59020UW76	 	 	US59020UW760
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-1	 	 	$	3,690,171	 	 	 	 	 	 	 	59020UX42	 	 	US59020UX420
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-2	 	 	$	3,229,521	 	 	 	 	 	 	 	59020UX59	 	 	US59020UX594
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-3	 	 	$	1,669,868	 	 	 	 	 	 	 	59020UX67	 	 	US59020UX677
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bear Stearns Am Trust 2005-7 Certificate No. 1
Percentage Interest: 100%

	 

	Bear Stearns Am Trust 2005-9 Certificate No. 1
Percentage Interest: 100%

	 

	Citigroup Mortgage Loan Trust 2005-11 Certificate No. 1
Percentage Interest: 100%

	 

	Merrill Lynch Mortgage Investors Trust 2005-A9 Certificate No. 1
Percentage Interest: 100%

	 







5




Schedule B




Interest-Only Assets




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bloomberg Deal	 	 	 	 	 	 	 	 	 	Current Notional	 	 	 	 
	Name	 	Bond Name	 	Current Face Amount	 	Amount	 	CUSIP	 	ISIN
	BSARM 2005-7
	 	 	X	 	 	 	 	 	 	$	363,789,739	 	 	 	07387ACZ6	 	 	US07387ACZ66
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BSARM 2005-9
	 	 	X	 	 	 	 	 	 	$	784,865,930	 	 	 	07387AEJ0	 	 	US07387AEJ07
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CMLTI 2005-11
	 	 	X	 	 	 	 	 	 	$	523,002,186	 	 	 	17307GX29	 	 	US17307GX298
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






6




Schedule C




[RESERVED]




7




Schedule D




Permitted Scheduled Losses




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date

	 	BSARM 05-7
	 	BSARM 05-9
	 	CMLTI 05-11
	 	MLMI 05-A9

	
 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	9/17/2008

	 	$	8,579,866	 	 	$	10,104,691	 	 	$	7,000,256	 	 	$	15,455,477	 
	9/25/2008

	 	$	8,579,866	 	 	$	10,104,691	 	 	$	7,000,256	 	 	$	15,455,477	 
	10/25/2008

	 	$	8,579,866	 	 	$	10,104,691	 	 	$	7,000,256	 	 	$	15,455,477	 
	11/25/2008

	 	$	9,579,866	 	 	$	11,104,691	 	 	$	7,500,256	 	 	$	17,205,477	 
	12/25/2008

	 	$	9,579,866	 	 	$	11,104,691	 	 	$	7,500,256	 	 	$	17,205,477	 
	1/25/2009

	 	$	9,579,866	 	 	$	11,104,691	 	 	$	7,500,256	 	 	$	17,205,477	 
	2/25/2009

	 	$	10,579,866	 	 	$	12,104,691	 	 	$	8,250,256	 	 	$	18,955,477	 
	3/25/2009

	 	$	10,579,866	 	 	$	12,104,691	 	 	$	8,250,256	 	 	$	18,955,477	 
	4/25/2009

	 	$	10,579,866	 	 	$	12,104,691	 	 	$	8,250,256	 	 	$	18,955,477	 
	5/25/2009

	 	$	11,579,866	 	 	$	12,854,691	 	 	$	9,000,256	 	 	$	20,705,477	 
	6/25/2009

	 	$	11,579,866	 	 	$	12,854,691	 	 	$	9,000,256	 	 	$	20,705,477	 
	7/25/2009

	 	$	11,579,866	 	 	$	12,854,691	 	 	$	9,000,256	 	 	$	20,705,477	 
	8/25/2009

	 	$	11,579,866	 	 	$	13,604,691	 	 	$	10,000,256	 	 	$	22,455,477	 
	9/25/2009

	 	$	11,579,866	 	 	$	13,604,691	 	 	$	10,000,256	 	 	$	22,455,477	 
	10/25/2009

	 	$	11,579,866	 	 	$	13,604,691	 	 	$	10,000,256	 	 	$	22,455,477	 
	11/25/2009

	 	$	11,579,866	 	 	$	13,604,691	 	 	$	10,000,256	 	 	$	22,455,477	 
	12/25/2009

	 	$	11,579,866	 	 	$	13,604,691	 	 	$	10,000,256	 	 	$	22,455,477	 
	1/25/2010

	 	$	11,579,866	 	 	$	13,604,691	 	 	$	10,000,256	 	 	$	22,455,477	 
	2/25/2010

	 	$	11,579,866	 	 	$	13,604,691	 	 	$	10,000,256	 	 	$	22,455,477	 
	3/25/2010

	 	$	11,579,866	 	 	$	13,604,691	 	 	$	10,000,256	 	 	$	22,455,477	 
	4/25/2010

	 	$	11,579,866	 	 	$	13,604,691	 	 	$	10,000,256	 	 	$	22,455,477	 
	5/25/2010

	 	$	11,579,866	 	 	$	13,604,691	 	 	$	10,000,256	 	 	$	22,455,477	 
	6/25/2010

	 	$	11,579,866	 	 	$	13,604,691	 	 	$	10,000,256	 	 	$	22,455,477	 
	7/25/2010

	 	$	11,579,866	 	 	$	13,604,691	 	 	$	10,000,256	 	 	$	22,455,477	 
	8/25/2010

	 	$	11,579,866	 	 	$	13,604,691	 	 	$	10,000,256	 	 	$	22,455,477	 






8




Schedule E




Existing Indebtedness




None.



9




EXHIBIT A




FORM OF AMENDED AND RESTATED

PURCHASE CONFIRMATION




Ladies and Gentlemen:



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



	 	 	 	 	 
	Purchase Date:
	 	as of September 24, 2008
	Purchased Assets:
	 	Each of the assets described on the attached Schedule A hereto.
	Purchase Price:
	 	$	25,425,000	 
	Adjusted Purchase Price:
	 	$	24,500,000	 
	Repurchase Date:
	 	The 24th Payment Date following the date of the Repurchase
	 
	 	Agreement
	Pricing Rate:
	 	The Pricing Rate
	Commitment Fee:
	 	$	253,909.09	 






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




Delivered to Seller as of September 29, 2008




WILMINGTON TRUST COMPANY,


as agent for Cedric LLC




By:     

Name:

Title:




Returned to Buyer as of September 29, 2008



AGREED AND ACKNOWLEDGED:



TABERNA LOAN HOLDINGS I, L.L.C.




	 	 	By:     






Name:


Title:




	 	1	 	Values as of August 25, 2008.






	 	2	 	Values as of August 25, 2008.




10









Schedule A to 

Amended and Restated

Purchase Confirmation




Schedule A




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Current Notional	 	 	 	 
	Bloomberg Deal Name	 	Bond Name	 	Current Face Amount	 	Amount	 	CUSIP	 	ISIN
	BSARM 2005-7
	 	 	B-1	 	 	$	17,402,239	 	 	 	 	 	 	 	07387ADA0	 	 	US07387ADA07
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-2	 	 	$	4,718,848	 	 	 	 	 	 	 	07387ADB8	 	 	US07387ADB89
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-3	 	 	$	2,949,280	 	 	 	 	 	 	 	07387ADC6	 	 	US07387ADC62
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-4	 	 	$	2,949,280	 	 	 	 	 	 	 	07387ADD4	 	 	US07387ADD46
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-5	 	 	$	2,064,992	 	 	 	 	 	 	 	07387ADE2	 	 	US07387ADE29
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-6	 	 	$	705,605	 	 	 	 	 	 	 	07387ADF9	 	 	US07387ADF93
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	X	 	 	 	 	 	 	$	363,789,739	 	 	 	07387ACZ6	 	 	US07387ACZ66
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BSARM 2005-9
	 	 	B-1	 	 	$	24,035,537	 	 	 	 	 	 	 	07387AEK7	 	 	US07387AEK79
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-2	 	 	$	7,825,178	 	 	 	 	 	 	 	07387AEL5	 	 	US07387AEL52
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-3	 	 	$	4,472,097	 	 	 	 	 	 	 	07387AEM3	 	 	US07387AEM36
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-4	 	 	$	5,031,109	 	 	 	 	 	 	 	07387AEN1	 	 	US07387AEN19
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-5	 	 	$	3,913,085	 	 	 	 	 	 	 	07387AEP6	 	 	US07387AEP66
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-6	 	 	$	1,631,223	 	 	 	 	 	 	 	07387AEQ4	 	 	US07387AEQ40
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	X	 	 	 	 	 	 	$	784,865,930	 	 	 	07387AEJ0	 	 	US07387AEJ07
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CMLTI 2005-11
	 	 	M	 	 	$	6,396,774	 	 	 	 	 	 	 	17307GX37	 	 	US17307GX371
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-1	 	 	$	12,415,403	 	 	 	 	 	 	 	17307GX45	 	 	US17307GX454
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-2	 	 	$	4,514,962	 	 	 	 	 	 	 	17307GX52	 	 	US17307GX520
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-3	 	 	$	3,010,305	 	 	 	 	 	 	 	17307GX60	 	 	US17307GX603
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-4	 	 	$	1,504,657	 	 	 	 	 	 	 	17307GX78	 	 	US17307GX785
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-5	 	 	$	1,504,657	 	 	 	 	 	 	 	17307GX86	 	 	US17307GX868
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-6	 	 	$	1,155,889	 	 	 	 	 	 	 	17307GX94	 	 	US17307GX942
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	X	 	 	 	 	 	 	$	523,002,186	 	 	 	17307GX29	 	 	US17307GX298
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	MLMI 2005-A9
	 	 	M-1	 	 	$	16,147,606	 	 	 	 	 	 	 	59020UW92	 	 	US59020UW927
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	M-2	 	 	$	7,381,336	 	 	 	 	 	 	 	59020UX26	 	 	US59020UX263
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	M-3	 	 	$	4,613,460	 	 	 	 	 	 	 	59020UX34	 	 	US59020UX347
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	1-A-2	 	 	$	1,192,289.30	 	 	 	 	 	 	 	59020UV85	 	 	US59020UV853
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	3-A-2	 	 	$	4,330,324.96	 	 	 	 	 	 	 	59020UW35	 	 	US59020UW356
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	4-A-2	 	 	$	3,824,406	 	 	 	 	 	 	 	59020UW50	 	 	US59020UW505
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	5-A-2	 	 	$	2,231,214.40	 	 	 	 	 	 	 	59020UW76	 	 	US59020UW760
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-1	 	 	$	3,690,171	 	 	 	 	 	 	 	59020UX42	 	 	US59020UX420
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-2	 	 	$	3,229,521	 	 	 	 	 	 	 	59020UX59	 	 	US59020UX594
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	B-3	 	 	$	1,669,868	 	 	 	 	 	 	 	59020UX67	 	 	US59020UX677
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






11




	 
	Bear Stearns Am Trust 2005-7 Certificate No. 1

Percentage Interest: 100%

	 

	Bear Stearns Am Trust 2005-9 Certificate No. 1

Percentage Interest: 100%

	 

	Citigroup Mortgage Loan Trust 2005-11 Certificate No. 1

Percentage Interest: 100%

	 

	Merrill Lynch Mortgage Investors Trust 2005-A9 Certificate No. 1

Percentage Interest: 100%

	 







12




EXHIBIT B




REPRESENTATIONS AND WARRANTIES




REGARDING THE PURCHASED ASSETS





	1.	 	The Purchased Assets consists of pass-through certificates representing a beneficial
ownership interest in one or more real estate mortgage investment conduits consisting of one
or more first lien mortgage loans secured by commercial and/or multifamily properties.






	2.	 	Seller has full right, power and authority to (i) sell and assign the Purchased Assets and
(ii) grant a security interest in the Collateral, and the Purchased Assets and other
Collateral have not been cancelled, satisfied or rescinded in whole or part nor has any
instrument been executed that would effect a cancellation, satisfaction or rescission thereof.






	3.	 	Seller has delivered to Buyer or its designee evidence of re-registration of the Purchased
Assets to the securities intermediary in Buyer’s name on behalf of Buyer.






	4.	 	As of the date of its issuance, the Purchased Assets complied in all material respects with,
or was exempt from, all requirements of federal, state or local law relating to the issuance
thereof including, without limitation, any registration requirements of the Securities Act of
1933, as amended.






	5.	 	Seller has not received written notice of any outstanding liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind
for which the holder of any of the Purchased Assets are or may become obligated.





13




EXHIBIT C




FORM OF SECTION 6 CERTIFICATE




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




	 	1.	 	It is a      natural individual person,      treated as a
corporation for U.S. federal income tax purposes,      disregarded for federal
income tax purposes (in which case a copy of this Section 6 Certificate is
attached in respect of its sole beneficial owner), or      treated as a
partnership for U.S. federal income tax purposes (one must be checked).






	 	2.	 	It is the beneficial owner of amounts received pursuant to the
Repurchase Agreement.






	 	3.	 	It is not a bank, as such term is used in section 881(c)(3)(A)
of the Internal Revenue Code of 1986, as amended (the “Code”),
or the Repurchase Agreement is not, with respect to the undersigned, a
loan agreement entered into in the ordinary course of its trade or business,
within the meaning of such section.






	 	4.	 	It is not a 10-percent shareholder of Seller within the meaning
of section 871(h)(3) or 881(c)(3)(B) of the Code.






	 	5.	 	It is not a controlled foreign corporation that is related to
Seller within the meaning of section 881(c)(3)(C) of the Code.






	 	6.	 	Amounts paid to it under the Repurchase Agreement are not
effectively connected with its conduct of a trade or business in the United
States.






	 	 	 	[NAME
OF UNDERSIGNED]






	 	 	 	By:
     






	 	 	 	Title:      





Date:      ,      



14




EXHIBIT D




FORM OF DIRECTION LETTER




TABERNA LOAN HOLDINGS I, LLC




2929 ARCH STREET




17th FLOOR




PHILADELPHIA, PA 19104




DIRECTION LETTER




AS OF ___________, 2008




Ladies and Gentlemen:



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



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



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



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



Wilmington Trust Company



ABA 031100092



Acct Name: Cedric Account



Acct. # 089951-001



Attn: Dorri, x6194



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



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



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




	 	 	 	Very
truly yours,






	 	 	 	TABERNA LOAN HOLDINGS I, LLC






	 	 	 	By:
Taberna Realty Finance Trust, its sole
member






	 	 	 	By:






Name:




Title:




Date:      , 2008




	 	 	Agreed and accepted this      






day of      , 2008




	 	 	[indenture trustee]






	 	 	By:






Name:




Title:



15




ANNEX II




Names and Addresses for Communications Between Parties




WILMINGTON TRUST COMPANY



1100 NORTH MARKET STREET



WILMINGTON, DELAWARE 19890-1600



ATTENTION: CORPORATE TRUST ADMINISTRATOR/CEDRIC



with a copy to:



CEDRIC LLC



C/O ANGELO GORDON & CO.



245 PARK AVENUE



NEW YORK, NEW YORK 10167



ATTENTION: MR. DAVID ROBERTS



TABERNA LOAN HOLDINGS I, LLC



2929 ARCH STREET



17th FLOOR



PHILADELPHIA, PA 19104



Tel: (215) 243-9033



Fax: (215) 243-9064



ATTENTION: CHIEF LEGAL OFFICER



with a copy to:



LEDGEWOOD



1900 MARKET ST., SUITE 750



PHILADELPHIA, PA 19103



TEL: 215.731.9450



FAX: 215.735.2513



ATTENTION: LISA A. ERNST




16