Dated
      as
      of December 23, 2004

     

    Between:

     

    Anthracite
      Funding, LLC, Seller

     

    and

     

    Deutsche
      Bank AG, Cayman Islands Branch, Buyer

     

    	1.  	
            Applicability

          


     

    From
      time
      to time the parties hereto may enter into transactions in which one party
      (“Seller”) agrees to transfer to the other (“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 Security 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);

          


     

    
      
         

      

      
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    	(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.

          


     

    
      
         

      

      
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    	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 Purchased 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 Purchased Securities (including CUSIP number, if
              any),
              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 Purchased 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).

          


     

    
      
         

      

      
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    	(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 such 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 a 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 a 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.

     

    
      
         

      

      
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    	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 Purchased 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.

    
      
         

      

      
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                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. §403.4(e) if Seller is a government securities
                broker or dealer other than a financial institution.

               

              ** Language
                to be used under 17 C.F.R. §403.5(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.

     

    
      
         

      

      
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    	11.  	
            Events
              of Default

          


     

    In
      the
      event that (i) Seller fails to transfer or Buyer fails to purchase Purchased
      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
              nondefaulting party 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 nondefaulting party shall (except upon the occurrence
              of an
              Act of Insolvency) give notice to the defaulting party of the exercise
              of
              such option as promptly as practicable.

          


     

    	(b)  	
            In
              all Transactions in which the defaulting party is acting as Seller,
              if the
              nondefaulting party exercises or is deemed to have exercised the option
              referred to in subparagraph (a) of this Paragraph, (i) the defaulting
              party’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 nondefaulting
              party and applied to the aggregate unpaid Repurchase Prices and any
              other
              amounts owing by the defaulting party hereunder, and (iii) the defaulting
              party shall immediately deliver to the nondefaulting party any Purchased
              Securities subject to such Transactions then in the defaulting party’s
              possession or control.

          


     

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

          


     

    
      
         

      

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

          


     

    	(i)  	
            as
              to Transactions in which the defaulting party 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 nondefaulting party
              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 defaulting party
              hereunder or (B) in its sole discretion elect, in lieu of selling all
              or a
              portion of such Purchased Securities, to give the defaulting party
              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 defaulting party
              hereunder; and

          


     

    	(ii)  	
            as
              to Transactions in which the defaulting party 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
              nondefaulting party may reasonably deem satisfactory, securities
              (“Replacement Securities”) of the same class and amount as any Purchased
              Securities that are not delivered by the defaulting party to the
              nondefaulting party 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 Security, the nondefaulting party
      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 defaulting party is acting as Buyer, the
              defaulting party shall be liable to the nondefaulting party for any
              excess
              of the price paid (or deemed paid) by the nondefaulting party for
              Replacement Securities over the Repurchase Price for the Purchased
              Securities replaced thereby and for any amounts payable by the defaulting
              party under Paragraph 5 hereof or otherwise
              hereunder.

          


     

    
      
         

      

      
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    	(f)  	
            For
              purposes of this Paragraph 11, the Repurchase Price for each Transaction
              hereunder in respect of which the defaulting party 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 nondefaulting party of the option referred to in subparagraph
              (a)
              of this Paragraph.

          


     

    	(g)  	
            The
              defaulting party shall be liable to the nondefaulting party for (i)
              the
              amount of all reasonable legal or other expenses incurred by the
              nondefaulting party 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 defaulting party shall
              be
              liable to the nondefaulting party for interest on any amounts owing
              by the
              defaulting party hereunder, from the date the defaulting party becomes
              liable for such amounts hereunder until such amounts are (i) paid in
              full
              by the defaulting party or (ii) satisfied in full by the exercise of
              the
              nondefaulting party’s rights hereunder. Interest on any sum payable by the
              defaulting party to the nondefaulting party 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
              nondefaulting party 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.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    	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.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    	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
              a 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 assets 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 assets 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).

          


     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    	 	 


    	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 a
              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.

          


     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	Anthracite Funding,
              LLC	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	By:	Anthracite
              Capital, Inc., its sole member	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By:	/s/ Robert
              Friedberg 	 	 	 
	 	 	
              
Name: Robert
              Friedberg	 	 	
            
	 	 	Title: Vice
              President	 	 	 


    

    
       

      
        	Deutsche Bank
                AG, Cayman
                Islands Branch	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
                By: 

              	
                /s/
                  Christopher Tognola

              	 	 	 
	 	 	
                
                  
Name:
                  Christopher Tognola

              	 	 	 
	 	 	Title: Vice
                President	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	By:	/s/ Christine
                Belbusti 	 	 	 
	 	 	
                
Name:
                Christine Belbusti	 	 	
              
	 	 	Title: Vice
                President	 	 	 


      

    

     

    
      
         

      

      
        14