$350,000,000






MASTER
      REPURCHASE AGREEMENT






Dated
      as
      of August 8, 2007






among






NRFC
      JP
      HOLDINGS, LLC






as
      Seller,






and






JPMORGAN
      CHASE BANK, N.A.,






as
      Buyer












TABLE
      OF
      CONTENTS




Page




ARTICLE
                1. APPLICABILITY
            1ARTICLE
                2. DEFINITIONS
            1ARTICLE
                3. INITIATION; CONFIRMATION; TERMINATION; FEES; REDUCTION OF FACILITY
                AMOUNT
            23ARTICLE
                4. MARGIN MAINTENANCE
            36ARTICLE
                5. INCOME PAYMENTS AND PRINCIPAL PAYMENTS
            37ARTICLE
                6. SECURITY INTEREST
            41ARTICLE
                7. PAYMENT, TRANSFER AND CUSTODY
            42ARTICLE
                8. SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED
                ASSETS
            50ARTICLE
                9. [Reserved]
            51ARTICLE
                10. REPRESENTATIONS AND WARRANTIES OF SELLER
            51ARTICLE
                11. NEGATIVE COVENANTS OF SELLER
            59ARTICLE
                12. AFFIRMATIVE COVENANTS OF SELLER
            61


-i-





ARTICLE
                13. EVENTS OF DEFAULT; REMEDIES
            65ARTICLE
                14. SINGLE AGREEMENT
            70ARTICLE
                15. RECORDING OF COMMUNICATIONS
            71ARTICLE
                16. NOTICES AND OTHER COMMUNICATIONS
            71ARTICLE
                17. ENTIRE AGREEMENT; SEVERABILITY
            71ARTICLE
                18. NON-ASSIGNABILITY
            72ARTICLE
                19. GOVERNING LAW
            72ARTICLE
                20. NO WAIVERS, ETC.
            73ARTICLE
                21. USE OF EMPLOYEE PLAN ASSETS
            73ARTICLE
                22. INTENT
            73ARTICLE
                23. DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS
            74ARTICLE
                24. CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
            75ARTICLE
                25. NO RELIANCE
            75ARTICLE
                26. INDEMNITY
            76ARTICLE
                27. DUE DILIGENCE
            77


-ii-





ARTICLE
                28. SERVICING
            78ARTICLE
                29. MISCELLANEOUS
            79




-iii-




ANNEXES,
      EXHIBITS AND SCHEDULES




ANNEX
                I
            Names
                and Addresses for Communications between PartiesSCHEDULE
                I
            Advance
                Rates and Applicable Pricing RatesEXHIBIT
                I
            Form
                of ConfirmationEXHIBIT
                II
            Authorized
                Representatives of SellerEXHIBIT
                III
            Monthly
                Reporting PackageEXHIBIT
                IV
            Form
                of Custodial DeliveryEXHIBIT
                V
            Form
                of Power of AttorneyEXHIBIT
                VI
            Representations
                and Warranties Regarding Individual Purchased AssetsEXHIBIT
                VII
            Asset
                InformationEXHIBIT
                VIII
            Advance
                ProceduresEXHIBIT
                IX
            Excluded
                TransfereesEXHIBIT
                X
            Form
                of Bailee LetterEXHIBIT
                XI
            Form
                of Interim Servicing AgreementEXHIBIT
                XII
            Form
                of Margin Deficit NoticeEXHIBIT
                XIII
            UCC
                Filing JurisdictionsEXHIBIT
                XIV
            Form
                of Future Funding ConfirmationEXHIBIT
                XV
            Additional
                Eligible CollateralEXHIBIT
                XVI
            Form
                of Servicer NoticeEXHIBIT
                XVII
            Form
                of Release LetterEXHIBIT
                XVIII
            Future
                Funding Advance ProceduresEXHIBIT
                XIX
            Covenant
                Compliance CertificateEXHIBIT
                XX
            Form
                of Depository AgreementEXHIBIT
                XXI
            Form
                of Custodial Agreement





-iv-







EXHIBIT
                XXII
            Form
                of Officers’ Certificate





-v-




**MASTER
      REPURCHASE AGREEMENT**




MASTER
      REPURCHASE AGREEMENT, dated as of August 8, 2007, by and among NRFC JP HOLDINGS,
      LLC, a Delaware limited liability company (the “ Seller ”
with
      respect to the Eligible Assets that it sells to Buyer) and JPMORGAN CHASE BANK,
      N.A., a banking association organized under the laws of the United States (the
      “ Buyer ”).




**ARTICLE
      1.**




**APPLICABILITY**




From
      time
      to time the parties hereto may enter into transactions in which Seller and
      Buyer
      agree to the transfer from Seller to Buyer all of its rights, title and interest
      to certain Eligible Assets (as defined herein) or other assets and, in each
      case, the other related Purchased Items (as defined herein) (collectively,
      the
“ Assets ”)
      against the transfer of funds by Buyer to Seller, with a simultaneous agreement
      by Buyer to transfer back to Seller such Assets at a date certain or on demand,
      against the transfer of funds by Seller to Buyer. 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 any exhibits
      identified herein as applicable hereunder. Each individual transfer of an
      Eligible Asset shall constitute a distinct Transaction.




**ARTICLE
      2.**




**DEFINITIONS**




“ Accelerated
      Repurchase Date ”
shall
      have the meaning specified in Article
      13(b)(i) of this
      Agreement.




“ Accepted
      Servicing Practices ”
shall
      mean with respect to any applicable Purchased Asset, those mortgage servicing
      practices of prudent mortgage lending institutions that service mortgage and/or
      mezzanine loans of the same type as such Purchased Asset in the state where
      the
      related underlying real estate directly or indirectly securing or supporting
      such Purchased Asset is located.




“ Acceptable
      Attorney ”
means
      an attorney-at-law that has delivered at Seller’s request a Bailee Letter, with
      the exception of an attorney whom Buyer has notified Seller is not satisfactory
      to Buyer.




“ Act
      of
      Insolvency ”
shall
      mean, with respect to any Person, (i) the filing of a petition, commencing,
      or authorizing the commencement of any case or proceeding under any bankruptcy,
      insolvency, reorganization, liquidation, dissolution or similar law relating
      to
      the protection of creditors, or suffering any such petition or proceeding to
      be
      commenced by another which is consented to, not timely contested or results
      in
      entry of an order for relief; (ii) the seeking or consenting to the
      appointment of a receiver, trustee, custodian or similar official for such
      Person or any substantial part of the property of such Person; (iii) the
      appointment of a receiver, conservator, or manager for such Person by any
      governmental agency or authority having the jurisdiction to do so; (iv) the
      making of a general assignment for the benefit of creditors; (v) the
      admission by such Person of its inability to pay its debts or discharge its
      obligations as they become due or mature; or (vi) that any Governmental
      Authority or agency or any person, agency or entity acting or purporting to
      act
      under Governmental Authority shall have taken any action to condemn, seize
      or
      appropriate, or to assume custody or control of, all or any substantial part
      of
      the property of such Person, or shall have taken any action to displace the
      management of such Person or to curtail its authority in the conduct of the
      business of such Person.







“ Additional
      Eligible Collateral ”
shall
      mean any of the items indicated on Exhibit
      XV hereto.




“ Adjusted
      Total Assets ” shall
      mean the sum
      of Total Assets plus Off-Balance Sheet Assets.




“ Adjusted
      Total Liabilities ”
shall
      mean, the sum of Total Liabilities plus Off-Balance Sheet Liabilities minus
      Trust Preferred Securities.




“ Advance
      Rate ”
shall
      mean, with respect to each Transaction and any Pricing Rate Period, the initial
      Advance Rate selected by Seller for such Transaction as shown in the related
      Confirmation, unless otherwise agreed to by Buyer and Seller.




“ Affiliate ”
shall
      mean, when used with respect to any specified Person, (i) any other Person
      directly or indirectly controlling, controlled by, or under common control
      with,
      such Person. Control shall mean the possession, direct or indirect, of the
      power
      to direct or cause the direction of the management and policies of a Person,
      whether through the ownership of voting securities, by contract or otherwise
      and
“controlling” and “controlled” shall have meanings correlative thereto, or (ii)
      any “affiliate” of such Person, as such term is defined in the Bankruptcy
      Code.




“ Affiliated
      Hedge Counterparty ”
shall
      mean JPMorgan Chase Bank, N.A., or any Affiliate thereof, in its capacity
      as a party to any Hedging Transaction with Seller.




“ Agreement ”
shall
      mean this Master Repurchase Agreement, dated as of August 8, 2007 by and among
      NRFC JP Holdings, LLC and JPMorgan Chase Bank, N.A., as such agreement may
      be
      modified or supplemented from time to time.




“ Alternative
      Rate ”
shall
      have the meaning specified in Article
      3(h) of this
      Agreement.




“ Alternative
      Rate Transaction ”
shall
      mean, with respect to any Pricing Rate Period, any Transaction with respect
      to
      which the Pricing Rate for such Pricing Rate Period is determined with reference
      to the Alternative Rate.




“ Applicable
      Spread ”
shall
      mean, with respect to a Transaction involving a Purchased Asset in any Asset
      Type Grouping:




(i)  so
      long
      as no Event of Default shall have occurred and be continuing, the incremental
      per annum rate (expressed as a number of “basis points”, each basis point being
      equivalent to 1/100 of 1%) specified in Schedule
      I attached
      to this Agreement as being the “Applicable Spread” for Purchased Assets in such
      Asset Type Grouping for the applicable loan-to-cost ratio, the applicable net
      operating income debt yields or Rating Agency ratings shown on Schedule I ,
      as
      applicable, or such lower rate as may be determined by Buyer in its sole
      discretion, in the event that the Advance Rate applicable to any Purchased
      Asset
      is less than the related Maximum Advance Rate, in each case as determined by
      Buyer on each Pricing Rate Determination Date in accordance with Article
      3(d) ,
      and


2




(ii)  after
      the
      occurrence and during the continuance of an Event of Default, the applicable
      incremental per annum rate described in clause (i) of this definition, plus
      400
      basis points (4.00%).




“ Asset
      Information ”
shall
      mean, with respect to each Purchased Asset, the information set forth in Exhibit
      VII attached
      hereto.




“ Asset
      Type Grouping ”
shall
      mean, with respect to the Eligible Assets, any of the types of Eligible Assets
      listed in Schedule I attached
      to this Agreement.




“ Assets ”
shall
      have the meaning specified in Article
      1 .




“ B-Note ”
means
      the original promissory note, if any, that was executed and delivered in
      connection with the subordinate portion of a Senior Mortgage Loan.




“ Bailee
      Letter ”
means
      a
      letter from an Acceptable Attorney or from a Title Company, in the form attached
      to this Agreement as Exhibit
      X ,
      wherein
      such Acceptable Attorney or Title Company in possession of a Purchased Asset
      File (i) acknowledges receipt of such Purchased Asset File, (ii) confirms that
      such Acceptable Attorney, Title Company, or other Person acceptable to Buyer
      is
      holding the same as bailee of Buyer under such letter and (iii) agrees that
      such
      Acceptable Attorney or Title Company shall deliver such Purchased Asset File
      to
      the Custodian by not later than the third (3rd) Business Day following the
      Purchase Date for the related Purchased Asset.




“ Bankruptcy
      Code ”
shall
      mean The United States Bankruptcy Code of 1978, as amended from time to
      time.




“ Breakage
      Costs ”
shall
      have the meaning assigned thereto in Article
      3(m) .




“ Business
      Day ”
shall
      mean a day other than (i) a Saturday or Sunday, or (ii) a day in which the
      New
      York Stock Exchange or banks in the State of New York are authorized or
      obligated by law or executive order to be closed. Notwithstanding the foregoing
      sentence, when used with respect to the determination of LIBOR, “Business Day”
shall only be a day on which commercial banks are open for international
      business (including dealings in U.S. Dollar deposits) in London,
      England.




“ Buyer ”
shall
      mean JPMorgan Chase Bank, N.A., or any successor.


3




“ Buyer’s
      Margin Amount ”
shall
      mean with respect to any Transaction and any Purchased Asset on any date, the
      Maximum Advance Rate available for such Purchased Asset, multiplied by the
      Market Value of such Purchased Asset as of the date of
      determination.




“ Capitalized
      Lease Obligations ”
shall
      mean obligations under a lease that are required to be capitalized for financial
      reporting purposes in accordance with GAAP. The amount of a Capitalized Lease
      Obligation is the capitalized amount of such obligation as would be required
      to
      be reflected on the balance sheet prepared in accordance with GAAP of the
      applicable Person as of the applicable date.




“ CF
      Sweep Event ”
shall
      mean a determination by Buyer, in accordance with Article
      4 of this
      Agreement, that a Margin Deficit exists.




“ Closing
      Date ”
shall
      mean August 8, 2007.




“ CMBS ”
shall
      mean p ass-through
      certificates representing beneficial ownership interests in one or more first
      lien mortgage loans secured by commercial and/or multifamily
      properties rated B-
      (or its equivalent) or higher by the Rating Agencies.




“ Code ”
shall
      mean the Internal Revenue Code of 1986, as amended.




“ Collateral ”
shall
      have the meaning specified in Article
      6 of this
      Agreement.




“ Collection
      Period ”
shall
      mean with respect to the Remittance Date in any month, the period beginning
      on
      the Cut-off Date in the month preceding the month in which such Remittance
      Date
      occurs and continuing to but excluding the Cut-off Date immediately preceding
      such Remittance Date.




“ Concentration
      Limit ”
shall
      mean, on any date of determination (i) the limit on the maximum concentration
      on
      such Business Day that may be represented by a particular type of Purchased
      Asset. With respect to Construction Loans, the applicable Concentration Limit
      is
      40% of the Facility Amount, of which 50% of such Concentration Limit may be
      represented by Construction Loans structured
      as a “B-note”, “mezzanine loan” or “junior participation” in such Construction
      Loan (but in no event greater than 20%
      of
      the Facility Amount). With respect to Land Loans, the applicable Concentration
      Limit is 15% of the Facility Amount. With respect to fixed-rate Purchased Assets
      that are not subject to a Hedging Transaction, the applicable Concentration
      Limit is 10% of the aggregate Repurchase Price for all Purchased
      Assets.




“ Condo
      Conversion Loan ”
shall
      mean a performing first-priority mortgage loan secured by properties that have
      been, or are expected to be, converted or built from the ground up to a
      condominium form of ownership for the purpose of re-development as, in whole
      or
      in part, residential apartments, commercial, office or industrial buildings
      or
      time share units.




“ Confirmation ”
shall
      have the meaning specified in Article
      3(b) of this
      Agreement.




“ Consolidated
      Adjusted EBITDA ”
shall
      mean, for any period, with respect to any Person, the sum, without duplication,
      for such period of (a) the Net Income of such Person and its consolidated
      Subsidiaries determined on a consolidated basis for such period, (b) the sum
      of
      the provisions for such period for income taxes, interest expense, and
      depreciation and amortization expense used in determining such Net Income for
      such Person and its consolidated Subsidiaries, (c) amounts deducted in
      accordance with GAAP in respect of other non-cash expenses in determining such
      Net Income for such Person and its consolidated Subsidiaries and (d) the amount
      of any aggregate net loss (or minus the amount of any gain) during such period
      arising from the sale, exchange or other disposition of capital assets by such
      Person and its consolidated Subsidiaries determined on a consolidated basis,
      in
      each event excluding unrealized gains/losses, any fees payable to advisors
      for
      raising private equity capital, amortization of financing fees and amortization
      of bond discount associated with convertible debt outstanding.


4




“ Construction
      Loan ”
shall
      mean a performing first priority commercial real estate mortgage loan (either
      structured as an “A-note”, “senior participation”, “B-note”, “mezzanine loan” or
“junior participation” in such a mortgage loan) secured by a Core Property Type
      that provides for periodic advances for construction of improvements on the
      real
      estate securing such mortgage loan for which a substantial portion of the
      proceeds of the mortgage loan may be for “ground up” construction.




“ Core
      Property Types ”
shall
      mean the following types of properties: multi-family, mixed-use, retail,
      industrial, office building and hospitality, or such other types of properties
      that Buyer may agree to in its sole and absolute discretion.




“ Contingent
      Liabilities ”
shall
      mean, with respect to any Person and its consolidated Subsidiaries (without
      duplication): (i) liabilities and obligations (including any Guarantee
      Obligations) of such Person, any Subsidiary or any other Person in respect
      of
“off-balance sheet arrangements” (as defined in the SEC Off-Balance Sheet
      Rules), (ii) any obligation, including, without limitation, any Guarantee
      Obligation, whether or not required to be disclosed in the footnotes to such
      Person’s financial statements, guaranteeing partially or in whole any
      Non-Recourse Indebtedness, lease, dividend or other obligation, exclusive of
      contractual indemnities (including, without limitation, any indemnity or
      price-adjustment provision relating to the purchase or sale of securities or
      other assets) and guarantees of non-monetary obligations (other than guarantees
      of completion, environmental indemnities and guarantees of customary carve-out
      matters made in connection with Non-Recourse Indebtedness, such as (but not
      limited to) fraud, misappropriation, bankruptcy and misapplication) which have
      not yet been called on or quantified, of such Person or of any other Person,
      and
      (iii) any forward commitment or obligation to fund or provide proceeds with
      respect to any loan or other financing which is obligatory and non-discretionary
      on the part of the lender. The amount of any Contingent Liabilities described
      in
      clause (ii) shall be deemed to be, (a) with respect to a guarantee of interest
      or interest and principal, or operating income guarantee, the sum of all
      payments required to be made thereunder (which, in the case of an operating
      income guarantee, shall be deemed to be equal to the debt service for the note
      secured thereby), through, (x) in the case of an interest or interest and
      principal guarantee, the stated date of maturity of the obligation (and
      commencing on the date interest could first be payable thereunder), or (y)
      in
      the case of an operating income guarantee, the date through which such guarantee
      will remain in effect, and (b) with respect to all guarantees not covered by
      the
      preceding clause (a), an amount equal to the stated or determinable amount
      of
      the primary obligation in respect of which such guarantee is made or, if not
      stated or determinable, the maximum reasonably anticipated liability in respect
      thereof (assuming such Person is required to perform thereunder) as recorded
      on
      the balance sheet and on the footnotes to the most recent financial statements
      of such Person. As used in this definition, the term “SEC Off-Balance Sheet
      Rules” means the Disclosure in Management’s Discussion and Analysis About
      Off-Balance Sheet Arrangements and Aggregate Contractual Obligations, Securities
      Act Release Nos. 33-8182; 34-47264; FR-67 International Series Release No.
      1266
      File No. S7-42-02, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts.
      228, 229 and 249).


5




“ Covenant
      Compliance Certificate ”
shall
      have the meaning specified in Article 12(j)(ii) hereof.




“ CRE
      CDO ”
shall
      mean commercial real estate collateralized debt obligations rated BB- (or its
      equivalent) or higher by the Rating Agencies.




“ Custodial
      Agreement ”
shall
      mean the Custodial Agreement, dated as of the date hereof, by and among the
      Custodian, Seller and Buyer, the form of which is attached hereto as Exhibit XXI .




“ Custodial
      Delivery ”
shall
      mean the form executed by Seller in order to deliver the Purchased Asset
      Schedule and the Purchased Asset File to Buyer or its designee (including the
      Custodian) pursuant to Article
      7 of this
      Agreement, a form of which is attached hereto as Exhibit IV .




“ Custodian ”
shall
      mean Wells Fargo Bank, N.A., or any successor Custodian appointed by Buyer
      with
      the consent of Seller.




“ Cut-off
      Date ”
shall
      mean the first (1st) calendar day of any month.




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




“ Defaulted
      Mortgage Asset ”
shall
      mean any loan (a) that is sixty (60) days or more delinquent in the payment
      of
      principal, interest, fees or other amounts payable under the terms of the
      related loan documents, (b) as to which an Act of Insolvency shall have occurred
      with respect to the Borrower or (c) as to which a material non-monetary event
      of
      default shall have occurred under any document included in the Purchased Asset
      File for such Purchased Asset.




“ Deferred
      Financing Costs ”
shall
      mean the aggregate amount of deferred financing or similar costs incurred by
      a
      Person or any Subsidiary of such Person that have not been accounted for as
      expenses in accordance with GAAP.




“ Delinquent
      Mortgage Asset ”
shall
      mean a loan that is thirty (30) or more days, but less than sixty (60) days,
      delinquent in the payment of principal, interest, fees or other amounts payable
      under the terms of the related loan documents.




“ Depository ”
shall
      mean Wells Fargo Bank, N.A., or any successor Depository appointed by Buyer
      with
      the prior written consent of Seller (such consent to not be unreasonably
      withheld or delayed).




6




“ Depository
      Account ”
shall
      mean a segregated interest bearing account, in the name of Buyer, established
      at
      the Depository pursuant to the Depository Agreement.




“ Depository
      Agreement ”
shall
      mean that certain Depository Agreement, dated as of the date hereof, among
      Buyer, Seller and the Depository, in the form attached hereto as Exhibit
      XX .




“ Draft
      Appraisal ”
shall
      mean a short form appraisal, “letter opinion of value,” or any other form of
      draft appraisal acceptable to Buyer.




“ Early
      Repurchase ”
shall
      mean a repurchase of a Purchased Asset as described in Article 3(f) of this
      Agreement.




“ Early
      Repurchase Date ”
shall
      have the meaning specified in Article
      3(f) of this
      Agreement.




“ EBITDA ”
shall
      mean, for any period, the sum, without duplication, for such period of (a)
      Net
      Income of Seller for such period, (b) the sum of provisions for such period
      for
      income taxes, interest expense, and depreciation and amortization expense used
      in determining such Net Income, (c) amounts deducted in accordance with GAAP
      in
      respect of other non cash expenses in determining such Net Income and (d) the
      amount of any aggregate net loss (or minus the amount of any gain) during such
      period arising from the sale, exchange or other disposition of capital assets
      (determined in accordance with GAAP) by Seller, excluding any reporting
      implications of Financial Interpretations No. 45 and 46 and FASB 150, in each
      event excluding unrealized gains/losses, any fees payable to advisors for
      raising private equity capital, amortization of financing fees and amortization
      of bond discount associated with convertible debt outstanding.




“ Eligible
      Assets ”
shall
      mean any of the following types of assets or loans (i) that are acceptable
      to
      Buyer in its sole and absolute discretion exercised in good faith, (ii) with
      respect to which the representations and warranties set forth in this Agreement
      (including the exhibits hereto) are true and correct in all material respects,
      and (iii) that are secured directly or indirectly by properties that are Core
      Property Types (or any other property type acceptable to Buyer in its sole
      discretion) and is located in the United States of America, its territories
      or
      possessions (or elsewhere, in the sole discretion of Buyer):




(i)  Senior
      Mortgage Loans;




(ii)  Construction
      Loans;




(iii)  B-Notes/Junior
      Interests;




(iv)  Mezzanine
      Loans ;




(v)  Condo
      Conversion Loans;




(vi)  CMBS
      rated B- (or its equivalent) or higher by the Rating Agencies and CRE CDO rated
      BB- (or its equivalent) or higher by the Rating Agencies;


7




(vii)  Land
      Loans;




(viii)
      any Additional Eligible Collateral transferred to Buyer in connection with
      a
      Margin Deficit; and




(ix)  any
      other
      asset types or classifications that are acceptable to Buyer, subject to its
      consent on all necessary and appropriate modifications to this Agreement and
      each of the Transaction Documents, as determined by Buyer in its sole and
      absolute discretion.




Notwithstanding
      anything to the contrary contained in this Agreement, the following shall not
      be
      Eligible Assets for purposes of this Agreement: (i) Non-performing loans; (ii)
      loans that are Defaulted Mortgage Assets or Delinquent Mortgage Assets; or
      (iii)
      assets secured directly or indirectly by loans described in the preceding
      clauses (i) through (ii).




“ Eligible
      Loans ”
shall
      mean any Senior Mortgage Loans, Construction Loans, B-Notes/Junior Interests, Mezzanine
      Loans, Condo Conversion Loans and Land Loans that are also Eligible
      Assets.




“ Environmental
      Law ”
shall
      mean any federal, state, foreign or local statute, law, rule, regulation,
      ordinance, code, guideline, written policy and rule of common law now or
      hereafter in effect and in each case as amended, and any judicial or
      administrative interpretation thereof, including any judicial or administrative
      order, consent decree or judgment, relating to the environment, employee health
      and safety or Hazardous Materials, including, without limitation, CERCLA; RCRA;
      the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et  seq .;
      the
      Toxic Substances Control Act, 15 U.S.C. § 2601 et  seq .;
      the
      Clean Air Act, 42 U.S.C. § 7401 et  seq .;
      the
      Safe Drinking Water Act, 42 U.S.C. § 3803 et  seq .;
      the
      Oil Pollution Act of 1990, 33 U.S.C. § 2701 et  seq .;
      the
      Emergency Planning and the Community Right-to-Know Act of 1986, 42 U.S.C.
§ 11001 et  seq .;
      the
      Hazardous Material Transportation Act, 49 U.S.C. § 1801 et  seq .
      and the
      Occupational Safety and Health Act, 29 U.S.C. § 651 et  seq .;
      and
      any state and local or foreign counterparts or equivalents, in each case as
      amended from time to time.




“ Environmental
      Site Assessment ”
shall
      have the meaning specified in paragraph 30 of the section of Exhibit
      VI dealing
      with Eligible Loans.




“ Equity
      Interest ”
shall
      mean, with respect to any Person, any share of capital stock of (or other
      ownership, equity or profit interests in) such Person, any warrant, option
      or
      other right for the purchase or other acquisition from such Person of any share
      of capital stock of (or other ownership, equity or profit interests in) such
      Person, any security convertible into or exchangeable for any share of capital
      stock of (or other ownership, equity or profit interests in) such Person or
      warrant, right or option for the purchase or other acquisition from such Person
      of such shares (or such other interests), and any other ownership or profit
      interest in such Person (including, without limitation, partnership, member
      or
      trust interests therein), whether voting or nonvoting, and whether or not such
      share, warrant, option, right or other interest is authorized or otherwise
      existing on any date of determination.




“ ERISA ”
shall
      mean the Employee Retirement Income Security Act of 1974, as amended from time
      to time, and the regulations promulgated thereunder. Article references to
      ERISA
      are to ERISA, as in effect at the date of this Agreement and, as of the relevant
      date, any subsequent provisions of ERISA, amendatory thereof, supplemental
      thereto or substituted therefor.


8




“ ERISA
      Affiliate ”
shall
      mean any corporation or trade or business that is a member of any group of
      organizations (i) described in Article 414(b) or (c) of the Code of which Seller
      is a member and (ii) solely for purposes of potential liability under Article
      302(c)(11) of ERISA and Article 412(c)(11) of the Code and the lien created
      under Article 302(f) of ERISA and Article 412(n) of the Code, described in
      Article 414(m) or (o) of the Code of which Seller is a member.




“ Event
      of Default ”
shall
      have the meaning specified in Article
      13 of this
      Agreement.




“ Extension
      Period ”
shall
      have the meaning specified in Article
      3(n)(i) of this
      Agreement.




“ Facility
      Amount ”
shall
      mean $350,000,000.




“ Federal
      Funds Rate ”
shall
      mean, for any day, the weighted average of the rates on overnight federal funds
      transactions with members of the Federal Reserve System arranged by federal
      funds brokers, as published on the next succeeding Business Day by the Federal
      Reserve Bank of New York, or, if such rate is not so published for any day
      that
      is a Business Day, the average of the quotations for the day of such
      transactions received by Buyer from three (3) federal funds brokers of
      recognized standing selected by it.




“ Filings ”
shall
      have the meaning specified in Article
      6(d) of this
      Agreement.




“ Final
      Maturity Date ”
shall
      have the meaning specified in the definition of “ Maturity
      Date ”.




“ Financing
      Lease ”
shall
      mean any lease of property, real or personal, the obligations of the lessee
      in
      respect of which are required in accordance with GAAP to be capitalized on
      a
      balance sheet of the lessee.




“ Fixed
      Charge Coverage Ratio ”
shall
      mean, for Guarantor and its consolidated Subsidiaries during any period, EBITDA
      for such period divided by the
      Fixed Charges for the same period.




“ Fixed
      Charges ”
shall
      mean, for Guarantor and its consolidated Subsidiaries determined on a
      consolidated basis during any period, the sum of (without duplication) (a)
      Debt
      Service, (b) all Preferred Dividends required to be paid during such period,
      (c)
      Capital Lease Obligations required to be paid during such period, and (d) all
      payments due under any ground lease.




“ Foreclosed
      Loan ”
shall
      mean an Eligible Loan with respect to which the Underlying Mortgaged Property
      has been foreclosed upon by Seller or, in the case of a B-Note, Junior Interest,
      Mezzanine Loan, CMBS or CRE CDO, by the Servicer of the Underlying Mortgage
      Loan.




“ Future
      Funding Amount ” shall
      mean, (i) with respect to any Construction Loan or Senior Mortgage Loan, the
      amount of additional funding obligations that were expressly identified to
      and
      approved by Buyer in connection with the initial Transaction or (ii) with
      respect to any Purchased Asset where Seller elected to apply a percentage lower
      than the Advance Rate set forth in Schedule
      I in
      connection with the initial Transaction, the amount of additional funds
      available to be advanced against such Purchased Asset.


9




“ Future
      Funding Confirmation ”
shall
      have the meaning specified in Article
      3(c)(i) .




“ Future
      Funding Date ”
shall
      mean, with respect to any Purchased Asset with respect to which a Future Funding
      Amount is outstanding, the date on which Buyer advances any portion of such
      Future Funding Amount.




“ Future
      Funding Due Diligence ”
shall
      have the meaning set forth in Article
      3(c)(ii) hereof.




“ Future
      Funding Due Diligence Package ”
shall
      have the meaning set forth in Exhibit
      XVIII hereto.




“ Future
      Funding Loan ”
shall
      mean any Purchased Asset for which there is a Future Funding Amount
      outstanding.




“ Future
      Funding Transaction ”
shall
      mean (i) an additional Transaction requested with respect to any Construction
      Loan or Senior Mortgage Loan to provide for the advance of additional funds
      that
      were expressly identified to and approved by Buyer in connection with the
      initial Transaction entered into in respect of such Construction Loan or Senior
      Mortgage Loan or (ii) an additional Transaction requested with respect to any
      Purchased Asset to provide for the advance of additional funds in the event
      that
      Seller elected to apply a percentage lower than the Advance Rate set forth
      in Schedule
      I in
      connection with the initial Transaction.




“ GAAP ”
shall
      mean United States generally accepted accounting principles consistently applied
      as in effect from time to time.




“ Governmental
      Authority ”
shall
      mean any national or federal government, any state, regional, local or other
      political subdivision thereof with jurisdiction and any Person with jurisdiction
      exercising executive, legislative, judicial, regulatory or administrative
      functions of or pertaining to government (including any supra-national bodies
      such as the European Union or the European Central Bank).




“ Guarantee
      Agreement ”
shall
      mean the Guarantee Agreement, dated as of the date hereof, from Guarantor in
      favor of Buyer, in form and substance acceptable to Buyer, which shall cause
      Guarantor to be jointly and severally liable with Seller to Buyer for up to
      10%
      of the maximum Facility Amount.




“ Guarantee
      Obligation ”
shall
      mean, as to any Person (the “ guaranteeing
      person ”),
      any
      obligation of (a) the guaranteeing person or (b) another Person
      (including, without limitation, any bank under any letter of credit) to induce
      the creation of which the guaranteeing person has issued a reimbursement,
      counterindemnity or similar obligation, in either case guaranteeing or in effect
      guaranteeing any Indebtedness, leases, dividends or other obligations (the
      “ primary
      obligations ”)
      of any
      other third Person (the “ primary
      obligor ”)
      in any
      manner, whether directly or indirectly, including, without limitation, any
      obligation of the guaranteeing person, whether or not contingent, (i) to
      purchase any such primary obligation or any property constituting direct or
      indirect security therefor, (ii) to advance or supply funds (1) for the
      purchase or payment of any such primary obligation or (2) to maintain
      working capital or equity capital of the primary obligor or otherwise to
      maintain the net worth or solvency of the primary obligor, (iii) to
      purchase property, securities or services primarily for the purpose of assuring
      the owner of any such primary obligation of the ability of the primary obligor
      to make payment of such primary obligation or (iv) otherwise to assure or
      hold harmless the owner of any such primary obligation against loss in respect
      thereof; provided , however ,
      that
      the term Guarantee Obligation shall not include endorsements of instruments
      for
      deposit or collection in the ordinary course of business. The terms
“ guarantee ”
and
      “ guaranteed ”
used
      as
      a verb shall have a correlative meaning. The amount of any Guarantee Obligation
      of any guaranteeing person shall be deemed to be the lower of (a) an amount
      equal to the stated or determinable amount of the primary obligation in respect
      of which such Guarantee Obligation is made and (b) the maximum amount for
      which such guaranteeing person may be liable pursuant to the terms of the
      instrument embodying such Guarantee Obligation, unless such primary obligation
      and the maximum amount for which such guaranteeing person may be liable are
      not
      stated or determinable, in which case the amount of such Guarantee Obligation
      shall be such guaranteeing person’s maximum reasonably anticipated liability in
      respect thereof as determined in good faith.


10




“ Guarantor ”
shall
      mean NorthStar Realty Finance Corp., a Maryland corporation.




“ Hedge-Required
      Asset ”
shall
      mean any Eligible Asset that is a fixed rate Eligible Asset.




“ Hedging
      Transactions ”
shall
      mean, with respect to any or all of the Purchased Assets, any short sale of
      U.S.
      Treasury Securities or mortgage-related securities, futures contract (including
      Eurodollar futures) or options contract or any interest rate swap, cap or collar
      agreement or similar arrangements providing for protection against fluctuations
      in interest rates or the exchange of nominal interest obligations, entered
      into
      by any Affiliated Hedge Counterparty or Qualified Hedge Counterparty with
      Seller, either generally or under specific contingencies that is required by
      Buyer, or otherwise pursuant to this Agreement (subject to the definition of
      Concentration Limit), to hedge a Hedge-Required Asset, or that Seller has
      elected to pledge or transfer to Buyer pursuant to this Agreement.




“ Income ”
shall
      mean, with respect to any Purchased Asset at any time, (x) any collections
      of
      principal, interest, dividends, receipts or other distributions or collections,
      (y) all net sale proceeds received by Seller or any Affiliate of Seller in
      connection with a sale or liquidation of such Purchased Asset and (z) all
      payments actually received by Buyer on account of Hedging
      Transactions.




“ Indebtedness ”
shall
      mean, for any Person, (a) obligations created, issued or incurred by such Person
      for borrowed money (whether by loan, the issuance and sale of debt securities
      or
      the sale of property to another Person subject to an understanding or agreement,
      contingent or otherwise, to repurchase such property from such Person); (b)
      obligations of such Person to pay the deferred purchase or acquisition price
      of
      property or services, other than trade accounts payable (other than for borrowed
      money) arising, and accrued expenses incurred, in the ordinary course of
      business so long as such trade accounts payable are payable within ninety (90)
      days of the date the respective goods are delivered or the respective services
      are rendered; (c) Indebtedness of others secured by a lien on the property
      of
      such Person, whether or not the respective Indebtedness so secured has been
      assumed by such Person; (d) obligations (contingent or otherwise) of such Person
      in respect of letters of credit or similar instruments issued or accepted by
      banks and other financial institutions for account of such Person; (e)
      obligations of such Person under repurchase agreements, sale/buy-back agreements
      or like arrangements; (f) Indebtedness of others guaranteed by such Person;
      (g)
      all obligations of such Person incurred in connection with the acquisition
      or
      carrying of fixed assets by such Person; (h) Indebtedness of general
      partnerships of which such Person is secondarily or contingently liable (other
      than by endorsement of instruments in the course of collection), whether by
      reason of any agreement to acquire such indebtedness to supply or advance sums
      or otherwise; (i) Capitalized Lease Obligations of such Person; (j) all net
      liabilities or obligations under any interest rate, interest rate swap, interest
      rate cap, interest rate floor, interest rate collar, or other hedging instrument
      or agreement; and (k) all obligations of such Person under Finance
      Leases.


11




“ Indemnified
      Amounts ”
and
      “ Indemnified
      Parties ”
shall
      have the meaning specified in Article
      26 of
      this
      Agreement.




“ Interim
      Servicing Agreement ”
shall
      mean the Interim Servicing Agreement, dated as of the date hereof, by and among
      the Servicer, Seller and Buyer, the form of which is attached hereto as Exhibit XI .




“ Internal
      Revenue Code ”
shall
      mean the Internal Revenue Code of 1986, as amended from time to time, and the
      regulations promulgated and rulings issued thereunder.




“ Interest
      Expense ”
shall
      mean, for any period, the total of all interest expense with respect to all
      outstanding Indebtedness including, without limitation, all commissions,
      discounts and other fees and charges owed with respect to letters of credit
      and
      bankers’ acceptance financing and net costs under all Hedge Transactions with
      respect to interest rates to the extent such net costs are allocable to such
      period in accordance with GAAP, excluding amortization of deferred financing
      fees and amortization of bond discounts associated with convertible debt to
      the
      extent included in GAAP Interest Expense.




“ Junior
      Certificate ”
shall
      mean the original participation certificate, if any, that was executed and
      delivered in connection with a Junior Interest that is a junior
      participation.




“ Junior
      Interest ”
shall
      mean a performing junior participation interest in a stabilized or transitional
      senior commercial, multifamily fixed or floating rate mortgage loan secured
      by a
      first lien on multifamily and commercial properties or a subordinate portion
      of
      a Senior Mortgage Loan evidenced by a Junior Certificate.




“ Land
      Loan ”
shall
      mean a performing first priority mortgage loan secured by undeveloped real
      estate intended to be developed into retail, hospitality, commercial,
      multi-family or condominium property.




“ Legal
      Fee Cap ”
shall
      mean the maximum amount of legal fees related to due diligence of Eligible
      Assets for which Seller shall be obligated to pay. With respect to Senior
      Mortgage Loans such amount shall equal $3,500. With respect to B-Notes and
      Mezzanine Loans such amount shall equal $5,000. With respect to Construction
      Loans (or any Junior Interest or B-Note in a Construction Loan) and Land Loans
      such amount shall equal $6,000.


12




“ Leverage ”
shall
      mean, for any Person, the aggregate amount of indebtedness for money borrowed
      (included purchase money mortgage loans) outstanding at any time, both secured
      and unsecured.




“ LIBOR ”
shall
      mean the rate per annum calculated as set forth below:




(i)  On
      each
      Pricing Rate Determination Date, LIBOR for the next Pricing Rate Period will
      be
      the rate for deposits in United States dollars for a one-month period that
      appears on page BBAM of Bloomberg, L.P. as of 11:00 a.m., London time, on such
      date; or




(ii)  On
      any
      Pricing Rate Determination Date on which no such rate appears on page BBAM
      of
      Bloomberg, L.P. as described above, LIBOR for the next Pricing Rate Period
      will
      be determined on the basis of the arithmetic mean of the rates at which deposits
      in United States dollars are offered by the Reference Banks at approximately
      11:00 a.m., London time, on such date to prime banks in the London interbank
      market for a one-month period.




All
      percentages resulting from any calculations or determinations referred to in
      this definition will be rounded upwards, if necessary, to the nearest multiple
      of 1/100 of 1% and all U.S. dollar amounts used in or resulting from such
      calculations will be rounded to the nearest cent (with one-half cent or more
      being rounding upwards).




“ LIBO
      Rate ”
shall
      mean, with respect to any Pricing Rate Period pertaining to a Transaction,
      a
      rate per annum determined for such Pricing Rate Period in accordance with the
      following formula (rounded upward to the nearest 1/100th of 1%):







LIBOR





1
      -
      Reserve Requirement




“ LIBOR
      Transaction ”
shall
      mean, with respect to any Pricing Rate Period, any Transaction with respect
      to
      which the Pricing Rate for such Pricing Rate Period is determined with reference
      to the LIBO Rate.




“ Lien ”
shall
      mean any mortgage, pledge, hypothecation, assignment, deposit arrangement,
      encumbrance, lien (statutory or other), charge or other security interest or
      any
      preference, priority or other security agreement or preferential arrangement
      of
      any kind or nature whatsoever (including, without limitation, any conditional
      sale or other title retention agreement and any financing lease having
      substantially the same economic effect as any of the foregoing), and the filing
      of any financing statement under the UCC or comparable law of any jurisdiction
      in respect of any of the foregoing.


13




“ Liquidity ”
shall
      mean, at any time, the amount equal to the sum of (i) funds standing to the
      credit of the Depository Account; plus (ii) cash or cash equivalents (excluding
      (x) cash or cash equivalents consisting of Additional Eligible Collateral
      pledged hereunder or pledged to secure a “margin deficit” or “borrowing base
      deficiency” (or the equivalent, however designated, under another warehouse
      facility) and (y) cash or cash equivalents standing to the credit of a deposit
      account or other account that is the subject of a “control agreement” (or the
      equivalent, however designated) at a time when Seller does not have the right
      unilaterally to direct the withdrawal of funds from such account (e.g., because
      a “default” or “event of default” (or the equivalent, however designated)
      exists)); plus (iii) the unused excess, if any, of the Facility Amount or
“borrowing base” (or the equivalent, however designated) of assets held under
      this Agreement, in all other warehouse facilities to which Seller is a party
      at
      such time and the Unsecured Credit Facility *over* the
      Purchase Price (less any prepayments thereof) or “unpaid principal balance” (or
      the equivalent, however designated) of such assets under this Agreement or
      such
      other warehouse facilities.




“ Margin
      Deadline ”
has
      the
      meaning specified in Article
      4(a) .




“ Margin
      Deficit ”
shall
      have the meaning specified in Article
      4(a) .




“ Market
      Value ”
shall
      mean, with respect to any Purchased Asset as of any relevant date, the market
      value for such Purchased Asset on such date as determined by Buyer in its sole
      and absolute discretion, exercised in good faith. The Market Value shall, at
      Buyer’s option, be deemed to be zero with respect to each Purchased Asset (i)
      subject to Article 7(d) ,
      in
      respect of which the complete Purchased Asset File has not been delivered to
      the
      Custodian in accordance with the terms of the Custodial Agreement and (ii)
      that
      has been released from the possession of the Custodian under the Custodial
      Agreement to Seller for a period in excess of twenty (20) calendar days (except
      as may have been consented to by Buyer in its sole and absolute
      discretion).




The
      Market Value of each Purchased Asset may be determined by Buyer in good faith,
      in its sole discretion, on each Business Day during the term of this
      Agreement.




“ Material
      Adverse Effect ”
shall
      mean a material adverse effect on (a) the financial condition of Seller or
      Guarantor, (b) the ability of Seller or Guarantor to perform its obligations
      under any of the Transaction Documents, (c) the validity or enforceability
      of
      any of the Transaction Documents or (d) the rights and remedies of Buyer under
      any of the Transaction Documents.




“ Materials
      of Environmental Concern ”
shall
      mean any toxic mold, any petroleum (including, without limitation, crude oil
      or
      any fraction thereof) or petroleum products (including, without limitation,
      gasoline) or any hazardous or toxic substances, materials or wastes, defined
      as
      such in or regulated under any Environmental Law, including, without limitation,
      asbestos, polychlorinated biphenyls, and urea-formaldehyde
      insulation.




“ Maturity
      Date ”
shall
      mean the day that is 364 calendar days after the Closing Date, or such later
      date as may be in effect pursuant to Article
      3(n) hereof.
      For the sake of clarity, the Maturity Date shall not be any date beyond three
      (3) years from the Closing Date (the “ Final
      Maturity Date ”),
      except with respect to the exercise of the Wind Down Period option described
      in Article
      3(n)(ii) .


14




“ Maximum
      Advance Rate ”
shall
      mean, with respect to each Purchased Asset, the “Advance Rate” specified for the
      applicable Asset Type Grouping in Schedule I attached
      to this Agreement for the applicable loan-to-cost ratio, the applicable net
      operating income debt yields or Rating Agency ratings shown on Schedule I ,
      as
      applicable, or if not shown in Schedule I or
      otherwise agreed to by Seller and Buyer, as determined by Buyer in its sole
      and
      absolute discretion.




“ Mezzanine
      Loan ”
shall
      mean a
      performing loan (or a participation therein) primarily secured by a pledge
      of
      full or partial equity ownership interests in one or more entities that own
      directly or indirectly multifamily or commercial properties that serve as
      collateral for Senior Mortgage Loans.




“ Mezzanine
      Note ”
shall
      mean the original promissory note that was executed and delivered in connection
      with a particular Mezzanine Loan.




“ Minimum
      Transfer Amount ”
shall
      mean, with respect to Seller, $500,000; provided , however ,
      that if
      a Default or an Event of Default has occurred and is continuing hereunder,
      the
      Minimum Transfer Amount shall be U.S. $0.




“ Moody’s ”
shall
      mean Moody’s Investors
      Service ,
      Inc.




“ Mortgage ”
shall
      mean a mortgage, deed of trust, deed to secure debt or other instrument,
      creating a valid and enforceable first Lien on or a first priority ownership
      interest in an estate in fee simple in real property and the improvements
      thereon, securing a Mortgage Note or similar evidence of
      indebtedness.




“ Mortgage
      Note ”
shall
      mean a note or other evidence of indebtedness of a Mortgagor secured by a
      Mortgage, including any A-Note, B-Note or Junior Certificate that is a Purchased
      Asset.




“ Mortgagor ”
shall
      mean the obligor on a Mortgage Note and the grantor of the related Mortgage,
      or
      the obligor on a Mezzanine Note or Junior Interest.




“ Multiemployer
      Plan ”
shall
      mean a multiemployer plan defined as such in Article 3(37) of ERISA to which
      contributions have been, or were required to have been, made by Seller or any
      ERISA Affiliate and that is covered by Title IV of ERISA.




“ Net
      Assets ”
shall
      mean, for any Person, total assets (other than intangibles) at cost, before
      deducting depreciation, reserves for bad debts or other non-cash reserves,
      less
      total liabilities.




“ Net
      Income ”
shall
      mean, with respect to any Person for any period, the net income of such Person
      for such period as determined in accordance with GAAP.


15




“ Net
      Operating Income ”
shall
      mean, with respect to any Underlying Mortgaged Property, for any period, the
      actual net operating income (including, but not limited to, any net income
      from
      Hedging Transactions) calculated in accordance with customary Commercial
      Mortgage Securities Association (CMSA) criteria for commercial mortgaged
      properties.




“ New
      Asset ”
shall
      mean an Eligible Asset that a Seller proposes to be included as a Purchased
      Item.




“ Non-Recourse
      Indebtedness ”
shall
      mean, with respect to any Person, Indebtedness for borrowed money in respect
      of
      which recourse for payment (except for customary exceptions for fraud,
      misapplication of funds, environmental indemnities, and other similar exceptions
      to non-recourse provisions (but not exceptions relating to bankruptcy,
      insolvency, receivership or other similar events)) is contractually limited
      to
      specific assets of such Person encumbered by a Lien securing such
      Indebtedness.




“ Off-Balance
      Sheet Liabilities ”
shall
      mean, with respect to any Person, any (a) repurchase obligation or liability,
      contingent or otherwise, of such Person with respect to any mortgages, mortgage
      notes, accounts or notes receivable sold, transferred or otherwise disposed
      of
      by such Person, (b) repurchase obligation or liability, contingent or otherwise,
      of such Person with respect to Property or assets leased by such Person as
      lessee and (c) obligations, contingent or otherwise, of such Person under any
      Off-Balance Sheet Transaction, in each case, if the transaction giving rise
      to
      such obligation does not (and is not required pursuant to GAAP to) appear as
      a
      liability on the balance sheet of such Person.




“ Off-Balance
      Sheet Transaction ”
shall
      mean, with respect to any Person, any synthetic lease, tax retention operating
      lease, commercial mortgage backed securities transaction, securitization
      transaction, collateralized debt obligation transaction, off balance sheet
      loan
      or similar off balance sheet financing.




“ Originated
      Asset ”
shall
      mean any Eligible Asset originated by Seller.




“ Other
      Warehouse Facilities ”
shall
      mean loan and security agreements, repurchase agreements and similar agreements
      entered into from time to time by Seller with respect to financial assets
      similar to Eligible Assets, excluding this Agreement.




“ Permitted
      Liens ”
shall
      have the meaning specified in Article
      11(e) hereof.




“ Person ”
shall
      mean an individual, corporation, limited liability company, business trust,
      partnership, joint tenant or tenant-in-common, trust, joint stock company,
      joint
      venture, unincorporated organization, or any other entity of whatever nature,
      or
      a Governmental Authority.




“ Plan ”
shall
      mean an employee benefit or other plan established or maintained by Seller
      or
      any ERISA Affiliate during the five year period ended prior to the date of
      this
      Agreement or to which Seller or any ERISA Affiliate makes, is obligated to
      make
      or has, within the five year period ended prior to the date of this Agreement,
      been required to make contributions and that is covered by Title IV of ERISA
      or
      Article 302 of ERISA or Article 412 of the Code, other than a Multiemployer
      Plan.


16




“ Plan
      Party ”
shall
      have the meaning set forth in Article
      21(a) of this
      Agreement.




“ Potential
      Event of Default ”
shall
      mean any condition or event that, after notice or lapse of time, would
      constitute an Event of Default.




“ Pre-Existing
      Asset ”
shall
      mean any Eligible Asset that is not an Originated Asset.




“ Pre-Purchase
      Due Diligence ”
shall
      have the meaning set forth in Article
      3(b)(iii) hereof.




“ Pre-Purchase
      Legal Fees ”
shall
      mean all of the reasonable and necessary out of pocket legal fees (subject
      to
      any Legal Fee Cap), costs and expenses incurred by Buyer in connection with
      the
      Pre-Purchase Due Diligence associated with Buyer’s decision as to whether or not
      to enter into a particular Transaction.




“ Price
      Differential ”
shall
      mean, with respect to any Purchased Asset as of any date, the aggregate amount
      obtained by daily application of the applicable Pricing Rate for such Purchased
      Asset to the Purchase Price of such Purchased Asset on a 360-day-per-year basis
      for the actual number of days during each Pricing Rate Period commencing on
      (and
      including) the Purchase Date for such Purchased Asset 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 Purchased
      Asset).




“ Pricing
      Rate ”
shall
      mean, for any Pricing Rate Period, an annual rate equal to the sum of (i) the
      LIBO Rate and (ii) the relevant Applicable Spread, in each case, for the
      applicable Pricing Rate Period for the related Purchased Asset. The Pricing
      Rate
      shall be subject to adjustment and/or conversion as provided in the Transaction
      Documents.




“ Pricing
      Rate Determination Date ”
shall
      mean with respect to any Pricing Rate Period with respect to any Transaction,
      the second (2nd) Business Day preceding the first day of such Pricing Rate
      Period.




“ Pricing
      Rate Period ”
shall
      mean, with respect to any Transaction and any Remittance Date (a) in the case
      of
      the first Pricing Rate Period, the period commencing on and including the
      Purchase Date for such Transaction and ending on and excluding the following
      Remittance Date, and (b) in the case of any subsequent Pricing Rate Period,
      the
      period commencing on and including the immediately preceding Remittance Date
      and
      ending on and excluding such Remittance Date; provided , however ,
      that in
      no event shall any Pricing Rate Period for a Purchased Asset end subsequent
      to
      the Repurchase Date for such Purchased Asset.




“ Principal
      Payment ”
shall
      mean, with respect to any Purchased Asset, any payment or prepayment received
      by
      the Depository in respect thereof.




“ Purchase
      Date ”
shall
      mean, with respect to any Purchased Asset, the date on which Buyer purchases
      such Purchased Asset from Seller hereunder.




“ Purchase
      Price ”
shall
      mean, with respect to any Purchased Asset, the price at which such Purchased
      Asset is transferred by Seller to Buyer on the applicable Purchase Date,
      adjusted after the Purchase Date as set forth below. The Purchase Price as
      of
      the Purchase Date for any Purchased Asset shall be an amount (expressed in
      dollars) equal to the product obtained by multiplying (i) the Market Value
      of
      such Purchased Asset (or the par amount of such Purchased Asset, if lower than
      Market Value) by (ii) the “Advance Rate” for such Purchased Asset, as set forth
      in Schedule
      I attached
      to this Agreement; provided ,
      that
      notwithstanding the foregoing, Seller may request that the Purchase Price set
      forth in a Confirmation be determined by applying a percentage lower than the
      Advance Rate set forth in Schedule
      I attached
      to this Agreement and, in such event, such lower percentage shall be deemed
      the
“Advance Rate” for purposes of this Agreement. The Purchase Price of any
      Purchased Asset shall be (x) increased by any Future Funding Amounts disbursed
      by Buyer to Seller or the related borrower with respect to such Purchased Asset
      and (y) decreased by (i) the portion of any Principal Payments on such Purchased
      Asset that are applied pursuant to Article
      5 hereof
      to reduce such Purchase Price and (ii) any other amounts paid to Buyer by Seller
      to reduce such Purchase Price.


17




“ Purchased
      Asset Documents ”
shall
      mean, with respect to a Purchased Asset, the documents comprising the Purchased
      Asset File for such Purchased Asset.




“ Purchased
      Asset File ”
shall
      mean the documents specified as the “Purchased Asset File” in Article
      7(b) ,
      together with any additional documents and information required to be delivered
      to Buyer or its designee (including the Custodian) pursuant to this Agreement; provided that to
      the extent that Buyer waives, including pursuant to Article
      7(c) ,
      receipt
      of any document in connection with the purchase of an Eligible Asset (but not
      if
      Buyer merely agrees to accept delivery of such document after the Purchase
      Date), such document shall not be a required component of the Purchased Asset
      File until such time as Buyer determines in good faith that such document is
      necessary or appropriate for the servicing of the applicable Purchased
      Asset.




“ Purchased
      Asset ”
shall
      mean (i) with respect to any Transaction, the Eligible Asset sold by Seller
      to
      Buyer in such Transaction and (ii) with respect to the Transactions in general,
      all Eligible Assets sold by Seller to Buyer and any Additional Eligible
      Collateral delivered by Seller to Buyer pursuant to Article
      4(a) of this
      Agreement (other than Eligible Assets or Additional Eligible Collateral that
      have been repurchased by Seller).




“ Purchased
      Asset Schedule ”
shall
      mean a schedule of Purchased Assets attached to each Trust Receipt and Custodial
      Delivery containing information substantially similar to the Asset
      Information.




“ Purchased
      Items ”
shall
      have the meaning specified in Article
      6(a) of this
      Agreement.




“ Qualified
      Hedge Counterparty ”
shall
      mean, with respect to any Hedging Transaction, any entity, other than an
      Affiliated Hedge Counterparty, that (a) qualifies as an “eligible contract
      participant” as such term is defined in the Commodity Exchange Act (as amended
      by the Commodity Futures Modernization Act of 2000), (b) the long-term debt
      of
      which is rated no less than “A+” by Standard & Poor’s Ratings Group, a
      division of the McGraw-Hill Companies, and “A1” by Moody’s Investors Service,
      Inc and (c) is reasonably acceptable to Buyer; provided ,
      that
      with respect to clause (c), if Buyer has approved an entity as a counterparty,
      it may not thereafter deem such counterparty unacceptable with respect to any
      previously outstanding Transaction unless clause (a) or clause (b)
      applies.


18




“ Rating
      Agency ”
shall
      mean any of Fitch Inc., Moody’s Investors Service, Inc. and Standard &
Poor’s Ratings Group, a division of the McGraw-Hill Companies.




“ Reference
      Banks ”
shall
      mean banks each of which shall (i) be a leading bank engaged in transactions
      in
      Eurodollar deposits in the international Eurocurrency market and (ii) have
      an
      established place of business in London. Initially, the Reference Banks shall
      be
      JPMorgan Chase Bank, N.A., Barclays Bank, Plc and Deutsche Bank AG. If any
      such
      Reference Bank should be unwilling or unable to act as such or if Buyer shall
      terminate the appointment of any such Reference Bank or if any of the Reference
      Banks should be removed from the Reuters Monitor Money Rates Service or in
      any
      other way fail to meet the qualifications of a Reference Bank, Buyer, in its
      sole discretion exercised in good faith, may designate alternative banks meeting
      the criteria specified in clauses (i) and (ii) above.




“ Release
      Letter ”
shall
      mean a letter substantially in the form of Exhibit
      XVII hereto
      (or such other form as may be acceptable to Buyer).




“ Relevant
      System ”
shall
      mean (a) The Depository Trust Company in New York, New York, or (b) such other
      clearing organization or book-entry system as is designated in writing by
      Buyer.




“ REMIC ”
shall
      mean a real estate mortgage investment conduit, within the meaning of Section
      860D(a) of the Internal Revenue Code.




“ Remittance
      Date ”
shall
      mean the fourth (4th) calendar day of each month, or the immediately succeeding
      Business Day, if such calendar day shall not be a Business Day, or such other
      day as is mutually agreed to by Seller and Buyer.




“ REO
      Property ”
shall
      mean real property acquired by Seller, including a mortgaged property acquired
      through foreclosure of an Eligible Asset or by deed in lieu of such
      foreclosure.




“ Repurchase
      Date ”
shall
      mean, with respect to a Purchased Asset, the earliest to occur of (i) the
      Termination Date, (ii) the date set forth in the applicable Confirmation or
      (iii) the Accelerated Repurchase Date.




“ Repurchase
      Price ”
shall
      mean, with respect to any Purchased Asset as of any Repurchase Date or any
      date
      on which the Repurchase Price is required to be determined hereunder, the price
      at which such Purchased Asset is to be transferred from Buyer to Seller; such
      price will be determined in each case as the sum of the (i) Purchase Price
      of
      such Purchased Asset (as increased by any additional funds advanced in
      connection with such Purchased Asset); (ii) the accreted and unpaid Price
      Differential with respect to such Purchased Asset as of the date of such
      determination (other than, with respect to calculations in connection with
      the
      determination of a Margin Deficit, accreted and unpaid Price Differential for
      the current Pricing Rate Period); (iii) any other amounts due and owing by
      Seller to Buyer and its Affiliates pursuant to the terms of this Agreement
      as of
      such date; (iv) any amounts that would be payable to (a positive amount) a
      Qualified Hedge Counterparty under any related Hedging Transaction, if such
      Hedging Transaction were terminated on the date of determination; (v) any
      amounts that would be payable to (a positive amount) or by (a negative amount)
      an Affiliated Hedge Counterparty under any related Hedging Transaction, if
      such
      Hedging Transaction were terminated on the date of determination, which amounts
      will be determined pursuant to the “Credit Support Annex” of any Hedging
      Transaction, if such determination is in connection with any calculation of
      Margin Deficit; and (vi) if such Repurchase Date is not a Remittance Date,
      any
      Breakage Costs payable in connection with such Repurchase other than with
      respect to the determination of a Margin Deficit.


19




“ Requested
      Exceptions Report ”
shall
      have the meaning assigned thereto in Article 3(b)(iii)(E) .




“ Requirement
      of Law ”
shall
      mean any law, treaty, rule, regulation, code, directive, policy, order or
      requirement or determination of an arbitrator or a court or other Governmental
      Authority whether now or hereafter enacted or in effect.




“ Reserve
      Requirement ”
shall
      mean, with respect to any Pricing Rate Period, the aggregate (without
      duplication) of the rates (expressed as a decimal fraction) of reserve
      requirements in effect during such Pricing Rate Period (including, without
      limitation, basic, supplemental, marginal and emergency reserves under any
      regulations of the Board of Governors of the Federal Reserve System or other
      Governmental Authority having jurisdiction with respect thereto) dealing with
      reserve requirements prescribed for eurocurrency funding (currently referred
      to
      as “Eurocurrency Liabilities” in Regulation D of such Board of Governors)
      maintained by Buyer.




“ Responsible
      Officer ”
shall
      mean any executive officer of Seller.




“ Seller ”
shall
      mean the entity identified as “Seller” in the Recitals hereto, and such other
      sellers as may be approved by Buyer in its sole discretion from time to
      time.




“ Senior
      Mortgage Loans ”
shall
      mean performing senior commercial or multifamily fixed or floating rate mortgage
      loans, A-notes or senior participation interests in those mortgage loans, in
      each case secured by first liens on multifamily or commercial
      properties.




“ Servicer ”
shall
      mean Midland
      Loan Services, Inc.




“ Servicer
      Notice ”
shall
      mean a notice substantially in the form of Exhibit
      XVI hereto,
      as amended, supplemented or otherwise modified from time to time.




“ Servicing
      Agreement ”
shall
      have the meaning specified in Article
      28(b) .




“ Servicing
      Records ”
shall
      have the meaning specified in Article
      28(b) .




“ Structuring
      Fee ”
shall
      have the meaning specified in Article
      3(a)(xiii) of this
      Agreement.




“ Subordinate
      Eligible Assets ”
shall
      mean Eligible Assets described in items (iii) and (iv) of the definition of
      Eligible Assets.




“ Subsidiary ”
shall
      mean, as to any Person, a corporation, partnership or other entity of which
      shares of stock or other ownership interests having ordinary voting power (other
      than stock or such other ownership interests having such power only by reason
      of
      the happening of a contingency) to elect a majority of the board of directors
      or
      other managers of such corporation, partnership or other entity are at the
      time
      owned, or the management of which is otherwise controlled, directly or
      indirectly through one or more intermediaries, or both, by such Person. Unless
      otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in
      this Agreement shall refer to a Subsidiary or Subsidiaries of
      Seller.


20




“ Survey ”
shall
      mean a certified ALTA/ACSM (or applicable state standards for the state in
      which
      the collateral is located) survey of the underlying real estate directly or
      indirectly securing or supporting such Purchased Asset prepared by a registered
      independent surveyor or engineer and in form and content satisfactory to Buyer
      and the company issuing the Title Policy for such Property.




“ Tangible
      Net Worth ”
shall
      mean, as of a particular date and as to any Person: (a)
      all
      amounts that would be included under stockholder equity (or the equivalent)
      on a
      balance sheet of such Person and its consolidated subsidiaries (including
      minority interests relating to Guarantor) determined on a consolidated basis
      at
      such date determined in accordance with GAAP, plus accumulated depreciation
      on
      owned real estate assets, ** less (b)
      in
      each case with respect to such Person and its consolidated subsidiaries
      determined on a consolidated basis (i) amounts owing to such Person from
      Affiliates, or from officers, employees, partners, members, directors,
      shareholders or other Persons similarly affiliated with such Person or its
      respective Affiliates, (ii) intangible assets of such Person, as determined
      in
      accordance with GAAP, except for FAS 141 intangible assets, (iii) the value
      of
      REO Property and Foreclosed Loans of such Person, (iv) prepaid taxes and
      expenses, (v) unamortized hedging positions under Derivatives Contracts, and
      (vi) (without duplication) Related Party Loans.




“ Target
      Price ”
shall
      mean, with respect to any Purchased Asset as of any date, the amount (expressed
      in dollars) obtained by multiplying (i) the Market Value of such Purchased
      Asset
      as of such date by (ii) the then-applicable Maximum Advance Rate for such
      Purchased Asset.




“ Termination
      Date ”
means,
      with respect to any Transaction, the earlier of (a) 364 days from the date
      of such Transaction, or if such Transaction is extended, the date to which
      it is
      extended; (b) any Early Repurchase Date for such Transaction; (c) the
      Maturity Date (unless
      extended pursuant to the Wind Down Period in Article
      3(n)(ii) ) ;
      or
      (d) the date of the occurrence of an Event of Default.




“ Termination
      Date Extension
      Conditions ”
shall
      have the meaning specified in Article
      3(g) of this
      Agreement.




“ Title
      Company ”
shall
      mean a nationally-recognized title insurance company acceptable to
      Buyer.




“ Title
      Policy ”
shall
      have the meaning specified in paragraph 9 of the section of Exhibit VI dealing
      with Eligible Loans.




“ Total
      Assets ”
shall
      mean, at any time, an amount equal to the aggregate undepreciated book value
      of
      (a) all assets owned by any Person(s) (on a consolidated basis) and (b) the
      proportionate share of assets owned by non-consolidated Subsidiaries of such
      Person(s), less (i) amounts owing to such Person(s) from any Affiliates thereof,
      or from officers, employees, partners, members, directors, shareholders or
      other
      Persons similarly affiliated with such Person(s) or their respective Affiliates,
      (ii) intangible assets (other than Interest Rate Protection Agreements
      specifically related to the Purchased Assets, excluding FAS 141 intangible
      assets) and (iii) prepaid taxes and/or expenses.




21




“ Total
      Liabilities ”
shall
      mean all Indebtedness and contingent liabilities of any Person (without
      duplication) and all Subsidiaries thereof determined on a consolidated basis
      in
      accordance with GAAP.




“ Transaction ”
shall
      mean a Transaction, as specified in Article
      1 of this
      Agreement.




“ Transaction
      Documents ”
shall
      mean, collectively, this Agreement, any applicable Annexes to this Agreement,
      the Custodial Agreement, the Servicing Agreement, the Depository Agreement,
      all
      Hedging Transactions and all Confirmations and assignment documentation executed
      pursuant to this Agreement in connection with specific
      Transactions.




“ Trust
      Receipt ”
shall
      mean a trust receipt issued by Custodian to Buyer confirming the Custodian’s
      possession of certain Purchased Asset Files that are the property of and held
      by
      Custodian for the benefit of Buyer (or any other holder of such trust receipt)
      or a bailment arrangement with counsel or other third party acceptable to Buyer
      in its sole discretion.




“ UCC ”
shall
      have the meaning specified in Article
      6(d) of this
      Agreement.




“ Underlying
      Mortgage Loan ”
shall
      mean, with respect to any B-Note, Junior Interest, Mezzanine Loan, CMBS or
      CRE
      CDO, a mortgage loan made in respect of the related Underlying Mortgaged
      Property.




“ Underlying
      Mortgaged Property ”
shall
      mean, in the case of:




(a)  a
      Senior
      Mortgage Loan or Condo Conversion Loan, the Mortgaged Property securing such
      Senior Mortgage Loan or Condo Conversion Loan, as applicable;




(b)  a
      Junior
      Interest, the Mortgaged Property securing such Junior Interest, or the Mortgaged
      Property securing the Mortgage Loan in which such Junior Interest represents
      a
      junior participation, as applicable;




(c)  a
      B-Note,
      the Mortgaged Property securing such B-Note;




(d)  a
      Mezzanine Loan, the Mortgaged Property that is owned by the Person the equity
      of
      which is pledged as collateral security for such Mezzanine Loan;




(e)  a
      CMBS,
      the Mortgaged Property securing the mortgage loans related to such
      security;




(f)  a
      CRE
      CDO, the Mortgaged Property securing the mortgage loans related to such
      security; and


22




(g)  a
      Construction Loan or Land Loan, the real estate and any improvements securing
      such Construction Loan or Land Loan, as applicable.




“ Underwriting
      Issues ”
shall
      mean, with respect to any Purchased Asset as to which Seller intends to request
      a Transaction, all material information that has come to Seller’s attention
      that, based on the making of reasonable inquiries and the exercise of reasonable
      care and diligence under the circumstances, would be considered a materially
      “negative” factor (either separately or in the aggregate with other
      information), or a material defect in loan documentation or closing deliveries
      (such as any absence of any material Purchased Asset Document(s)), to a
      reasonable institutional mortgage buyer in determining whether to originate
      or
      acquire the Purchased Asset in question.




“ Unsecured
      Credit Facility ”
shall
      mean the credit facility represented by the Revolving Credit Agreement, dated
      as
      of November 3, 2006, among NorthStar Realty Finance Corp., NorthStar Realty
      Finance Limited Partnership, NRFC Sub-REIT Corp. and NS Advisors, LLC, as
      borrowers, the lenders from time to time party thereto, KeyBank National
      Association, as administrative agent, Keybanc Capital Markets and Bank of
      America, N.A., as co-lead arrangers, KeyBank Capital Markets, as sole book
      manager, Bank of America, N.A., as syndication agent, and Citicorp North
      America, Inc., as documentation agent, as amended, modified, restated, replaced,
      waived, substituted, supplemented or extended from time to time, together with
      all other documents executed in connection therewith, as the same are amended,
      modified, restated, replaced, waived, substituted, supplemented or extended
      from
      time to time.




“ Wind
      Down Period ”
shall
      have the meaning specified in Article
      3(n)(ii) of this
      Agreement.




All
      references to articles, schedules and exhibits are to articles, schedules and
      exhibits in or to this Agreement unless otherwise specified. The words “hereof,”
“herein” and “hereunder” and words of similar import when used in this Agreement
      shall refer to this Agreement as a whole and not to any particular provision
      of
      this Agreement. All accounting terms not specifically defined herein shall
      be
      construed in accordance with generally accepted accounting principles.
      References to “good faith” in this Agreement shall mean “good faith” as defined
      in Section 1-201(19) of the UCC as in effect in the State of New York as of
      the
      date of the Agreement.




**ARTICLE
      3.**




**INITIATION;
      CONFIRMATION; TERMINATION; FEES** **;
      REDUCTION OF FACILITY AMOUNT**




Buyer’s
      agreement to enter into the initial Transaction hereunder is subject to the
      satisfaction, immediately prior to or concurrently with the making of such
      Transaction, of the condition precedent that Buyer shall have received from
      Seller payment of an amount equal to all fees and expenses payable hereunder,
      and all of the following documents, each of which shall be satisfactory in
      form
      and substance to Buyer and its counsel:




(a)  The
      following Transaction Documents, as well as certain other documents, delivered
      to Buyer:


23




(i)  this
      Agreement, duly completed and executed by each of the parties
      hereto;




(ii)  a
      Custodial Agreement, duly executed and delivered by each of the parties
      thereto;




(iii)  a
      Depository Agreement, duly completed and executed by each of the parties
      thereto;




(iv)  a
      Guarantee Agreement, duly completed and executed by each of the parties
      thereto;




(v)  an
      Interim Servicing Agreement, duly completed and executed by each of the parties
      thereto;




(vi)  any
      and
      all consents and waivers applicable to Seller or to the Purchased
      Assets;




(vii)  UCC
      Financing Statements for filing in each of the UCC Filing Jurisdictions
      described on Exhibit
      XIII hereto,
      each naming Seller as “Debtor” and Buyer as “Secured Party” and describing as
“Collateral” all of the items set forth in the definition of Collateral and
      Purchased Items in this Agreement, together with any other documents necessary
      or requested by Buyer to perfect the security interests granted by Seller in
      favor of Buyer under this Agreement or any other Transaction
      Document;




(viii)  any
      documents relating to any Hedging Transactions;




(ix)  opinions
      of outside counsel to Seller;




(x)  good
      standing certificates and certified copies of the charters and by-laws (or
      equivalent documents) of Seller and Guarantor and of all corporate or other
      authority for Seller and Guarantor with respect to the execution, delivery
      and
      performance of the Transaction Documents and each other document to be delivered
      by Seller and Guarantor from time to time in connection herewith (and Buyer
      may
      conclusively rely on such certificate until it receives notice in writing from
      Seller to the contrary);




(xi)  with
      respect to any Eligible Asset to be purchased hereunder on the related Purchase
      Date that is not serviced by Seller, Seller shall have provided to Buyer a
      copy
      of the related Servicing Agreement, certified as a true, correct and complete
      copy of the original, together with a Servicer Notice, fully executed by Seller
      and Servicer;




(xii)  Buyer
      shall have received payment from Seller of an amount equal to the amount of
      actual costs and expenses, including the reasonable fees and expenses of counsel
      to Buyer, incurred by Buyer in connection with the development, preparation
      and
      execution of this Agreement, the other Transaction Documents and any other
      documents prepared in connection herewith or therewith;


24




(xiii)  Buyer
      shall have received payment from Seller, as consideration for Buyer’s agreement
      to enter into this Agreement, an up-front structuring fee in an amount equal
      to
      $350,000 (calculated as ten (10) basis points (0.10%) multiplied by the Facility
      Amount), such amount to be paid to Buyer in U.S. Dollars on the Closing Date,
      in
      immediately available funds, without deduction, set-off or counterclaim (the
      “ Structuring
      Fee ”);
      and




(xiv)  all
      such
      other and further documents, documentation and legal opinions as Buyer in its
      discretion shall reasonably require.




(b)  Buyer’s
      agreement to enter into each Transaction (including the initial Transaction)
      is
      subject to the satisfaction of the following further conditions precedent,
      both
      immediately prior to entering into such Transaction and also after giving effect
      to the consummation thereof and the intended use of the proceeds of the
      sale:




(i)  The
      sum
      of (A) the unpaid Repurchase Price for all prior outstanding Transactions,
      (B)
      the requested Purchase Price for the pending Transaction and (C) all available
      and unfunded Future Funding Amounts under all prior outstanding Transactions
      shall not exceed an amount equal to the Facility Amount.




(ii)  Seller
      shall give Buyer no less than one (1) Business Day prior written notice of
      each
      Transaction (including the initial Transaction), together with a signed,
      properly completed, written confirmation in the form of Exhibit
      I attached
      hereto prior to each Transaction (a “ Confirmation ”)
      signed
      by a Responsible Officer of Seller. Each Confirmation shall describe the
      Purchased Assets, shall identify Buyer and Seller and shall be executed by
      both
      Buyer and Seller; provided , however ,
      that
      Buyer shall not be liable to Seller if it inadvertently acts on a Confirmation
      that has not been signed by a Responsible Officer; and




(iii)  Buyer
      shall have the right to review, as described in Exhibit
      VIII hereto,
      the Eligible Assets Seller proposes to sell to Buyer in any Transaction and
      to
      conduct its own due diligence investigation of such Eligible Assets as Buyer
      determines (“ Pre-Purchase
      Due Diligence ”).
      Buyer
      shall be entitled to make a determination, in the exercise of its sole
      discretion, that, in the case of a Transaction, it shall or shall not purchase
      any or all of the assets proposed to be sold to Buyer by Seller. On the Purchase
      Date for the Transaction, which shall be not less than one (1) Business Day
      following the final approval of an Eligible Asset by Buyer in accordance with Exhibit
      VIII hereto,
      the Eligible Assets shall be transferred to Buyer or the Custodian against
      the
      transfer of the Purchase Price to an account of Seller. Buyer shall inform
      Seller of its determination with respect to any such proposed Transaction solely
      in accordance with Exhibit
      VIII attached
      hereto. Upon the approval by Buyer of a particular proposed Transaction, Buyer
      shall deliver to Seller a signed copy of the related Confirmation described
      in
      clause (i) above, on or before the scheduled date of the underlying proposed
      Transaction. Prior to the approval of each proposed Transaction by
      Buyer:




(A)  Buyer
      shall have (i) determined, in its sole and absolute discretion, that the asset
      proposed to be sold to Buyer by Seller in such Transaction is an Eligible Asset
      and (ii) obtained internal credit approval, to be granted or denied in Buyer’s
      sole and absolute discretion, for the inclusion of such Eligible Asset as a
      Purchased Asset in a Transaction, without regard for any prior credit decisions
      by Buyer or any Affiliate of Buyer, and with the understanding that Buyer shall
      have the absolute right to change any or all of its internal underwriting
      criteria at any time, without notice of any kind to Seller;




25




(B)  Buyer
      shall have fully completed all external legal due diligence ;




(C)  Buyer
      shall have determined the Pricing Rate applicable to the Transaction (including
      the Applicable Spread) in accordance with Schedule I hereto
      or as otherwise agreed by Buyer and Seller;




(D)  no
      Default or Event of Default shall have occurred and be continuing under this
      Agreement or any other Transaction Document and no event shall have occurred
      which has, or would reasonably be expected to have, a Material Adverse
      Effect;




(E)  Seller
      shall have delivered to Buyer a list of all exceptions to the representations
      and warranties relating to the Purchased Asset and any other eligibility
      criteria for such Purchased Asset (the “ Requested
      Exceptions Report ”)
      and,
      except as specifically set forth therein, all such representations and
      warranties shall be true, correct and complete;




(F)  Buyer
      shall have waived all exceptions in the Requested Exceptions Report;




(G)  both
      immediately prior to the requested Transaction and also after giving effect
      thereto and to the intended use thereof, the representations and warranties
      made
      by Seller in Article 10 (other
      than Article
      10(b)(x)(D) ) ,
      as
      applicable, shall be true, correct and complete on and as of such Purchase
      Date
      in all material respects with the same force and effect as if made on and as
      of
      such date (or, if any such representation or warranty is expressly stated to
      have been made as of a specific date, as of such specific date);




(H)  subject
      to Buyer’s right to perform one or more due diligence reviews pursuant to Article 27 ,
      Buyer
      shall have completed its due diligence review of the Purchased Asset File,
      and
      such other documents, records, agreements, instruments, mortgaged properties
      or
      information relating to such Purchased Asset as Buyer in its sole discretion
      deems appropriate to review and such review shall be satisfactory to Buyer
      in
      its sole discretion and Buyer has consented in writing to the Eligible Asset
      becoming a Purchased Asset; provided ,
      that if
      Buyer’s diligence review of the Purchased Asset File requires the delivery of a
      mortgage file or the equivalent, Seller shall have the benefit of such delayed
      delivery provisions as are customary in pooling and servicing agreements (e.g.,
      while a promissory note (or analogous document directly evidencing the
      obligation) must be delivered as a condition of closing, an ancillary document
      or estoppels may be delivered within a reasonable time frame
      thereafter);


26




(I)  with
      respect to any Eligible Asset to be purchased hereunder on the related Purchase
      Date which is not serviced by Seller or an Affiliate thereof, Seller shall
      have
      provided to Buyer a copy of the related Servicing Agreement, certified as a
      true, correct and complete copy of the original, together with a Servicer
      Notice, fully executed by Seller and Servicer;




(J)  Seller
      shall have paid to Buyer all reasonable legal fees (subject to any Legal Fee
      Cap) and expenses and the reasonable costs and expenses incurred by Buyer in
      connection with the entering into of any Transaction hereunder, including,
      without limitation, costs associated with due diligence, recording or other
      administrative expenses necessary or incidental to the execution of any
      Transaction hereunder, which amounts, at Buyer’s option, may be withheld from
      the sale proceeds of any Transaction hereunder;




(K)  Buyer
      shall have determined, in its sole and absolute discretion, that no Margin
      Deficit shall exist, either immediately prior to or after giving effect to
      the
      requested Transaction;




(L)  Buyer
      shall have received from Custodian on each Purchase Date an Asset Schedule
      and
      Exception Report (as defined in the Custodial Agreement) with respect to each
      Purchased Asset, dated the Purchase Date, duly completed and with exceptions
      acceptable to Buyer in its sole discretion in respect of Eligible Assets to
      be
      purchased hereunder on such Business Day;




(M)  Buyer
      shall have received from Seller a Release Letter covering each Eligible Asset
      to
      be sold to Buyer;




(N)  Buyer
      shall not have reasonably determined that the introduction of, or a change
      in,
      any Requirement of Law or in the interpretation or administration of any
      Requirement of Law applicable to Buyer has made it unlawful, and no Governmental
      Authority shall have asserted that it is unlawful, for Buyer to enter into
      Transactions;




(O)  the
      Repurchase Date for such Transaction is not later than the Maturity Date (unless
      extended pursuant to the Wind Down Period in Article
      3(n)(ii) );




(P)  Seller
      shall have taken such other action as Buyer shall have reasonably requested
      in
      order to transfer the Purchased Assets pursuant to this Agreement and to perfect
      all security interests granted under this Agreement or any other Transaction
      Document in favor of Buyer with respect to the Purchased Assets;




(Q)  with
      respect to any Eligible Asset to be purchased hereunder, if such Eligible Asset
      was acquired by Seller, Seller shall have disclosed to Buyer the acquisition
      cost of such Eligible Asset (including therein reasonable supporting
      documentation required by Buyer, if any);


27




(R)  Buyer
      shall have received all such other and further documents, documentation and
      legal opinions (including, without limitation, opinions regarding the perfection
      of Buyer’s security interests) as Buyer in its reasonable discretion shall
      reasonably require;




(S)  Buyer
      shall have received a copy of any documents relating to any Hedging Transaction,
      and Seller shall have pledged and assigned to Buyer, pursuant to Article
      6 hereunder, all of Seller’s rights under each Hedging Transaction included within
      a Purchased Asset, if any;




(T)  no
      “Termination Event”, “Event of Default”, “Potential Event of Default” or any
      similar event by Seller, however denominated, shall have occurred and be
      continuing under any Hedging Transaction; and




(U)  the
      counterparty to Seller in any Hedging Transaction shall be an Affiliated Hedge
      Counterparty or a Qualified Hedge Counterparty, and, in the case of a Qualified
      Hedge Counterparty, in the event that such counterparty no longer qualifies
      as a
      Qualified Hedging Counterparty, then, at the election of Buyer, Seller shall
      ensure that such counterparty posts Additional Eligible Collateral in an amount
      satisfactory to Buyer under all its Hedging Transactions with Seller, or Seller
      shall immediately terminate the Hedging Transactions with such counterparty
      and
      enter into new Hedging Transactions with a Qualified Hedge
      Counterparty.




(c)  Buyer’s
      agreement to enter into each Future Funding Transaction described in part (i)
      of
      the definition thereof is subject to the satisfaction of the following
      conditions precedent, both immediately prior to entering into such Future
      Funding Transaction and also after giving effect to the consummation
      thereof:




(i)  Seller
      shall give Buyer written notice of each Future Funding Transaction, together
      with a signed, properly completed, written confirmation in the form of Exhibit
      XIV attached
      hereto prior to each Future Funding Transaction (a “ Future
      Funding Confirmation ”)
      signed
      by a Responsible Officer of Seller. Each Future Funding Confirmation shall
      identify the related Future Funding Loan, shall identify Buyer and Seller and
      shall be executed by both Buyer and Seller; provided , however ,
      that
      Buyer shall not be liable to Seller if it inadvertently acts on a Future Funding
      Confirmation that has not been signed by a Responsible Officer; and




(ii)  Buyer
      shall have the right to, as described in Exhibit
      XVIII hereto,
      conduct an additional due diligence investigation of the related Future Funding
      Loan as Buyer determines (“ Future
      Funding Due Diligence ”).
      On
      the Future Funding Date for the Future Funding Transaction, which shall occur
      following the final approval of the Future Funding Transaction by Buyer in
      accordance with Exhibit
      XVIII hereto,
      the Future Funding Amount shall be transferred by Buyer to Seller or, at
      Seller’s direction, to the related borrower. Buyer shall inform Seller of its
      determination with respect to any such proposed Future Funding Transaction
      solely in accordance with Exhibit
      XVIII attached
      hereto. Upon the approval by Buyer of a particular Future Funding Transaction,
      Buyer shall deliver to Seller a signed copy of the related Future Funding
      Confirmation described in clause (i) above, on or before the scheduled date
      of
      the underlying proposed Future Funding Transaction. Prior to the approval of
      each proposed Future Funding Transaction by Buyer:


28




(A)  Buyer
      shall have (i) determined, in its sole and absolute discretion, that the related
      Future Funding Loan is not a Defaulted Mortgage Asset and (ii) fully completed
      all external legal due diligence;




(B)  no
      Default or Event of Default shall have occurred and be continuing under this
      Agreement or any other Transaction Document and no event shall have occurred
      which has, or would reasonably be expected to have, a Material Adverse
      Effect;




(C)  both
      immediately prior to the requested Future Funding Transaction and also after
      giving effect thereto and to the intended use thereof, the representations
      and
      warranties made by Seller in E xhibit
      VI with
      respect to the related Future Funding Loan and Article
      10 (other
      than Article
      10(b)(x)(D) )
      of this
      Agreement ,
      as
      applicable, shall be true, correct and complete on and as of such Future Funding
      Date with the same force and effect as if made on and as of such date (or,
      if
      any such representation or warranty is expressly stated to have been made as
      of
      a specific date, as of such specific date);




(D)  Buyer
      shall have completed its Future Funding Due Diligence, and its review of any
      documents, records, agreements, instruments, mortgaged properties or information
      relating to such Future Funding Loan as Buyer in its sole discretion deems
      appropriate to review and such review shall be satisfactory to Buyer in its
      sole
      discretion and Buyer has consented in writing to the advance of
      funds;




(E)  Seller
      shall have paid to Buyer all legal fees and expenses and the reasonable costs
      and expenses incurred by Buyer in connection with the entering into of any
      Future Funding Transaction hereunder, including, without limitation, costs
      associated with due diligence, recording or other administrative expenses
      necessary or incidental to the execution of any Future Funding Transaction
      hereunder;




(F)  Buyer
      shall have determined, in its sole and absolute discretion, that no Margin
      Deficit shall exist, either immediately prior to or after giving effect to
      the
      requested Future Funding Transaction;




(G)  Buyer
      shall not have reasonably determined that the introduction of, or a change
      in,
      any Requirement of Law or in the interpretation or administration of any
      Requirement of Law applicable to Buyer has made it unlawful, and no Governmental
      Authority shall have asserted that it is unlawful, for Buyer to enter into
      Transactions;


29




(H)  Seller
      shall have taken any other action as Buyer shall have reasonably requested
      in
      order to perfect all security interests granted under this Agreement or any
      other Transaction Document in favor of Buyer with respect to the funds to be
      advanced;




(I)  Buyer
      shall have received all such other and further documents, documentation and
      legal opinions (including, without limitation, opinions regarding the perfection
      of Buyer’s security interests) as Buyer in its reasonable discretion shall
      reasonably require; and




(J)  Seller
      shall have delivered to Buyer a certificate of a Responsible Officer of Seller,
      certifying that the related borrower has met all conditions required under
      the
      related loan documents to be entitled to the advance of the Future Funding
      Amount.




Buyer’s
      agreement to enter into each Future Funding Transaction described in part (ii)
      of the definition thereof is subject to the satisfaction of the following
      conditions precedent, both immediately prior to entering into such Future
      Funding Transaction and also after giving effect to the consummation
      thereof:




(i)  Seller
      shall give Buyer written notice of each Future Funding Transaction, identifying
      the related Future Funding Loan; and




(ii)  Prior
      to
      the approval of each proposed Future Funding Transaction by Buyer:




(A)  Buyer
      shall have (i) determined, in its sole and absolute discretion, that the related
      Future Funding Loan is not a Defaulted Mortgage Asset and (ii) completed any
      additional due diligence or review of any documents, records, agreements,
      instruments, mortgaged properties or information relating to such Future Funding
      Loan as Buyer deems reasonably appropriate;




(B)  no
      Default or Event of Default shall have occurred and be continuing under this
      Agreement or any other Transaction Document and no event shall have occurred
      which has, or would reasonably be expected to have, a Material Adverse
      Effect;




(C)  both
      immediately prior to the requested Future Funding Transaction and also after
      giving effect thereto and to the intended use thereof, the representations
      and
      warranties made by Seller in E xhibit
      VI with
      respect to the related Future Funding Loan and Article
      10 (other
      than Article
      10(b)(x)(D) )
      of this
      Agreement ,
      as
      applicable, shall be true, correct and complete on and as of such Future Funding
      Date with the same force and effect as if made on and as of such date (or,
      if
      any such representation or warranty is expressly stated to have been made as
      of
      a specific date, as of such specific date);


30




(D)  Seller
      shall have paid to Buyer all legal fees and expenses and the reasonable costs
      and expenses incurred by Buyer in connection with the entering into of any
      Future Funding Transaction hereunder, including, without limitation, costs
      associated with due diligence, recording or other administrative expenses
      necessary or incidental to the execution of any Future Funding Transaction
      hereunder;




(E)  Buyer
      shall have determined, in its sole and absolute discretion, that no Margin
      Deficit shall exist, either immediately prior to or after giving effect to
      the
      requested Future Funding Transaction;




(F)  Buyer
      shall not have reasonably determined that the introduction of, or a change
      in,
      any Requirement of Law or in the interpretation or administration of any
      Requirement of Law applicable to Buyer has made it unlawful, and no Governmental
      Authority shall have asserted that it is unlawful, for Buyer to enter into
      Transactions;




(G)  Seller
      shall have taken any other action as Buyer shall have reasonably requested
      in
      order to perfect all security interests granted under this Agreement or any
      other Transaction Document in favor of Buyer with respect to the funds to be
      advanced; and




(H)  Buyer
      shall have received all such other and further documents, documentation and
      legal opinions (including, without limitation, opinions regarding the perfection
      of Buyer’s security interests) as Buyer in its reasonable discretion shall
      reasonably require.




(d)  With
      respect to any Transaction, the Pricing Rate shall be determined initially
      on
      the Pricing Rate Determination Date applicable to the first Pricing Rate Period
      for such Transaction, and shall be reset on the Pricing Rate Determination
      Date
      for all of the next succeeding Pricing Rate Periods for such Transaction. Buyer
      or its agent shall determine in accordance with the terms of this Agreement
      the
      Pricing Rate on each Pricing Rate Determination Date for the related Pricing
      Rate Period taking into account any changes in the applicable loan-to-cost
      ratio, the applicable net operating income debt yields or Rating Agency ratings
      shown on Schedule I ,
      as
      applicable, determined to be applicable to such Transaction in Buyer’s sole and
      absolute discretion, exercised in good faith, and notify Seller of such rate
      for
      such period each such Pricing Rate Determination Date; provided , however ,
      that
      Buyer shall have no affirmative obligation to determine whether there has been
      any change in the related terms or quality of the Purchased Asset to cause
      any
      change in the related loan-to-cost ratio, the applicable net operating income
      debt yields or Rating Agency ratings shown on Schedule I .




(e)  Each
      Confirmation and Future Funding Confirmation, together with this Agreement,
      shall be conclusive evidence of the terms of the Transaction or Future Funding
      Transaction, as applicable, covered thereby. In the event of any conflict
      between the terms of such Confirmation or Future Funding Confirmation and the
      terms of this Agreement, other than with respect to the Advance Rate or the
      applicable Price Differential set forth in the related Confirmation, this
      Agreement shall prevail.


31




(f)  Seller
      shall be entitled to terminate a Transaction on demand and repurchase the
      Purchased Asset subject to a Transaction on any Business Day prior to the
      Repurchase Date (an “ Early
      Repurchase Date ”); provided , however ,
      that:




(i)  Seller
      notifies Buyer in writing of its intent to terminate such Transaction and
      repurchase such Purchased Asset, setting forth the Early Repurchase Date and
      identifying with particularity the Purchased Asset to be repurchased on such
      Early Repurchase Date, no later than two (2) Business Days prior to such Early
      Repurchase Date; and




(ii)  on
      such
      Early Repurchase Date, Seller pays to Buyer an amount equal to the sum of the
      Repurchase Price for the applicable Purchased Asset and any other amounts
      payable under this Agreement (including, without limitation, Article 3(j) of this
      Agreement) with respect to such Purchased Asset against transfer to Seller
      or
      its agent of such Purchased Assets and any related Hedging
      Transactions.




Subject
      to its right to make determinations of Market Value with respect to any
      Purchased Asset that would trigger the obligation of Seller to repurchase a
      Purchased Asset prior to the scheduled Repurchase Date, or any other contractual
      right of Buyer under this Agreement to do so, Buyer shall not terminate a
      Transaction prior to the scheduled Termination Date unless an Event of Default
      has occurred.




(g)  On
      the
      Termination Date for any Transaction, termination of the Transaction will be
      effected by transfer to Seller or its agent of the Purchased Assets being
      repurchased 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 Article
      5 of this
      Agreement) against the simultaneous transfer of the Repurchase Price to an
      account of Buyer. Notwithstanding the definition of Repurchase Price herein,
      with respect to any determination of Repurchase Price that is made other than
      in
      connection with any calculation of a Margin Deficit, the Repurchase Price shall
      be determined without giving effect to clause (iv) or (v) of the definition
      of
      Repurchase Price herein. Notwithstanding the foregoing, provided that all
      of the extension conditions listed in clauses (i) through (iv) of this Article
      3(g) (collectively, the “ Termination
      Date Extension Conditions ”)
      shall
      have been satisfied, as determined by Buyer in its sole and absolute discretion,
      Seller may request to extend such Termination Date by no more than 364 days
      from
      the date of such extension request by giving written notice to Buyer of such
      request. Any failure by Buyer, in its sole and absolute discretion, to deliver
      to Seller an objection, rejection or consent to such extension request in
      writing within thirty (30) days of such request shall be deemed consent to
      Seller’s request to extend such Termination Date. Notwithstanding anything to
      the contrary in this Article
      3(g) ,
      in no
      event shall the Termination Date be extended beyond the Final Maturity Date.
      For
      purposes of the preceding sentence, the Termination Date Extension Conditions
      shall be deemed to have been satisfied if:




(i)  Seller
      shall have given Buyer written notice, not less than thirty (30) days prior
      but
      no more than one hundred and eighty (180) days prior to the originally scheduled
      Termination Date, of Seller’s desire to extend the Termination Date; and if
      Seller fails to give such notice, Seller shall be deemed to have elected not
      to
      extend the Termination Date;


32




(ii)  no
      Material Adverse Effect, Margin Deficit, Default or Event of Default under
      this
      Agreement shall have occurred and be continuing as of the date notice is given
      under subclause (i) above or as of the originally scheduled Termination Date
      and
      no “Termination Event,” “Event of Default” or “Potential Event of Default” or
      any similar event by Seller, however denominated, shall have occurred and be
      continuing under any Hedging Transaction;




(iii)  (A)
      with
      respect to a Purchased Asset subject to an extension described above, all
      representations and warranties contained in Exhibit
      VI shall be
      true, correct, complete and accurate in all material respects as of the
      scheduled Repurchase Date, subject to the applicable cure rights described
      below
      in Article
      13(a)(xv) ,
      and (B)
      all representations and warranties regarding Seller contained in Article
      10 shall be
      true, correct, complete and accurate in all material respects as of the
      scheduled Repurchase Date; and




(iv)  on
      the
      originally scheduled Termination Date, Seller pays to Buyer, on account of
      each
      Purchased Asset, an amount sufficient to reduce the Repurchase Price for each
      Purchased Asset to an amount equal to the applicable Advance Rate used to
      calculate the Purchase Price of such Purchased Asset multiplied by the Market
      Value for each such Purchased Asset then subject to a Transaction.




(h)  If
      prior
      to the first day of any Pricing Rate Period with respect to any Transaction,
      (i)
      Buyer shall have determined in the exercise of its reasonable business judgment
      (which determination shall be conclusive and binding upon Seller) that, by
      reason of circumstances affecting the relevant market, adequate and reasonable
      means do not exist for ascertaining the LIBO Rate for such Pricing Rate Period,
      or (ii) the LIBO Rate determined or to be determined for such Pricing Rate
      Period will not adequately and fairly reflect the cost to Buyer (as determined
      and certified by Buyer) of making or maintaining Transactions during such
      Pricing Rate Period, Buyer shall give telecopy or telephonic notice thereof
      to
      Seller as soon as practicable thereafter. If such notice is given, the Pricing
      Rate with respect to such Transaction for such Pricing Rate Period, and for
      any
      subsequent Pricing Rate Periods until such notice has been withdrawn by Buyer,
      shall be a per annum rate equal to the Federal Funds Rate plus the Applicable
      Spread (the “ Alternative
      Rate ”).




(i)  Notwithstanding
      any other provision herein, if the adoption of or any change in any Requirement
      of Law or in the interpretation or application thereof shall make it unlawful
      for Buyer to enter into or maintain Transactions as contemplated by the
      Transaction Documents, (a) the commitment of Buyer hereunder to enter into
      new
      Transactions and to continue Transactions as such shall forthwith be canceled,
      and (b) the Transactions then outstanding shall be converted automatically
      to
      Alternative Rate Transactions on the last day of the then current Pricing Rate
      Period or within such earlier period as may be required by law.




(j)  Upon
      demand by Buyer, Seller shall indemnify Buyer and hold Buyer harmless from
      any
      actual, out-of-pocket loss, cost or expense (including, without limitation,
      reasonable attorneys’ fees and disbursements, but which shall exclude any lost
      opportunity costs) that Buyer may sustain or incur as a consequence of (i) 
any payment of the Repurchase Price on any day other than a Remittance Date,
      including Breakage Costs, (ii) a default by Seller in selling Eligible Assets
      after Seller has notified Buyer of a proposed Transaction and Buyer has agreed
      to purchase such Eligible Assets in accordance with the provisions of this
      Agreement, (iii)  Buyer’s enforcement of the terms of any of the
      Transaction Documents, (iv) any actions taken to perfect or continue any
      lien created under any Transaction Documents, and/or (v) Buyer entering
      into any of the Transaction Documents or owning any Purchased Item, other than,
      in each case, any loss, cost or expense sustained by Buyer as a result of
      Buyer’s gross negligence, bad faith or willful misconduct. A certificate as to
      such costs, losses, damages and expenses, setting forth the calculations
      therefor shall be submitted promptly by Buyer to Seller and shall be prima
      facie
      evidence of the information set forth therein.


33




(k)  If
      the
      adoption of or any change in any Requirement of Law or in the interpretation
      or
      application thereof by any Governmental Authority or compliance by Buyer with
      any request or directive (whether or not having the force of law) from any
      central bank or other Governmental Authority having jurisdiction over Buyer
      made
      subsequent to the date hereof:




(i)  shall
      subject Buyer to any tax of any kind whatsoever with respect to the Transaction
      Documents, any Purchased Asset or any Transaction, or change the basis of
      taxation of payments to Buyer in respect thereof (except for income taxes and
      any changes in the rate of tax on Buyer’s overall net income);




(ii)  shall
      impose, modify or hold applicable any reserve, special deposit, compulsory
      loan
      or similar requirement against assets held by, deposits or other liabilities
      in
      or for the account of, advances, loans or other extensions of credit by, or
      any
      other acquisition of funds by, any office of Buyer that is not otherwise
      included in the determination of the LIBO Rate hereunder; or




(iii)  shall
      impose on Buyer any other condition;




and
      the
      result of any of the foregoing is to increase the cost to Buyer, by an amount
      that Buyer deems, in the exercise of its reasonable business judgment, to be
      material, of entering into, continuing or maintaining Transactions or to reduce
      any amount receivable under the Transaction Documents in respect thereof; then,
      in any such case, Seller shall promptly pay Buyer, upon its demand, any
      additional amounts necessary to compensate Buyer for such increased cost or
      reduced amount receivable. Such notification as to the calculation of any
      additional amounts payable pursuant to this subsection shall be submitted by
      Buyer to Seller and shall be prima facie evidence of such additional amounts.
      This covenant shall survive the termination of this Agreement and the repurchase
      by Seller of any or all of the Purchased Assets.




(l)  If
      Buyer
      shall have determined that the adoption of or any change in any Requirement
      of
      Law regarding capital adequacy or in the interpretation or application thereof
      or compliance by Buyer or any corporation controlling Buyer with any request
      or
      directive regarding capital adequacy (whether or not having the force of law)
      from any Governmental Authority made subsequent to the date hereof does or
      shall
      have the effect of reducing the rate of return on Buyer’s or such corporation’s
      capital as a consequence of its obligations hereunder to a level below that
      which Buyer or such corporation could have achieved but for such adoption,
      change or compliance (taking into consideration Buyer’s or such corporation’s
      policies with respect to capital adequacy) by an amount deemed by Buyer, in
      the
      exercise of its reasonable business judgment, to be material, then from time
      to
      time, after submission by Buyer to Seller of a written request therefor, Seller
      shall pay to Buyer such additional amount or amounts as will compensate Buyer
      for such reduction. Such notification as to the calculation of any additional
      amounts payable pursuant to this subsection shall be submitted by Buyer to
      Seller and shall be prima facie evidence of such additional amounts. This
      covenant shall survive the termination of this Agreement and the repurchase
      by
      Seller of any or all of the Purchased Assets.


34




(m)  If
      Seller
      repurchases Purchased Assets on a day other than the last day of a Pricing
      Rate
      Period, Seller shall indemnify Buyer and hold Buyer harmless from any actual
      losses, costs and/or expenses which Buyer sustains as a direct consequence
      thereof (“ Breakage
      Costs ”),
      in
      each case for the remainder of the applicable Pricing Rate Period. Buyer shall
      deliver to Seller a statement setting forth the amount and basis of
      determination of any Breakage Costs in reasonable detail, it being agreed that
      such statement and the method of its calculation shall be conclusive and binding
      upon Seller absent manifest error. This Article 3(m) shall
      survive termination of this Agreement and the repurchase of all Purchased Assets
      subject to Transactions hereunder.




(n)  (i)
      Notwithstanding the definition of Maturity Date herein, provided that all
      of the extension conditions listed in clauses (i) through (iv) of this Article
      3(n)(i) (collectively, the “ Maturity
      Date Extension Conditions ”)
      shall
      have been satisfied, as determined by Buyer in its sole and absolute discretion,
      Seller may request to extend such Maturity Date by no more than 364 days from
      the date of such extension request by giving written notice to Buyer of such
      request (such extension, an “ Extension
      Period ”).
      Any
      failure by Buyer, in its sole and absolute discretion, to deliver to Seller
      an
      objection, rejection or consent to such extension request in writing within
      thirty (30) days of such request shall be deemed consent to Seller’s request to
      extend such Maturity Date. Notwithstanding anything to the contrary in Article
      3(n)(i) hereof,
      in no event shall Seller be permitted to extend the Maturity Date for more
      than
      two (2) Extension Periods. For purposes of the preceding sentence, the Maturity
      Date Extension Conditions shall be deemed to have been satisfied
      if:




(A)  Seller
      shall have given Buyer written notice, not less than forty-five (45) days prior
      but no more than one hundred and eighty (180) days prior to the originally
      scheduled Termination Date, of Seller’s desire to extend the Termination Date;
      and if Seller fails to give such notice, Seller shall be deemed to have elected
      not to extend the Termination Date;




(B)  no
      Material Adverse Effect, Margin Deficit, Default or Event of Default under
      this
      Agreement shall have occurred and be continuing as of the date notice is given
      under subclause (i) above or as of the originally scheduled Termination Date
      and
      no “Termination Event,” “Event of Default” or “Potential Event of Default” or
      any similar event by Seller, however denominated, shall have occurred and be
      continuing under any Hedging Transaction;




(C)  all
      representations and warranties shall be true, correct, complete and accurate
      in
      all material respects as of the existing Maturity Date; and


35




(D)  on
      the
      originally scheduled Termination Date, Seller pays to Buyer, on account of
      each
      Purchased Asset, an amount sufficient to reduce the Repurchase Price for each
      Purchased Asset to an amount equal to the applicable Advance Rate used to
      calculate the Purchase Price of such Purchased Asset multiplied by the Market
      Value for each such Purchased Asset then subject to a Transaction.




(ii)  Upon
      written request of Seller delivered to Buyer at least thirty (30) days, but
      in
      no event earlier than sixty (60) days, prior to the then current Final Maturity
      Date (provided each extension has occurred in accordance with the terms of
      this
      Agreement), and so long as no Margin Deficit, Default or Event of Default and
      no
      event which has a Material Adverse Effect shall have occurred and be continuing
      on the then current Final Maturity Date, Buyer may in its sole discretion agree
      to extend the Final Maturity Date, for a period not to exceed 364 additional
      days (the “ Wind
      Down Period ”)
      by
      giving notice to Seller of such extension and of the end of the Wind Down Period
      determined by Buyer; provided ,
      that
      any failure by Buyer to deliver notice to Seller of any objection or rejection
      to such Wind Down Period within fifteen (15) days from the date first received
      by Buyer shall be deemed to be Buyer’s consent to extend the Final Maturity
      Date. In no event shall the Final Maturity Date be extended for more than one
      (1) Wind Down Period. Prior to the Wind Down Period, Seller shall pay down
      10%
      of the drawn Facility Amount on the Final Maturity Date. During the Wind Down
      Period, (i) Buyer shall not finance any additional Eligible Assets from Seller
      and (ii) for each of the four (4) successive calendar quarters, Seller is
      required to pay down 25% of the drawn Facility Amount (measured by the drawn
      amount of the Facility once Seller pays down the Facility Amount by 10% as
      specified above) at the end of each calendar quarter. Notwithstanding any other
      provision of this Article
      3(n)(ii) or
      otherwise herein, neither Buyer nor any of its Affiliates shall be under any
      obligation to extend the original Maturity Date, as the same may have been
      extended pursuant to this Article
      3(n)(ii) .




**ARTICLE
      4.**




**MARGIN
      MAINTENANCE**




(a)  If
      at any
      time Buyer’s Margin Amount for all Purchased Assets is less than the Repurchase
      Price for all Purchased Assets (a “ Margin
      Deficit ”),
      then
      Buyer may by notice to Seller in the form of Exhibit
      XII (a
“ Margin
      Deficit Notice ”)
      require Seller to, at Seller’s option, no later than three (3) Business Days
      following the receipt of a Margin Deficit Notice (the “ Margin
      Deadline ”)
      to the
      extent such Margin Deficit equals or exceeds the Minimum Transfer Amount, (i)
      transfer to Buyer for no additional consideration (by transfer to Buyer or
      its
      designee (including the Custodian) Additional Eligible Collateral, (ii)
      repurchase some or all of the Purchased Assets at their respective Repurchase
      Prices, (iii) make a payment in reduction of the Purchase
      Price (which payment may be paid by the withdrawal by Buyer of funds held in
      the
      Depository Account after allocation and payment of any allocated amounts then
      due and payable to Buyer and its Affiliates), or (iv) choose any combination
      of the foregoing, such that, after giving effect to such transfers, repurchases
      and payments, Buyer’s Margin Amount for all Purchased Assets, shall be equal to
      or greater than the related Repurchase Price for all Purchased
      Assets.


36




(b)  If
      at any
      time the aggregate Repurchase Price of all Purchased Assets subject to
      Transactions then outstanding exceeds the Facility Amount, then Buyer may,
      by
      delivery to Seller of a Margin Deficit Notice, require Seller to, at Seller’s
      option, no later than the Margin Deadline, (i) repurchase Purchased Assets
      at the Repurchase Price, (ii) make a payment in reduction of the Repurchase
      Price of one or more Purchased Assets, or (iii) choose any combination of
      the foregoing, so that, after giving effect to such repurchases and payments,
      the aggregate Repurchase Price of all Purchased Assets subject to Transactions
      then outstanding does not exceed the Facility Amount.




(c)  The
      failure of Buyer, on any one or more occasions, to exercise its rights
      hereunder, shall not change or alter the terms and conditions to which this
      Agreement is subject or limit the right of Buyer to do so at a later date.
      Seller and Buyer each agree that a failure or delay by Buyer to exercise its
      rights hereunder shall not limit or waive Buyer’s rights under this Agreement or
      otherwise existing by law or in any way create additional rights for
      Seller.




**ARTICLE
      5.**




**INCOME
      PAYMENTS AND PRINCIPAL PAYMENTS**




(a)  The
      Depository Account shall be established at the Depository pursuant to the
      Depository Agreement concurrently with the execution and delivery of this
      Agreement by Seller and Buyer. Buyer shall have sole dominion and control over
      the Depository Account, which shall be subject to the Depository Agreement.
      All
      Income in respect of the Purchased Assets and any payments made to Seller in
      respect of associated Hedging Transactions, as well as any interest received
      from the reinvestment of such Income, shall be deposited directly into the
      Depository Account and shall be remitted by the Depository in accordance with
      the applicable provisions of Articles 5(b) , 5(c) , 5(d) , 5(e) , 5(f) , 5(g) and 5(h) of this
      Agreement.




(b)  With
      respect to Purchased Assets, each Mortgagor, issuer of a participation, servicer
      and trustee with respect to the Purchased Asset or borrower under a Purchased
      Asset shall have previously received from Seller an irrevocable direction
      letter, instructing, as applicable, the Mortgagor, issuer of a participation,
      servicer or trustee with respect to the Purchased Asset or borrower to pay
      all
      amounts payable under the related Purchased Asset to Servicer pursuant to the
      Servicing Agreement, for immediate deposit by Servicer into the Depository
      Account pursuant to the Servicing Agreement. If a Mortgagor, issuer of a
      participation, servicer or trustee with respect to the Purchased Asset or
      borrower forwards any Income with respect to a Purchased Asset to Seller or
      any
      Affiliate of Seller rather than directly to the Depository Account, Seller
      shall, or shall cause such Affiliate to, (i) deliver an additional
      irrevocable direction letter to the applicable Mortgagor, issuer of a
      participation, servicer or trustee with respect to the Purchased Asset or
      borrower and make other best efforts to cause such Mortgagor, issuer of a
      participation, servicer or trustee with respect to the Purchased Asset or
      borrower to forward such amounts directly to the Depository Account and (ii)
      immediately deposit in the Depository Account any such amounts.




(c)  So
      long
      as no Event of Default or CF Sweep Event with respect to any Purchased Asset
      shall have occurred and be continuing, all Income received by the Depository
      in
      respect of the Purchased Assets (other than scheduled or unscheduled Principal
      Payments and net sale proceeds) and the associated Hedging Transactions during
      each Collection Period shall be applied by the Depository on the related
      Remittance Date in the following order of priority:


37




(i)  *first* , *pro
      rata* ,
      (i) to
      Buyer, an amount equal to the Price Differential that has accreted and is
      outstanding as of such Remittance Date and (ii) to any Affiliated Hedge
      Counterparty, any amount then due and payable to an Affiliated Hedge
      Counterparty under any Hedging Transaction related to a Purchased
      Asset;




(ii)  *second* ,
      to
      Buyer, an amount equal to any other amounts due and owing to Buyer or its
      Affiliates under any Transaction Document; and




(iii)  *third* ,
      to
      Seller, the remainder, if any.




(d)  So
      long
      as no Event of Default or CF Sweep Event shall have occurred and be continuing,
      any unscheduled Principal Payments and any Principal Payment due on the maturity
      date of a Purchased Asset shall be applied by the Depository on the Business
      Day
      next following the Business Day on which such funds are deposited in the
      Depository Account in the following order of priority:




(i)  *first* , *pro
      rata* ,
      to
      Buyer, until the Purchase Price for such Purchased Asset has been reduced to
      the
      Target Price for such Purchased Asset as of the date of such payment (as
      determined by Buyer after giving effect to such Principal Payment and
      application of net sales proceeds, if applicable) and, solely with respect
      to
      any Hedging Transaction with an Affiliated Hedge Counterparty related to such
      Purchased Asset, an amount equal to any accrued and unpaid breakage costs under
      such Hedging Transaction related to such Purchased Asset;




(ii)  *second* ,
      to
      Buyer, until the related Purchase Price for any other Purchased Asset as to
      which the Repurchase Price exceeds the Target Price (for this purpose, making
      such payment in the order of those Purchased Assets with the largest to smallest
      excess of Repurchase Price over Target Price), until the aggregate Repurchase
      Price for all of such Purchased Assets has been reduced to the aggregate Target
      Price for all of the Purchased Assets, respectively as of the date of such
      payment (as determined by Buyer after giving effect to such Principal Payment
      and application of net sale proceeds, if applicable);




(iii)  *third* ,
      to make
      payment to Buyer of any other amounts due and owing to Buyer or its Affiliates
      under any Transaction Document; and




(iv)  *fourth* ,
      to
      Seller, the remainder of such Principal Payments or net sale proceeds, if
      applicable.




(e)  So
      long
      as no Event of Default or CF Sweep Event shall have occurred and be continuing,
      any scheduled Principal Payments and any net sale proceeds in excess of the
      related Repurchase Price in respect of any Purchased Assets that is a portion
      of
      the Income received by the Depository during each Collection Period shall be
      applied by the Depository on the Remittance Date in the following order of
      priority:


38




(i)  *first* , *pro
      rata* ,
      to
      Buyer, until the Purchase Price for such Purchased Asset has been reduced to
      the
      Target Price for such Purchased Asset as of the date of such payment (as
      determined by Buyer after giving effect to such Principal Payment and
      application of net sales proceeds, if applicable) and, solely with respect
      to
      any Hedging Transaction with an Affiliated Hedge Counterparty related to such
      Purchased Asset, an amount equal to any accrued and unpaid breakage costs under
      such Hedging Transaction related to such Purchased Asset;




(ii)  *second* ,
      to
      Buyer, until the related Purchase Price for any other Purchased Asset as to
      which the Repurchase Price exceeds the Target Price (for this purpose, making
      such payment in the order of those Purchased Assets with the largest to smallest
      excess of Repurchase Price over Target Price), until the aggregate Repurchase
      Price for all of such Purchased Assets has been reduced to the aggregate Target
      Price for all of the Purchased Assets, respectively as of the date of such
      payment (as determined by Buyer after giving effect to such Principal Payment
      and application of net sale proceeds, if applicable);




(iii)  *third* ,
      to make
      payment to Buyer of any other amounts due and owing to Buyer or its Affiliates
      under any Transaction Document; and




(iv)  *fourth* ,
      to
      Seller, the remainder of such Principal Payments or net sale proceeds, if
      applicable.




(f)  If
      Buyer
      shall have determined that a CF Sweep Event shall have occurred, but no Event
      of
      Default shall have occurred and be continuing, all Income (excluding Principal
      Payments and any net sale proceeds in excess of the related Repurchase Price)
      received by the Depository in respect of the Purchased Assets and the associated
      Hedging Transactions shall be applied by the Depository on the related
      Remittance Date in the following order of priority:




(i)  *first* , *pro
      rata* ,
      (i) to
      Buyer, an amount equal to the Price Differential that has accreted and is
      outstanding in respect of all of the Purchased Assets as of such Business Day
      and (ii) to any Affiliated Hedge Counterparty, any amounts then due and payable
      to such Affiliated Hedge Counterparty under any Hedging Transaction related
      to
      such Purchased Asset;




(ii)  *second* ,
      to
      Buyer, an amount equal to the Repurchase Price of each Purchased Asset until
      the
      Repurchase Price for such Purchased Asset has been reduced to the Target Price
      for such Purchased Asset as of the date of such payment (as determined by Buyer
      after giving effect to such Principal Payment and application of net sale
      proceeds, if any);




(iii)  *third* ,
      to
      Buyer, an amount equal to any other amounts due and owing to Buyer or its
      Affiliates under any Transaction Document; and




(iv)  *fourth* ,
      to
      Seller, any remainder.




(g)  Upon
      the
      occurrence and continuance of a CF Sweep Event, but no Event of Default shall
      have occurred and be continuing, all Principal Payments and any net sale
      proceeds in excess of the related Repurchase Price received by the Depository
      in
      respect of the Purchased Assets and the associated Hedging Transactions shall
      be
      applied by the Depository on the related Remittance Date in the following order
      of priority:


39




(i)  *first* , *pro
      rata* ,
      to
      Buyer, an amount equal to the Price Differential that has accreted and is
      outstanding in respect of all of the Purchased Assets as of such Business Day
      and any amounts then due and payable to an Affiliated Hedge Counterparty under
      any Hedging Transaction related to such Purchased Asset;




(ii)  *second* ,
      to
      Buyer, on account of the Repurchase Price of each Purchased Asset until the
      Repurchase Price for such Purchased Asset has been reduced to the Target Price
      for such Purchased Asset as of the date of such payment (as determined by Buyer
      after giving effect to such Principal Payment and application of net sale
      proceeds, if any);




(iii)  *third* ,
      to
      Buyer, an amount equal to any other amounts due and owing to Buyer or its
      Affiliates under any Transaction Document; and




(iv)  *fourth* ,
      to
      remit to Seller any remainder.




(h)  If
      an
      Event of Default shall have occurred and be continuing, all Income received
      by
      the Depository in respect of the Purchased Assets and the associated Hedging
      Transactions shall be applied by the Depository on the Business Day next
      following the Business Day on which such funds are deposited in the Depository
      Account in the following order of priority:




(i)  *first* , *pro
      rata* ,
      (i) to
      Buyer, an amount equal to the Price Differential that has accreted and is
      outstanding in respect of all of the Purchased Assets as of such Business Day
      and (ii) to any Affiliated Hedge Counterparty, any amounts then due and payable
      to an Affiliated Hedge Counterparty under any Hedging Transaction related to
      such Purchased Asset;




(ii)  *second* ,
      to
      Buyer on account of the Repurchase Price of the Purchased Assets until the
      Repurchase Price for all of the Purchased Assets has been reduced to
      zero;




(iii)  *third* ,
      to
      Buyer, an amount equal to any other amounts due and owing to Buyer or its
      Affiliates under any Transaction Document; and




(iv)  *fourth* ,
      to
      remit to Seller any remainder.




(i)  Notwithstanding
      the provisions of this Article
      5 ,
      in no
      event shall any Income or other amounts be distributed to Seller pursuant to Article
      5 if there
      is a Margin Deficit or an Event of Default, without regard to any applicable
      cure period, or any event which, over the passage of time, could cause a Margin
      Deficit or an Event of Default.




40




**ARTICLE
      6.**




**SECURITY
      INTEREST**




(a)  Buyer
      and
      Seller intend that the Transactions hereunder be sales to Buyer of the Purchased
      Assets and not loans from Buyer to Seller secured by the Purchased Assets.
      However, in order to preserve Buyer’s rights under this Agreement in the event
      that a court or other forum re-characterizes the Transactions hereunder as
      loans
      and as security for the performance by Seller of all of Seller’s obligations to
      Buyer under the Transaction Documents and the Transactions entered into
      hereunder, or in the event that a transfer of a Purchased Asset is otherwise
      ineffective to effect an outright transfer of such Purchased Asset to Buyer,
      Seller hereby assigns, pledges and grants a security interest in all of its
      right, title and interest in, to and under the Purchased Items (as defined
      below) to Buyer to secure the payment of the Repurchase Price on all
      Transactions to which it is a party and all other amounts owing by it to Buyer
      hereunder, including, without limitation, amounts owing pursuant to Article
      26 ,
      and
      under the other Transaction Documents, including any obligations of Seller
      under
      any Hedging Transaction entered into with any Affiliated Hedge Counterparty
      (including, without limitation, all amounts anticipated to be paid to Buyer
      by
      an Affiliated Hedge Counterparty as provided for in the definition of Repurchase
      Price) (collectively, the “ Repurchase
      Obligations ”).
      All
      of Seller’s right, title and interest in, to and under each of the following
      items of property, whether now owned or hereafter acquired, now existing or
      hereafter created and wherever located, is hereinafter referred to as the
“ Purchased
      Items ”:




(i)  the
      Purchased Assets and all “securities accounts” (as defined in
      Article 8-501(a) of the UCC) to which any or all of the Purchased Assets
      are credited;




(ii)  any
      and
      all Additional Eligible Collateral transferred to Buyer in accordance with Article
      4(a) ;




(iii)  the
      Purchased Asset Documents, Servicing Agreements, Servicing Records, insurance
      relating to the Purchased Assets, and collection and escrow accounts and letters
      of credit relating to the Purchased Assets;




(iv)  all
      “general intangibles”, “accounts”, “chattel paper”, “investment property”,
“instruments” and “deposit accounts”, each as defined in the UCC, relating to or
      constituting any and all of the foregoing; and




(v)  all
      replacements, substitutions or distributions on or proceeds, payments, Income
      and profits of, and records (but excluding any financial models or other
      proprietary information) and files relating to any and all of any of the
      foregoing.




(b)  Without
      limiting Article
      6(a) hereto,
      to secure payment of the Repurchase Obligations owing to Buyer, Seller hereby
      grants to Buyer a security interest in all of Seller’s right, title and interest
      in, to and under each of the following items of property, whether now owned
      or
      hereafter acquired, now existing or hereafter created and wherever located,
      hereinafter referred to as the “ Collateral ”:




(i)  the
      Depository Account and all monies from time to time on deposit in the Depository
      Account;


41




(ii)  the
      Purchased Items;




(iii)  any
      and
      all Additional Eligible Collateral transferred to Buyer in accordance with Article
      4(a) ;




(iv)  any
      and
      all replacements, substitutions, distributions on, income relating to or
      proceeds of any and all of the foregoing; and




(v)  Seller’s
      right under each Hedging Transaction, if any, relating to the Purchased Assets
      to secure the Repurchase Obligations.




(c)  Buyer
      agrees to act as agent for and on behalf of the Affiliated Hedge Counterparties
      with respect to the security interest granted hereby to secure the obligations
      owing to the Affiliated Hedge Counterparties under any Hedging Transactions,
      including, without limitation, with respect to the Purchased Assets and the
      Purchased Asset Files held by the Custodian pursuant to the Custodial
      Agreement.




(d)  Buyer’s
      security interest in the Collateral and Purchased Items shall terminate only
      upon termination of Seller’s obligations under this Agreement, all Hedging
      Transactions 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
      return the Purchased Assets to Seller and reconvey the Purchased Items to Seller
      and release its security interest in the Collateral. For purposes of the grant
      of the security interest pursuant to this Article
      6 ,
      this
      Agreement shall be deemed to constitute a security agreement under the New
      York
      Uniform Commercial Code (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) Buyer, at Seller’s 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 Seller upon completion thereof, and
      (b)
      Seller shall from time to time take such further actions as may be 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).




**ARTICLE
      7.**




**PAYMENT,
      TRANSFER AND CUSTODY**




(a)  On
      the
      Purchase Date for each Transaction, ownership of the Purchased Asset shall
      be
      transferred to Buyer or its designee (including the Custodian) against the
      simultaneous transfer of the Purchase Price to an account of Seller specified
      in
      the Confirmation relating to such Transaction.




(b)  On
      or
      before each Purchase Date, Seller shall deliver or cause to be delivered to
      Buyer or its designee the Custodial Delivery in the form attached hereto as Exhibit
      IV , provided ,
      that
      notwithstanding the foregoing, upon request of Seller, Buyer in its sole but
      good faith discretion may elect to permit Seller to make such delivery by not
      later than the third (3rd) Business Day after the related Purchase Date, so
      long
      as Seller causes an Acceptable Attorney, Title Company or other Person
      acceptable to Buyer to deliver to Buyer and the Custodian a Bailee Letter on
      or
      prior to such Purchase Date. Subject to Article
      7(c) ,
      in
      connection with each sale, transfer, conveyance and assignment of a Purchased
      Asset, on or prior to each Purchase Date with respect to such Purchased Asset,
      Seller shall deliver or cause to be delivered and released to the Custodian
      the
      following original documents (collectively, the “ Purchased
      Asset File ”),
      pertaining to each of the Purchased Assets identified in the Custodial Delivery
      delivered therewith, together with any other documentation in respect of such
      Purchased Asset requested by Buyer, in Buyer’s sole but good faith
      discretion:


42




With
      respect to each Purchased Asset that is a Senior Mortgage Loan, Condo Conversion
      Loan or Land Loan:




(i)  The
      original Mortgage Note (and if applicable, one or more allonges) bearing all
      intervening endorsements, endorsed “Pay to the order of _________ without
      recourse” and signed in the name of the last endorsee (the “ Last
      Endorsee ”)
      by an
      authorized Person (in the event that the Purchased Asset was acquired by the
      Last Endorsee in a merger, the signature must be in the following form: “[Last
      Endorsee], successor by merger to [name of predecessor]”; in the event that the
      Purchased Asset was acquired or originated by the Last Endorsee while doing
      business under another name, the signature must be in the following form: “[Last
      Endorsee], formerly known as [previous name]”).




(ii)  An
      original of any guarantee executed in connection with the Mortgage Note (if
      any).




(iii)  The
      original Mortgage with evidence of recording thereon, or a copy thereof together
      with an officer’s certificate of Seller certifying that such represents a true
      and correct copy of the original and that such original has been submitted
      for
      recordation in the appropriate governmental recording office of the jurisdiction
      where the underlying real estate directly or indirectly securing or supporting
      such Purchased Asset is located.




(iv)  The
      originals of all assumption, modification, consolidation or extension agreements
      with evidence of recording thereon, or copies thereof together with an officer’s
      certificate of Seller certifying that such represent true and correct copies
      of
      the originals and that such originals have each been submitted for recordation
      in the appropriate governmental recording office of the jurisdiction where
      the
      underlying real estate directly or indirectly securing or supporting such
      Purchased Asset is located.




(v)  The
      original Assignment of Mortgage in blank for each Purchased Asset, in form
      and
      substance acceptable for recording and otherwise acceptable to Buyer and signed
      in the name of the Last Endorsee (in the event that the Purchased Asset was
      acquired by the Last Endorsee in a merger, the signature must be in the
      following form: “[Last Endorsee], successor by merger to [name of predecessor]”;
      in the event that the Purchased Asset was acquired or originated while doing
      business under another name, the signature must be in the following form: “[Last
      Endorsee], formerly known as [previous name]”).


43




(vi)  The
      originals of all intervening assignments of mortgage with evidence of recording
      thereon, or copies thereof together with an officer’s certificate of Seller
      certifying that such represent true and correct copies of the originals and
      that
      such originals have each been submitted for recordation in the appropriate
      governmental recording office of the jurisdiction where the underlying real
      estate directly or indirectly securing or supporting such Purchased Asset is
      located.




(vii)  The
      original attorney’s opinion of title and abstract of title or the original
      mortgagee title insurance policy, or if the original mortgagee title insurance
      policy has not been issued, the irrevocable marked commitment to issue the
      same.




(viii)  The
      original of any security agreement, chattel mortgage or equivalent document
      executed in connection with the Purchased Asset.




(ix)  The
      original assignment of leases and rents, if any, with evidence of recording
      thereon, or a copy thereof together with an officer’s certificate of Seller,
      certifying that such copy represents a true and correct copy of the original
      and
      that such original has been submitted for recordation in the appropriate
      governmental recording office of the jurisdiction where the underlying real
      estate directly or indirectly securing or supporting such Purchased Asset is
      located.




(x)  The
      originals of all intervening assignments of assignment of leases and rents,
      if
      any, or copies thereof, with evidence of recording thereon.




(xi)  A
      copy of
      the UCC financing statements, certified as true and correct by Seller, and
      all
      necessary UCC continuation statements with evidence of filing thereon or copies
      thereof certified by Seller that such financing statements have been sent for
      filing, and UCC assignments, which UCC assignments shall be in form and
      substance acceptable for filing.




(xii)  An
      environmental indemnity agreement (if any).




(xiii)
      An
      omnibus assignment in blank (if any).




(xiv)
      A
      disbursement letter from the Mortgagor to the original mortgagee (if
      any).




(xv)  Mortgagor’s
      certificate or title affidavit (if any).




(xvi)
      A
      survey of the underlying real estate directly or indirectly securing or
      supporting such Purchased Asset (if any) as accepted by the title company for
      issuance of the Title Policy.




(xvii)
      A
      copy of the Mortgagor’s opinion of counsel (if any).




(xviii)
      An assignment of permits, contracts and agreements (if any).


44




With
      respect to each Purchased Asset that is a Construction Loan (or, at Buyer’s
      discretion, that is a Condo Conversion Loan or Land Loan), in addition to items
      (i) through (xviii) above:




(i)  A
      copy of
      the original general contractor consent.




(ii)  A
      copy of
      the original architect consent.




(iii)  Copies
      of
      the original trade contractors consents.




(iv)  A
      copy of
      the initial draw request (including the borrower’s affidavit and other backup
      documentation).




(v)  A
      copy of
      a feasibility study conducted by an independent architectural and/or engineering
      consultant as to the feasibility, both structural and financial, of the proposed
      construction.




(vi)  Certified
      copies of final plans, specifications and drawings (including existing change
      orders).




(vii)  A
      copy of
      the construction schedule.




(viii)
      A
      certified copy of the guaranteed maximum price construction
      contract.




(ix)  Copies
      of
      exhibits to the general contractor contract.




(x)  A
      copy of
      the general contractor letter of intent.




(xi)  Copies
      of
      construction permits.




(xii)  A
      copy of
      the form of management agreement.




(xiii)
      A
      certified copy of the architect contract.




(xiv)
      Copies of each existing trade contract.




(xv)  A
      copy of
      the trade payment breakdown and schedule of other project costs.




(xvi)
      A
      copy of the zoning evidence or zoning report.




(xvii)
      Copies of certificates of occupancy and other permits, approvals and licenses,
      as applicable.




(xviii)
      Copies of engineer’s reports on soil condition and plans and specifications
      (including any seismic reports).




(xix)
      Copies of environmental reports.


45




(xx)  Evidence
      of insurance (including for general contractor and major trade
      contractors).




(xxi)
      A
      copy of the tract map and current survey.




(xxii)
      A
      copy of flood hazard certifications.




(xxiii)
      A
      copy of any memorandum regarding results of environmental  assessment.




(xxiv)
      Evidence satisfactory to Buyer relating to utility services, electric, gas,
      water, telephone and sewerage and utility letters.




(xxv)
      A
      copy of approvals of plans by zoning board, any architectural control committee,
      and tenant under any existing lease.




With
      respect to each Purchased Asset that is a B-Note/Junior Interest:




(i)  with
      respect to a B-Note, the original Mortgage Note or participation certificate
      (or
      assignment, if a syndicated loan) and guarantee, if any, described in the second
      paragraph of this Article
      7(b) ,
      and
      with respect to a B-Note or a junior participation interest, to the extent
      applicable, a copy of all of the documents described in clauses (iii), (iv),
      (vii), (viii), (ix), (x), (xi), (xii), (xiii), (xiv), (xv), (xvi), (xvii) and
      (xviii) of the second paragraph of this Article
      7(b) with
      respect to a Purchased Asset.




(ii)  with
      respect to a junior participation, the original participation certificate,
      if
      any, together with the original of any participation agreement, intercreditor
      agreement and/or servicing agreement executed in connection with the Purchased
      Asset.




(iii)  the
      assignment of Purchased Asset, in blank, sufficient to transfer to Buyer all
      of
      Seller’s rights, title and interest in and to the Purchased Asset.




With
      respect to each Purchased Asset that is a Mezzanine Loan:




(i)  The
      original Mezzanine Note (and if applicable, one or more allonges) signed in
      connection with the Purchased Asset bearing all intervening endorsements,
      endorsed “Pay to the order of __________ without recourse” and signed in the
      name of the Last Endorsee by an authorized Person (in the event that the
      Mezzanine Note was acquired by the Last Endorsee in a merger, the signature
      must
      be in the following form: “[Last Endorsee], successor by merger to [name of
      predecessor]”; in the event that the Purchased Asset was acquired or originated
      by the Last Endorsee while doing business under another name, the signature
      must
      be in the following form: “[Last Endorsee], formerly known as [previous
      name]”).




(ii)  The
      original of the loan agreement and the guarantee, if any, executed in connection
      with the Purchased Asset.


46




(iii)  The
      original intercreditor or loan coordination agreement, if any, executed in
      connection with the Purchased Asset.




(iv)  The
      original security agreement executed in connection with the Purchased
      Asset.




(v)  Copies
      of
      all documents relating to the formation and organization of the borrower of
      such
      Purchased Asset, together with all consents and resolutions delivered in
      connection with such borrower’s obtaining the Purchased Asset.




(vi)  All
      other
      documents and instruments evidencing, guaranteeing, insuring or otherwise
      constituting or modifying or otherwise affecting such Purchased Asset, or
      otherwise executed or delivered in connection with, or otherwise relating to,
      such Purchased Asset, including all documents establishing or implementing
      any
      lockbox pursuant to which Seller is entitled to receive any payments from cash
      flow of the underlying real property.




(vii)  The
      assignment of Purchased Asset sufficient to transfer to Buyer all of Seller’s
      rights, title and interest in and to the Purchased Asset.




(viii)
      A
      copy of the borrower’s opinion of counsel (if any).




(ix)  A
      copy of
      the UCC financing statements, certified as true and correct by Seller, and
      all
      necessary UCC continuation statements with evidence of filing thereon or copies
      thereof certified by Seller that such financing statements have been sent for
      filing, and UCC assignments, which UCC assignments shall be in form and
      substance acceptable for filing.




(x)  The
      original certificates representing the pledged equity interests (if
      any).




(xi)  Stock
      powers (or their equivalent) relating to each pledged equity interest, executed
      in blank, if an original stock certificate (or its equivalent) is
      provided.




(xii)  Assignment
      of any agreements among equity interest holders or other material
      contracts.




(xiii)
      If
      no original stock certificate (or its equivalent) is provided, evidence (which
      may be an officer’s certificate confirming such circumstances) that the pledged
      ownership interests have been transferred to, or otherwise made subject to
      a
      first priority security interest in favor of, Seller.




With
      respect to each Purchased Asset that is a CMBS:




(i)  With
      respect to (A) any CMBS that is in physical form, the original certificate,
      bond
      or other physical form of such CMBS, which shall (1) be endorsed (either on
      the face thereof or pursuant to a separate allonge) by the most recent endorsee
      prior to Seller, without recourse, to the order of Seller and further reflect
      a
      complete, unbroken chain of endorsement from the originator to Seller and
      (2) be accompanied by a separate allonge pursuant to which Seller has
      endorsed such certificate, without recourse, in blank, or, (B) with respect
      to
      any CMBS registered with DTC, evidence of re-registration to the securities
      intermediary in Buyer’s name, denoting same with a “repo” code.


47




(ii)  to
      the
      extent in Seller’s possession, true and correct copies of the pooling and
      servicing agreement or indenture and all other material documents (including,
      without limitation, opinions of counsel) or agreements related to the creation
      or issuance of the CMBS or otherwise affecting the rights (including, without
      limitation, the security interests) of any holder thereof.




(iii)  to
      the
      extent in Seller’s possession, as applicable, true and correct copies of any
      assignment, assumption, modification, consolidation or extension made prior
      to
      the Purchase Date in respect of any document or agreement referred to in clause
      (ii) above, in each case, if the document or agreement being assigned, assumed,
      modified, consolidated or extended is recordable, with evidence of recording
      thereon (unless the particular item has not been returned from the applicable
      recording office).




(iv)  as
      applicable, an original assignment of each agreement referred to in clause
      (iii)
      above, in recordable form if the agreement being assigned is a recordable
      document, executed in blank by Seller.




(v)  with
      respect to any CMBS that is in physical form, a blank endorsement which, when
      properly completed and delivered, is sufficient to cause Buyer to become the
      registered holder of the CMBS.




(vi)  any
      other
      documents that Buyer may request Seller to deliver to Custodian from time to
      time with respect to any CMBS.




With
      respect to each Purchased Asset that is a CRE CDO:




(i)  With
      respect to any (A) CRE CDO that is in physical form, the original certificate,
      bond or other physical form of such CRE CDO, which shall (1) be endorsed
      (either on the face thereof or pursuant to a separate allonge) by the most
      recent endorsee prior to Seller, without recourse, to the order of Seller and
      further reflect a complete, unbroken chain of endorsement from the originator
      to
      Seller and (2) be accompanied by a separate allonge pursuant to which
      Seller has endorsed such certificate, without recourse, in blank, or, (B) with
      respect to any CRE CDO registered with DTC, evidence of re-registration to
      the
      securities intermediary in Buyer’s name denoting same with a “repo”
code.




(ii)  to
      the
      extent in Seller’s possession, true and correct copies of the indenture and all
      other material documents (including, without limitation, opinions of counsel)
      or
      agreements related to the creation or issuance of the CRE CDO or otherwise
      affecting the rights (including, without limitation, the security interests)
      of
      any holder thereof.




(iii)  to
      the
      extent in Seller’s possession, as applicable, true and correct copies of any
      assignment, assumption, modification, consolidation or extension made prior
      to
      the Purchase Date in respect of any document or agreement referred to in clause
      (ii) above, in each case, if the document or agreement being assigned, assumed,
      modified, consolidated or extended is recordable, with evidence of recording
      thereon (unless the particular item has not been returned from the applicable
      recording office).


48




(iv)  as
      applicable, an original assignment of each agreement referred to in clause
      (iii)
      above, in recordable form if the agreement being assigned is a recordable
      document, executed in blank by Seller.




(v)  with
      respect to any CRE CDO that is in physical form, a blank endorsement which,
      when
      properly completed and delivered, is sufficient to cause Buyer to become the
      registered holder of the CRE CDO.




(vi)  copies
      of
      any notices, distributions, consents or other documents received by Seller
      relating to clause (v) above.




(vii)  any
      other
      documents that Buyer may request Seller to deliver to Custodian from time to
      time with respect to any CRE CDO.




With
      respect to each Purchased Asset that is of the type described in clause (viii)
      or (ix) of the definition of Eligible Asset: any of the documentation referred
      to above in this Article 7(b) or other
      documentation with respect to such Eligible Asset that is determined by Buyer
      to
      be necessary to effectuate the sale, transfer, conveyance and assignment of
      such
      Eligible Asset.




From
      time
      to time, Seller shall forward to the Custodian additional original documents
      or
      additional documents evidencing any assumption, modification, consolidation
      or
      extension of a Purchased Asset approved in accordance with the terms of this
      Agreement, and upon receipt of any such other documents, the Custodian shall
      hold such other documents as Buyer shall request from time to time. With respect
      to any documents that have been delivered or are being delivered to recording
      offices for recording and have not been returned to Seller in time to permit
      their delivery hereunder at the time required, in lieu of delivering such
      original documents, Seller shall deliver to Buyer a true copy thereof with
      an
      officer’s certificate certifying that such copy is a true, correct and complete
      copy of the original, which has been transmitted for recordation. Seller shall
      deliver such original documents to the Custodian promptly when they are
      received. With respect to all of the Purchased Assets delivered by Seller to
      Buyer or its designee (including the Custodian), Seller shall execute an omnibus
      power of attorney substantially in the form of Exhibit
      V attached
      hereto irrevocably appointing Buyer its attorney-in-fact with full power to
      (i) complete and record each Assignment of Mortgage, (ii) complete the
      endorsement of each Mortgage Note or Mezzanine Note, (iii) take any action
      (including exercising voting and/or consent rights) with respect to CMBS, Junior
      Interests, or intercreditor or participation agreements, (iv)
      the
      preparation and filing, in form and substance satisfactory to Buyer, of such
      financing statements, continuation statements, and other uniform commercial
      code
      forms, as Buyer may from time to time, reasonably consider necessary to create,
      perfect, and preserve Buyer's security interest in the Purchased
      Assets and (v)
      take such other steps as may be necessary or desirable to enforce Buyer’s rights
      against, under or with respect to such Purchased Assets and the related
      Purchased Asset Files and the Servicing Records. Buyer shall deposit the
      Purchased Asset Files representing the Purchased Assets, or direct that the
      Purchased Asset Files be deposited directly, with the Custodian. The Purchased
      Asset Files shall be maintained in accordance with the Custodial Agreement.
      Any
      Purchased Asset Files not delivered to Buyer or its designee (including the
      Custodian) are and shall be held in trust by Seller or its designee for the
      benefit of Buyer as the owner thereof. Seller or its designee shall maintain
      a
      copy of the Purchased Asset File and the originals of the Purchased Asset File
      not delivered to Buyer or its designee. The possession of the Purchased Asset
      File by Seller or its designee is at the will of Buyer for the sole purpose
      of
      servicing the related Purchased Asset, and such retention and possession by
      Seller or its designee is in a custodial capacity only. The books and records
      (including, without limitation, any computer records or tapes) of Seller or
      its
      designee shall be marked appropriately to reflect clearly the sale of the
      related Purchased Asset to Buyer. Seller or its designee (including the
      Custodian) shall release its custody of the Purchased Asset File only in
      accordance with written instructions from Buyer, unless such release is required
      as incidental to the servicing of the Purchased Assets, is in connection with
      a
      repurchase of any Purchased Asset by Seller or as otherwise required by
      law.


49




(c)  Upon
      the
      occurrence and during the continuation of an Event of Default, and in each
      case
      subject to the provisions of the Purchased Asset Documents, after notice to
      Seller, Buyer shall be entitled to exercise all voting and corporate rights
      with
      respect to the Purchased Assets without regard to Seller’s instructions
      (including, but not limited to, if an Act of Insolvency shall occur with respect
      to Seller, to the extent Seller controls or is entitled to control selection
      of
      any servicer, Buyer may transfer any or all of such servicing to an entity
      satisfactory to Buyer).




(d)  Notwithstanding
      the provisions of Article 7(b) above
      requiring the execution of the Custodial Delivery and corresponding delivery
      of
      the Purchased Asset File to the Custodian on or prior to the related Purchase
      Date, with respect to each Transaction involving a Purchased Asset that is
      identified in the related Confirmation as a “Table Funded” Transaction, Seller
      shall, in lieu of effectuating the delivery of all or a portion of the Purchased
      Asset File on or prior to the related Purchase Date, (i) deliver to the
      Custodian by facsimile on or before the related Purchase Date for the
      Transaction (A) the promissory note(s), original stock certificate or
      participation certificate in favor of Seller evidencing the making of the
      Purchased Asset, with Seller’s endorsement of such instrument to Buyer, (B) such
      other components of the Purchased Asset File as Buyer may require on a case
      by
      case basis with respect to the particular Transaction, and (C) evidence
      satisfactory to Buyer that all documents necessary to perfect Seller’s (and, by
      means of assignment to Buyer on the Purchase Date, Buyer’s) interest in the
      Collateral for the Purchased Asset, and (ii) not later than the third (3rd)
      Business Day following the Purchase Date, deliver to Buyer the Custodial
      Delivery and to the Custodian the entire Purchased Asset File.




**ARTICLE
      8.**




**SALE,
      TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED ASSETS**




(a)  Title
      to
      all Purchased Assets shall pass to Buyer on the applicable Purchase Date, and
      Buyer shall have free and unrestricted use of all Purchased Assets, subject,
      however, to the terms of this Agreement. Nothing in this Agreement or any other
      Transaction Document shall preclude Buyer from engaging in repurchase
      transactions with the Purchased Assets or otherwise selling, transferring,
      pledging, repledging, hypothecating, or rehypothecating the Purchased Assets,
      but no such transaction shall relieve Buyer of its obligations to transfer
      the
      Purchased Assets to Seller pursuant to Article
      3 of this
      Agreement or of Buyer’s obligation to credit or pay Income to, or apply Income
      to the obligations of, Seller pursuant to Article
      5 hereof.


50




(b)  Nothing
      contained in this Agreement or any other Transaction Document shall obligate
      Buyer to segregate any Purchased Assets delivered to Buyer by Seller.
      Notwithstanding anything to the contrary in this Agreement or any other
      Transaction Document, no Purchased Asset shall remain in the custody of Seller
      or an Affiliate of Seller.




**ARTICLE
      9.**




**[RESERVED]**




**ARTICLE
      10.**




**REPRESENTATIONS** **AND WARRANTIES**




(a)  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
      or
      rule applicable to it or its organizational documents or any agreement by which
      it is bound or by which any of its assets are affected. On the Purchase Date
      for
      any Transaction for the purchase of any Purchased Assets by Buyer from Seller
      and any Transaction thereunder and covenants that at all times while this
      Agreement and any Transaction thereunder is in effect, Buyer and Seller shall
      each be deemed to repeat all the foregoing representations made by
      it.




(b)  In
      addition to the representations and warranties in subsection (a) above, Seller
      represents and warrants to Buyer as of the date of this Agreement and will
      be
      deemed to represent and warrant to Buyer as of the Purchase Date for the
      purchase of any Purchased Assets by Buyer from Seller and any Transaction
      thereunder and covenants that at all times while this Agreement and any
      Transaction thereunder is in effect ,
      unless
      otherwise stated herein:




(i)  Organization .
      Seller
      is duly organized, validly existing and in good standing under the laws and
      regulations of the state of Seller’s incorporation and is duly licensed,
      qualified, and in good standing in every state where such licensing or
      qualification is necessary for the transaction of Seller’s business, except
      where failure to so qualify could not be reasonably likely to have a Material
      Adverse Effect. Seller has the power to own and hold the assets it purports
      to
      own and hold, and to carry on its business as now being conducted and proposed
      to be conducted, and has the power to execute, deliver, and perform its
      obligations under this Agreement and the other Transaction
      Documents.


51




(ii)  Due
      Execution; Enforceability .
      The
      Transaction Documents have been or will be duly executed and delivered by
      Seller, for good and valuable consideration. The Transaction Documents
      constitute the legal, valid and binding obligations of Seller, enforceable
      against Seller in accordance with their respective terms subject to bankruptcy,
      insolvency, and other limitations on creditors’ rights generally and to
      equitable principles.




(iii)  Ability
      to Perform .
      Seller
      does not believe, nor does it have any reason or cause to believe, that it
      cannot perform each and every covenant contained in the Transaction Documents
      applicable to it to which it is a party.




(iv)  Non-Contravention .
      Neither
      the execution and delivery of the Transaction Documents, nor consummation by
      Seller of the transactions contemplated by the Transaction Documents (or any
      of
      them), nor compliance by Seller with the terms, conditions and provisions of
      the
      Transaction Documents (or any of them) will conflict with or result in a breach
      of any of the terms, conditions or provisions of (i) the organizational
      documents of Seller, (ii) any contractual obligation to which Seller is now
      a
      party or the rights under which have been assigned to Seller or the obligations
      under which have been assumed by Seller or to which the assets of Seller are
      subject or constitute a default thereunder, or result thereunder in the creation
      or imposition of any lien upon any of the assets of Seller, other than pursuant
      to the Transaction Documents, (iii) any judgment or order, writ, injunction,
      decree or demand of any court applicable to Seller, or (iv) any applicable
      Requirement of Law, in the case of clauses (ii)-(iii) above, to the extent
      that
      such conflict or breach would have a Material Adverse Effect upon Seller’s
      ability to perform its obligations hereunder.




(v)  Litigation;
      Requirements of Law .
      As of
      the date hereof and as of the Purchase Date for any Transaction hereunder,
      there
      is no action, suit, proceeding, investigation, or arbitration pending or, to
      the
      best knowledge of Seller, threatened against Seller or any of its assets, nor
      is
      there any action, suit, proceeding, investigation, or arbitration pending or
      threatened against Seller that may result in any Material Adverse Effect. Seller
      and Guarantor are in compliance in all material respects with all Requirements
      of Law. Neither Seller nor Guarantor is in default in any material respect
      with
      respect to any judgment, order, writ, injunction, decree, rule or regulation
      of
      any arbitrator or Governmental Authority.




(vi)  No
      Broker .
      Seller
      has not dealt with any broker, investment banker, agent, or other Person (other
      than Buyer or an Affiliate of Buyer) who may be entitled to any commission
      or
      compensation in connection with the sale of Purchased Assets pursuant to any
      of
      the Transaction Documents.




(vii)  Good
      Title to Purchased Assets .
      Immediately prior to the purchase of any Purchased Assets by Buyer from Seller,
      such Purchased Assets are free and clear of any lien, encumbrance or impediment
      to transfer (including any “ adverse
      claim ”
as
      defined in Article 8-102(a)(1) of the UCC), and Seller is the record and
      beneficial owner of and has good and marketable title to and the right to sell
      and transfer such Purchased Assets to Buyer and, upon transfer of such Purchased
      Assets to Buyer, Buyer shall be the owner of such Purchased Assets free of
      any
      adverse claim. In the event the related Transaction is recharacterized as a
      secured financing of the Purchased Assets, the provisions of this Agreement
      are
      effective to create in favor of Buyer a valid security interest in all rights,
      title and interest of Seller in, to and under the Purchased Assets and Buyer
      shall have a valid, perfected first priority security interest in the Purchased
      Assets (and without limitation on the foregoing, Buyer, as entitlement holder,
      shall have a “security entitlement” to the Purchased Assets).




52




(viii)  No
      Decline in Market Value; No Margin Deficit; No Defaults .
      Seller
      is not aware of any material post-Transaction facts or circumstances that are
      reasonably likely to cause or have caused a decline in the Market Value of
      any
      Purchased Asset. No Margin Deficit exists and no Default or Event of Default
      has
      occurred or exists under or with respect to the Transaction
      Documents.




(ix)  Authorized
      Representatives .
      The
      duly authorized representatives of Seller are listed on, and true signatures
      of
      such authorized representatives are set forth on, Exhibit
      II attached
      to this Agreement.




(x)  Representations
      and Warranties Regarding Purchased Assets; Delivery of Purchased Asset
      File .




(A)  As
      of the
      date hereof, Seller has not assigned, pledged, or otherwise conveyed or
      encumbered any Purchased Asset to any other Person, and immediately prior to
      the
      sale of such Purchased Asset to Buyer, Seller was the sole owner of such
      Purchased Asset and had good and marketable title thereto, free and clear of
      all
      liens, in each case except for (1) liens to be released simultaneously with
      the
      sale to Buyer hereunder and (2) liens granted by Seller in favor of the
      counterparty to any Hedging Transaction, solely to the extent such liens are
      expressly subordinate to the rights and interests of Buyer
      hereunder.




(B)  The
      provisions of this Agreement and the related Confirmation are effective to
      either constitute a sale of Purchased Items to Buyer or to create in favor
      of
      Buyer a legal, valid and enforceable security interest in all right, title
      and
      interest of Seller in, to and under the Purchased Items.




(C)  Upon
      receipt by the Custodian of each Mortgage Note, Mezzanine Loan note, B-Note
      or
      Junior Interest certificate, endorsed in blank by a duly authorized officer
      of
      Seller, either a purchase shall have been completed by Buyer of such Mezzanine
      Loan note, B-Note or Junior Interest certificate, as applicable, or Buyer shall
      have a valid and fully perfected first priority security interest in all right,
      title and interest of Seller in the Purchased Items described
      therein.




(D)  Each
      of
      the representations and warranties made in respect of the Purchased Assets
      pursuant to Exhibit
      VI are
      true, complete and correct in all material respects, except to the extent
      disclosed in a Requested Exceptions Report.


53




(E)  Upon
      the
      filing of financing statements on Form UCC-1 naming Buyer as “ Secured
      Party ”,
      Seller
      as “ Debtor ”
and
      describing the Purchased Items, in the jurisdiction and recording office listed
      on Exhibit
      XIII attached
      hereto, the security interests granted hereunder in that portion of the
      Purchased Items which can be perfected by filing under the Uniform Commercial
      Code will constitute fully perfected security interests under the Uniform
      Commercial Code in all right, title and interest of Seller in, to and under
      such
      Purchased Items.




(F)  Upon
      execution and delivery of the Depository Agreement, Buyer shall either be the
      owner of, or have a valid and fully perfected first priority security interest
      in, the “investment property” and all “deposit accounts” (each as defined in the
      Uniform Commercial Code) comprising Purchased Items or any after-acquired
      property related to such Purchased Items. Except to the extent disclosed in
      a
      Requested Exceptions Report, Seller or its designee is in possession of a
      complete, true and accurate Purchased Asset File with respect to each Purchased
      Asset, except for such documents the originals of which have been delivered
      to
      the Custodian.




(xi)  Adequate
      Capitalization; No Fraudulent Transfer .
      Seller
      has, as of such Purchase Date, adequate capital for the normal obligations
      foreseeable in a business of its size and character and in light of its
      contemplated business operations. Seller is generally able to pay, and as of
      the
      date hereof is paying, its debts as they come due. Seller has not become, or
      is
      presently, financially insolvent nor will Seller be made insolvent by virtue
      of
      Seller’s execution of or performance under any of the Transaction Documents
      within the meaning of the bankruptcy laws or the insolvency laws of any
      jurisdiction. Seller has not entered into any Transaction Document or any
      Transaction pursuant thereto in contemplation of insolvency or with intent
      to
      hinder, delay or defraud any creditor.




(xii)  No
      Conflicts or Consents .
      Neither
      the execution and delivery of this Agreement and the other Transaction Documents
      by Seller, nor the consummation of any of the transactions by it herein or
      therein contemplated, nor compliance with the terms and provisions hereof or
      with the terms and provisions thereof, will contravene or conflict with or
      result in the creation or imposition of (or the obligation to create or impose)
      any lien upon any of the property or assets of Seller pursuant to the terms
      of
      any indenture, mortgage, deed of trust, or other agreement or instrument to
      which Seller is a party or by which Seller may be bound, or to which Seller
      may
      be subject, other than liens created pursuant to the Transaction Documents.
      No
      consent, approval, authorization, or order of any third party is required in
      connection with the execution and delivery by Seller of the Transaction
      Documents to which it is a party or to consummate the transactions contemplated
      hereby or thereby which has not already been obtained.




(xiii)  Governmental
      Approvals .
      No
      order, consent, approval, license, authorization or validation of, or filing,
      recording or registration with, or exemption by, any Governmental Authority
      is
      required to authorize, or is required in connection with, (i) the
      execution, delivery and performance of any Transaction Document to which Seller
      is or will be a party, (ii) the legality, validity, binding effect or
      enforceability of any such Transaction Document against Seller or (iii) the
      consummation of the transactions contemplated by this Agreement (other than
      the
      filing of certain financing statements in respect of certain security
      interests).


54




(xiv)  Organizational
      Documents .
      Seller
      has delivered to Buyer certified copies of its organization documents, together
      with all amendments thereto, if any.




(xv)  No
      Encumbrances .
      There
      are (i) no outstanding rights, options, warrants or agreements on the part
      of
      Seller for a purchase, sale or issuance, in connection with the Purchased
      Assets, (ii) no agreements on the part of Seller to issue, sell or distribute
      the Purchased Assets, and (iii) no obligations on the part of Seller (contingent
      or otherwise) to purchase, redeem or otherwise acquire any securities or
      interest therein, except as contemplated by the Transaction
      Documents




(xvi)  Federal
      Regulations .
      Seller
      is not required to register as an “investment company,” or a company “controlled
      by an investment company,” within the meaning of the Investment Company Act of
      1940, as amended. Seller is not a “holding company,” or a “subsidiary company of
      a holding company,” or an “affiliate” of either a “holding company” or a
“subsidiary company of a holding company,” as such terms are defined in the
      Public Utility Holding Company Act of 1935, as amended.




(xvii)  Taxes .
      Seller
      has filed or caused to be filed all tax returns that, to the knowledge of
      Seller, would be delinquent if they had not been filed on or before the date
      hereof and has paid all taxes shown to be due and payable on or before the
      date
      hereof on such returns or on any assessments made against it or any of its
      property and all other taxes, fees or other charges imposed on it and any of
      its
      assets by any Governmental Authority except for any such taxes as (A) are being
      appropriately contested in good faith by appropriate proceedings diligently
      conducted and with respect to which adequate reserves have been provided in
      accordance with GAAP or (B) are *de
      minimis* in
      amount; no tax liens have been filed against any of Seller’s assets and, no
      claims are being asserted with respect to any such taxes, fees or other
      charges.




(xviii)  Judgments/Bankruptcy .
      Except
      as disclosed in writing to Buyer, there are no judgments against Seller
      unsatisfied of record or docketed in any court located in the United States
      of
      America and no Act of Insolvency has ever occurred with respect to
      Seller.




(xix)  Solvency .
      Neither
      the Transaction Documents nor any Transaction thereunder are entered into in
      contemplation of insolvency or with intent to hinder, delay or defraud any
      of
      Seller’s creditors. The transfer of the Purchased Assets subject hereto and the
      obligation to repurchase such Purchased Assets is not undertaken with the intent
      to hinder, delay or defraud any of Seller’s creditors. As of the Repurchase
      Date, Seller is not insolvent within the meaning of 11 U.S.C. Section 101(32)
      or
      any successor provision thereof and the transfer and sale of the Purchased
      Assets pursuant hereto and the obligation to repurchase such Purchased Asset
      (i)
      will not cause the liabilities of Seller to exceed the assets of Seller, (ii)
      will not result in Seller having unreasonably small capital, and (iii) will
      not
      result in debts that would be beyond Seller’s ability to pay as the same mature.
      No petition in bankruptcy has been filed against Seller in the last ten (10)
      years, and Seller has not in the last ten (10) years made an assignment for
      the
      benefit of creditors or taken advantage of any debtors relief laws. Seller
      has
      only entered into agreements on terms that would be considered arm’s length and
      otherwise on terms consistent with other similar agreements with other similarly
      situated entities.


55




(xx)  Use
      of
      Proceeds; Margin Regulations .
      All
      proceeds of each Transaction shall be used by Seller for purposes permitted
      under Seller’s governing documents, provided that no
      part of the proceeds of any Transaction will be used by Seller to purchase
      or
      carry any margin stock or to extend credit to others for the purpose of
      purchasing or carrying any margin stock. Neither the entering into of any
      Transaction nor the use of any proceeds thereof will violate, or be inconsistent
      with, any provision of Regulation T, U or X of the Board of Governors of the
      Federal Reserve System.




(xxi)  Full
      and Accurate Disclosure .
      No
      information contained in the Transaction Documents, or any written statement
      furnished by or on behalf of Seller pursuant to the terms of the Transaction
      Documents, contains any untrue statement of a material fact or omits to state
      a
      material fact necessary to make the statements contained herein or therein
      not
      misleading in light of the circumstances under which they were
      made.




(xxii)  Financial
      Information .
      All
      financial data concerning Seller and the Purchased Assets that has been
      delivered by or on behalf of Seller to Buyer is true, complete and correct
      in
      all material respects. All financial data concerning Seller has been prepared
      fairly in accordance with GAAP. All financial data concerning the Purchased
      Assets has been prepared in accordance with standard industry practices. Since
      the delivery of such data, except as otherwise disclosed in writing to Buyer,
      there has been no change in the financial position of Seller or the Purchased
      Assets, or in the results of operations of Seller, which change is reasonably
      likely to have in a Material Adverse Effect on Seller.




(xxiii)  Hedging
      Transactions .
      To the
      actual knowledge of Seller, as of the Purchase Date for any Purchased Asset
      that
      is subject to a Hedging Transaction, each such Hedging Transaction is in full
      force and effect in accordance with its terms, each counterparty thereto is
      an
      Affiliated Hedge Counterparty or a Qualified Hedge Counterparty, and no
“Termination Event”, “Event of Default”, “Potential Event of Default” or any
      similar event, however denominated, has occurred and is continuing with respect
      thereto.




(xxiv)  Servicing
      Agreements .
      Seller
      has delivered to Buyer all Servicing Agreements pertaining to the Purchased
      Assets and to the actual knowledge of Seller, as of the date of this Agreement
      and as of the Purchase Date for the purchase of any Purchased Assets subject
      to
      a Servicing Agreement, each such Servicing Agreement is in full force and effect
      in accordance with its terms and no default or event of default exists
      thereunder.


56




(xxv)  No
      Reliance .
      Seller
      has made its own independent decisions to enter into the Transaction Documents
      and each Transaction and as to whether such Transaction is appropriate and
      proper for it based upon its own judgment and upon advice from such advisors
      (including without limitation, legal counsel and accountants) as it has deemed
      necessary. Seller is not relying upon any advice from Buyer as to any aspect
      of
      the Transactions, including without limitation, the legal, accounting or tax
      treatment of such Transactions.




(xxvi)  Patriot
      Act .
      Seller
      is in compliance, in all material respects, with the (i) the Trading with the
      Enemy Act, as amended, and each of the foreign assets control regulations of
      the
      United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended)
      and any other applicable enabling legislation or executive order relating
      thereto, and (ii) the Uniting and Strengthening America by Providing Appropriate
      Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act of 2001).
      No
      part of the proceeds of any Transaction will be used, directly or indirectly,
      for any payments to any governmental official or employee, political party,
      official of a political party, candidate for political office, or anyone else
      acting in an official capacity, in order to obtain, retain or direct business
      or
      obtain any improper advantage, in violation of the United States Foreign Corrupt
      Practices Act of 1977, as amended.




(xxvii)   Environmental
      Matters .




(a)  No
      properties owned or leased by Seller and no properties formerly owned or leased
      by Seller, its predecessors, or any former Subsidiaries or predecessors thereof
      (the “ Properties ”),
      contain, or have previously contained, any Materials of Environmental Concern
      in
      amounts or concentrations which constitute or constituted a violation of, or
      reasonably could be expected to give rise to liability under, Environmental
      Laws;




(b)  Seller
      is
      in compliance with all applicable Environmental Laws, and there is no violation
      of any Environmental Laws which reasonably would be expected to interfere with
      the continued operations of Seller;




(c)  Seller
      has not received any notice of violation, alleged violation, non-compliance,
      liability or potential liability under any Environmental Law, nor does Seller
      have knowledge that any such notice will be received or is being
      threatened;




(d)  Materials
      of Environmental Concern have not been transported or disposed by Seller in
      violation of, or in a manner or to a location which reasonably would be expected
      to give rise to liability under, any applicable Environmental Law, nor has
      Seller generated, treated, stored or disposed of at, on or under any of the
      Properties in violation of, or in a manner that reasonably would be expected
      to
      give rise to liability under, any applicable Environmental Law;


57




(e)  No
      judicial proceedings or governmental or administrative action is pending, or,
      to
      the knowledge of Seller, threatened, under any Environmental Law which Seller
      is
      or will be named as a party, nor are there any consent decrees or other decrees,
      consent orders, administrative orders or other orders, or other administrative
      or judicial requirements arising out of judicial proceedings or governmental
      or
      administrative actions, outstanding under any Environmental Law to which Seller
      is a party;




(f)  There
      has
      been no release or threat of release of Materials of Environmental Concern
      in
      violation of or in amounts or in a manner that reasonably would be expected
      to
      give rise to liability under any Environmental Law for which Seller may become
      liable; and




(g)  Each
      of
      the representations and warranties set forth in the preceding clauses (A)
      through (F) is true and correct with respect to each parcel of real property
      owned or operated by Seller.




(xxviii)  Insider .
      Seller
      is not an “executive officer,” “director,” or “person who directly or indirectly
      or acting through or in concert with one or more persons owns, controls, or
      has
      the power to vote more than 10% of any class of voting securities” (as those
      terms are defined in 12 U.S.C. § 375(b) or in regulations promulgated pursuant
      thereto) of Buyer, of a bank holding company of which Buyer is a Subsidiary,
      or
      of any Subsidiary, of a bank holding company of which Buyer is a Subsidiary,
      of
      any bank at which Buyer maintains a correspondent account or of any lender
      which
      maintains a correspondent account with Buyer.




(xxix)  Office
      of Foreign Assets Control .
      Seller
      is not a person (i) whose property or interest in property is blocked or subject
      to blocking pursuant to Section 1 of Executive Order 13224 of September 23,
      2001 Blocking Property and Prohibiting Transactions With Persons Who Commit,
      Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii)
      who
      engages in any dealings or transactions prohibited by Section 2 of such
      executive order, or to the best of Seller’s knowledge, is otherwise associated
      with any such person in any manner in violation of Section 2 of such
      executive order, or (iii) on the current list of Specially Designated Nationals
      and Blocked Persons or subject to the limitations or prohibitions under any
      other U.S. Department of Treasury’s Office of Foreign Assets Control regulation
      or executive order.




(xxx)  Notice
      Address; Jurisdiction of Organization .
      On the
      date of this Agreement, Seller’s address for notices is as specified on Annex
      I .
      Seller’s jurisdiction of organization is Delaware. The location where Seller
      keeps its books and records, including all computer tapes and records relating
      to the Collateral and Purchased Items, is its notice address. Seller may change
      its address for notices and for the location of its books and records by giving
      Buyer written notice of such change.




(xxxi)  Ownership .
      Seller
      is and shall remain at all times an indirect wholly-owned subsidiary of
      Guarantor.




58




**ARTICLE
      11.**




**NEGATIVE
      COVENANTS OF SELLER**




On
      and as
      of the date hereof and each Purchase Date and until this Agreement is no longer
      in force with respect to any Transaction, Seller shall not without the prior
      written consent of Buyer:




(a)  take
      any
      action that would directly or indirectly impair or adversely affect Buyer’s
      title to the Purchased Assets;




(b)  transfer,
      assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose
      of,
      or pledge or hypothecate, directly or indirectly, any interest in the Purchased
      Assets (or any of them) to any Person other than Buyer, or engage in repurchase
      transactions or similar transactions with respect to the Purchased Assets (or
      any of them) with any Person other than Buyer;




(c)  modify
      in
      any material adverse respect any Servicing Agreements to which it is a party,
      without the consent of Buyer in its reasonable discretion;




(d)  create,
      incur or permit to exist any lien, encumbrance or security interest in or on
      any
      of the Purchased Assets, the other Collateral or Purchased Items, other than
      the
      security interest granted by Seller pursuant to Article
      6 of this
      Agreement;




(e)  create,
      incur, assume or suffer to exist any Lien upon any of its property, assets
      or
      revenues, whether now owned or hereafter acquired, except for the following,
      hereinafter referred to as the “ Permitted
      Liens ”:




(i)  Liens
      for
      taxes not yet due or which are being contested in good faith by appropriate
      proceedings, provided that
      adequate reserves with respect thereto are maintained on the books of the
      related borrower or its subsidiaries, as the case may be, in conformity with
      GAAP;




(ii)  Liens
      created pursuant to the Transaction Documents;




(iii)  Liens
      created pursuant to or in connection with Other Warehouse Facilities on the
      financial assets that are the subject of such Other Warehouse Facilities, solely
      to secure the obligations of Seller under such Other Warehouse Facilities;
      and




(iv)  Liens
      on
      the rights of Seller created pursuant to or in connection with subscription
      facilities under subscription agreements or other agreements related thereto,
      including Seller's rights to call capital from its investors;




(f)  enter
      into any transaction of merger or consolidation or amalgamation, or liquidate,
      wind up or dissolve itself (or suffer any liquidation, winding up or
      dissolution), sell all or substantially all of its assets without the consent
      of
      Buyer in its sole and absolute discretion;




(g)  consent
      or assent to any material amendment or supplement to, or termination of, any
      note, loan agreement, mortgage or guarantee relating to the Purchased Assets
      or
      other material agreement or instrument relating to the Purchased Assets other
      than in accordance with Article 28 ;


59




(h)  permit
      the organizational documents or organizational structure of Seller to be amended
      in any material respect without the prior written consent of Buyer in its sole
      and absolute discretion;




(i)  acquire
      or maintain any right or interest in any Purchased Asset or Underlying Mortgaged
      Property that is senior to or pari passu with the rights and interests of Buyer
      therein under this Agreement and the other Transaction Documents unless the
      same
      becomes a Purchased Asset hereunder;




(j)  use
      any
      part of the proceeds of any Transaction hereunder for any purpose which
      violates, or would be inconsistent with, the provisions of Regulation T, U
      or X
      of the Board of Governors of the Federal Reserve System;




(k)  permit
      the ratio of (A) the sum of Consolidated Adjusted EBITDA for Seller for such
      period to (B) Interest Expense for Seller for such period to be less than 1:5
      to
      1:0 ;




(l)  permit
      Guarantor’s Liquidity to be less than $15,000,000 (at least $7,500,000 of which
      shall consist of cash or cash equivalents);




(m)  permit
      Guarantor’s and its consolidated subsidiaries’ Tangible Net Worth at any time to
      be less than the sum of (A) $700,000,000 plus (B) an amount equal to 75% of
      the
      aggregate net proceeds after costs and expenses received by Guarantor or any
      consolidated subsidiaries of Guarantor in connection with the offering or
      issuance of any Equity Interest of Guarantor or any consolidated subsidiaries
      of
      Guarantor (in each case only to the extent such Equity Interests would be
      included in Tangible Net Worth) after the Closing Date;




(n)  permit
      the ratio of (A) the sum of Consolidated Adjusted EBITDA for the Guarantor
      for
      such period to (B) Interest Expense for the Guarantor for such period to be
      less
      than 1:5 to 1:0;




(o)  permit
      the ratio of (A) Guarantor’s and its consolidated Subsidiaries’ Adjusted Total
      Liabilities to (B) Guarantor’s and its consolidated Subsidiaries’ Adjusted Total
      Assets to exceed 0.90 to 1.00 ;




(p)  permit
      the ratio of (A) Guarantor’s and its consolidated Subsidiaries’ Indebtedness
      (excluding Non-Recourse Indebtedness, borrowings under the Unsecured Credit
      Facility and trust preferred securities) to (B) Adjusted Total Assets of
      Guarantor and its consolidated Subsidiaries to exceed 0.10 to 1.00 ;




(q)  permit
      Guarantor’s minimum Fixed Charge Coverage Ratio at any time to be less than
      1.20x; and




(r)  enter
      into any Hedging Transaction with respect to any Purchased Asset with any entity
      that is not an Affiliated Hedging Counterparty or a Qualified Hedging
      Counterparty.





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Compliance
      with covenants (k) through (q) in this Article
      11 shall be
      evidenced by financial statements and by a compliance certificate furnished
      together therewith as further provided in Article
      12(j)(ii) below,
      and compliance with all such covenants are subject to verification by
      Buyer.




**ARTICLE
      12.**




**AFFIRMATIVE
      COVENANTS OF SELLER**




(a)  Seller
      shall promptly notify Buyer of any material adverse change in its business
      operations and/or financial condition; provided , however ,
      that
      nothing in this Article
      12 shall
      relieve Seller of its obligations under this Agreement.




(b)  Seller
      shall provide Buyer with copies of such documents as Buyer may reasonably
      request evidencing the truthfulness of the representations set forth in Article
      10 .




(c)  Seller
      shall (1) defend the right, title and interest of Buyer in and to the Collateral
      and Purchased Items against, and take such other action as is necessary to
      remove, the Liens, security interests, claims and demands of all Persons (other
      than security interests by or through Buyer) and (2) at Buyer’s reasonable
      request, take all action necessary to ensure that Buyer will have a first
      priority security interest in the Purchased Assets subject to any of the
      Transactions in the event such Transactions are recharacterized as secured
      financings.




(d)  Seller
      shall notify Buyer and the Depository of the occurrence of any Default or Event
      of Default with respect to Seller as soon as possible but in no event later
      than
      the immediately succeeding Business Day after obtaining actual knowledge of
      such
      event.




(e)  Seller
      shall cause the special servicer rating of the special servicer with respect
      to
      all mortgage loans underlying Purchased Assets to be no lower than “average” by
      Standard & Poor’s Ratings Group to the extent Seller controls or is entitled
      to control the selection of the special servicer. In the event the special
      servicer rating with respect to any Person acting as special servicer for any
      mortgage loans underlying Purchased Assets shall be below “average” by Standard
& Poor’s Rating Group, or if an Act of Insolvency occurs with respect to
      Seller or Guarantor, Buyer shall be entitled to transfer special servicing
      with
      respect to all Purchased Assets to an entity satisfactory to Buyer, to the
      extent Seller controls or is entitled to control the selection of the special
      servicer.




(f)  Seller
      shall promptly (and in any event not later than two (2) Business Days following
      receipt) deliver to Buyer (i) any notice of the occurrence of an Event of
      Default under or report received by Seller pursuant to the Purchased Asset
      Documents; (ii) any notice of transfer of servicing under the Purchased Asset
      Documents and (iii) any other information with respect to the Purchased Assets
      that may be requested by Buyer from time to time.




(g)  Seller
      will permit Buyer or its designated representative to inspect Seller’s records
      with respect to the Collateral and the Purchased Items and the conduct and
      operation of its business related thereto upon reasonable prior written notice
      from Buyer or its designated representative, at such reasonable times and with
      reasonable frequency, and to make copies of extracts of any and all thereof,
      subject to the terms of any confidentiality agreement between Buyer and Seller.
      Buyer shall act in a commercially reasonable manner in requesting and conducting
      any inspection relating to the conduct and operation of Seller’s
      business.




61




(h)  If
      Seller
      shall at any time become entitled to receive or shall receive any rights,
      whether in addition to, in substitution of, as a conversion of, or in exchange
      for a Purchased Asset, or otherwise in respect thereof, Seller shall accept
      the
      same as Buyer’s agent, hold the same in trust for Buyer and deliver the same
      forthwith to Buyer (or the Custodian, as appropriate) in the exact form
      received, duly endorsed by Seller to Buyer, if required, together with an
      undated bond power covering such certificate duly executed in blank to be held
      by Buyer hereunder as additional collateral security for the Transactions.
      If
      any sums of money or property so paid or distributed in respect of the Purchased
      Assets shall be received by Seller, Seller shall, until such money or property
      is paid or delivered to Buyer, hold such money or property in trust for Buyer,
      segregated from other funds of Seller, as additional collateral security for
      the
      Transactions.




(i)  At
      any
      time from time to time upon the reasonable request of Buyer, at the sole expense
      of Seller, Seller will promptly and duly execute and deliver such further
      instruments and documents and take such further actions as Buyer may request
      for
      the purposes of obtaining or preserving the full benefits of this Agreement
      including the first priority security interest granted hereunder and of the
      rights and powers herein granted (including, among other things, filing such
      UCC
      financing statements as Buyer may request). If any amount payable under or
      in
      connection with any of the Collateral or Purchased Items shall be or become
      evidenced by any promissory note, other instrument or chattel paper, such note,
      instrument or chattel paper shall be immediately delivered to Buyer, duly
      endorsed in a manner satisfactory to Buyer, to be itself held as a Purchased
      Item and/or Collateral, as applicable, pursuant to this Agreement, and the
      documents delivered in connection herewith.




(j)  Seller
      or
      Guarantor, as applicable, shall provide, or to cause to be provided, to Buyer
      the following financial and reporting information:




(i)  Within
      fifteen (15) calendar days after each month-end, a monthly reporting package
      substantially in the form of Exhibit
      III attached
      hereto;




(ii)  Within
      forty-five (45) calendar days after the last day of each of the first three
      fiscal quarters in any fiscal year, consolidated unaudited financial statements
      of Guarantor presented fairly in accordance with GAAP or, if such financial
      statements being delivered have been filed with the SEC pursuant to the
      requirements of the 1934 Act, or similar state securities laws, presented in
      accordance with applicable statutory and/or regulatory requirements and
      delivered to Buyer within the same time frame as are required to be filed in
      accordance with such applicable statutory or regulatory requirements, in either
      case accompanied by a properly completed and executed Officers’ Certificate in
      the form attached hereto as Exhibit
      XXII ,
      including a statement of operations and a statement of changes in cash flows
      for
      such quarter and statement of net assets as of the end of such quarter, also
      certified as being true and correct by an Officers’ Certificate in the form
      attached hereto as Exhibit
      XXII ,
      which
      shall also include a properly completed and executed Covenant Compliance
      Certificate in the form attached hereto as Exhibit
      XIX ;


62




(iii)  Within
      ninety (90) calendar days after the last day of its fiscal year, Guarantor’s
      consolidated audited financial statements, prepared by a nationally recognized
      independent certified public accounting firm and presented fairly in accordance
      with GAAP or, if such financial statements being delivered have been filed
      with
      the SEC pursuant to the requirements of the 1934 Act, or similar state
      securities laws, presented in accordance with applicable statutory and/or
      regulatory requirements and delivered to Buyer within the same time frame as
      are
      required to be filed in accordance with such applicable statutory and/or
      regulatory requirements, in either case accompanied by a properly completed
      and
      executed Officers’ Certificate in the form attached hereto as Exhibit
      XXII ,
      including a statement of operations and a statement of changes in cash flows
      for
      such quarter and statement of net assets as of the end of such quarter
      accompanied by an unqualified report of the nationally recognized independent
      certified public accounting firm that prepared them, which shall also include
      a
      properly completed and executed Covenant Compliance Certificate in the form
      attached hereto as Exhibit
      XIX ;
      and




(iv)  Copies
      of
      Guarantor’s Federal Income Tax returns, if any, delivered within thirty (30)
      days after the earlier of (A) filing or (B) the last filing extension
      period.




(k)  Seller
      shall make a representative available to Buyer every month for attendance at
      a
      telephone conference, the date of which to be mutually agreed upon by Buyer
      and
      Seller, regarding the status of each Purchased Asset, Seller’s compliance with
      the requirements of Articles
      11 and 12 ,
      and any
      other matters relating to the Transaction Documents or Transactions that Buyer
      wishes to discuss with Seller.




(l)  Seller
      and Guarantor shall at all times (i) comply with all contractual obligations,
      (ii) comply in all material respects with all laws, ordinances, rules,
      regulations and orders (including, without limitation, environmental laws)
      of
      any Governmental Authority or any other federal, state, municipal or other
      public authority having jurisdiction over Seller and Guarantor or any of its
      assets and Seller and Guarantor shall do or cause to be done all things
      necessary to preserve and maintain in full force and effect its legal existence,
      and all licenses material to its business and (iii) maintain and preserve its
      legal existence and all of its material rights, privileges, licenses and
      franchises necessary for the operation of its business (including, without
      limitation, preservation of all lending licenses held by Seller and of Seller’s
      status as a “qualified transferee” (however denominated) under all documents
      which govern the Purchased Assets).




(m)  Seller
      and Guarantor shall at all times keep proper books of records and accounts
      in
      which full, true and correct entries shall be made of its transactions fairly
      in
      accordance with GAAP, and set aside on its books from its earnings for each
      fiscal year all such proper reserves in accordance with GAAP.




(n)  Seller
      shall observe, perform and satisfy all the terms, provisions, covenants and
      conditions required to be observed, performed or satisfied by it, and shall
      pay
      when due all costs, fees and expenses required to be paid by it, under the
      Transaction Documents. Seller shall pay and discharge all taxes, levies, liens
      and other charges on its assets and on the Collateral that, in each case, in
      any
      manner would create any lien or charge upon the Collateral, other than any
      such
      taxes that are being appropriately contested in good faith by appropriate
      proceedings diligently conducted and with respect to which adequate reserves
      have been provided in accordance with GAAP.


63




(o)  Seller
      will maintain records with respect to the Collateral and Purchased Items and
      the
      conduct and operation of its business with no less a degree of prudence than
      if
      the Collateral and Purchased Items were held by Seller for its own account
      and
      will furnish Buyer, upon reasonable request by Buyer or its designated
      representative, with reasonable information obtainable by Seller with respect
      to
      the Collateral and Purchased Items and the conduct and operation of its
      business.




(p)  Seller
      shall provide Buyer with reasonable access plus any such additional reports
      as
      Buyer may reasonably request. Upon reasonable notice (unless a Default shall
      have occurred and is continuing, in which case, no prior notice shall be
      required), during normal business hours, Seller shall allow Buyer to (i) review
      any operating statements, occupancy status and other property level information
      with respect to the underlying real estate directly or indirectly securing
      or
      supporting the Purchased Assets that either is in Seller’s possession or is
      available to Seller, (ii) examine, copy (at Buyer’s expense) and make extracts
      from its books and records, to inspect any of its Properties, and (iii) discuss
      Seller’s business and affairs with its officers.




(q)  Seller
      shall enter into Hedging Transactions with respect to each of the Hedge-Required
      Assets (subject to the definition of Concentration Limit) to the extent
      necessary to hedge interest rate risk associated with the Purchase Price on
      such
      Hedge-Required Assets, in a manner reasonably acceptable to Buyer, to the extent
      that such Hedging Transactions will not give rise to non-qualifying REIT income
      under section 856 of the Code.




(r)  Seller
      shall take all such steps as Buyer deems necessary to perfect the security
      interest granted pursuant to Article 6 in the
      Hedging Transactions, shall take such action as shall be necessary or advisable
      to preserve and protect Seller’s interest under all such Hedging Transactions
      (including, without limitation, requiring the posting of any required Additional
      Eligible Collateral thereunder, and hereby authorizes Buyer to take any such
      action that Seller fails to take after demand therefor by Buyer. Seller shall
      provide the Custodian with copies of all documentation relating to Hedging
      Transactions with Qualified Hedge Counterparties promptly after entering into
      same. All Hedging Transactions, if any, entered into by Seller with Buyer or
      any
      of its Affiliates in respect of any Purchased Asset shall be terminated
      contemporaneously with the repurchase of such Purchased Asset on the Repurchase
      Date therefor.




(s)  Seller
      shall:




(i)  not,
      unless it shall have provided Buyer thirty (30) days’ prior written notice
      of such change and shall have first taken all action required by Buyer for
      the
      purpose of perfecting or protecting the lien and security interest of Buyer
      established hereunder, (A) cause or permit any change to be made to its
      name, organizational identification number, identity or corporate structure,
      (B) cause or permit any change to its jurisdiction of organization, (C)
      cause or permit the opening of any new chief executive office or the closing
      any
      such office of Seller, or (D) cause or permit any change in the places where
      the
      books and records pertaining to the Purchased Assets are held;


64




(ii)  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;
      and




(iii)  not
      cause
      or permit any change of control of Seller without providing Buyer with at least
      ten (10) Business Days prior written notice thereof.




(t)  At
      any
      time that a Purchased Asset is no longer an Eligible Asset, Seller shall
      repurchase such Purchased Asset no later than three (3) Business Days, subject
      to the applicable cure rights set forth in Article
      13(a)(xv) ,
      after
      receiving notice or gaining knowledge that such Purchased Asset is no longer
      an
      Eligible Asset.




**ARTICLE
      13.**




**EVENTS
      OF DEFAULT; REMEDIES**




(a)  Each
      of
      the following events shall constitute an “ Event
      of Default ”
under
      this Agreement:




(i)  Seller
      or
      Guarantor shall fail to repurchase Purchased Assets (including, if applicable,
      any Future Funding Amounts related to a Future Funding Transaction) upon the
      applicable Repurchase Date;




(ii)  Buyer
      shall fail to receive on any Remittance Date the accreted value of the Price
      Differential (less any amount of such Price Differential previously paid by
      Seller to Buyer) (including, without limitation, in the event the Income paid
      or
      distributed on or in respect of the Purchased Assets is insufficient to make
      such payment and Seller does not make such payment or cause such payment to
      be
      made) (except that such failure shall not be an Event of Default by Seller
      if
      sufficient Income, including Principal Payments (solely to the extent (A) such
      Principal Payments are otherwise payable to Seller and not Buyer or its
      Affiliates as of such date in accordance with the terms of this Agreement,
      (B)
      there is no outstanding, uncured Margin Deficit or Event of Default and (C)
      no
      event shall have occurred that could, in Buyer’s sole determination, lead to a
      future Margin Deficit or Event of Default (in each case, without regard to
      any
      cure periods)), is on deposit in the Depository Account and the Depository
      fails
      to remit such funds to Buyer);




(iii)  Seller
      or
      Guarantor shall fail to cure any Margin Deficit, to the extent such Margin
      Deficit equals or exceeds the Minimum Transfer Amount, in accordance with Article 4 of this
      Agreement;




(iv)  Seller
      or
      Guarantor shall fail to make any payment not otherwise addressed under this Article 13(a) owing to
      Buyer that has become due, whether by acceleration or otherwise under the terms
      of this Agreement, which failure is not remedied within three (3) Business
      Days
      of notice thereof;


65




(v)  Seller
      shall default in the observance or performance of any agreement contained in Article 11 of this
      Agreement and, such default shall not be cured within five (5) Business Days
      after notice by Buyer to Seller thereof;




(vi)  an
      Act of
      Insolvency occurs with respect to Seller or Guarantor;




(vii)  Seller
      or
      Guarantor shall admit to any Person its inability to, or its intention not
      to,
      perform any of its obligations hereunder;




(viii)  the
      Custodial Agreement, the Depository Agreement or any other Transaction Document
      or a replacement therefor reasonably acceptable to Buyer shall for whatever
      reason be terminated or cease to be in full force and effect, or the
      enforceability thereof shall be contested by Seller;




(ix)  Guarantor
      shall be in default under (i) any Indebtedness of Guarantor, which default
      (1)
      involves the failure to pay a matured obligation in excess of $50,000,000 with
      respect to Guarantor or (2) permits the acceleration of the maturity of
      obligations by any other party to or beneficiary with respect to such
      Indebtedness, if the aggregate amount of the Indebtedness in respect of which
      such default or defaults shall have occurred is at least $50,000,000 with
      respect to Guarantor; or (ii) any other material contract to which Guarantor
      is
      a party which default (1) involves the failure to pay a matured obligation
      of at
      least $50,000,000 or (2) permits the acceleration of the maturity of obligations
      by any other party to or beneficiary of such contract if the aggregate amount
      of
      such obligations is $50,000,000 with respect to Guarantor;




(x)  (i)
      Seller or an ERISA Affiliate shall engage in any “prohibited transaction” (as
      defined in Section 406 of ERISA or Section 4975 of the Code) involving
      any Plan that is not exempt from such Sections of ERISA and the Code,
      (ii) any material “accumulated funding deficiency” (as defined in
      Section 302 of ERISA), whether or not waived, shall exist with respect to
      any Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets
      of
      Seller or any ERISA Affiliate, (iii) a Reportable Event (as referenced in
      Section 4043(b)(3) of ERISA) shall occur with respect to, or proceedings shall
      commence to have a trustee appointed, or a trustee shall be appointed, to
      administer or to terminate, any Plan, which Reportable Event or commencement
      of
      proceedings or appointment of a trustee is, in the reasonable opinion of Buyer,
      likely to result in the termination of such Plan for purposes of Title IV of
      ERISA, (iv) any Plan shall terminate for purposes of Title IV of ERISA,
      (v) Seller or any ERISA Affiliate shall, or in the reasonable opinion of
      Buyer is likely to, incur any liability in connection with a withdrawal from,
      or
      the insolvency or reorganization of, a Multiemployer Plan or (vi) any other
      event or condition shall occur or exist with respect to a Plan; and in each
      case
      in clauses (i) through (vi) above, such event or condition, together with all
      other such events or conditions, if any, could reasonably be expected to have
      a
      Material Adverse Effect;




(xi)  either
      (A) the Transaction Documents shall for any reason not cause, or shall cease
      to
      cause, Buyer to be the owner free of any adverse claim of any of the Purchased
      Assets, and such condition is not cured by Seller within five (5) Business
      Days
      after notice thereof from Buyer to Seller, or (B) if a Transaction is
      recharacterized as a secured financing, and the Transaction Documents with
      respect to any Transaction shall for any reason cease to create and maintain
      a
      valid first priority security interest in favor of Buyer in any of the Purchased
      Assets and the same is not cured within five (5) Business Days;


66




(xii)  an
“Event
      of Default,” “Termination Event,” “Potential Event of Default” or other default
      or breach, however denominated, occurs under any Hedging Transaction on the
      part
      of Seller, or the counterparty to Seller on any such Hedging Transaction with
      a
      Qualified Hedge Counterparty ceases to be a Qualified Hedge Counterparty, that
      is otherwise not cured within any applicable cure period thereunder or, if
      no
      cure period exists thereunder, which is not cured by Seller within five (5)
      Business Days after notice thereof from an Affiliated Hedge Counterparty or
      Qualified Hedge Counterparty to Seller;




(xiii)  any
      governmental, regulatory, or self-regulatory authority shall have taken any
      action to remove, limit, restrict, suspend or terminate the rights, privileges,
      or operations of Seller or Guarantor, which suspension has a Material Adverse
      Effect in the determination of Buyer and that is not cured by Seller or
      Guarantor, as applicable, within five (5) Business Days after notice thereof
      from Buyer to Seller or Guarantor, as applicable;




(xiv)  any
      condition shall exist that constitutes a Material Adverse Effect in Buyer’s sole
      discretion exercised in good faith that is not cured by Seller or Guarantor,
      as
      applicable, within three (3) Business Days after notice thereof from Buyer
      to
      Seller or Guarantor, as applicable;




(xv)  any
      representation made by Seller to Buyer shall have been incorrect or untrue
      in
      any material respect when made or repeated or deemed to have been made or
      repeated (other than the representations and warranties of Seller set forth
      in Articles  10(b)(xxi) or 10(b)(xxii) )
      by
      Seller, which shall not be considered an Event of Default if incorrect or untrue
      in any material respect, provided Seller
      terminates the related Transaction, as applicable, and repurchases the related
      Purchased Assets on an Early Repurchase Date no later than three (3) Business
      Days after receiving notice of such incorrect or untrue representation; unless
      Seller shall have made any such representation with knowledge that it was
      materially incorrect or untrue at the time made; provided , however ,
      if
      Buyer and Seller have agreed in good faith that (i) a breach of a representation
      is curable, (ii) such breach is non-monetary in nature and (iii) such breach
      is
      related only to the Purchased Assets, Seller
      shall have a fifteen (15) Business Day period to cure the breach after notice
      thereof from Buyer. To the extent the breach remains uncured after such fifteen
      (15) Business Day period, Seller must immediately repurchase the related
      Purchased Asset within one (1) Business Day;  provided ,
      that if
      Buyer determines that Seller is diligently seeking a cure to such breach, Buyer
      may, in its sole and absolute discretion, provide Seller with an additional
      fifteen (15) Business Day period to cure such breach, after which Seller must
      immediately repurchase the related Purchased Asset if its attempt to cure such
      breach by the expiration of such second cure period is
      unsuccessful;


67




(xvi)  a
      final
      non-appealable judgment by any competent court in the United States of America
      for the payment of money (a) rendered against Seller in an amount greater than
      $250,000 or (b) rendered against Guarantor in an amount greater than
      $50,000,000, and remained undischarged and unpaid for a period of sixty (60)
      days, during which period execution of such judgment is not effectively stayed
      by bonding over or other means acceptable to Buyer;




(xvii)  if
      Seller
      shall breach or fail to perform any of the terms, covenants, obligations or
      conditions of this Agreement, other than as specifically otherwise referred
      to
      in this definition of “ Event
      of Default ”,
      and
      such breach or failure to perform is not remedied within the earlier of seven
      (7) days after (a) delivery of notice thereof to Seller by Buyer, or (b) actual
      knowledge on the part of Seller of such breach or failure to perform;




(xviii)  if
      the
      Guarantor shall breach or fail to perform any of the terms, covenants,
      obligations or conditions of the Guarantee Agreement, and such breach or failure
      to perform is not remedied within the earlier of three (3) Business Days after
      (a) delivery of notice thereof to any Guarantor by Buyer, or (b) actual
      knowledge on the part of any Guarantor of such breach or failure to perform;
      and




(xix)  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, or the
      enforceability thereof shall be contested by either Guarantor or
      Seller.




(b)  After
      the
      occurrence and during the continuance of an Event of Default, Seller hereby
      appoints Buyer as attorney-in-fact of Seller for the purpose of carrying out
      the
      provisions of this Agreement and taking any action and executing or endorsing
      any instruments that Buyer may deem necessary or advisable to accomplish the
      purposes hereof, which appointment as attorney-in-fact is irrevocable and
      coupled with an interest. If an Event of Default shall occur and be continuing
      with respect to Seller, the following rights and remedies shall be available
      to
      Buyer:




(i)  At
      the
      option of Buyer, exercised by written notice to Seller (which option shall
      be
      deemed to have been exercised, even if no notice is given, immediately upon
      the
      occurrence of an Act of Insolvency with respect to Seller or Guarantor), the
      Repurchase Date for each Transaction hereunder shall, if it has not already
      occurred, be deemed immediately to occur (the date on which such option is
      exercised or deemed to have been exercised being referred to hereinafter as
      the
“ Accelerated
      Repurchase Date ”).




(ii)  If
      Buyer
      exercises or is deemed to have exercised the option referred to in Article 13(b)(i) of this
      Agreement:




(A)  Seller’s
      obligations hereunder to repurchase all Purchased Assets shall become
      immediately due and payable on and as of the Accelerated Repurchase Date;
      and




(B)  to
      the
      extent permitted by applicable law, the Repurchase Price with respect to each
      Transaction (determined as of the Accelerated Repurchase Date) shall be
      increased by the aggregate amount obtained by daily application of, on a 360-day
      per year basis for the actual number of days during the period from and
      including the Accelerated Repurchase Date to but excluding the date of payment
      of the Repurchase Price (as so increased), (x) the Pricing Rate for such
      Transaction multiplied by (y) the Repurchase Price for such Transaction
      (decreased by (I) any amounts actually remitted to Buyer by the Depository
      or
      Seller from time to time pursuant to Article
      5 of this
      Agreement and applied to such Repurchase Price, and (II) any amounts applied
      to
      the Repurchase Price pursuant to Article 13(b)(iii) of this
      Agreement); and


68




(C)  the
      Custodian shall, upon the request of Buyer, deliver to Buyer all instruments,
      certificates and other documents then held by the Custodian relating to the
      Purchased Assets.




(iii)  Upon
      the
      occurrence of an Event of Default with respect to Seller, Buyer may (A)
      immediately sell, at a public or private sale in a commercially reasonable
      manner and at such price or prices as Buyer may deem satisfactory any or all
      of
      the Purchased Assets, and/or (B) in its sole discretion elect, in lieu of
      selling all or a portion of such Purchased Assets, to give Seller credit for
      such Purchased Assets in an amount equal to the Market Value of such Purchased
      Assets against the aggregate unpaid Repurchase Price for such Purchased Assets
      and any other amounts owing by Seller under the Transaction Documents. The
      proceeds of any disposition of Purchased Assets effected pursuant to this Article
      13(b)(iii) shall be
      applied, (v) first, to the costs and expenses incurred by Buyer in connection
      with Seller’s default; (w) second, to actual, out-of-pocket expenses, including,
      but not limited to, costs of cover and/or Hedging Transactions, if any; (x)
      third, to the Repurchase Price; (y) fourth, to any Breakage Costs; and (z)
      fifth, to return any excess to Seller. Seller may bid in any public or private
      sale of the Purchased Assets.




(iv)  The
      parties recognize that it may not be possible to purchase or sell all of the
      Purchased Assets on a particular Business Day, or in a transaction with the
      same
      purchaser, or in the same manner because the market for such Purchased Assets
      may not be liquid. In view of the nature of the Purchased Assets, the parties
      agree that liquidation of a Transaction or the Purchased Assets does not require
      a public purchase or sale and that a good faith private purchase or sale shall
      be deemed to have been made in a commercially reasonable manner. Accordingly,
      Buyer may elect, in its sole discretion, the time and manner of liquidating
      any
      Purchased Assets, and nothing contained herein shall (A) obligate Buyer to
      liquidate any Purchased Assets on the occurrence and during the continuance
      of
      an Event of Default or to liquidate all of the Purchased Assets in the same
      manner or on the same Business Day or (B) constitute a waiver of any right
      or
      remedy of Buyer.




(v)  Seller
      shall be liable to Buyer for (A) the amount of all actual out-of-pocket
      expenses, including reasonable legal fees and expenses, actually incurred by
      Buyer in connection with or as a consequence of an Event of Default with respect
      to Seller and (B) all costs incurred by Buyer in connection with Hedging
      Transactions in the event that Seller, from and after an Event of Default,
      takes
      any action to impede or otherwise affect Buyer’s remedies under this
      Agreement.


69




(vi)  Buyer
      shall have, in addition to its rights and remedies under the Transaction
      Documents, all of the rights and remedies provided by applicable federal, state,
      foreign (where relevant), and local laws (including, without limitation, if
      the
      Transactions are recharacterized as secured financings, the rights and remedies
      of a secured party under the UCC of the State of New York, to the extent that
      the UCC is applicable, and the right to offset any mutual debt and claim),
      in
      equity, and under any other agreement between Buyer and Seller. Without limiting
      the generality of the foregoing, Buyer shall be entitled to set off the proceeds
      of the liquidation of the Purchased Assets against all of Seller’s obligations
      to Buyer under this Agreement, without prejudice to Buyer’s right to recover any
      deficiency.




(vii)  Subject
      to the notice and cure periods contained herein, where applicable, Buyer may
      exercise any or all of the remedies available to Buyer immediately upon the
      occurrence of an Event of Default with respect to Seller and at any time during
      the continuance thereof. All rights and remedies arising under the Transaction
      Documents, as amended from time to time, are cumulative and not exclusive of
      any
      other rights or remedies that Buyer may have.




(viii)  Buyer
      may
      enforce its rights and remedies hereunder without prior judicial process or
      hearing, and Seller hereby expressly waives any defenses Seller might otherwise
      have to require Buyer to enforce its rights by judicial process. Seller also
      waives, to the extent permitted by law, any defense Seller might otherwise
      have
      arising from the use of nonjudicial process, disposition of any or all of the
      Purchased Assets, or from any other election of remedies. Seller recognizes
      that
      nonjudicial remedies are consistent with the usages of the trade, are responsive
      to commercial necessity and are the result of a bargain at arm’s
      length.




**ARTICLE
      14.**




**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.




70




**ARTICLE
      15.**




**RECORDING
      OF COMMUNICATIONS**




**EACH
      OF BUYER AND SELLER SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) FROM TIME
      TO
      TIME TO MAKE OR CAUSE TO BE MADE TAPE RECORDINGS OF COMMUNICATIONS BETWEEN
      ITS
      EMPLOYEES, IF ANY, AND THOSE OF THE OTHER PARTY WITH RESPECT TO TRANSACTIONS;** **PROVIDED** **,** **HOWEVER** **,
      THAT SUCH RIGHT TO RECORD COMMUNICATIONS SHALL BE LIMITED TO COMMUNICATIONS
      OF
      EMPLOYEES TAKING PLACE ON THE TRADING FLOOR OF THE APPLICABLE PARTY. EACH OF
      BUYER AND SELLER HEREBY CONSENTS TO THE ADMISSIBILITY OF SUCH TAPE RECORDINGS
      IN
      ANY COURT, ARBITRATION, OR OTHER PROCEEDINGS, AND AGREES THAT A DULY
      AUTHENTICATED TRANSCRIPT OF SUCH A TAPE RECORDING SHALL BE DEEMED TO BE A
      WRITING CONCLUSIVELY EVIDENCING THE PARTIES’ AGREEMENT.**




**ARTICLE
      16.**




**NOTICES
      AND OTHER COMMUNICATIONS**




Unless
      otherwise provided in this Agreement, all notices, consents, approvals and
      requests required or permitted hereunder shall be given in writing and shall
      be
      effective for all purposes if hand delivered or sent by (a) hand delivery,
      with
      proof of delivery, (b) certified or registered United States mail, postage
      prepaid, (c) expedited prepaid delivery service, either commercial or United
      States Postal Service, with proof of delivery or (d) by telecopier (with
      answerback acknowledged) provided that
      such telecopied notice must also be delivered by one of the means set forth
      in
      (a), (b) or (c) above, to the address specified in Annex
      I hereto
      or at such other address and person as shall be designated from time to time
      by
      any party hereto, as the case may be, in a written notice to the other parties
      hereto in the manner provided for in this Article
      16 .
      A
      notice shall be deemed to have been given: (w) in the case of hand delivery,
      at
      the time of delivery, (x) in the case of registered or certified mail, when
      delivered or the first attempted delivery on a Business Day, (y) in the case
      of
      expedited prepaid delivery upon the first attempted delivery on a Business
      Day,
      or (z) in the case of telecopier, upon receipt of answerback confirmation, provided that
      such telecopied notice was also delivered as required in this Article
      16 .
      A party
      receiving a notice that does not comply with the technical requirements for
      notice under this Article
      16 may
      elect to waive any deficiencies and treat the notice as having been properly
      given.




**ARTICLE
      17.**




**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.




71




**ARTICLE
      18.**




**NON-ASSIGNABILITY**




(a)  Subject
      to Article
      18(b) below,
      Seller may not assign any of its rights or obligations under this Agreement
      without the prior written consent of Buyer (not to be unreasonably withheld
      or
      delayed) and any attempt by Seller to assign any of its rights or obligations
      under this Agreement without the prior written consent of Buyer shall be null
      and void. Buyer may, upon notice to Seller, without consent of Seller, sell
      to
      one or more banks, financial institutions or other entities (“ Participants ”)
      participating interests in any Transaction, its interest in the Purchased
      Assets, or any other interest of Buyer under this Agreement. Buyer may, at
      any
      time and from time to time, assign to any Person (an “ Assignee ”
and
      together with Participants, each a “ Transferee ”
and
      collectively, the “ Transferees ”)
      all or
      any part of its rights its interest in the Purchased Assets, or any other
      interest of Buyer under this Agreement, except that, prior to an Event of
      Default, no such Transferee shall be one of the Prohibited Transferees set
      forth
      on Exhibit
      IX hereto.
      Seller and Guarantor agree to cooperate with Buyer in connection with any such
      assignment, transfer or sale of participating interest, and to enter into such
      restatements of, and amendments, supplements and other modifications to, this
      Agreement in order to give effect to such assignment, transfer or
      sale.




(b)  Title
      to
      all Purchased Assets and Purchased Items shall pass to Buyer and Buyer shall
      have free and unrestricted use of all Purchased Assets. Nothing in this
      Agreement shall preclude Buyer from engaging in repurchase transactions with
      the
      Purchased Assets and Purchased Items or otherwise selling, pledging, repledging,
      transferring, hypothecating, or rehypothecating the Purchased Assets and
      Purchased Items, all on terms that Buyer may determine in its sole discretion; provided , however ,
      that
      Buyer shall (i) provide Seller with the identity of any third party involved
      in
      such transaction, (ii) transfer the Purchased Assets to Seller on the applicable
      Repurchase Date free and clear of any pledge, lien, security interest,
      encumbrance, charge or other adverse claim on any of the Purchased Assets and
      (iii) credit Income and principal payments to Seller in accordance with Article
      5 hereof.
      Nothing contained in this Agreement shall obligate Buyer to segregate any
      Purchased Assets or Purchased Items transferred to Buyer by Seller.




(c)  In
      the
      event that Buyer sells a participating interest in any Transaction, or assigns
      any of its rights or interests in the Purchased Asset or other interests under
      this Agreement, Buyer shall retain certain decision-making rights and duties
      under this Agreement, including, among other things, that Buyer shall have
      the
      right to approve in its sole discretion any future Transactions and Future
      Funding Transactions.




**ARTICLE
      19.**




**GOVERNING
      LAW**




**THIS
      AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
      THE
      STATE OF NEW YORK PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS
      LAW.**




72




**ARTICLE
      20.**




**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 Articles 4(a) or 4(b) hereof
      will not constitute a waiver of any right to do so at a later date.




**ARTICLE
      21.**




**USE
      OF EMPLOYEE PLAN ASSETS**




(a)  If
      assets
      of an employee benefit plan subject to any provision of 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 Article
      21 ,
      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 Article
      21 ,
      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 that 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 Seller in any
      outstanding Transaction involving a Plan Party.




**ARTICLE
      22.**




**INTENT**




(a)  The
      parties recognize that each Transaction is a “repurchase agreement” as that term
      is defined in Section 101(47) of Title 11 of the United States Code, as amended
      (except insofar as the type of Assets 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 Assets delivered to it in
      connection with Transactions hereunder or to exercise any other remedies
      pursuant to Article 13 hereof
      is
      a contractual right to liquidate such Transaction as described in Sections
      555,
      559 and 561 of Title 11 of the United States Code, as amended.


73




(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 the 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).




(e)  It
      is
      understood that this Agreement constitutes a “master netting agreement” as
      defined in Section 101(38A) of Title 11 of the United States Code, as amended,
      and as used in Section 561 of Title 11 of the United States Code, as
      amended.




(f)  It
      is the
      intention of the parties that, for U.S. Federal, state and local income and
      franchise tax purposes and for accounting purposes, each Transaction constitute
      a financing, and that Seller be (except to the extent that Buyer shall have
      exercised its remedies following an Event of Default) the owner of the Purchased
      Assets for such purposes. Unless prohibited by applicable law, Seller and Buyer
      agree to treat the Transactions as described in the preceding sentence on any
      and all filings with any U.S. Federal, state, or local taxing
      authority.




**ARTICLE
      23.**




**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.




74




**ARTICLE
      24.**




**CONSENT
      TO JURISDICTION; WAIVER OF JURY TRIAL**




(a)  Each
      party irrevocably and unconditionally (i) submits to the non-exclusive
      jurisdiction of any United States Federal or New York State court sitting in
      Manhattan, and any appellate court from any such court, solely for the purpose
      of any suit, action or proceeding brought to enforce its obligations under
      this
      Agreement or relating in any way to this Agreement or any Transaction under
      this
      Agreement and (ii) waives, to the fullest extent it may effectively do so,
      any
      defense of an inconvenient forum to the maintenance of such action or proceeding
      in any such court and any right of jurisdiction on account of its place of
      residence or domicile.




(b)  To
      the
      extent that either party has or hereafter may acquire any immunity (sovereign
      or
      otherwise) from any legal action, suit or proceeding, from jurisdiction of
      any
      court or from set off or any legal process (whether service or notice,
      attachment prior to judgment, attachment in aid of execution of judgment,
      execution of judgment or otherwise) with respect to itself or any of its
      property, such party hereby irrevocably waives and agrees not to plead or claim
      such immunity in respect of any action brought to enforce its obligations under
      this Agreement or relating in any way to this Agreement or any Transaction
      under
      this Agreement.




(c)  The
      parties hereby irrevocably consent to the service of any summons and complaint
      and any other process by the mailing of copies of such process to them at their
      respective address specified herein. The parties hereby agree that a final
      judgment in any such action or proceeding shall be conclusive and may be
      enforced in other jurisdictions by suit on the judgment or in any other manner
      provided by law. Nothing in this Article
      24 shall
      affect the right of Buyer to serve legal process in any other manner permitted
      by law or affect the right of Buyer to bring any action or proceeding against
      Seller or its property in the courts of other jurisdictions.




(d)  EACH
      OF
      THE PARTIES HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY
      ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT,
      ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER
      OR THEREUNDER.




**ARTICLE
      25.**




**NO
      RELIANCE**




Each
      of
      Buyer and Seller hereby acknowledges, represents and warrants to the other
      that,
      in connection with the negotiation of, the entering into, and the performance
      under, the Transaction Documents and each Transaction thereunder:




(a)  It
      is not
      relying (for purposes of making any investment decision or otherwise) upon
      any
      advice, counsel or representations (whether written or oral) of the other party
      to the Transaction Documents, other than the representations expressly set
      forth
      in the Transaction Documents;


75




(b)  It
      has
      consulted with its own legal, regulatory, tax, business, investment, financial
      and accounting advisors to the extent that it has deemed necessary, and it
      has
      made its own investment, hedging and trading decisions (including decisions
      regarding the suitability of any Transaction) based upon its own judgment and
      upon any advice from such advisors as it has deemed necessary and not upon
      any
      view expressed by the other party;




(c)  It
      is a
      sophisticated and informed Person that has a full understanding of all the
      terms, conditions and risks (economic and otherwise) of the Transaction
      Documents and each Transaction thereunder and is capable of assuming and willing
      to assume (financially and otherwise) those risks;




(d)  It
      is
      entering into the Transaction Documents and each Transaction thereunder for
      the
      purposes of managing its borrowings or investments or hedging its underlying
      assets or liabilities and not for purposes of speculation; and




(e)  It
      is not
      acting as a fiduciary or financial, investment or commodity trading advisor
      for
      the other party and has not given the other party (directly or indirectly
      through any other Person) any assurance, guarantee or representation whatsoever
      as to the merits (either legal, regulatory, tax, business, investment, financial
      accounting or otherwise) of the Transaction Documents or any Transaction
      thereunder.




**ARTICLE
      26.**




**INDEMNITY**




Seller
      hereby agrees to indemnify Buyer, Buyer’s designee, Buyer’s Affiliates and each
      of its officers, directors, employees and agents (“ Indemnified
      Parties ”)
      from
      and against any and all actual out-of-pocket liabilities, obligations, losses,
      damages, penalties, actions, judgments, suits, taxes (including stamp, excise,
      sales or other taxes that may be payable or determined to be payable with
      respect to any of the Purchased Assets, Purchased Items or Collateral or in
      connection with any of the transactions contemplated by this Agreement and
      the
      documents delivered in connection herewith, other than income, withholding
      or
      other taxes imposed upon Buyer), fees, costs, expenses (including attorneys
      fees
      and disbursements) or disbursements (all of the foregoing, collectively
“ Indemnified
      Amounts ”)
      that
      may at any time (including, without limitation, such time as this Agreement
      shall no longer be in effect and the Transactions shall have been repaid in
      full) be imposed on or asserted against any Indemnified Party in any way
      whatsoever arising out of or in connection with, or relating to, this Agreement
      or any Transactions hereunder or any action taken or omitted to be taken by
      any
      Indemnified Party under or in connection with any of the foregoing other than,
      in each case, any amounts that fall within the above definition but result
      from
      the gross negligence, bad faith, willful misconduct, or breach of this Agreement
      by any Indemnified Party. Without limiting the generality of the foregoing,
      Seller agrees to hold Buyer harmless from and indemnify Buyer against all
      Indemnified Amounts with respect to all Purchased Assets relating to or arising
      out of any violation or alleged violation of any environmental law, rule or
      regulation or any consumer credit laws, including without limitation ERISA,
      the
      Truth in Lending Act and/or the Real Estate Settlement Procedures Act other
      than
      those resulting from the gross negligence, bad faith, willful misconduct, or
      breach of this Agreement by any Indemnified Party. In any suit, proceeding
      or
      action brought by Buyer in connection with any Purchased Asset for any sum
      owing
      thereunder, or to enforce any provisions of any Purchased Asset, Seller will
      save, indemnify and hold Buyer harmless from and against all expense (including
      reasonable attorney’s fees), 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 Buyer as and when
      billed by Buyer for all Buyer’s reasonable costs and out-of-pocket expenses
      incurred in connection with Buyer’s due diligence reviews with respect to the
      Purchased Assets (including, without limitation, those incurred pursuant to Article 27 and Article 3 )
      which,
      for Senior Mortgage Loans shall not exceed the applicable Legal Fee Cap
      (including all Pre-Purchase Legal Expenses, even if the underlying prospective
      Transaction for which they were incurred does not take place for any reason).
      Seller hereby acknowledges that, the obligation of Seller hereunder is a
      recourse obligation of Seller.




76




**ARTICLE
      27.**




**DUE
      DILIGENCE**




Seller
      acknowledges that Buyer has the right to perform continuing due diligence
      reviews with respect to the Purchased Assets, for purposes of verifying
      compliance with the representations, warranties and specifications made
      hereunder, or otherwise, and Seller agrees that upon reasonable prior notice
      to
      Seller, Buyer or its authorized representatives will be permitted during normal
      business hours to examine, inspect, and make copies and extracts of, the
      Purchased Asset Files, Servicing Records and any and all documents, records,
      agreements, instruments or information relating to such Purchased Assets in
      the
      possession or under the control of Seller, any other servicer or subservicer
      and/or the Custodian. Seller agrees to reimburse Buyer for any and all
      out-of-pocket costs and expenses incurred by Buyer with respect to continuing
      due diligence on the Purchased Assets during the term of this Agreement, which
      shall be paid by Seller to Buyer within (10) days after receipt of an invoice
      therefor. Seller also shall make available to Buyer a knowledgeable financial
      or
      accounting officer for the purpose of answering questions respecting the
      Purchased Asset Files and the Purchased Assets. Without limiting the generality
      of the foregoing, Seller acknowledges that Buyer may enter into Transactions
      with Seller based solely upon the information provided by Seller to Buyer and
      the representations, warranties and covenants contained herein, and that Buyer,
      at its option, has the right at any time to conduct a partial or complete due
      diligence review on some or all of the Purchased Assets. Buyer may underwrite
      such Purchased Assets itself or engage a third party underwriter to perform
      such
      underwriting. Seller agrees to cooperate with Buyer and any third party
      underwriter in connection with such underwriting, including, but not limited
      to,
      providing Buyer and any third party underwriter with access to any and all
      documents, records, agreements, instruments or information relating to such
      Purchased Assets in the possession, or under the control, of Seller. Seller
      further agrees that Seller shall reimburse Buyer for any and all reasonable
      attorneys’ fees, costs and expenses incurred by Buyer in connection with
      continuing due diligence on Eligible Assets and Purchased Assets.




77




**ARTICLE
      28.**




**SERVICING**




(a)  Notwithstanding
      the purchase and sale of the Purchased Assets hereby, Seller, Servicer or a
      third party servicer reasonably approved by Buyer shall service the Purchased
      Assets that are Eligible Loans (such Purchased Assets, “ Serviced
      Assets ”)
      for
      the benefit of Buyer and, if Buyer shall exercise its rights to pledge or
      hypothecate the Serviced Assets prior to the Repurchase Date pursuant to Article
      8 ,
      for the
      benefit of Buyer’s assigns. Seller shall service or cause Servicer to service
      the Serviced Assets at Seller’s sole cost and for the benefit of Buyer in
      accordance with Accepted Servicing Practices approved by Buyer in the exercise
      of its reasonable business judgment and maintained by other prudent mortgage
      or
      mezzanine lenders with respect to mortgage and/or mezzanine loans similar to
      the
      Serviced Assets, provided , however ,
      that
      the obligations of Seller to service any of the Serviced Assets shall cease,
      at
      Buyer’s option, upon the earliest of (i) an Event of Default, or (ii) the
      delivery by Buyer to Seller of at least five (5) days’ prior written notice of
      the decision by Buyer to transfer the servicing rights of any or all of the
      Serviced Assets to either Servicer or another third party servicer selected
      by
      Buyer. In either case, Seller shall take all actions necessary to effectuate
      the
      underlying servicing transfer as expeditiously as possible. Notwithstanding
      the
      foregoing, neither Seller nor Servicer shall take any material action or effect
      any modification or amendment to any Purchased Asset without first having given
      prior notice thereof to Buyer in each such instance and receiving the prior
      written consent of Buyer.




(b)  Seller
      agrees that Buyer is the owner of all servicing records, including but not
      limited to any and all servicing agreements and pooling and servicing agreements
      (including, without limitation any “Interim Servicing Agreement” with Servicer)
      (collectively, the “ Servicing
      Agreements ”),
      files, documents, records, data bases, computer tapes, copies of computer tapes,
      proof of insurance coverage, insurance policies, appraisals, other closing
      documentation, payment history records, and any other records relating to or
      evidencing the servicing of Purchased Assets (the “ Servicing
      Records ”)
      so
      long as the Purchased Assets are subject to this Agreement. Seller grants Buyer
      a security interest in all servicing fees and rights relating to the Purchased
      Assets and all Servicing Records to secure the obligation of Seller or its
      designee to service in conformity with this Article
      28 and any
      other obligation of Seller to Buyer. Seller covenants to safeguard such
      Servicing Records and to deliver them promptly to Buyer or its designee
      (including the Custodian) at Buyer’s request.




(c)  Upon
      the
      occurrence and during the continuance of an Event of Default, Buyer may, in
      its
      sole discretion, (i) sell its right to the Purchased Assets on a servicing
      released basis or (ii) terminate Seller, Servicer or any sub-servicer of the
      Purchased Assets with or without cause, in each case without payment of any
      termination fee.




(d)  Seller
      shall not employ sub-servicers to service the Purchased Assets without the
      prior
      written approval of Buyer not to be unreasonably withheld. If the Purchased
      Assets are serviced by a sub-servicer, Seller shall irrevocably assign all
      rights, title and interest (if any) in the Servicing Agreements in the Purchased
      Assets to Buyer.




(e)  Seller
      shall cause Servicer or any sub-servicers engaged by Seller to execute a letter
      agreement with Buyer acknowledging Buyer’s security interest and agreeing that
      it shall deposit all Income with respect to the Purchased Assets in the
      Depository Account, and so long as a Purchased Asset is subject to a
      Transaction, following notice from Buyer to Seller of an Event of Default under
      this Agreement, Servicer shall take no action under this Agreement with regard
      to such Purchased Asset other than as specifically directed by
      Buyer.


78




(f)  The
      payment of servicing fees shall be subordinate to payment of amounts outstanding
      under any Transaction and this Agreement.




**ARTICLE
      29.**




**MISCELLANEOUS**




(a)  All
      rights, remedies and powers of Buyer hereunder and in connection herewith are
      irrevocable and cumulative, and not alternative or exclusive, and shall be
      in
      addition to all other rights, remedies and powers of Buyer whether under law,
      equity or agreement. In addition to the rights and remedies granted to it in
      this Agreement, to the extent this Agreement is determined to create a security
      interest, Buyer shall have all rights and remedies of a secured party under
      the
      UCC.




(b)  The
      Transaction Documents may be executed in counterparts, each of which so executed
      shall be deemed to be an original, but all of such counterparts shall together
      constitute but one and the same instrument.




(c)  The
      headings in the Transaction Documents are for convenience of reference only
      and
      shall not affect the interpretation or construction of the Transaction
      Documents.




(d)  Without
      limiting the rights and remedies of Buyer under the Transaction Documents,
      Seller shall pay Buyer’s reasonable actual out-of-pocket costs and expenses,
      including reasonable fees and expenses of accountants, attorneys and advisors,
      incurred in connection with the preparation, negotiation, execution and
      consummation of, and any amendment, supplement or modification to, the
      Transaction Documents and the Transactions thereunder, whether or not such
      Transaction Document (or amendment thereto) or Transaction is ultimately
      consummated. Seller agrees to pay Buyer on demand all costs and expenses
      (including reasonable expenses for legal services of every kind) of any
      subsequent enforcement of any of the provisions hereof, or of the performance
      by
      Buyer of any obligations of Seller in respect of the Purchased Assets, or any
      actual or attempted sale, or any exchange, enforcement, collection, compromise
      or settlement in respect of any of the Collateral or Purchased Items and for
      the
      custody, care or preservation of the Collateral or Purchased Items (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
      Buyer on demand all reasonable costs and expenses (including reasonable expenses
      for legal services) incurred in connection with the maintenance of the
      Depository Account and registering the Collateral and Purchased Items in the
      name of Buyer or its nominee. All such expenses shall be recourse obligations
      of
      Seller to Buyer under this Agreement.




(e)  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 or its Affiliates by Seller under the Transaction 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 its respective
      successors and assigns (including, without limitation, branches and agencies
      of
      Buyer, 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 Transaction Documents, irrespective
      of whether 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 Transaction 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 OR
      PURCHASED ITEMS THAT SECURE THE AMOUNTS OWING TO BUYER OR ITS AFFILIATES BY
      SELLER UNDER THE TRANSACTION DOCUMENTS, PRIOR TO EXERCISING THEIR 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.


79




(f)  Each
      provision of this Agreement shall be interpreted in such manner as to be
      effective and valid under applicable law, but if any provision of this Agreement
      shall be prohibited by or be invalid under such law, such provision shall be
      ineffective to the extent of such prohibition or invalidity, without
      invalidating the remainder of such provision or the remaining provisions of
      this
      Agreement.




(g)  This
      Agreement contains a final and complete integration of all prior expressions
      by
      the parties with respect to the subject matter hereof and thereof and shall
      constitute the entire agreement among the parties with respect to such subject
      matter, superseding all prior oral or written understandings.




(h)  The
      parties understand that this Agreement is a legally binding agreement that
      may
      affect such party’s rights. Each party represents to the other that it has
      received legal advice from counsel of its choice regarding the meaning and
      legal
      significance of this Agreement and that it is satisfied with its legal counsel
      and the advice received from it.




(i)  Should
      any provision of this Agreement require judicial interpretation, it is agreed
      that a court interpreting or construing the same shall not apply a presumption
      that the terms hereof shall be more strictly construed against any Person by
      reason of the rule of construction that a document is to be construed more
      strictly against the Person who itself or through its agent prepared the same,
      it being agreed that all parties have participated in the preparation of this
      Agreement.


80




(j)  Wherever
      pursuant to this Agreement, Buyer exercises any right given to it to consent
      or
      not consent, or to approve or disapprove, or any arrangement or term is to
      be
      satisfactory to, Buyer in its sole discretion, Buyer shall decide to consent
      or
      not consent, or to approve or disapprove or to decide that arrangements or
      terms
      are satisfactory or not satisfactory, in its sole and absolute discretion and
      such decision by Buyer shall be final and conclusive.




(k)  Each
      Affiliated Hedge Counterparty is an intended third party beneficiary of this
      Agreement and the parties hereto agree that this Agreement shall not be amended
      or otherwise modified without the written consent of each Affiliated Hedge
      Counterparty, such consent not to be unreasonably withheld.




(l)  Notwithstanding
      anything to the contrary contained herein or in any Repurchase Document,
      Guarantor and any Affiliate of Guarantor shall be entitled to disclose any
      and
      all terms of any Repurchase Document, including the public filing thereof,
      if
      the Guarantor, in its sole discretion, deems it necessary or appropriate under
      the rules or regulations of the Securities and Exchange Commission and/or the
      New York Stock Exchange.







[REMAINDER
      OF PAGE LEFT BLANK]





81




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




BUYER :




**JPMORGAN
      CHASE BANK, N.A.,** a
      national banking association




By:   /s/
      Kanul K. Singh


Name:
      Kunal K. Singh


Title:
      Vice President













SELLER :




**NRFC
      JP HOLDINGS, LLC** ,
      a
      Delaware limited liability company




By: /s/
      Daniel R. Gilbert


Name:
      Daniel R. Gilbert


Title:
      Executive Vice President