ex10-3.htm


    
Exhibit
10.3


      


       

      THE
BOND MARKET ASSOCIATION

       

      Master
Repurchase Agreement

       

      September
1996 Version

       

       

      Dated
as of September 12, 2008

       

      Between:

       

      J.P.
Morgan Securities Inc.

       

      and

       

      JERIT
Finance CO JPM, LLC

       

       

      
        	
                1.

              	
                Applicability

              


      

       

       

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

       

       

      
        	
                2.

              	
                Definitions

              


      

       

       

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

       

       

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

       

      
        
           

        

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

       

       

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

       

       

      (e)           "Confirmation", the meaning specified in
Paragraph 3(b) hereof;

       

       

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

       

       

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

       

       

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

       

       

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

       

       

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

       

       

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

       

       

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

       

       

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

       

       

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

       

       

      (o)           "Purchase Price", (i) on the Purchase
Date, the price at which Purchased Securities are transferred by Seller to
Buyer, and (ii) thereafter, except where Buyer and Seller agree otherwise, 

       

       

      
        
           

        

        
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      such price increased by the amount of
any cash transferred by Buyer to Seller pursuant to Paragraph 4(b) hereof and
decreased by the amount of any cash transferred by Seller to Buyer pursuant to
Paragraph 4(a) hereof or applied to reduce Seller's obligations under clause (ii) of
Paragraph 5 hereof;

       

       

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

       

       

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

       

       

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

       

       

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

       

       

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

       

       

      
        	
                3.

              	
                Initiation;
      Confirmation; Termination

              


      

       

       

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

       

       

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

       

       

      
        
           

        

        
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      conflict between the terms of such
Confirmation and this Agreement, this Agreement shall
prevail.

       

       

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

       

       

      
        	
                4.

              	
                Margin
      Maintenance

              


      

       

       

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

       

       

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

       

       

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

       

       

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

       

       

      (e)           Seller and Buyer may agree, with respect
to any or all Transactions hereunder, that the respective rights of Buyer or
Seller (or both) under subparagraphs (a) and (b) of this Paragraph


       

       

      
        
           

        

        
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      may be exercised only where a Margin
Deficit or Margin Excess, as the case may be, exceeds a specified dollar amount
or a specified percentage of the Repurchase Prices for such Transactions (which
amount or percentage shall be agreed to by Buyer and Seller prior to
entering into any such Transactions).

       

       

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

       

       

      
        	
                5.

              	
                Income
      Payments

              


      

       

       

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

       

       

      
        	
                6.

              	
                Security
      Interest

              


      

       

       

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

       

       

      
        	
                7.

              	
                Payment
      and Transfer

              


      

       

       

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

       

       

       

      
        
           

        

        
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                8.

              	
                Segregation
      of Purchased Securities

              


      

       

       

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

       

      
        	 
      


      

       

      Required
Disclosure for Transactions in Which the Seller Retains Custody of
the

      Purchased
Securities

       

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

       

      
        	 
      


      

       

      *Language
to be used under 17 C.F.R. ß403.4(e) if Seller is a government securities broker
or dealer other than a financial institution.

       

       

      **Language
to be used under 17 C.F.R. ß403.5(d) if Seller is a financial institution. 9.
Substitution

       

       

      
        	
                9.

              	
                Substitution

              


      

       

       

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

       

       

      (b)           In Transactions in which Seller retains
custody of Purchased Securities, the parties expressly agree
that Buyer shall be deemed, for purposes of subparagraph (a) of this Paragraph,
to have agreed to and accepted in this Agreement substitution by Seller of other
Securities for 

       

       

      
        
           

        

        
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      Purchased Securities; provided,
however, that such other Securities shall have a
Market Value at least equal to the Market Value of the Purchased Securities for
which they are substituted.

       

       

      
        	
                10.

              	
                Representations

              


      

       

       

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

       

       

      
        	
                11.

              	
                Events
      of Default

              


      

       

       

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

       

       

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

       

       

      (b)           In all Transactions in which the
defaulting party is acting as Seller, if the nondefaulting party exercises
or is deemed to have exercised the option referred to in subparagraph (a) of
this Paragraph, (i) the defaulting party's obligations in such Transactions to
repurchase all Purchased Securities, at the Repurchase Price therefor on the Repurchase Date
determined in accordance with subparagraph (a) of this Paragraph, shall
thereupon become immediately due and payable, 

       

       

       

      
        
           

        

        
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      (ii) all Income paid after such exercise
or deemed exercise shall be retained by the nondefaulting party and applied to the aggregate unpaid
Repurchase Prices and any other amounts owing by the defaulting party hereunder,
and (iii) the defaulting party shall immediately deliver to the nondefaulting
party any Purchased Securities subject to such Transactions then in the defaulting party's
possession or control.

       

       

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

       

       

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

       

       

      
        	
                i.

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

              


      

       

       

      
        	
                ii.

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

              


      

       

       

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

       

       

      (e)           As to Transactions in which the
defaulting party is acting as Buyer, the defaulting party shall be liable to the
nondefaulting party for any excess of the price paid (or deemed paid) by the


       

       

      
        
           

        

        
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      nondefaulting party for Replacement Securities over the
Repurchase Price for the Purchased Securities replaced thereby and for any
amounts payable by the defaulting party under Paragraph 5 hereof or otherwise
hereunder.

       

       

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

       

       

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

       

       

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

       

       

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

       

       

      
        	
                12.

              	
                Single
      Agreement

              


      

       

       

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

       

       

      
        	
                13.

              	
                Notices
      and Other Communications

              


      

       

       

      Any
and all notices, statements, demands or other communications hereunder may be
given by a party to the other by mail, facsimile, telegraph, messenger or
otherwise to the address specified 

       

       

      
        
           

        

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

       

       

      
        	
                14.

              	
                Entire
      Agreement; Severability

              


      

       

       

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

       

       

      
        	
                15.

              	
                Non-assignability;
      Termination

              


      

       

       

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

       

       

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

       

       

      
        	
                16.

              	
                Governing
      Law

              


      

       

       

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

       

       

      
        	
                17.

              	
                No
      Waivers, Etc.

              


      

       

       

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

       

       

      
        	
                18.

              	
                Use
      of Employee Plan Assets

              


      

       

       

      (a)           If assets of an employee benefit plan
subject to any provision of the Employee Retirement Income Security Act
of 1974 ("ERISA") are intended to be used by either party hereto (the "Plan
Party") in a Transaction, the Plan Party shall so notify the other party prior
to the Transaction. The Plan Party shall represent in writing to the other party that the Transaction


       

       

      
        
           

        

        
          10

          
            

          

        

        
           

        

      

       

      does not constitute a prohibited
transaction under ERISA or is otherwise exempt therefrom, and the other party
may proceed in reliance thereon but shall not be required so to
proceed.

       

       

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

       

       

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

       

       

      
        	
                19.

              	
                Intent

              


      

       

       

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

       

       

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

       

       

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

       

       

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

       

       

      
        	
                20.

              	
                Disclosure
      Relating to Certain Federal
Protections

              


      

       

       

      The
parties acknowledge that they have been advised that:

       

       

      (a)           in the case of Transactions in which one
of the parties is a broker or dealer registered with the Securities and
Exchange Commission ("SEC") under Section 15 of the Securities


       

       

       

      
        
           

        

        
          11

          
            

          

        

        
           

        

      

       

      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 1 5C 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.

       

      
        	
                J.P.
      MORGAN SECURITIES INC.

              	
                JERIT
      FINANCE CO JPM, LLC

              
	
                By
      /s/ Mark D. Pasierb

              	
                By          /s/ Jeffrey D.
      Goldberg

              
	
                Name
      Mark D.
      Pasierb

              	
                Name     Jeffrey D.
      Goldberg

              
	
                Title    Executive
      Director

              	
                Title      
       Authorized
      Signatory

              


      

      


      



      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      


       

      ANNEX
I

      Supplemental
Terms and Conditions

       

       

      This
Annex I forms a part of the Master Repurchase Agreement dated as of September
12, 2008 (the "Agreement") between J.P. Morgan Securities Inc. ("Buyer") and
JERIT Finance CO JPM, LLC ("Seller"). Capitalized terms used but not defined in
this Annex I shall have the meanings ascribed to them in the
Agreement.

       

       

      1.           Other
Applicable Annexes. In addition to this Annex I and Annex II, the following
Annexes and any Schedules thereto shall form a part of the Agreement and shall
be applicable thereunder:

       

       

      Annex
I-a (Master Close Out and Set Off Terms)

      Annex
V (Margin for Forward Transactions)

      Annex
VI (Buy/Sell Back Transactions)

       

       

      2.           Confirmations
in accordance with Paragraph 3(b) are in all cases to be furnished by J.P.
Morgan Securities Inc. (“JPMSI”).

       

       

      3.           The
"Buyer's Margin Percentage" and "Seller's Margin Percentage", as defined in
Section 2, shall be agreed to at time of trade.

       

       

      4.           The
generally recognized source for the determination of Market Value under
Paragraph 2(j) shall be (i) TradeWeb for U.S. Treasury bills, bonds and notes or
(ii) determined in good faith by JPMSI in a manner selected by it for all other
securities.

       

       

      5.           With
respect to all Transactions, JERIT Finance CO JPM, LLC hereby represents and
warrants to JPMSI that it is not a “Plan Party” (as defined in Paragraph 18 of
the Agreement).

       

       

      6.           “Margin
Notice Deadline” means 10:00 a.m. New York Time.

       

       

      7.           Notices
pursuant to Section 4 of the Agreement may be delivered orally by telephone (but
in no event by voicemail) directly to one of the individuals set forth on Annex
II, or their named successors, and need not be confirmed in writing, or by
electronic mail to an address supplied by the other party.

       

       

      8.           In
addition to the representations and warranties contained in the Agreement, each
of Buyer and Seller represents and warrants to the other, and shall on the
Purchase Date of any Transaction be deemed to represent and warrant, as
follows:

       

       

      (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 Agreement, other than the representations expressly set forth
in the Agreement;

       

       

      (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 

       

       

      
        
           

        

        
          13

          
            

          

        

        
           

        

      

       

      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 to the
Agreement;

       

       

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

       

       

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

       

       

      9.           In
addition to the representations and warranties above and the representations and
warranties set forth in Paragraph 10 of the Agreement, each of Seller and JER
Investors Trust Inc. (“Guarantor”) 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 Securities 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:

       

       

      (a)           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
this Agreement within the meaning of the bankruptcy laws or the insolvency laws
of any jurisdiction. Seller has not entered into this Agreement or any
Transaction pursuant thereto in contemplation of insolvency or with intent to
hinder, delay or defraud any creditor.

       

       

      (b)           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.

       

       

      (c)           Use of Proceeds; Margin
Regulations. All proceeds of each Transaction shall be used by Seller for
purposes permitted under Seller’s respective governing documents, provided that no part
of the proceeds of any Transaction will be used by Seller to purchase or carry
any margin security or to extend credit to others for the purpose of purchasing
or carrying any margin security. 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.

       

       

      (d)           Financial
Information. All financial data concerning Seller, Guarantor and the
Purchased Securities that has been delivered by Seller, or Guarantor on behalf
of Seller, to Buyer is true, complete and correct in all material respects. All
financial data concerning Seller and Guarantor has been prepared fairly in
accordance with GAAP. Since the delivery of such data, except as otherwise
disclosed in writing to Buyer, there has been no change in the financial


       

       

      
        
           

        

        
          14

          
            

          

        

        
           

        

      

       

      position
of Seller, Guarantor or the Purchased Securities, or in the results of
operations of Seller or Guarantor, which change is reasonably likely to have a
material adverse effect on Seller or Guarantor.

       

       

      (e)           Ownership. Seller is
and shall remain at all times a wholly owned subsidiary of
Guarantor.

       

       

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

       

       

      (g)           Seller
shall provide Buyer with copies of such documents as Buyer may reasonably
request evidencing the truthfulness of the representations set forth in this
paragraph.

       

       

      (h)           Seller
shall notify Buyer of the occurrence of any default or Event of Default (as
defined in the relevant agreement) with respect to any indebtedness, including
any credit facilities or repo facilities to which Seller and/or Guarantor is a
borrower or repo facility Seller, as soon as possible but in no event later than
the immediately succeeding business day following the date upon which Seller
becomes aware of the event.

       

       

      (i)           At
any time from time to time upon the reasonable request of Buyer, at the sole
expense of Seller (provided, however, that in no event shall such out-of-pocket
expenses exceed $5,000 in the aggregate), Seller will promptly and duly execute
and deliver such further instruments and documents and take such further actions
as Buyer may reasonably request for the purposes of obtaining or preserving the
full benefits of this Agreement.

       

       

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

       

       

      (i)           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 Securities and Exchange
Commission (“SEC”) pursuant to the requirements of the Securities Exchange Act
of 1934 (“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
Covenant Compliance Certificate (attached as Exhibit I hereto), 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, and certified
as being true and correct by a Covenant Compliance Certificate; and

       

       

      (ii)           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 

       

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

       

      requirements,
in either case accompanied by a Covenant Compliance Certificate, 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.

       

       

      (k)           Seller
or Guarantor shall provide Buyer with any such additional reports or information
as Buyer may reasonably request.

       

       

      (l)           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.

       

       

      (m)           Seller
shall:

       

       

      (i)           continue
to engage in business of the same general type as now conducted by it or
otherwise provide Buyer with at least (10) Business Days prior written notice
thereof and maintain and preserve its legal existence and all of its material
rights, privileges, licenses and franchises necessary for the operation of its
business;

       

       

      (ii)           comply
with all contractual obligations and with the requirements of all applicable
laws, rules, regulations and orders of governmental authorities (including,
without limitation, all environmental laws) if failure to comply with such
requirements would be reasonably likely (either individually or in the
aggregate) to have a material adverse effect; and

       

       

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

       

       

      (n)           Guarantor
shall:

       

       

      (i)           continue
to engage in business of the same general type as now conducted by it or
otherwise provide Buyer with at least (10) Business Days prior written notice
thereof and maintain and preserve its legal existence and all of its material
rights, privileges, licenses and franchises necessary for the operation of its
business;

       

       

      (ii)           comply
with all contractual obligations and with the requirements of all applicable
laws, rules, regulations and orders of governmental authorities (including,
without limitation, all environmental laws) if failure to comply with such
requirements would be reasonably likely (either individually or in the
aggregate) to have a material adverse effect; and

       

       

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

       

       

      10.           The
first paragraph of Paragraph 11 of the Agreement is hereby amended to add the
following language before the phrase “(each an “Event of
Default”)”:

       

       

      (viii)                      Buyer
shall fail to receive on any date such payment is due, the accreted value of the
Price Differential (less any amount of such Price Differential previously paid
by 

       

       

      
        
           

        

        
          16

          
            

          

        

        
           

        

      

      Seller
to Buyer) (including, without limitation, in the event amounts equal to Income
paid or distributed on or in respect of the Purchased Securities is insufficient
to make such payment and Seller does not make such payment or cause such payment
to be made);

       

       

      (ix)           Seller
or Guarantor shall be in default under (i) any indebtedness of Seller or
Guarantor, as applicable, which default (1) involves the failure to pay a
matured obligation in excess of $250,000, with respect to Seller or $1,000,000,
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 $250,000, with respect
to Seller or $1,000,000, with respect to Guarantor; or (ii) any other material
contract to which Seller or Guarantor is a party which default (1) involves the
failure to pay a matured obligation 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 $250,000, with respect to Seller or
$1,000,000, with respect to Guarantor;

       

       

      (x)          
 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;

       

       

      (xi)           any
condition shall exist that constitutes a material adverse effect in Buyer’s sole
discretion exercised in good faith;

       

       

      (xii)           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 $1,000,000, and remained undischarged or 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;

       

       

      (xiii)          the
Guaranty 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 in accordance with its terms shall be contested by Guarantor or
Seller;

       

       

        
(xiv)          the breach by
Guarantor of any term or condition set forth in the Guaranty or of any
representation, warranty, certification or covenant made or deemed made in the
Guaranty by Guarantor or if any certificate furnished by Seller or Guarantor (as
the case may be) to Buyer pursuant to the provisions hereof or thereof or any
material information with respect to the Purchased Securities furnished in
writing on behalf of Seller or Guarantor (as the case may be) shall prove to
have been false or misleading in any material respect as of the time made or
furnished;

       

       

         
(xv)         an Act of Insolvency
occurs with respect to Guarantor; and

       

       

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

       

       

      
        
           

        

        
          17

          
            

          

        

        
           

        

      

       

      
        	
                J.P.
      MORGAN SECURITIES INC.

              	
                JERIT
      FINANCE CO JPM, LLC

              
	 
      	 
      
	 
      	 
      
	
                By           /s/ Mark D.
      Pasierb

              	
                By           /s/ Jeffrey D.
      Goldberg

              
	
                Name      Mark D.
      Pasierb

              	
                Name      Jeffrey D.
      Goldberg

              
	
                Title         Executive
      Director

              	
                Title         Authorized
      Signatory

              
	 
      	 
      
	 
      	
                JER
      INVESTORS TRUST INC.

                With
      respect to #9 above only

              
	 
      	 
      
	 
      	
                By           /s/ Jeffrey D.
      Goldberg

              
	 
      	
                Name      Jeffrey D.
      Goldberg

              
	 
      	
                Title         Authorized
      Signatory

              


      

      



      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      


       

      EXHIBIT
I

       

       

      FORM OF COVENANT COMPLIANCE
CERTIFICATE

       

       

      [
] [ ], 200[ ]

       

      J.P.
Morgan Securities Inc.

      277
Park Avenue, 2nd Floor

      New
York, New York 10172

      Attention:
Kimberly L. Turner

       

       

      This
Covenant Compliance Certificate is furnished pursuant to that certain Master
Repurchase Agreement, dated as of September 12, 2008, by and between J.P. Morgan
Securities Inc. (“Buyer”) and JERIT Finance Co JPM, LLC (“Seller”) (as amended,
restated, supplemented, or otherwise modified and in effect from time to time,
the “Master Repurchase Agreement”). Unless otherwise defined herein, capitalized
terms used in this Covenant Compliance Certificate have the respective meanings
ascribed thereto in the Master Repurchase Agreement.

       

       

      THE
UNDERSIGNED HEREBY CERTIFIES THAT:

       

       

      1.           I
am a duly elected responsible officer of Seller or Guarantor (as
applicable).

       

       

      2.           All
of the financial statements, calculations and other information set forth in
this Covenant Compliance Certificate, including, without limitation, in any
exhibit or other attachment hereto, are true, complete and correct as of the
date hereof.

       

       

      3.           I
have reviewed the terms of the Master Repurchase Agreement and I have made, or
have caused to be made under my supervision, a detailed review of the
transactions and financial condition of Seller during the accounting period
covered by the financial statements attached (or most recently delivered to
Buyer if none are attached).

       

       

      4.           As
of the date hereof, and since the date of the certificate most recently
delivered pursuant to Paragraph 10 of the Master Repurchase Agreement, Seller
has observed or performed all of its covenants and other agreements in all
material respects, and satisfied in all material respects, every condition,
contained in the Master Repurchase Agreement and the related documents to be
observed, performed or satisfied by it.

       

       

      5.           The
examinations described in Paragraph 3 above did not disclose, and I have no
knowledge of, the existence of any condition or event which constitutes an Event
of Default or default during or at the end of the accounting period covered by
the attached financial statements or as of the date of this Covenant Compliance
Certificate (including after giving effect to any pending Transactions requested
to be entered into), except as set forth below.

       

       

      6.           As
of the date hereof, the representations and warranties made by Seller in
Paragraph 10 of the Master Repurchase Agreement are true, correct and complete
in all material respects with the same force and effect as if made on and as of
the date hereof.

       

       

       

      
        
           

        

        
          19

          
            

          

        

        
           

        

      

       

      7.           Attached
hereto are the financial statements required to be delivered pursuant to
Paragraph 10 of the Master Repurchase Agreement (or, if none are required to be
delivered as of the date of this Covenant Compliance Certificate, the financial
statements most recently delivered pursuant to Paragraph 10 of the Master
Repurchase Agreement), which financial statements, to the best of my knowledge
after due inquiry, fairly and accurately present in all material respects, the
financial condition and operations of Seller as of the date or with respect to
the period therein specified, determined in accordance with the requirements set
forth in the Master Repurchase Agreement.

       

       

      8.           Attached
hereto are the calculations demonstrating compliance with the financial
covenants set forth in paragraph 10 of the Guaranty.

       

       

      To
the extent that Financial Statements are being delivered in connection with this
Covenant Compliance Certificate, JERIT FINANCE CO JPM, LLC hereby makes the
following representations and warranties: (i) it is in compliance with all of
the terms and conditions of the Master Repurchase Agreement, (ii) it has no
claim or offset against Buyer under the Transaction Documents and (iii) it
hereby affirms that each of the representations and warranties in the Master
Repurchase Agreement are true and correct as of the date hereof.

       

       

      To
the best of my knowledge, Seller has, during the period since the delivery of
the immediately preceding Covenant Compliance Certificate, observed or performed
all of its covenants and other agreements in all material respects, and
satisfied in all material respects every condition, contained in the Master
Repurchase Agreement and the related documents to be observed, performed or
satisfied by it, and I have no knowledge of the occurrence during such period,
or present existence, of any condition or event which constitutes an Event of
Default or default (including after giving effect to any pending Transactions
requested to be entered into), except as set forth below.

       

       

      Described
below are the exceptions, if any, to Paragraph 10, listing, in detail, the
nature of the condition or event, the period during which it has existed and the
action which the Guarantor or Seller has taken, is taking, or proposes to take
with respect to each such condition or event:

       

      
        	 
      
	 
      
	 
      
	 
      


      

      



      
        
           


        

        
          20

          
            

          

        

        
           


        

      


       

      The
foregoing certifications, together with the financial statements, updates,
reports, materials, calculations and other information set forth in any exhibit
or other attachment hereto, or otherwise covered by this Covenant Compliance
Certificate, are made and delivered this [ ] day of [ ], 200[ ].

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    JERIT
      FINANCE CO JPM, LLC,

                                  	 
      
	
                                    a
      Delaware limited liability company

                                  	 
      
	 	 
	      
                                    By:

                                  	 	
                                     

                                  	 
      
	
                                    Name:

                                  	 
      
	
                                    Title:

                                  	 
      
	 	 
	 	 
	
                                    JER
      Investors Trust Inc.,

                                  	 
      
	
                                    a
      Maryland corporation

                                  	 
      
	 	 
	      
                                    By:

                                  	 	
                                     

                                  	 
      
	
                                    Name:

                                  	 
      
	
                                    Title:

                                  	 
      


                          

                        

                      

                    

                  

                

              

            

          

        

      


      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      


       

      ANNEX
I-a

       

      MASTER
CLOSE OUT

      AND
SET OFF TERMS

       

       

      This
Annex I-a forms a part of the Master Repurchase Agreement dated as of September
12, 2008 (the "Agreement") between J.P. Morgan Securities Inc. and JERIT Finance
CO JPM, LLC (“Client”). Capitalized terms used but not defined in this Annex I-a
shall have the meanings ascribed to them in the Agreement.

       

       

      (1)  Master Close-out
and Set-off Definitions.  For the purposes of this Annex I-a,
the following terms have the following definitions:

       

       

      “JPM
Affiliate” means J.P. Morgan Securities Inc., J.P. Morgan Futures Inc., JPMorgan
Chase Bank, N.A., J.P. Morgan Securities Ltd., J.P. Morgan Securities Asia
Private Limited or J.P. Morgan Markets Australia Pty Limited; provided no such
affiliate shall be included to the extent that their inclusion would prejudice
the enforceability of this Annex I-a.

       

       

      “JPM
Affiliate Agreement” means any Specified Agreement to which Client and any JPM
Affiliate are parties.

       

       

      “Market
Transaction” means (a) any transaction (including an agreement with respect to
any such transaction) which is (i) a rate swap transaction, swap option, basis
swap, forward rate transaction, commodity swap, commodity option, equity or
equity index swap, equity or equity index option, bond option, interest rate
option, foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction,
currency option, credit protection transaction, credit swap, credit default
swap, credit default option, total return swap, credit spread transaction,
repurchase transaction, reverse repurchase transaction, buy/sell¬back
transaction, securities lending transaction, weather index transaction, futures
contract (whether exchange traded or otherwise) or purchase or sale of a
security, commodity or other financial instrument or interest (including any
option with respect to any of these transactions) or (ii) which is a type of
transaction that is similar to any transaction referred to in clause (i) above
that is currently, or in the future becomes, recurrently entered into in the
financial markets (including terms and conditions incorporated by reference in
such agreement) and which is a forward, swap, future (whether exchange traded or
otherwise), option or other derivative on one or more rates, currencies,
commodities, equity securities or other equity instruments, debt securities or
other debt instruments, economic indices or measures of economic risk or value,
or other benchmarks against which payments or deliveries are to be made and (b)
any combination of these transactions.

       

       

      “Specified
Agreement” means (i) an agreement or confirmation governing any Market
Transaction, (ii) any agreement in respect of credit support for obligations
under any Market Transaction or under an agreement governing any Market
Transaction, and (iii) any futures or options brokerage agreement.

       

       

      (2)  Master
Close-out.  Without limiting any provision in any JPM Affiliate
Agreement, each JPM Affiliate and the Client agree that the occurrence of any
event of default, default, 

       

       

      
        
           

        

        
          22

          
            

          

        

        
           

        

      

       

      termination
event, event giving rise to the right to liquidate, or similar condition or
event (however described; hereinafter an "Event") in respect of the Client or a
JPM Affiliate (the entity in respect of which such occurrence takes place being
the "Master Close-out Defaulting Party") under a JPM Affiliate Agreement on the
basis of which the other party to such JPM Affiliate Agreement either (i) has
the contractual right to terminate or liquidate transactions governed by such
JPM Affiliate Agreement (ii) has the contractual right to terminate the JPM
Affiliate Agreement, or (iii) which causes the automatic termination or
liquidation of all transactions governed by the JPM Affiliate Agreement, shall
entitle but not obligate the Master Close-out Non-Defaulting Party (as defined
below) to terminate or liquidate all transactions governed by any other JPM
Affiliate Agreement (each, an "Other JPM Affiliate Agreement"). "Master
Close-out Non-Defaulting Party" means (i) the Client if the Master Close-out
Defaulting Party is J.P. Morgan Securities Inc. or (ii) the JPM Affiliate that
is the party to JPM Affiliate Agreement if the Master Close-out Defaulting Party
is the Client. The amount payable in respect of the termination of transactions
governed by any such Other JPM Affiliate Agreement shall be determined in
accordance with any applicable provisions thereof.

       

       

      (3)  Authorization to
Transfer Funds.  Notwithstanding anything to the contrary in
this Agreement, any Specified Agreement, or any other agreement between the
parties, and without limiting any rights given in any such agreement, upon the
occurrence and during the continuation of any Event in respect of the Client
under any JPM Affiliate Agreement, the Client authorizes each JPM Affiliate, in
its sole discretion and without prior notice to the Client, to transfer or cause
to be transferred any funds, securities and/or other property to, between, or
among any accounts maintained by the Client with or among any JPM
Affiliates.

       

       

      (4)  Assignment.  Notwithstanding
any provision to the contrary in any JPM Affiliate Agreement, upon the
occurrence and during the continuation of any Event (however described) in
respect of the Client under any JPM Affiliate Agreement, the Client hereby
consents and agrees that the rights and obligations of any JPM Affiliate in
respect of any JPM Affiliate Agreement may be assigned to any other JPM
Affiliate without the prior written consent of the Client.

       

       

      (5)  Additional JPM
Set Off Rights.  Any amount payable by a JPM Affiliate to the
Client in respect of the termination or liquidation of all transactions governed
by a JPM Affiliate Agreement as the result of the occurrence of any Event in
respect of the Client may, at the option of such JPM Affiliate (and without
prior notice to the Client), and after all regulatory obligations to futures or
options or other exchanges or other regulatory requirements are satisfied, be
reduced by its set-off against any Other Agreement Amount (as hereinafter
defined). As used herein, “Other Agreement Amount” shall mean any payment
obligation of any description whatsoever (whether arising at such time or in the
future or upon the occurrence of a contingency) by the Client to any JPM
Affiliate (irrespective of the currency, place of payment or booking office of
the obligation or whether the relevant party is legally or beneficially the
holder of the obligation) arising under any agreement between the Client and any
JPM Affiliate or any instrument or undertaking issued or executed or guaranteed
by the Client to, or in favor of, any JPM Affiliate or any bond, note, or other
debt instrument issued or guaranteed by the Client and owned or held
beneficially by any JPM Affiliate as a result of the purchase thereof by or on
behalf of any JPM Affiliate, whether directly from the issuer or in the
secondary market; and the Other Agreement Amount will be discharged promptly and
in all respects to the extent it is so set-off.

       

      
        
           

        

        
          23

          
            

          

        

        
           

        

      

       

      For
this purpose, the Other Agreement Amount (or the relevant portion of such
amounts) may be converted by the JPM Affiliate effecting the set-off into the
currency in which the obligation of such JPM Affiliate is denominated at the
rate of exchange at which such JPM Affiliate would be able, acting in a
reasonable manner and in good faith, to purchase the relevant amount of such
currency. If an obligation is unascertained, a JPM Affiliate may in good faith
estimate that obligation and set-off in respect of the estimate, subject to the
relevant party accounting to the other when the obligation is ascertained.
Nothing in this clause (5) shall be effective to create a charge or other
security interest. This clause (5) shall be without prejudice and in addition to
any right of set-off, combination of accounts, lien or other right to which any
entity is at any time otherwise entitled (whether by operation of law, contract
or otherwise), and shall not be exercised in contravention of any regulatory
requirement or rules or interest of any commodities, options or futures
exchange.

       


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


       

      (6)  Termination –
Miscellaneous.  This Annex I-a may be terminated by J.P. Morgan
Securities Inc. upon notice to the Client. A failure or delay in exercising any
right, power or privilege in respect of this Annex I-a shall not be presumed to
operate as a waiver, and a single or partial exercise of any right, power or
privilege shall not be presumed to preclude any subsequent or further exercise
of that right, power or privilege. Wherever possible, each provision of this
Annex I-a shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Annex I-a shall be prohibited by or
invalid or unenforceable under such laws, such provision shall be ineffective to
the extent of such prohibition, invalidity or unenforceability without otherwise
affecting the validity or enforceability of such provision or the remaining
provisions of this Annex I-a.

       

       

      
        	
                JERIT
      FINANCE CO JPM, LLC

              	
                J.P.
      MORGAN SECURITIES INC.

              
	
                By:
      /s/ Jeffrey D.
      Goldberg

              	
                By:  /s/ Mark D.
      Pasierb

              
	
                Name:
      Jeffrey D. Goldberg

              	
                Name:
      Mark D. Pasierb

              
	
                Title:
      Authorized Signatory

              	
                Title:
      Executive Director

              
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	
                JPMORGAN
      CHASE BANK, N.A.,

              
	 
      	
                For
      itself and as Attorney-in-Fact on behalf of:

              
	 
      	
                J.P.
      MORGAN FUTURES INC.

              
	 
      	
                J.P.
      MORGAN SECURITIES LTD.

              
	 
      	
                J.P.
      MORGAN SECURITIES ASIA PRIVATE LIMITED

              
	 
      	
                JPMORGAN
      SECURITIES JAPAN CO., LTD.

              
	 
      	
                J.P.
      MORGAN MARKETS AUSTRALIA PTY LIMITED

              
	 
      	
                With
      respect to this Annex I-a only

              
	 
      	 
      
	 
      	 
      
	 
      	
                By:  /s/ Matthew
      Griffith

              
	 
      	
                Name:
      Matthew Griffith

              
	 
      	
                Title:
      Vice President

              


      

      


      



      
        
           


        

        
          25

          
            

          

        

        
           


        

      


      


       

      ANNEX
II

       

      Names
and Addresses for Communications Between Parties

       

       

      Pursuant
to Section 13 ("Notices and Other Communications"), the following addresses
shall be applicable:

       

       

      
        
          
            	            
      J.P. Morgan Securities Contacts:	 
	 	 
	
                                
      Finance Desk Head

                  	
                    Craig
      Delany

                  
	 
      	
                    (212)
      834-2227

                  
	 
      	 
      
	
                                
      Confirmations

                  	
                    J.P.
      Morgan Securities Inc.

                  
	 
      	
                    Confirmations
      Processing

                  
	 
      	
                    500
      Stanton Christiana Road

                  
	 
      	
                    Newark,
      Delaware 19713-2107

                  


          

        

      

       

      Client
Contacts:

       

       

      JER
US Debt Co-Investment Vehicle, L.P.

      1650
Tysons Blvd., Suite 1600 McLean, VA 22102

      Attn:
Mike McGillis

      Tel.:
(703) 714-8182

      Fax:
(703) 714-8137

      Email:
mike.mcgillis@jer.com

       

       

      JER
US Debt Co-Investment Vehicle, L.P.

      1650
Tysons Blvd., Suite 1600

      McLean,
VA 22102

      Attn:
George Yeboah

      Tel.:
(703) 714-8375

      Fax:
(703) 714-8137

      Email:
george.yeboah@jer.com

       

       

      JER
US Debt Co-Investment Vehicle, L.P.

      1650
Tysons Blvd., Suite 1600

      McLean,
VA 22102

      Attn:
Jeff Goldberg

      Tel.:
(703) 336-8386

      Fax:
(703) 714-8137

      Email:
jeff.goldberg@jer.com

       


      
        
           


        

        
          26

          
            

          

        

        
           


        

      


      


       

      Annex
V

      Margin
for Forward Transactions

       

       

      This
Annex V forms a part of the Master Repurchase Agreement dated as of September
12, 2008 (the "Agreement") between J.P. Morgan Securities Inc. and JERIT Finance
CO JPM, LLC. Capitalized terms used but not defined in this Annex V shall have
the meanings ascribed to them in the Agreement.

       

       

      
        	
                1.

              	
                Definitions.
      For purposes of the Agreement and this Annex V, the following terms shall
      have the following meanings:

              


      

       

       

      "Forward
Exposure”, the amount of loss a party would incur upon canceling a Forward
Transaction and entering into a replacement transaction, determined in
accordance with market practice or as otherwise agreed by the
parties;

       

       

      "Forward
Transaction", any Transaction agreed to by the parties as to which the Purchase
Date has not yet occurred;

       

       

      "Net
Forward Exposure", the aggregate amount of a party's Forward Exposure to the
other party under all Forward Transactions hereunder reduced by the aggregate
amount of any Forward Exposure of the other party to such party under all
Forward Transactions hereunder;

       

       

      "Net
Unsecured Forward Exposure", a party's Net Forward Exposure reduced by the
Market Value of any Forward Collateral transferred to such party (and not
returned) pursuant to Paragraph 2 of this Annex V.

       

       

      
        	
                2.

              	
                Margin
      Maintenance.

              


      

       

       

      
        	
                 
      

              	
                (a)

              	
                If
      at any time a party (the "In-the-Money Party") shall have a Net Unsecured
      Forward Exposure to the other party (the "Out-of-the-Money Party") under
      one or more Forward Transactions, the In the-Money Party may by notice to
      the Out-of-the-Money Party require the Out-of-the-Money Party to transfer
      to the In-the-Money Party Securities or cash reasonably acceptable to the
      In-the-Money Party (together with any Income thereon and proceeds thereof,
      "Forward Collateral") having a Market Value sufficient to eliminate such
      Net Unsecured Forward Exposure. The Out-of-the-Money Party may by notice
      to the In-the-Money Party require the In-the-Money Party to transfer to
      the Out-of-the-Money Party Forward Collateral having a Market Value that
      exceeds the In-the-Money Party's Net Forward Exposure ("Excess Forward
      Collateral Amount"). The rights of the parties under this subparagraph
      shall be in addition to their rights under subparagraphs (a) and (b) of
      Paragraph 4 and any other provisions of the
  Agreement.

              


      

       

       

      
        	
                 
      

              	
                (b)

              	
                The
      parties may agree, with respect to any or all Forward Transactions
      hereunder, that the respective rights of the parties under subparagraph
      (a) of this Paragraph may be exercised only where a Net Unsecured Forward
      Exposure or Excess Forward Collateral Amount, as the case may be, exceeds
      a specified dollar amount or other specified threshold for such Forward
      Transactions (which amount or threshold shall be agreed to by the parties
      prior to entering into any such Forward
  Transactions).

              


      

       

       

       

      
        
           

        

        
          27

          
            

          

        

        
           

        

      

       

       

      
        	
                 
      

              	
                (c)

              	
                The
      parties may agree, with respect to any or all Forward Transactions
      hereunder, that the respective rights of the parties under subparagraph
      (a) of this Paragraph to require the elimination of a Net Unsecured
      Forward Exposure or Excess Forward Collateral Amount, as the case may be,
      may be exercised whenever such a Net Unsecured Forward Exposure or Excess
      Forward Collateral Amount exists with respect to any single Forward
      Transaction hereunder (calculated without regard to any other Forward
      Transaction outstanding hereunder).

              


      

       

       

      
        	
                 
      

              	
                (d)

              	
                The
      parties may agree, with respect to any or all Forward Transactions
      hereunder, that (i) one party shall transfer to the other party Forward
      Collateral having a Market Value equal to a specified dollar amount or
      other specified threshold no later than the Margin Notice Deadline on the
      day such Forward Transaction is entered into by the parties or (ii) one
      party shall not be required to make any transfer otherwise required to be
      made under this Paragraph if, after giving effect to such transfer, the
      Market Value of the Forward Collateral held by such party would be less
      than a specified dollar amount or other specified threshold (which amount
      or threshold shall be agreed to by the parties prior to entering into any
      such Forward Transactions).

              


      

       

       

      
        	
                 
      

              	
                (e)

              	
                If
      any notice is given by a party to the other under subparagraph (a) of this
      Paragraph at or before the Margin Notice Deadline on any business day, the
      party receiving such notice shall transfer Forward Collateral as provided
      in such subparagraph no later than the close of business in the relevant
      market on such business day. If any such notice is given after the Margin
      Notice Deadline, the party receiving such notice shall transfer such
      Forward Collateral no later than the close of business in the relevant
      market on the next business day.

              


      

       

       

      
        	
                 
      

              	
                (f)

              	
                Upon
      the occurrence of the Purchase Date for any Forward Transaction and the
      performance by the parties of their respective obligations to transfer
      cash and Securities on such date, any Forward Collateral in respect of
      such Forward Transaction, together with any Income thereon and proceeds
      thereof, shall be transferred by the party holding such Forward Collateral
      to the other party; provided, however, that neither
      party shall be required to transfer such Forward Collateral to the other
      if such transfer would result in the creation of a Net Unsecured Forward
      Exposure of the transferor.

              


      

       

       

      
        	
                 
      

              	
                (g)

              	
                The
      Pledgor (as defined below) of Forward Collateral may, subject to agreement
      with and acceptance by the Pledgee (as defined below) thereof, substitute
      other Securities reasonably acceptable to the Pledgee for any Securities
      Forward Collateral. Such substitution shall be made by transfer to the
      Pledgee of such other Securities and transfer to the Pledgor of such
      Securities Forward Collateral. After substitution, the substituted
      Securities shall constitute Forward
Collateral.

              


      

       

       

       

      
        
           

        

        
          28

          
            

          

        

        
           

        

      

       

      
        	
                3.

              	
                Security
      Interest.

              


      

       

       

      
        	
                 
      

              	
                (a)

              	
                In
      addition to the rights granted to the parties under Paragraph 6 of the
      Agreement, each party ("Pledgor") hereby pledges to the other party
      ("Pledgee") as security for the performance of its obligations hereunder,
      and grants Pledgee a security interest in and right of setoff against, any
      Forward Collateral and any other cash, Securities or property, and all
      proceeds of any of the foregoing, transferred by or on behalf of Pledgor
      to Pledgee or due from Pledgee to Pledgor in connection with the Agreement
      and the Forward Transactions
hereunder.

              


      

       

       

      
        	
                 
      

              	
                (b)

              	
                Unless
      otherwise agreed by the parties, a party to whom Forward Collateral has
      been transferred shall have the right to engage in repurchase transactions
      with Forward Collateral or otherwise sell, transfer, pledge or hypothecate
      Forward Collateral, including in respect of loans or other extensions of
      credit to such party that may be in amounts greater than the Forward
      Collateral such party is entitled to as security for obligations
      hereunder, and that may extend for periods of time longer than the periods
      during which such party is entitled to Forward Collateral as security for
      obligations hereunder; provided, however, that no such
      transaction shall relieve such party of its obligations to transfer
      Forward Collateral pursuant to Paragraph 2 or 4 of this Annex V or
      Paragraph 11 of the Agreement.

              


      

       

       

      
        	
                4.

              	
                Events of
      Default.

              


      

       

       

      
        	
                 
      

              	
                (a)

              	
                In
      addition to the Events of Default set forth in Paragraph 11 of the
      Agreement, it shall be an additional "Event of Default" if either party
      fails, after one business day's notice, to perform any covenant or
      obligation required to be performed by it under Paragraph 2 or any other
      provision of this Annex.

              


      

       

       

      
        	
                 
      

              	
                (b)

              	
                In
      addition to the other rights of a nondefaulting party under Paragraphs 11
      and 12 of the Agreement, if the nondefaulting party exercised or is deemed
      to have exercised the option referred to in Paragraph 11(a) of the
      Agreement:

              


      

       

       

      
        	
                 
      

              	
                (i)

              	
                The
      nondefaulting party, without prior notice to the defaulting party, may (A)
      immediately sell, in a recognized market (or otherwise in a commercially
      reasonable manner) at such price or prices as the nondefaulting party may
      reasonably deem satisfactory, any or all Forward Collateral subject to any
      or all Forward Transactions hereunder and apply the proceeds thereof to
      any amounts owing by the defaulting party hereunder or (B) in its sole
      discretion elect, in lieu of selling all or a portion of such Forward
      Collateral, to give the defaulting party credit for such Forward
      Collateral in an amount equal to the price therefor on such date, obtained
      from a generally recognized source or the most recent closing bid
      quotation from such a source, against any amounts owing by the defaulting
      party hereunder.

              


      

       

       

       

      
        
           

        

        
          29

          
            

          

        

        
           

        

      

       

      
        	
                 
      

              	
                (ii)

              	
                Any
      Forward Collateral held by the defaulting party, together with any Income
      thereon and proceeds thereof, shall be immediately transferred by the
      defaulting party to the nondefaulting party. The nondefaulting party may,
      at its option (which option shall be deemed to have been exercised
      immediately upon the occurrence of an Act of Insolvency), and without
      prior notice to the defaulting party, (i) immediately purchase, in a
      recognized market (or otherwise in a commercially reasonable manner) at
      such price or prices as the nondefaulting party may reasonably deem
      satisfactory, securities ("Replacement Securities") of the same class and
      amount as any Securities Forward Collateral that is not delivered by the
      defaulting party to the nondefaulting party as required hereunder or (ii)
      in its sole discretion elect, in lieu of purchasing Replacement
      Securities, to be deemed to have purchased Replacement Securities at the
      price therefor on such date, obtained from a generally recognized source
      or the most recent closing offer quotation from such a source, whereupon
      the defaulting party shall be liable for the price of such Replacement
      Securities together with the amount of any cash Forward Collateral not
      delivered by the defaulting party to the nondefaulting party as required
      hereunder.

              


      

       

       

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

       

       

      
        	
                5.

              	
                No Waivers.
      Etc. Without limitation of the provisions of Paragraph 17 of the
      Agreement, the failure to give a notice pursuant to subparagraph (a), (b),
      (c) or (d) of Paragraph 2 of this Annex V will not constitute a waiver of
      any right to do so at a later date.

              


      

       


      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      


       

      Annex
VI

      Buy/Sell
Back Transactions

       

       

      This
Annex VI forms a part of the Master Repurchase Agreement dated as of September
12, 2008 (the "Agreement") between J.P. Morgan Securities Inc. and JERIT Finance
CO JPM, LLC. Capitalized terms used but not defined in this Annex VI shall have
the meanings ascribed to them in the Agreement.

       

       

      
        	
                1.

              	
                In
      the event of any conflict between the terms of this Annex VI and any other
      term of the Agreement, the terms of this Annex VI shall
      prevail.

              


      

       

       

      
        	
                2.

              	
                Each
      Transaction shall be identified at the time it is entered into and in the
      relevant Confirmation as either a Repurchase Transaction or a Buy/Sell
      Back Transaction.

              


      

       

       

      
        	
                3.

              	
                In
      the case of a Buy/Sell Back Transaction, the Confirmation delivered in
      accordance with Paragraph 3 of the Agreement may consist of a single
      document in respect of both of the transfers of funds against Securities
      which together form the Buy/Sell Back Transaction or separate
      Confirmations may be delivered in respect of each such
      transfer.

              


      

       

       

      
        	
                4.

              	
                Definitions.  The
      following definitions shall apply to Buy/Sell Back
      Transactions:

              


      

       

       

      (a)           "Accrued
Interest", with respect to any Purchased Securities subject to a Buy/Sell Back
Transaction, unpaid Income that has accrued during the period from (and
including) the issue date or the last Income payment date (whichever is later)
in respect of such Purchased Securities to (but excluding) the date of
calculation. For these purposes unpaid Income shall be deemed to accrue on a
daily basis from (and including) the issue date or the last Income payment date
(as the case may be) to (but excluding) the next Income payment date or the
maturity date (whichever is earlier);

       

       

      (b)           "Sell
Back Differential", with respect to any Buy/Sell Back Transaction as of any
date, the aggregate amount obtained by daily application of the Pricing Rate for
such Buy/Sell Back Transaction to the Purchase Price for such Buy/Sell Back
Transaction on a 360 day per year basis (unless otherwise agreed by the parties
for the Transaction) for the actual number of days during the period commencing
on (and including) the Purchase Date for such Buy/Sell Back Transaction and
ending on (but excluding) the date of determination;

       

       

      (c)           "Sell
Back Price", with respect to any Buy/Sell Back Transaction:

       

       

      (i)
in relation to the date originally specified by the parties as the Repurchase
Date pursuant to Paragraph 2(q) of the Agreement, the price agreed by the
Parties in relation to such Buy/Sell Back Transaction, and

       

       

      (ii)
in any other case (including for the purposes of the application of Paragraph 4
or Paragraph 11 of the Agreement), the product of the formula (P + D) - (IR +
C), where—

       

       

      P
= the Purchase Price

       

       

      
        
           

        

        
          31

          
            

          

        

        
           

        

      

      D
= the Sell Back Differential

       

       

      IR
= the amount of any Income in respect of the Purchased Securities paid by the
issuer on any date falling between the Purchase Date and the Repurchase
Date

       

       

      C
= the aggregate amount obtained by daily application of the Pricing Rate for
such Buy/Sell Back Transaction to any such Income from (and including) the date
of payment by the issuer to (but excluding) the date of
calculation.

       

       

      
        	
                5.

              	
                When
      entering into a Buy/Sell Back Transaction the parties shall also agree on
      the Sell Back Price and the Pricing Rate to apply in relation to such
      Buy/Sell Back Transaction on the scheduled Repurchase Date. The parties
      shall record the Pricing Rate in at least one Confirmation applicable to
      such Buy/Sell Back Transaction.

              


      

       

       

      
        	
                6.

              	
                Termination
      of a Buy/Sell Back Transaction shall be effected on the Repurchase Date by
      transfer to Seller or its agent of Purchased Securities against the
      payment by Seller of (i) in a case where the Repurchase Date is the date
      originally agreed to by the parties pursuant to Paragraph 2(q) of the
      Agreement, the Sell Back Price referred to in Paragraph 4(c)(i) of this
      Annex; and (ii) in any other case, the Sell Back Price referred to in
      Paragraph 4(c)(ii) of this Annex.

              


      

       

       

      
        	
                7.

              	
                For
      the avoidance of doubt, the parties acknowledge and agree that the
      Purchase Price and the Sell Back Price in Buy/Sell Back Transactions shall
      include Accrued Interest (except to the extent contrary to market practice
      with respect to the Securities subject to such Buy/Sell Back Transaction,
      in which event (i) an amount equal to the Purchase Price plus Accrued
      Interest to the Purchase Date Shall be paid to Seller on the Purchase Date
      and shall be used, in lieu of the Purchase Price, for calculating the Sell
      Back Differential, (ii) an amount equal to the Sell Back Price plus the
      amount of Accrued Interest to the Repurchase Date shall be paid to Buyer
      on the Repurchase Date, and (iii) the formula in Paragraph 4(c)(ii) of
      this Annex VI shall be replaced by the formula "(P + AI + D) - (IR + C)",
      where "AI" equals Accrued Interest to the Purchase
  Date).

              


      

       

       

      
        	
                8.

              	
                Unless
      the parties agree in Annex I to the Agreement that a Buy/Sell Back
      Transaction is not to be repriced, they shall at the time of repricing
      agree on the Purchase Price, the Sell Back Price and the Pricing Rate
      applicable to such Transaction.

              


      

       

       

      
        	
                9.

              	
                Paragraph
      5 of the Agreement shall not apply to Buy/Sell Back
      Transactions.  Seller agrees, on the date such Income is
      received, to pay to Buyer any Income received by Seller in respect of
      Purchased Securities that is paid by the issuer on any date falling
      between the Purchase Date and the Repurchase
  Date.

              


      

       

       

      
        	
                10.

              	
                References
      to "Repurchase Price" throughout the Agreement shall be construed as
      references to "Repurchase Price or the Sell Back Price, as the case may
      be."

              


      

       

       

      
        	
                11.

              	
                In
      Paragraph 11 of the Agreement, references to the "Repurchase Prices" shall
      be construed as references to "Repurchase Prices and Sell Back
      Prices."

              


      

       

      


      


      


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