commerce75magmt.htm


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    LOAN
      AND SECURITY AGREEMENT

     

     

    RESOURCE
      AMERICA, INC.

     

    as  Borrower

     

    with

     

     

    COMMERCE
      BANK, N.A.,

     

    as
      Agent
      and Issuing Bank

     

    and

     

     

    THE
      FINANCIAL INSTITUTIONS

     

    NOW
      OR
      HEREAFTER LISTED ON SCHEDULE A,

     

    as
      Lenders

     

     

    COMMERCE
      BANK, N.A., as Arranger


     

    May
      24,
      2007


    
      
              

                    
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

    


    


    
      	 	
              PAGE

            
	
              SECTION
                1. DEFINITIONS AND INTERPRETATION

            	
              1

            
	
              1.1           Terms
                Defined

            	
              1

            
	
              1.2           Other
                Capitalized Term

            	
              14

            
	
              1.3           Accounting
                Principles

            	
              14

            
	
              1.4           Construction

            	
              14

            
	 	 
	
              SECTION
                2.  THE LOANS

            	
              14

            
	
              2.1           Revolving
                Credit - Description:

            	
              14

            
	
              2.2           Letters
                of Credit-Description:

            	
              15

            
	
              2.3           Reserved:

            	
              18

            
	
              2.4           Reserved:

            	
              18

            
	
              2.5           Advances,
                Conversions, Renewals and Payments:

            	
              18

            
	
              2.6           Interest:

            	
              22

            
	
              2.7           Additional
                Interest Provisions:

            	
              23

            
	
              2.8           Fees:

            	
              23

            
	
              2.9           Prepayments:

            	
              24

            
	
              2.10           Funding
                Indemnity

            	
              24

            
	
              2.11           Use
                of Proceeds

            	
              25

            
	
              2.12           Pro
                Rata Treatment and Payments:

            	
              25

            
	
              2.13           Inability
                to Determine Interest Rate:

            	
              26

            
	
              2.14           Illegality

            	
              27

            
	
              2.15           Requirements
                of Law

            	
              27

            
	
              2.16           Taxes

            	
              28

            
	
              2.17           Replacement
                of Lenders

            	
              30

            
	 	 
	
              SECTION
                3.  COLLATERAL

            	
              31

            
	
              3.1           Description

            	
              31

            
	
              3.2           Lien
                Documents

            	
              32

            
	
              3.3           Other
                Actions

            	
              33

            
	
              3.4           Searches

            	
              33

            
	
              3.5           [Reserved]

            	
              33

            
	
              3.6           Filing
                Security Agreement

            	
              33

            
	
              3.7           Power
                of Attorney

            	
              33

            
	
              3.8           Release
                of Collateral

            	
              34

            
	 	 
	
              SECTION
                4.  CLOSING AND CONDITIONS PRECEDENT TO ADVANCES

            	
              34

            
	
              4.1           Resolutions,
                Opinions, and Other Documents

            	
              34

            
	
              4.2           Absence
                of Certain Events

            	
              35

            
	
              4.3           Warranties
                and Representations at Closing

            	
              35

            
	
              4.4           Compliance
                with this Agreement

            	
              35

            
	
              4.5           Officer's
                Certificate

            	
              35

            
	
              4.6           Closing

            	
              35

            
	
              4.7           Waiver
                of Rights

            	
              35

            
	
              4.8           Conditions
                for Future Advances

            	
              35

            
	 	 


    


    
      
              

                       
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              SECTION
                5.  REPRESENTATIONS AND WARRANTIES

            	
              36

            
	
              5.1           Corporate
                Organization and Validity

            	
              36

            
	
              5.2           Places
                of Business

            	
              37

            
	
              5.3           Pending
                Litigation

            	
              37

            
	
              5.4           Title
                to Properties

            	
              37

            
	
              5.5           Governmental
                Consent

            	
              37

            
	
              5.6           Taxes

            	
              38

            
	
              5.7           Financial
                Statements

            	
              38

            
	
              5.8           Full
                Disclosure

            	
              38

            
	
              5.9           Subsidiaries

            	
              38

            
	
              5.10           Investments,
                Guarantees, Contracts, etc.

            	
              38

            
	
              5.11           Government
                Regulations, etc.

            	
              39

            
	
              5.12           Business
                Interruptions

            	
              39

            
	
              5.13           Names
                and Intellectual Property

            	
              40

            
	
              5.14           Other
                Associations

            	
              40

            
	
              5.15           Environmental
                Matters

            	
              40

            
	
              5.16           Regulation
                O

            	
              40

            
	
              5.17           Capital
                Stock

            	
              40

            
	
              5.18           Solvency

            	
              41

            
	
              5.19           Perfection
                and Priority

            	
              41

            
	
              5.20           Commercial
                Tort Claims

            	
              41

            
	
              5.21           Letter
                of Credit Rights

            	
              41

            
	
              5.22           Deposit
                Accounts

            	
              41

            
	
              5.23           Anti-Terrorism
                Laws

            	
              41

            
	
              5.24           Investment
                Company Act

            	
              42

            
	
              5.25           Bancorp
                Stock

            	
              42

            
	 	 
	
              SECTION
                6.  BORROWER'S AFFIRMATIVE COVENANTS

            	
              42

            
	
              6.1           Payment
                of Taxes and Claims

            	
              42

            
	
              6.2           Maintenance
                of Properties and Corporate Existence

            	
              43

            
	
              6.3           Business
                Conducted

            	
              44

            
	
              6.4           Litigation

            	
              44

            
	
              6.5           Issue
                Taxes

            	
              44

            
	
              6.6           Bank
                Accounts

            	
              44

            
	
              6.7           Employee
                Benefit Plans

            	
              44

            
	
              6.8           Financial
                Covenants

            	
              45

            
	
              6.9           Financial
                and Business Information

            	
              45

            
	
              6.10           Officers'
                Certificates

            	
              47

            
	
              6.11           Audits
                and Inspection

            	
              47

            
	
              6.12           Reserved

            	
              47

            
	
              6.13           Information
                to Participant

            	
              48

            
	
              6.14           Material
                Adverse Developments

            	
              48

            
	
              6.15           Places
                of Business

            	
              48

            
	
              6.16           Commercial
                Tort Claims

            	
              48

            
	
              6.17           Letter
                of Credit Rights

            	
              48

            
	
              6.18           Pledged
                Collateral

            	
              48

            
	
              6.19           Management
                Agreements

            	
              48

            
	
              6.20           Sponsored
                CDO Equity Interests

            	
              49

            
	
              6.21           Access
                to Investor Reporting Service

            	
              49

            
	
              6.22           Bancorp
                Stock

            	
              49

            
	
              6.23           Trapeza

            	
              49

            
	 	 


    


    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    


    
      	
              SECTION
                7.  BORROWER'S NEGATIVE COVENANTS

            	
              49

            
	
              7.1           Merger,
                Consolidation, Dissolution or Liquidation

            	
              49

            
	
              7.2           Acquisitions

            	
              50

            
	
              7.3           Liens
                and Encumbrances

            	
              50

            
	
              7.4           Transactions
                With Affiliates; Subsidiaries

            	
              50

            
	
              7.5           Guarantees

            	
              50

            
	
              7.6           Distributions,
                Bonuses and Other Indebtedness

            	
              50

            
	
              7.7           Loans
                and Investments

            	
              51

            
	
              7.8           Use
                of Lenders' Name

            	
              51

            
	
              7.9           Miscellaneous
                Covenants

            	
              51

            
	
              7.10           Jurisdiction
                of Organization

            	
              51

            
	
              7.11           Organization
                Documents

            	
              51

            
	 	 
	
              SECTION
                8.  DEFAULT

            	
              52

            
	
              8.1           Events
                of Default

            	
              52

            
	
              8.2           Cure

            	
              54

            
	
              8.3           Rights
                and Remedies on Default

            	
              54

            
	
              8.4           Nature
                of Remedies

            	
              55

            
	
              8.5           Set-Off

            	
              55

            
	 	 
	
              SECTION
                9.  AGENT

            	
              56

            
	
              9.1           Appointment
                and Authority

            	
              56

            
	
              9.2           Rights
                as a Lender

            	
              56

            
	
              9.3           Exculpatory
                Provisions

            	
              56

            
	
              9.4           Reliance
                by Agent

            	
              57

            
	
              9.5           Delegation
                of Duties

            	
              58

            
	
              9.6           Resignation
                of Agent

            	
              58

            
	
              9.7           Non-Reliance
                on Agent and Other Lenders

            	
              58

            
	
              9.8           No
                Other Duties, Etc.

            	
              59

            
	
              9.9           Agent
                May File Proofs of Claim

            	
              59

            
	
              9.10           Collateral
                and Guaranty Matters

            	
              59

            
	
              9.11           Action
                on Instructions of Lenders

            	
              60

            
	
              9.12           Designation
                of additional Agents

            	
              60

            
	 	 
	
              SECTION
                10

            	
              60

            
	
              10.1           GOVERNING
                LAW

            	
              60

            
	
              10.2           Integrated
                Agreement

            	
              60

            
	
              10.3           Waiver

            	
              61

            
	
              10.4           Expenses;
                Indemnity

            	
              61

            
	
              10.5           Time

            	
              62

            
	
              10.6           Consequential
                Damages

            	
              62

            
	
              10.7           Brokerage

            	
              62

            
	
              10.8           Notices

            	
              62

            
	
              10.9           Headings

            	
              64

            
	
              10.10           Survival

            	
              64

            
	
              10.11           Amendments

            	
              64

            
	
              10.12           Assignments
                and Participations

            	
              65

            
	
              10.13           Successors
                and Assigns

            	
              67

            


    


    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    


    


    
      	
              10.14           Duplicate
                Originals

            	
              67

            
	
              10.15           Modification

            	
              67

            
	
              10.16           Signatories

            	
              67

            
	
              10.17           Third
                Parties

            	
              67

            
	
              10.18           Discharge
                of Taxes, Borrowers' Obligations, Etc.

            	
              68

            
	
              10.19           Withholding
                and Other Tax Liabilities

            	
              68

            
	
              10.20           Consent
                to Jurisdiction

            	
              68

            
	
              10.21           Waiver
                of Jury Trial

            	
              68

            
	
              10.22           Termination

            	
              69

            


    

    



    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    


    EXHIBITS
      AND SCHEDULES

    


    
      	
              Exhibit
                A

            	
              --

            	
              Form
                of Assignment and Assumption Agreement

            
	
              Exhibit
                B

            	
              --

            	
              Form
                of Authorization Certificate

            
	
              Exhibit
                C

            	
              --

            	
              Form
                of Conversion/Extension

            
	
              Exhibit
                D

            	
              --

            	
              Form
                of Revolving Credit Advance Request

            
	
              Exhibit
                E

            	
              --

            	
              Form
                of Borrowing Base Certificate

            
	
              Exhibit
                F

            	
              --

            	
              Form
                of Quarterly Compliance Certificate

            
	
              Schedule
                A

            	
              --

            	
              Schedule
                of Lenders

            
	
              Schedule
                B

            	
              --

            	
              Address
                of Lenders

            
	
              Schedule
                C

            	
              --

            	
              Excluded
                Subsidiaries

            
	
              Schedule
                D

            	
              --

            	
              Legacy
                Entities

            
	
              Schedule
                E

            	
              --

            	
              Management
                Agreements

            
	
              Schedule
                F

            	
              --

            	
              Trapeza
                Management Agreements

            
	
              Schedule
                G

            	
              --

            	
              Entities
                to be Dissolved

            
	
              Schedule
                1.1(b)

            	
              --

            	
              Existing
                Liens and Claims

            
	
              Schedule
                5.1

            	
              --

            	
              Borrower's
                States of Qualifications

            
	
              Schedule
                5.2

            	
              --

            	
              Places
                of Business

            
	
              Schedule
                5.3

            	
              --

            	
              Judgments,
                Proceedings, Litigation and Orders

            
	
              Schedule
                5.7

            	
              --

            	
              Federal
                Tax Identification Numbers and Organizational Identification
                Numbers

            
	
              Schedule
                5.9

            	
              --

            	
              Subsidiary
                and Affiliates

            
	
              Schedule
                5.10(a)

            	
              --

            	
              Existing
                Guaranties, Investments and Borrowings

            
	
              Schedule
                5.11

            	
              --

            	
              Employee
                Benefit Plans

            
	
              Schedule
                5.13(a)

            	
              --

            	
              Schedule
                of Names

            
	
              Schedule
                5.13(b)

            	
              --

            	
              Trademarks,
                Patents and Copyrights

            
	
              Schedule
                5.13(c)

            	
              --

            	
              Trademarks,
                Patents and Copyrights Required to Conduct Business

            
	
              Schedule
                5.14(a)

            	
              --

            	
              Other
                Associations

            
	
              Schedule
                5.14(b)

            	
              --

            	
              Sponsored
                CDO Offerings

            
	
              Schedule
                5.17

            	
              --

            	
              Capital
                Stock

            
	
              Schedule
                5.19

            	
              --

            	
              Perfection

            
	
              Schedule
                5.20

            	
              --

            	
              Commercial
                Tort Claims

            
	
              Schedule
                5.21

            	
              --

            	
              Letter
                of Credit Rights

            
	
              Schedule
                5.22

            	
              --

            	
              Deposit
                Accounts

            
	
              Schedule
                5.25

            	
              --

            	
              Bancorp
                Stock

            
	
              Schedule
                7.4(a)

            	
              --

            	
              Transactions
                with Affiliate and Subsidiaries

            


    


    
      
              

                  LW:
            327975.1      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LOAN
      AND SECURITY AGREEMENT

     

    This
      Loan
      and Security Agreement ("Agreement") is dated as of the 24th day of
      May, 2007,
      by and among Resource America, Inc., a
      Delaware corporation ("Borrower"), Commerce Bank,
      N.A., a national banking association, in its capacity
      as agent ("Agent"), Commerce Bank, N.A. in its
      capacity as issuing bank ("Issuing Bank") and each of the financial institutions
      which are now or hereafter identified as Lenders on Schedule A attached hereto
      and made a part of this Agreement (as such Schedule may be amended, modified
      or
      replaced from time to time), (each such  financial institution,
      individually, a "Lender" and collectively all being "Lenders").

     

    BACKGROUND

     

    A.  Borrower
      desires to establish financing arrangements with Lenders to permit its
      uninterrupted and continuous business operations.  Lenders are willing
      to make loans and grant extensions of credit to Borrower, under the terms and
      provisions hereinafter set forth.

     

    B.  The
      parties desire to define the terms and conditions of their relationship and
      reduce them to writing.

     

    NOW,
      THEREFORE, the parties hereto, intending to be legally bound, hereby agree
      as
      follows:

     

    SECTION
      1.  DEFINITIONS AND INTERPRETATION

     

    1.1           Terms
      Defined:  As used in this Agreement, the following terms have the
      following respective meanings:

     

    Acceptance
      Date– Section 10.12

     

    Adjusted
      LIBOR Rate– For the LIBOR Interest Period for each LIBOR Rate Loan
      comprising part of the same borrowing (including conversions, extensions and
      renewals), a per annum interest rate determined pursuant to the following
      formula:

     

    Adjusted
      LIBOR Rate  =     London Interbank
      Offered Rate

                     
      1-LIBOR Reserve Percentage

     

    Adjusted
      Revolving Credit Base Rate– The Base Rate plus one hundred (100)
      basis points.

     

    Advance(s)—
      Any monies advanced or credit extended to Borrower by any Lender under the
      Revolving Credit, including without limitation cash advances and Letters of
      Credit.

     

    Advance
      Request– Section 2.5(b)(i).

     

    Affiliate—
      With respect to any Person, (a) any Person which, directly or indirectly through
      one or more intermediaries controls, or is controlled by, or is under common
      control with, such Person, or (b) any Person who is a director or officer (i)
      of
      such Person, (ii) of any Subsidiary of such Person, or (iii) any person
      described in clause (a) above.  For purposes of this definition,
      control of a Person shall mean the power, direct or indirect, (x) to vote 10%
      or
      more of the Capital 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        
Stock
        having ordinary voting power for the election of directors (or comparable
        equivalent) of such Person, or (y) to direct or cause the direction of the
        management and policies of such Person whether by contract or
        otherwise.  Control may be by ownership, contract, or
        otherwise.

    

     

    Aggregate
      Non-Callable Management Fees— At any time, the aggregate net present value
      of all management fees earned through the reinvestment period as defined in
      the
      Collateralized Debt Offering documents (other than Excluded Management Fees)
      to
      which Borrower, Trapeza Management and Subsidiary Guarantors are entitled
      pursuant to all Management Agreements and Trapeza Management Agreements in
      effect from time to time; provided that Agent, on behalf of Lenders shall have
      a
      first priority perfected Lien in all fees payable under any Management Agreement
      (other than under the Trapeza Management Agreements).  Net present
      value, for the purpose
      of this definition, shall be calculated as follows:  the Management
      Fee Amount, discounted by (i.e. divided by) 1.08 to the  power of "n",
      with "n" being the number of years in the discount period.

     

    Agreement—
      This Loan and Security Agreement, as it may hereafter be amended, supplemented
      or replaced from time to time.

     

    Amortization
      Event– The termination by any applicable issuer (or any other Person with
      the authority to terminate a collateral manager) of a Collateralized Debt
      Offering of any one or more Subsidiary Guarantors or Trapeza Management, as
      the
      collateral manager resulting in such entities managing fewer than fifteen (15)
      Collateralized Debt Offerings.

     

    Anti-Terrorism
      Laws - Any statute, treaty, law (including common law), ordinance,
      regulation, rule, order, opinion, release, injunction, writ, decree or award
      of
      any Governmental Authority relating to terrorism or money laundering, including
      Executive Order No. 13224 and the USA Patriot Act.

     

    Asset
      Default Rate - With respect to an applicable asset class held in any
      Collateralized Debt Offering, the Asset Default Rate is determined pursuant
      to
      the following rating guide, or other rating agency or authoritative source
      acceptable to Agent:

     

    Bank
      securities:                                                               FDIC
      Quarterly Banking Profile

    Insurance
      securities:                                                      AM
      Best's Impairment Rate & Rating

    Leveraged
      loans:                                                             S&P
      Leveraged Lending Review

    High
      grade asset backed
      securities:                             Moody's
      Structured Finance Report

    Mezzanine
      asset backed
      securities:                              S&P
      Structured Securities Review

    


    Asset
      Recovery Rate - With respect to an applicable asset class held in any
      Collateralized Debt Offering, the Asset Recovery Rate is determined pursuant
      to
      the following rating guide, or other rating agency or authoritative source
      acceptable to Agent:

     

    Bank
      securities:                                                                FDIC
      Quarterly Banking Profile

    Insurance
      securities:                                                       AM
      Best's Impairment Rate & Rating

    Leveraged
      loans:                                                              S&P
      Leveraged Lending Review

    High
      grade asset backed
      securities:                             Moody's
      Structured Finance Report

    Mezzanine
      asset backed
      securities:                              S&P
      Structured Securities Review

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Asset
      Sale - The sale, transfer, lease, license or other disposition, by Borrower
      or by any Subsidiary Guarantor to any Person other than Borrower, or any
      Subsidiary Guarantor, of any Property now owned or hereafter acquired, of any
      nature whatsoever in any transaction or series of related transactions other
      than the sale of Inventory in the ordinary course of business.  An
      Asset Sale, includes without limitation, a division.

     

    Assignment
      Agreement— An assignment and assumption agreement entered into by an
      assigning Lender and accepted by Agent, in accordance with Section 10.12, in
      the
      form of Exhibit A attached hereto.

     

    Authorized
      Officer - Any officer (or comparable equivalent) of Borrower authorized by
      the by-laws of Borrower to execute and deliver documents on behalf of Borrower,
      to request Advances or execute Borrowing Base Certificates or Quarterly
      Compliance Certificates as set forth in the authorization certificate delivered
      to Lender substantially in the form of Exhibit "B" attached hereto.

     

    Bankruptcy
      Code– The United States Bankruptcy Code, 11 U.S.C. § 101 et. seq., as
      amended from time to time.

     

    Base
      Rate— The "Prime Rate" of interest as published in the "Money Rates" section
      of The Wall Street Journal on the applicable date (or the highest "Prime
      Rate" if more than one is published) as such rate may change from time to
      time.  If The Wall Street Journal ceases to be published or
      goes on strike or is otherwise not published,
      Agent may use a similar published prime or base rate.  The Base Rate
      is not necessarily the lowest or best rate of interest offered by Agent or
      any
      Lender to any borrower or class of borrowers.

     

    Base
      Rate Loans - That portion of the Loans accruing interest based on a rate
      determined by reference to the Base Rate.

     

    Blocked
      Person-  Section 5.23.

     

    Borrowing
      Base– As of the date of determination, an amount equal to the lesser of (i)
      the Maximum Revolving Credit Amount or (ii) without duplication, the sum of
      (a)
      75% of Aggregate Non-Callable Management Fees plus (b) 70% of the market
      value (as determined by reference to the applicable national exchange) of the
      Pledged Securities plus (c) 75% of REIT Management Fees payable in
      cash.

     

    Borrowing
      Base Certificate– Section 6.9(b).

     

    Business
      Day— (i) Any day that is not a Saturday or Sunday or day on which Agent or
      any Lender is required or permitted to close in Philadelphia, Pennsylvania
      or
      (ii) with respect to any LIBOR Rate Loan, any day which is a Business Day
      described in clause (i) and which is also a day for trading by and between
      banks
      in dollar deposits in the London interbank market.

     

    Capital
      Expenditures— For any period, the aggregate of all expenditures (including
      that portion of Capitalized Lease Obligations attributable to that period)
      made
      in respect of the purchase, construction or other acquisition of fixed or
      capital assets, determined in accordance with GAAP.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    Capitalized
      Lease Obligations– Any Indebtedness represented by obligations under a lease
      that is required to be capitalized for financial reporting purposes in
      accordance with GAAP.

     

    Capital
      Stock– Any and all shares, interests, participations or other equivalents
      (however designated) of capital stock of a corporation, any and all other
      ownership interests in a Person (other than a corporation) and any and all
      warrants or options to purchase any of the foregoing.

     

    Change
      of Control - With respect to Borrower, the result caused by the occurrence
      of any event which results in any “person” or “group” (as such terms are used in
      Sections 13(d) and 14(d) of the Exchange Act, and any person or entity acting
      in
      its capacity as trustee, agent or other fiduciary or administrator of any such
      plan), excluding the Permitted Holders, shall become the “beneficial owner” (as
      defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or
      indirectly, greater than thirty-five percent (35%) of the then outstanding
      voting stock of Borrower  and with respect to any Subsidiary that is a
      Subsidiary Guarantor, other than in connection with a transaction permitted
      under Section 7.1 hereof, the result caused by Borrower owning less than one
      hundred percent (100%) of any class of the issued and
      outstanding Capital Stock of such Subsidiary entitled to vote. 

     

    Closing—
      Section 4.6.

     

    Closing
      Date— Section 4.6.

     

    Code–
      The Internal Revenue Code of 1986, as amended from time to time.

     

    Collateral
      Pledge Agreement– Collectively, those certain Collateral Pledge Agreements
      to be executed by Borrower and certain Subsidiary Guarantors with respect to
      the
      Pledged Securities, in form and substance satisfactory to Agent, on or before
      the Closing Date.

     

    Collateral—
      All of the Property and interests in Property described in Section 3.1 of this
      Agreement and all other Property and interests in Property that now or hereafter
      secure payment of the Obligations and satisfaction by Borrower of all covenants
      and undertakings contained in this Agreement and the other Loan
      Documents.


    Collateralized
      Debt Offering— An offering, by a special purpose entity, of interests in
      secured debt obligations, and other investments permitted under the
      organizational and operating documents of such entity, which interests are
      sold
      to third party investors.

     

    Consolidated
      Amortization Expense— For any period, the aggregate consolidated amount of
      amortization expense of Borrower, as determined in accordance with
      GAAP.

     

    Consolidated
      Cash Flow— For any period, Borrower's Consolidated Net Income (or deficit)
      plus (a) Consolidated Interest Expense, plus (b) Consolidated Depreciation
      Expense, plus (c) Consolidated Amortization Expense, plus (d) Consolidated
      Tax
      Expense, (e) plus all other non-cash expenses minus (f) extraordinary gains,
      all
      as determined in accordance with GAAP.

     

    Consolidated
      Depreciation Expense— For any period, the aggregate, consolidated amount of
      depreciation expense of Borrower, as determined in accordance with
      GAAP.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    Consolidated
      Funded Debt— At any time, without duplication, the aggregate principal
      amount of interest bearing Indebtedness of Borrower (other than Indebtedness
      that is non-recourse as to Borrower or any Subsidiary and Subordinated Debt)
      on
      a consolidated basis, as determined in accordance with GAAP.

     

    Consolidated
      Funded Debt to Net Worth Ratio— At any time, the ratio of Borrower's (i)
      Consolidated Funded Debt to (ii) Consolidated Net Worth.

     

    Consolidated
      Interest Expense— For any period (without duplication), the aggregate,
      consolidated amount of interest expense required to be paid or accrued during
      such period on all Indebtedness of Borrower outstanding during all or any part
      of such period, as determined in accordance with GAAP.

     

    Consolidated
      Net Income— For any period, consolidated net income after taxes of Borrower
      as such would appear on Borrower's consolidated statement of income, prepared
      in
      accordance with GAAP.

     

    Consolidated
      Net Worth - At any time, the amount by which all of Borrower's consolidated
      assets plus Subordinated Debt exceed all of Borrower's Consolidated Total
      Liabilities, all as would be shown on Borrower's consolidated balance sheet
      prepared in accordance with GAAP.

     

    Consolidated
      Tax Expense— For any period, the aggregate consolidated amount of income tax
      expense of Borrower, as determined in accordance with GAAP.

     

    Consolidated
      Total Liabilities– At any time, the aggregate total amount of Borrower's
      consolidated liabilities as would be shown on Borrower's consolidated balance
      sheet prepared in accordance with GAAP.

     

    Control
      Agreements– The Securities Account Control Agreement, August 3, 2006, among
      Resource Capital Investor, Inc., the Agent, Credit Suisse Securities (USA)
      LLC
      and Pershing LLC; and the Securities Account Control Agreement, dated August
      3,
      2006, among Resource Capital Manager, Inc. (“RCM”), the Agent, Credit Suisse
      Securities (USA) LLC and Pershing LLC in each case with respect to that portion
      of the Pledged Securities comprised of common shares of Resource Capital Corp
      (“RCC”).

     

    Debt
      Service Coverage Ratio— For any period, the ratio of (i) Consolidated Cash
      Flow to (ii) scheduled principal payments on account of Borrower's consolidated
      long term Indebtedness (excluding any payments made (i) by Leaf or any of Leaf’s
      wholly-owned Subsidiaries or any entities which are consolidated in accordance
      with FIN 46 on account of Indebtedness of Leaf or such Subsidiary or (ii) by
      a
      Borrower or Subsidiary Guarantor in connection with any warehouse lines to
      which
      Borrower or such Subsidiary Guarantor is a party) for the preceding four fiscal
      quarter period plus Consolidated Interest Expense all as determined in
      accordance with GAAP.


    Default
      — An event which with the passage of time, the giving of notice, or both
      would constitute an Event of Default.

     

    Default
      Rate— Section 2.7(b).

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Disqualified
      Stock– Any Capital Stock which by its terms (or by terms of any security
      into which it is convertible or for which it is exchangeable) or upon the
      happening of any event (i) matures or is mandatorily redeemable for any reason,
      (ii) is convertible or exchangeable for Indebtedness or Capital Stock that
      meets
      the requirements of clauses (i) and (ii), or (iii) is redeemable at the option
      of the holder thereof, in whole or in part in each case on or prior to the
      Revolving Credit Maturity Date.

     

    Distribution  -  (i)
      Cash dividends or other cash distributions on any now or hereafter outstanding
      on Capital Stock of Borrower or any Subsidiary Guarantor; (ii) the redemption,
      repurchase, defeasance or acquisition of such Capital Stock or of warrants,
      rights or other options to purchase such Capital Stock; and (iii) any loans
      or
      advances (other than salaries), to any shareholder(s), partner(s), or member(s)
      of Borrower or any Subsidiary Guarantor.

     

    Environmental
      Laws - Any and all Federal, foreign, state, local or municipal laws, rules,
      orders, regulations, statutes, ordinances, codes, decrees and any and all common
      law requirements, rules and bases of liability regulating, relating to or
      imposing liability or standards of conduct concerning pollution, protection
      of
      the environment, or the impact of pollutants, contaminants or toxic or hazardous
      substances on human health or the environment, as now or may at any time
      hereafter be in effect.

     

    ERISA—
      The Employee Retirement Income Security Act of 1974, as the same may be amended,
      from time to time.

     

    Event
      of Default— Section 8.1.

     

    Exchange
      Act– The Securities and Exchange Act of 1934, as the same may be amended
      from time to time.

     

    Excluded
      Management Fees– All management fees received by Borrower or a Subsidiary
      Guarantor attributable to any sub-prime or mid-prime mortgage assets in any
      Collaterized Debt Offering.

     

    Excluded
      Subsidiary– Each Subsidiary (whether direct or indirect) of Borrower, which
      is prohibited from guaranteeing the Obligations pursuant to financing agreements
      related to such Subsidiary’s Indebtedness, and which prohibition is confirmed in
      writing by counsel to Borrower.  Excluded Subsidiaries are set forth
      on Schedule C attached hereto, as such Schedule may be amended, supplemented,
      replaced or restated from time to time.

     

    Executive
      Order No. 13224 - The Executive Order No. 13224 on Terrorist Financing,
      effective September 24, 2001, as the same has been, or shall hereafter be,
      renewed, extended, amended or replaced.

     

    Expenses—
      Section 10.4.

     

    Fee
      Letter— That certain letter agreement between Agent and Borrower dated on or
      prior to the Closing Date.

     

    Fed
      Funds Rate — For any day, the weighted average of the rates on overnight
      federal funds transactions with members of the Federal Reserve System arranged
      by federal funds 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        
brokers,
        as published for such day (or if such day is not a Business Day, for the
        next
        preceding Business Day) by the Federal Reserve Bank of New York, or if such
        rate
        is not so published for any day which is a Business Day, the average of
        quotations for such day on such transactions received by Agent from three
        federal funds brokers of recognized standing selected by
        Agent.

    

     

    FIN
      46– Financial Accounting Standards Board’s Interpretation Number
      46.


    Fronting
      Fee— Section 2.8(b)(ii).

     

    GAAP
      - Generally accepted accounting principles as in effect on the Closing Date
      applied in a manner consistent with the most recent audited financial statements
      of Borrower furnished to Lender and described in Section 5.7 herein, subject,
      however, in the case of determination of compliance with the financial covenants
      in Section 6.8, to the provisions of Section 1.3.

     

    Governmental
      Acts — Section 2.2.

     

    Governmental
      Authority - Any federal, state or local government or political subdivision,
      or any agency, authority, bureau, central bank, commission, department or
      instrumentality of any of the above, or any court, tribunal, grand jury, or
      arbitration.

     

    Guarantor
      Security Agreement— That certain security agreement to be executed by each
      Subsidiary Guarantor in favor of Agent, in form and substance satisfactory
      to
      Agent, on or prior to the Closing Date.

     

    Hedging
      Agreements— Any Interest Hedging Instrument or any other interest rate
      protection agreement, foreign currency exchange agreement, commodity purchase
      or
      option agreement, or any other interest rate hedging device or swap agreement
      (as defined in 11 U.S.C. § 101 et. seq.).

     

    Indebtedness—
      Of any Person at any date, without duplication, (i) all indebtedness of such
      Person for borrowed money  (including with respect to Borrower, the
      Obligations) or for the deferred purchase price of property or services (other
      than current trade liabilities incurred in the ordinary course of business
      and
      payable in accordance with customary practices), (ii) any other indebtedness
      of
      such Person which is evidenced by a note, bond, debenture or similar instrument,
      (iii) all Capitalized Lease Obligations of such Person, (iv) the face amount
      of
      all letters of credit (including the Letters of Credit), issued for the account
      of such Person and all drafts drawn thereunder, (v) all obligations of other
      Persons which such Person has guaranteed, (vi) Disqualified Stock, (vii) all
      obligations of such Person under Hedging Agreements, and (viii) all liabilities
      secured by any Lien on any property owned by such Person even though such Person
      has not assumed or otherwise become liable for the payment thereof.

     

    Interest
      Hedging Instrument— Any documentation evidencing any interest rate swap,
      interest "cap" or "collar" or any other interest rate hedging device or swap
      agreement (as defined in 11 U.S.C. § 101 et. seq.) between Borrower or any
      Subsidiary Guarantor and a Lender (or any Affiliate of a Lender).

     

    IRS —
      Internal Revenue Service.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    Issuing
      Bank— Commerce Bank, N.A.

     

    L/C
      Fees— Section 2.8(b)(i).

     

    L/C
      Sublimit— An amount equal to $7,500,000.

     

    Leaf–
      Leaf Financial, Inc., a Delaware corporation.

     

    Legacy
      Entities– Collectively, those Subsidiaries identified on Schedule D attached
      hereto.

     

    Letter
      of Credit– That certain letter of credit number 136192070077 in the face
      amount of $246,420.00 for the benefit of Paramount Group, Inc. and those certain
      stand-by letters of credit (as amended, supplemented,  replaced or
      restated from time to time) issued from time to time pursuant to
      Section 2.2 of this Agreement.

     

    Letter
      of Credit Documents— Any Letter of Credit, any amendment thereto, any
      documents delivered in connection therewith, any application therefor, or any
      other documents (all in form and substance satisfactory
      to Issuing Bank), governing or providing for (i) the rights and obligations
      on
      the parties concerned or at risk, or (ii) any collateral security for such
      obligations.

     

    LIBOR
      Interest Period— As to LIBOR Rate Loans, a period of one month, two months,
      three months or six months, as selected by Borrower pursuant to the terms of
      this Agreement (including continuations and conversions thereof); provided
      however, (i) if any LIBOR Interest Period would end on a day which is not a
      Business Day, such LIBOR Interest Period shall be extended to the next
      succeeding Business Day (except that where the next succeeding Business Day
      falls in the next succeeding calendar month, then on the next preceding Business
      Day), (ii) no LIBOR Interest Period shall extend beyond the Revolving Credit
      Maturity Date and (iii) any LIBOR Interest Period with respect to
      a  LIBOR Rate Loan that begins on the last Business Day of a calendar
      month (or on a day for which there is no numerically corresponding day in the
      calendar month at the end of such LIBOR Interest Period) shall end on the last
      Business Day of the relevant calendar month at the end of such LIBOR Interest
      Period.

     

    LIBOR
      Rate Loans— That portion(s) of the Loans accruing interest based on a rate
      determined by reference to the Adjusted LIBOR Rate.

     

    LIBOR
      Reserve Percentage— For any day, that percentage (expressed as a decimal)
      which is in effect from time to time under Regulation D, as such regulation
      may
      be amended from time to time or any successor regulation, as the maximum reserve
      requirement (including, without limitation, any basic, supplemental, emergency,
      special, or marginal reserves) applicable with respect to Eurocurrency
      liabilities as that term is defined in Regulation D (or against any other
      category of liabilities that includes deposits by reference to which the
      interest rate of LIBOR Rate Loans is determined), whether or not a Lender has
      any Eurocurrency liabilities subject to such reserve requirement at that
      time.  LIBOR Rate Loans shall be deemed to constitute Eurocurrency
      liabilities and as such shall be deemed subject to reserve requirements without
      benefits of credits for proration, exceptions or offsets that may be available
      from time to time to a Lender.  The Adjusted LIBOR Rate shall be
      adjusted automatically on and as of the effective date of any change in the
      LIBOR Reserve Percentage.

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    Lien—
      Any interest of any kind or nature in property securing an obligation owed
      to,
      or a claim of any kind or nature in Property by, a Person other than the owner
      of the Property, whether such interest is based on the common law, statute,
      regulation or contract, and including, but not limited to, a security interest
      or lien arising from a mortgage, encumbrance, pledge, conditional sale or trust
      receipt, a capitalized lease, consignment or bailment for security purposes,
      a
      trust, or an assignment.   For the purposes of this Agreement,
      Borrower shall be deemed to be the owner of any Property which it has acquired
      or holds subject to a conditional sale agreement or other arrangement pursuant
      to which title to the Property has been retained by or vested in some other
      Person for security purposes.

     

    Loans—
      Collectively, the unpaid balance of cash Advances under the Revolving Credit
      which may be Base Rate Loans or LIBOR Rate Loans and any unreimbursed draws
      under any Letter of Credit.

     

    Loan
      Documents— Collectively, this Agreement, the Revolving Credit Notes, the
      Surety and Guaranty Agreement, the Guarantor Security Agreement, the Subsidiary
      Collateral Pledge Agreement, the Sponsored CDO
      Pledge Agreement, the Collateral Pledge Agreements, the
      Control Agreements, the Letter of Credit Documents, the Perfection Certificate
      and all agreements, instruments and documents executed and/or delivered from
      time to time pursuant to this Agreement or in connection therewith, as amended,
      supplemented,  replaced or restated from time to time.

     

    London
      Interbank Offered Rate— With respect to any LIBOR Rate Loan for the LIBOR
      Interest Period applicable thereto, the rate of interest per annum (rounded
      upwards, if necessary, to the nearest 1/100 of 1%) equal to the British Bankers
      Association LIBOR Rate (“BBA LIBOR”) as published by Bloomberg (or such other
      commercially available source providing quotations of BBA LIBOR as designated
      by
      Agent from time to time) at approximately 11:00 A.M. (London time) 2 Business
      Days prior to the first day of such LIBOR Interest Period for a term comparable
      to such LIBOR Interest Period; provided however, if more than one BBA LIBOR
      Rate
      is specified, the applicable rate shall be the arithmetic mean of all such
      rates.  If, for any reason, such rate is not available, the term
      London Interbank Offered Rate shall mean, with respect to any LIBOR Rate Loan
      for the LIBOR Interest Period applicable thereto, the rate of interest per
      annum
      (rounded upwards, if necessary, to the nearest 1/100 of 1%) determined
      by Agent to be the average rates per annum at which deposits in dollars are
      offered for such LIBOR Interest Period to major banks in the London interbank
      market in London, England at approximately 11:00 A.M. (London time)
      2 Business Days prior to the first day of such LIBOR Interest Period for a
      term comparable to such LIBOR Interest Period.

     

    Majority
      Lenders— At any time, (i) if there are three or more Lenders, Lenders
      holding Pro Rata Percentages aggregating more than fifty percent (50%) of the
      total Pro Rata Shares and (ii) if there are less than three Lenders, all
      Lenders.

     

    Management
      Agreements— Collectively, those certain agreements set forth on Schedule E
      attached hereto, as such Schedule may be amended, supplemented, replaced or
      restated from time to time and any other collateral management agreement
      (whether now existing or hereafter created or acquired) pursuant to which
      Borrower or a Subsidiary Guarantor shall serve as collateral manager in
      connection with a Collateralized Debt Offering or a REIT.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    Management
      Fee Amount.  With respect to any Collateralized Debt Offering for
      which Borrower, a Subsidiary Guarantor or Trapeza Management is collateral
      manager pursuant to a Management Agreement or a Trapeza Management Agreement,
      as
      applicable, the product of (i) the difference between (A) the Net Outstanding
      Portfolio Balance, less (B) the product of (X) the product of (1) the
      projected Net Outstanding Portfolio Balance, times (2) the Asset Default
      Rate, times (Y) one minus the Asset Recovery Rate, less (C) any
      prepayments on, and amortization on account of, assets held in the
      Collateralized Debt Offering based on projections utilized by such Subsidiary
      Guarantor or Trapeza Management, as applicable, and provided by the investment
      banking institution used in any Collateralized Debt Offering transaction, in
      accordance with such Subsidiary Guarantor’s or Trapeza Management’s, as
      applicable, historical practices, times (ii) the collateral management
      fee (as to both base management fees and subordinated management fees) set
      forth
      in the Management Agreement or Trapeza Management Agreement, as
      applicable.

     

    Material
      Adverse Effect— A material adverse effect with respect to (a) the business,
      assets, properties, financial condition, stockholders' equity, contingent
      liabilities, material agreements or results of operations of Borrower or any
      Subsidiary, or (b) Borrower's ability to pay the Obligations in accordance
      with
      the terms hereof, or (c) the validity or enforceability of this Agreement or
      any
      of the other Loan Documents or the rights and remedies of Agent, Issuing Bank
      or
      any Lender hereunder or thereunder.

     

    Maximum
      Revolving Credit Amount– Subject to Section 2.9(b), the aggregate sum of
      each Lender’s Revolving Credit Pro Rata Share, which in no event shall exceed in
      the aggregate Seventy Five Million Dollars ($75,000,000).  Commerce’s
      Revolving Credit Pro Rata Share on the Closing Date is Fifty Million Dollars
      ($50,000,000).

     

    Net
      Outstanding Portfolio Balance - With respect to any Collateralized Debt
      Offering for which Borrower or a Subsidiary Guarantor is collateral manager
      pursuant to a Management Agreement, the Net Outstanding Portfolio Balance (or
      some similarly defined term) of such Collateralized Debt Offering, as determined
      pursuant to the trustee report issued on a quarterly basis, or if not yet
      produced, as determined pursuant to the indenture applicable to the
      Collateralized Debt Offering.

     

    Notes—
      Collectively, the Revolving Credit Notes.

     

    Notice—  Section
      10.8.

     

    Notice
      Letter— Each Payment Instruction Letter in the form attached to the
      Guarantor Security Agreement as Exhibit “A”, which has been or will be issued by
      Borrower or each applicable Subsidiary Guarantor and delivered to, and
      acknowledged by, the applicable trustee under the indenture related to the
      applicable Management Agreement.


    Notice
      of Conversion/Extension— A written notice of conversion of a LIBOR Rate Loan
      to a Base Rate Loan, or of a Base Rate Loan to a LIBOR Rate Loan or extension
      of
      a LIBOR Rate Loan, in each case substantially in the form of Exhibit "C"
      attached hereto.

     

    Obligations—
      All existing and future debts, liabilities and obligations of every kind or
      nature at any time owing by Borrower or any Subsidiary Guarantor to Lenders,
      Issuing Bank or Agent whether under this Agreement or any other Loan Document,
      whether joint or several, related 

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        
or
        unrelated, primary or secondary, matured or contingent, due or to become
        due
        (including debts, liabilities and obligations obtained by assignment), and
        whether principal, interest, fees, indemnification obligations hereunder
        or
        Expenses (specifically including interest accruing after the commencement
        of any
        bankruptcy, insolvency or similar proceeding with respect to Borrower, whether
        or not a claim for such post-commencement interest is allowed), including,
        without limitation, debts, liabilities and obligations in respect of the
        Revolving Credit, Reimbursement Obligations and any extensions, modifications,
        substitutions, increases and renewals thereof; any amount payable by Borrower
        or
        any Subsidiary Guarantor pursuant to an Interest Hedging Instrument; the
        payment
        of all amounts advanced by Agent on behalf of any Secured Party to preserve,
        protect and enforce rights hereunder and in the Collateral; and all
        Expenses.  Without limiting the generality of the foregoing,
        Obligations shall include any other debts, liabilities or obligations owing
        to
        Agent in connection with any lock box, cash management, or other services
        (including electronic funds transfers or automated clearing house transactions)
        provided by Agent to Borrower.

    

     

    Overadvance–
      Section 2.1(a).

     

    PBGC
      - The Pension Benefit Guaranty Corporation.

     

    Perfection
      Certificate - The Perfection Certificate provided by Borrower and each
      Subsidiary Guarantor to Agent on or prior to the Closing Date in form and
      substance satisfactory to Agent.

     

    Permitted
      Holders– Any of Edward Cohen, Betsy Cohen, Jonathan Cohen and Daniel G.
      Cohen or any trust established by such Person for estate planning purposes
      so
      long as such Person retains the power to vote any ownership interests which
      may
      be placed into such trust.

     

    Permitted
      Liens - (a)  Liens securing taxes, assessments or governmental
      charges or levies or the claims or demands of materialmen, mechanics, carriers,
      warehousemen, and other like persons not yet due; (b) Liens incurred or deposits
      made in the ordinary course of business in connection with workers'
      compensation, unemployment insurance, social security and other like laws;
      (c)
      Liens on fixed assets securing purchase money Indebtedness in an amount not
      to
      exceed $1,000,000 in the aggregate at any time; provided that, (i) such Lien
      attached to such assets concurrently, or within 20 days of the acquisition
      thereof, and only to the assets so acquired, and (ii) a description of the
      asset
      acquired is furnished to Lender; and (d) Liens existing on
      the Closing Date and shown on Schedule "1.1(b)" attached hereto and made part
      hereof.

     

    Person—
      An individual, partnership, corporation, trust, unincorporated association
      or
      organization, joint venture, limited liability company or partnership, or any
      other entity.

     

    Pledged
      Securities— Collectively, (i) 153,758 shares of the common stock of The
      Bancorp, Inc. (NASDAQ:TBBK), (ii) 1,224,036 common shares of RCC (NYSE:RSO),
      and
      (iii) such additional shares of RCC as are received by RCM as incentive
      compensation pursuant to Section 8(f) of the Management Agreement between RCC
      and RCM, together with all Proceeds thereof.

     

    Pro
      Rata Percentage— As to each Lender, the pro rata percentage set forth
      opposite such Lender's name on Schedule A hereto.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    Quarterly
      Compliance Certificate - Section 6.10.

     

    Regulation
      D— Regulation D of the Board of Governors of the Federal Reserve System,
      comprising Part 204 of Title 12, Code of Federal Regulations, as amended, and
      any successor thereto.


    Reimbursement
      Obligations— Collectively, Borrower's reimbursement obligation for any and
      all draws under Letters of Credit.

     

    REIT–
      a real estate investment trust managed by Borrower or a Subsidiary
      Guarantor.

     

    REIT
      Management Fees– At any time, the aggregate net present value of the
      management fees paid to RCM by RCC pursuant to that certain Management Agreement
      by and between RCM and RCC dated March 8, 2005 to which RCM is entitled pursuant
      to such Management Agreement; provided that Agent, on behalf of Lenders shall
      have a first priority perfected Lien in such fees.  Net present value,
      for the purpose of this definition, shall be calculated as
      follows:  the Management Fee Amount, discounted by (i.e. divided by)
      1.08 to the  power of "60", with "60" being the number of months in
      the discount period.

     

    Requirement
      of Law— As to any Person, each law, treaty, rule or regulation or
      determination of an arbitrator or a court or other Governmental Authority,
      in
      each case applicable to or binding upon such Person or any of its property
      or to
      which such Person or any of its property is subject.

     

    Revolving
      Credit— Section 2.1(a).

     

    Revolving
      Credit Loans— Section 2.1(a).

     

    Revolving
      Credit LIBOR Rate— The Adjusted LIBOR Rate plus two hundred twenty
      five (225) basis points.

     

    Revolving
      Credit Maturity Date—  May 23, 2012.

     

    Revolving
      Credit Notes— Those notes described in Section 2.1(b), as they may be
      amended, supplemented,  replaced or restated from time to
      time.

     

    Revolving
      Credit Pro Rata Share — As to any Lender, at any time, such Lender's Pro
      Rata Percentage of the outstanding balance of the Revolving Credit plus
      unreimbursed Letters of Credit and outstanding and undrawn Letters of
      Credit.

     

    Secured
      Parties— Collectively, Agent, Issuing Bank, Lenders and any Lender (or
      Affiliate of a Lender) that is a counterparty to any Interest Hedging
      Instrument, permitted under the Loan Agreement and any permitted successors
      and
      assigns.

     

    Securities
      Act— The Securities Act of 1933, as the same may be amended from time to
      time.

     

    Settlement
      Date— Section 2.5(b)(iii).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    Significant
      Default– A Default or Event of Default, which arises under Section 8.1(a),
      (b), (i), (j) or (k) hereof, the failure of Borrower to maintain the covenants
      required under Section 6.8 hereof or the breach of any covenant contained in
      Section 7 hereof.

     

    Sponsored
      CDO Equity Interests— Collectively, those certain equity interests in the
      Collateralized Debt Offerings set forth on Schedule “5.14(b)” attached hereto,
      as such Schedule may be amended, supplemented, replaced or restated from time
      to
      time and any other equity interests in Sponsored CDO Offerings (whether now
      existing or hereafter created or acquired).

     

    Sponsored
      CDO Offerings— A Collateralized Debt Offering structured by Borrower or
      Subsidiary Guarantor and for which Borrower or Subsidiary Guarantor acts as
      collateral manager pursuant to a Management Agreement.

     

    Sponsored
      CDO Pledge Agreement— Collectively, those certain collateral pledge
      agreements to be executed by Borrower and each Subsidiary Guarantor, as
      applicable, in favor of Agent, in form and substance satisfactory
      to Agent, on or before the Closing Date, and covering all of the Sponsored
      CDO
      Equity Interests and all other Capital Stock owned by Borrower and such
      Subsidiary Guarantor (other than Capital Stock of a Subsidiary
      Guarantor).

     

    Subordinated
      Debt— Unsecured Indebtedness of Borrower or a Subsidiary Guarantor subject
      to payment terms and subordination provisions acceptable to Agent in its sole
      discretion, or in connection with an offering of subordinated Indebtedness
      in
      the public markets, unsecured Indebtedness which has been subordinated (pursuant
      to the documents evidencing such unsecured Indebtedness) to the Obligations
      hereunder on terms and conditions customary in the market.

     

    Subsidiary—
      With respect to any Person at anytime, (i) any corporation more than fifty
      percent (50%) of the voting stock of which is legally and beneficially owned
      directly or indirectly by such Person or owned by a corporation more than fifty
      percent (50%) of the voting stock of which is legally and beneficially owned
      directly or indirectly by such Person (ii) any trust of which a majority of
      the
      beneficial interest is at such time owned directly or indirectly, beneficially
      or of record, by such Person or one or more Subsidiaries of such Person; and
      (iii) any partnership, joint venture, limited liability company or other entity
      of which ownership interests having ordinary voting power to elect a majority
      of
      the board of directors or other Persons performing similar functions are at
      such
      time owned directly or indirectly, beneficially or of record, by, or which
      is
      otherwise controlled directly, indirectly or through one or more intermediaries
      by, such Person or one or more Subsidiaries of such Person.

     

    Subsidiary
      Collateral Pledge Agreement— Collectively, those certain collateral pledge
      agreements to be executed by Borrower and the applicable Subsidiary Guarantors
      in favor of Agent, in form and substance satisfactory to Agent, on or before
      the
      Closing Date, and covering, at a minimum, all of the Capital Stock of each
      Subsidiary Guarantor that is engaged in the management of a Sponsored CDO
      Offering.

     

    Subsidiary
      Guarantor— Each Subsidiary of Borrower, other than an Excluded Subsidiary
      identified on Schedule C from time to time, that may hereafter guaranty, as
      surety, all of the Obligations.

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    Surety
      and Guaranty Agreement— Collectively, those certain surety and guaranty
      agreements to be executed by the Subsidiary Guarantors, each in favor of Agent,
      in form and substance satisfactory to Agent, on or prior to the Closing
      Date.

     

    Taxes—
      Section 2.16.

     

    Trapeza
      Management– Trapeza Capital Management, LLC, a Delaware limited liability
      company.

     

    Trapeza
      Management Agreements– Collectively, those certain management agreements
      identified on Schedule F attached hereto.

     

    Unused
      Line Fee– The fee determined by multiplying (a) the positive difference, if
      any, between (i) the Maximum Revolving Credit Amount and (ii) the average daily
      balance of the Advances under the Revolving Credit during such quarter by (b)
      the rate of one-quarter of one percent (.25%) per annum, based on the number
      of
      days in such quarter.

     

    UCC—
      The Uniform Commercial Code as adopted in the Commonwealth of Pennsylvania,
      as
      the same may be amended from time to time.

     

    Website
      Posting— Section 10.8.

     

    1.2           Other
      Capitalized Term:  All capitalized terms used without further
      definition herein shall have the respective meaning set forth in the
      UCC.

     

    1.3           Accounting
      Principles:  Where the character or amount of any asset or
      liability or item of income or expense is required to be determined or any
      consolidation or other accounting computation is required to be made for the
      purposes of this Agreement, this shall be done in accordance with GAAP as in
      effect on the Closing Date, to the
      extent applicable, except as otherwise expressly provided in this
      Agreement.  If there are any changes in GAAP after the Closing Date
      that would affect the computation of the financial covenants in Section 6.8,
      such changes shall only be followed, with respect to such financial covenants,
      from and after the date this Agreement shall have been amended to take into
      account any such changes.

     

    1.4           Construction:  No
      doctrine of construction of ambiguities in agreements or instruments against
      the
      interest of the party controlling the drafting shall apply to this Agreement
      or
      any other Loan Documents.

     

    SECTION
      2.  THE
      LOANS

     

    2.1           Revolving
      Credit - Description:

     

    (a)           i)           Subject
      to the terms and conditions of this Agreement, each Lender hereby severally
      establishes for the benefit of Borrower a revolving credit facility
      (collectively, the "Revolving Credit") which shall include Letters of Credit
      issued by Issuing Bank and cash Advances extended by Lenders to or for the
      benefit of Borrower from time to time hereunder ("Revolving Credit
      Loans").  The aggregate principal amount of all Revolving Credit
      Loans, unreimbursed Letters of Credit plus outstanding and undrawn Letters
      of
      Credit shall not, at any time, exceed the Borrowing Base.  Subject to
      such limitation, the outstanding balance of Revolving Credit Loans may


    
      
        
        

      

      
        14

        
          

        

      

      
        
        
fluctuate
        from time to time, to be reduced by repayments made by Borrower, to be increased
        by future Revolving Credit Loans which may be made by Lenders and, subject
        to
        the provisions of Sections 2.1(d) and 8 below, shall be due and payable on
        the
        Revolving Credit Maturity Date. If the aggregate principal amount of all
        Revolving Credit Loans, unreimbursed Letters of Credit plus outstanding and
        undrawn Letters of Credit at any time exceeds the Borrowing Base
        (“Overadvance’), Borrower shall within five (5) Business Days notice from Agent,
        repay the Overadvance in full.

    

     

    (ii)           Subject
      to the terms of this Agreement, each Lender severally agrees to lend to Borrower
      an amount equal to such Lender's Pro Rata Percentage of the cash Advance
      requested by Borrower.  The outstanding balance of Revolving Credit
      Loans, unreimbursed Letters of Credit plus outstanding and undrawn Letters
      of
      Credit of each Lender shall not exceed such Lender's respective Revolving Credit
      Pro Rata Share.

     

    (b)           At
      Closing, Borrower shall execute and deliver a promissory note to each Lender
      for
      such Lender's Pro Rata Percentage of the Maximum Revolving Credit Amount
      (collectively, as may be amended, supplemented, replaced or restated from time
      to time, the "Revolving Credit Notes").  Each Revolving Credit Note
      shall evidence Borrower's, absolute, unconditional obligation to repay such
      Lender for all outstanding Revolving Credit Loans, unreimbursed Letters of
      Credit plus outstanding and undrawn Letters of Credit owed to such Lender,
      with
      interest as herein and therein provided.  Each and every Advance under
      the Revolving Credit shall be deemed evidenced by the Revolving Credit Notes,
      which are deemed incorporated herein by reference and made a part
      hereof.

     

    (c)           Subject
      to Section 2.1(d), the term of the Revolving Credit shall expire on the
      Revolving Credit Maturity Date and on such date, unless having been sooner
      accelerated by Agent, all Revolving Credit Loans shall be due and payable in
      full (with any outstanding but undrawn Letters of Credit, cash collateralized
      to
      Agent's satisfaction), and after such date no further Advances shall be
      available from Lenders.

     

    (d)           Upon
      the occurrence of an Amortization Event, Borrower shall not request, and Lenders
      shall not make, any additional Revolving Credit Loans hereunder, and the
      aggregate principal amount of all Revolving Credit Loans outstanding as of
      the
      date of such Amortization Event shall  be repaid by Borrower in eight
      (8) consecutive quarterly installments, each in an amount equal to one-eighth
      (1/8th) of the outstanding balance of Revolving Credit Loans, commencing on
      the
      first day of the first calendar quarter immediately following the date of such
      Amortization Event; provided however, that the entire unpaid principal balance
      of all Revolving Credit Loans shall be due and payable in full on the Revolving
      Credit Maturity Date.

     

    2.2           Letters
      of Credit-Description:


    (a)           As
      part of the Revolving Credit and subject to its terms and conditions (including,
      without limitation, the Borrowing Base),  Issuing Bank shall, upon the
      written request of Borrower which request shall not be given less than five
      (5)
      days prior to the issuance date, on behalf of and for the benefit of all
      Lenders, make available the Letters of Credit; the outstanding face amount
      of
      which shall not exceed, at any time, in the aggregate, the L/C
      Sublimit.  Each Letter of Credit issued from time to time under the
      Revolving Credit which remains undrawn (and the amounts of draws on Letters
      of
      Credit prior to payment as hereinafter set forth) shall reduce dollar


     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        
for
        dollar, the amount available to be borrowed under the Revolving
        Credit.  Notwithstanding the foregoing, all Letters of Credit shall be
        in form and substance satisfactory to Issuing Bank and Agent.  No
        Letter of Credit shall have an expiry date later than (i) 365 days from the
        date
        of issuance or (ii) 10 days prior to the Revolving Credit Maturity
        Date.  Borrower shall execute and deliver to Issuing Bank all Letter
        of Credit Documents required by Issuing Bank for such purpose.  Each
        Letter of Credit shall comply with the Letter of Credit
        Documents.

    

     

    (b)           Immediately
      upon the issuance of any Letter of Credit, Issuing Bank is deemed to have
      granted to each other Lender, and each other Lender is hereby deemed to have
      acquired, an undivided participating interest (without recourse or warranty),
      in
      accordance with each such other Lender's respective Pro Rata Percentage, in
      all
      of Issuing Bank's rights and liabilities with respect to such Letter of
      Credit.  Each Lender shall be absolutely and unconditionally obligated
      without deduction or setoff of any kind, to Issuing Bank, according to its
      Pro
      Rata Percentage, to reimburse Issuing Bank on demand for any amount paid
      pursuant to any draws made at any time (including, without limitation, following
      the commencement of any bankruptcy, reorganization, receivership, liquidation
      or
      dissolution proceeding with respect to Borrower) under any Letter of
      Credit.

     

    (c)           In
      the event of any drawing under a Letter of Credit Issuing Bank will promptly
      notify Borrower and Agent.  Borrower shall, no later than 1:00 p.m.
      Eastern time on the Business Day such notice is given (if given prior to 11:00
      a.m. Eastern time on such Business Day) or on the next Business Day if such
      notice is given after 11:00 a.m. Eastern time, absolutely and unconditionally
      reimburse Issuing Bank without offset or deduction of any kind, for any draws
      made under a Letter of Credit.  Such reimbursement shall be made, at
      the sole option of Agent, by either a cash payment by Borrower or by Lenders
      automatically making or having deemed made (without further request or approval
      of Borrower or Lenders, and irrespective of any conditions precedent under
      Section 4.8), a cash Advance (which shall be made as a Base Rate Loan)
      under the Revolving Credit.  All cash Advances  made by
      Agent which constitute a reimbursement to Issuing Bank for a draw under a Letter
      of Credit shall be repaid to Agent by Lenders, without deduction or setoff
      of
      any kind, in accordance with Section 2.5(b)(iii).  All of Borrower's
      Reimbursement Obligations hereunder with respect to Letters of Credit shall
      apply unconditionally and absolutely to all Letters of Credit issued hereunder
      on behalf of Borrower.

     

    (d)           The
      obligation of Borrower to reimburse Issuing Bank for drawings made (or for
      cash
      Advances made to cover drawings made) under the Letters of Credit shall be
      unconditional and irrevocable and shall be paid strictly in accordance with
      the
      terms of this Agreement under all circumstances including, without limitation,
      the following circumstances:

     

    (i)           any
      lack of validity or enforceability of any Letter of Credit;

     

    (ii)           the
      existence of any claim, setoff, defense or other right that Borrower or any
      other Person may have at any time against a beneficiary or any transferee of
      any
      Letter of Credit (or any persons or entities for whom any such beneficiary
      or
      transferee may be acting), Agent, Issuing Bank, any Lender or any other Person,
      whether in connection with this Agreement, the transactions contemplated herein
      or any unrelated transaction;

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (iii)           any
      draft, demand, certificate or any other document presented under any Letter
      of
      Credit proving to be forged, fraudulent, invalid or insufficient in any respect
      or any statement therein being untrue or inaccurate in any
      respect;


    (iv)           payment
      by Issuing Bank under any Letter of Credit against presentation of a demand,
      draft or certificate or other document that does not comply with the terms
      of
      such Letter of Credit unless Issuing Bank shall have acted with willful
      misconduct or gross negligence in issuing such payment;

     

    (v)           any
      other circumstances or happening whatsoever that is similar to any of the
      foregoing; or

     

    (vi)           the
      fact that a Default or Event of Default shall have occurred and be
      continuing.

     

    Notwithstanding
      anything in this Agreement to the contrary, Borrower will not be liable for
      payment or performance with respect to a Letter of Credit that results from
      the
      gross negligence or willful misconduct of Issuing Bank, except (i) where
      Borrower actually recovers the proceeds for itself or Issuing Bank of any such
      payment made by Issuing Bank; or (ii) in cases where Agent makes payment to
      the
      named beneficiary of a Letter of Credit.

     

    (e)           If
      by reason of (i) any change after the Closing Date in any Requirement of Law
      or
      (ii) compliance by Issuing Bank or Lenders  with any direction,
      reasonable request or requirement (whether or not having the force of law)
      of
      any governmental or monetary authority including, without limitation, Regulation
      D:

     

    (i)           Issuing
      Bank or Lenders shall be subject to any tax or other levy or charge of any
      nature or to any variation thereof (except for changes in the rate of any tax
      on
      the net income of Issuing Bank or Lenders or its applicable lending office)
      or
      to any penalty with respect to the maintenance or fulfillment of its obligations
      under this Section 2.2, whether directly or by such being imposed on or suffered
      by Issuing Bank or Lenders;

     

    (ii)           any
      reserve, deposit or similar requirement is or shall be applicable, imposed
      or
      modified in respect of any Letter of Credit issued by Issuing Bank;
      or

     

    (iii)           there
      shall be imposed on Issuing Bank or any Lender any other condition regarding
      this Section 2.2 or any Letter of Credit; and the result of the foregoing is
      to
      directly or indirectly increase the cost to Issuing Bank or any Lender of
      issuing, creating, making or maintaining any Letter of Credit or to reduce
      the
      amount receivable in respect thereof by Issuing Bank or any Lender, then and
      in
      any such case, Issuing Bank shall, after the additional cost is incurred or
      the
      amount received is reduced, notify Borrower and Borrower shall pay on demand
      such amounts as may be necessary to compensate Issuing Bank or any Lender for
      such additional cost or reduced receipt, together with interest on such amount
      from the date demanded until payment in full thereof at a rate per annum equal
      at all times to the Adjusted Revolving Credit Base Rate.  A
      certificate signed by an officer of Issuing Bank or such Lender as to the amount
      of such increased cost or reduced receipt showing in reasonable detail the
      basis
      for the calculation thereof, submitted to Borrower by Issuing Bank or such
      Lender shall, except for manifest error and absent 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        
written
        notice from Borrower to Issuing Bank or such Lender within ten (10) days
        from
        submission, be final, conclusive and binding for all
        purposes.

    

     

    (f)           ii)           In
      addition to amounts payable as elsewhere provided in this Section 2.2, without
      duplication, Borrower hereby agrees to protect, indemnify, pay and save Agent,
      Issuing Bank and each Lender harmless from and against any and all claims,
      demands, liabilities, damages, losses, costs, charges and expenses (including
      reasonable attorneys' fees) which Agent, Issuing Bank and each Lender may incur
      or be subject to as a consequence, direct or indirect, of (a) the issuance
      of
      the Letters of Credit or (b) the failure of Issuing Bank to honor a drawing
      under any Letter of Credit as a result of any act or omission, whether rightful
      or wrongful, of any present or future de jure or de facto
      government or Governmental Authority (all such acts or omissions herein called
      "Government Acts") in each case except for claims, demands, liabilities,
      damages, losses, costs, charges and expenses arising solely from acts or conduct
      of Issuing Bank constituting gross negligence or willful
      misconduct.

     

    (ii)           As
      between Borrower and Issuing Bank, Borrower assumes all risks of the acts and
      omissions of or misuse of the Letters of Credit issued by Issuing Bank by the
      respective beneficiaries of such Letters of Credit.  In furtherance
      and not in limitation of the foregoing, unless caused by the gross negligence
      or
      willful misconduct of Issuing Bank, Issuing Bank shall not be responsible:
      (A)
      for the form, validity, sufficiency, accuracy,
      genuineness or legal effects of any document submitted by any party in
      connection with the application for and issuance if such Letters of Credit,
      even
      if it should in fact prove to be in any or all respects invalid, insufficient,
      inaccurate, fraudulent or forged; (B) for the validity or sufficiency of any
      instrument transferring or assigning or purporting to transfer or assign any
      such Letter of Credit or the rights or benefits there under or proceeds thereof,
      in whole or in part, that may prove to be invalid or ineffective for any reason;
      (C) for failure of the beneficiary of any such Letter of Credit to comply fully
      with conditions required in order to draw upon such Letter of Credit; (D) for
      errors, omissions, interruptions or delays in transmission or delivery of any
      messages, by mail, cable, telegraph, telex or otherwise, whether or not they
      are
      in cipher; (E) for errors in interpretation of technical terms; (F) for any
      loss
      or delay in the transmission of any document or required in order to make a
      drawing under such Letter of Credit or of the proceeds thereof; (G) for the
      misapplication by the beneficiary of any such Letter of Credit of the proceeds
      of any drawing under such Letter of Credit; and (H) for any consequences arising
      from causes beyond the control of Issuing Bank, including, without limitation,
      any Government Acts.  None of the above shall affect, impair or
      prevent the vesting of any of Issuing Bank's rights or powers
      hereunder.

     

    (iii)           In
      furtherance and extension and not in limitation of the specific provisions
      hereinabove set forth, any action taken or omitted by Issuing Bank in connection
      with the Letters of Credit issued by it or the related certificates, if taken
      or
      omitted in good faith, shall not create any liability on the part of Issuing
      Bank to Borrower.

     

    2.3           Reserved:

     

    2.4           Reserved:

     

    2.5           Advances,
      Conversions, Renewals and Payments:

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    (a)           (i)  Except
      to the extent otherwise set forth in this Agreement, (or in the case of an
      Interest Hedging Instrument under the applicable agreements) all payments of
      principal and of interest on the Revolving Credit, Reimbursement Obligations,
      the Unused Fee, the L/C Fees, Expenses, indemnification obligations and all
      other fees, charges and any other Obligations of Borrower hereunder, shall
      be
      made to Agent at its main banking office, 1701 Route 70 East, Cherry Hill,
      New
      Jersey 08034, in United States dollars, in immediately available
      funds.  Alternatively, Agent, on behalf of all Lenders, shall if
      Borrower has not made any payment on the due date of such payment, have the
      unconditional right and discretion (and Borrower hereby authorizes Agent) to
      make a cash Advance under the Revolving Credit to pay, and/or to charge
      Borrower's operating and/or deposit account(s) with Agent or any Lender for,
      all
      of Borrower's Obligations as they become due from time to time under this
      Agreement including without limitation, interest, principal, fees and
      reimbursement of Expenses.  Any payments received prior to 2:00 p.m.
      Eastern time on any Business Day shall be deemed received on such Business
      Day.  Any payments (including any payment in full of the Obligations),
      received after 2:00 p.m. Eastern time on any Business Day shall be deemed
      received on the immediately following Business Day.

     

    (ii)           Agent
      will have the right to collect and receive all payments of the Obligations,
      and
      to collect and receive all reimbursements for draws made under the Letters
      of
      Credit, together with all fees, charges or other amounts due under this
      Agreement and the Loan Documents and shall promptly distribute such payments
      to
      Lenders and Issuing Bank in accordance with the terms of Section 2.5 and
      2.12.

     

    (iii)           If
      any such payment received by Agent is rescinded, determined to be unenforceable
      or invalid or is otherwise required to be returned for any reason at any time,
      whether before or after termination of this Agreement and the Loan Documents,
      each Lender will, upon written notice from Agent, promptly pay over to Agent
      its
      Pro Rata Percentage of the amount so rescinded, held unenforceable or invalid
      or
      required to be returned, together with interest and other fees thereon if also
      required to be rescinded or returned.

     

    (iv)           All
      payments by Agent and Lenders to each other hereunder shall be in immediately
      available funds.  Agent will at all times maintain proper books of
      account and records reflecting the interest of each Lender in the Revolving
      Credit and the Letters of Credit, in a manner customary to Agent's keeping
      of
      such
      records, which books and records shall be available for inspection by each
      Lender at reasonable times during normal business hours, at such Lender's sole
      expense.  In the event that any Lender shall receive any payments
      (whether prior to or after the occurrence of an Event of Default) in reduction
      of the Obligations in an amount greater than its applicable Pro Rata Percentage
      in respect of indebtedness to Lenders evidenced hereby (including, without
      limitation amounts obtained by reason of setoffs), such Lender shall hold such
      excess intrust (to the extent such Lender is lawfully able to do
      so) for Agent (on behalf of all other Lenders) and shall promptly remit to
      Agent
      such excess amount so that the amounts received by each Lender hereunder shall
      at all times be in accordance with its applicable Pro Rata
      Percentage.  To the extent necessary for each Lender's actual
      percentage of all outstanding Loans to equal its applicable Pro Rata Percentage,
      the Lender having a greater share of any payment(s) than its applicable Pro
      Rata
      Percentage shall acquire a participation in the applicable outstanding balances
      of the Revolving Credit Pro Rata Shares of the other Lenders as determined
      by
      Agent.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    (b)           Cash
      Advances which may be made by Lenders from time to time under the Revolving
      Credit shall be made available for the use and benefit of Borrower by crediting
      such proceeds to Borrower's operating account with Agent as designated in the
      Advance Request.

     

    (i)           All
      cash Advances requested by Borrower under the Revolving Credit that are (a)
      LIBOR Rate Loans must be in the minimum amount of Five Hundred Thousand Dollars
      ($500,000) and integral multiples of One Hundred Thousand Dollars ($100,000)
      in
      excess thereof and (b) Base Rate Loans must be in the minimum amount of One
      Hundred Thousand Dollars ($100,000) and integral multiples of Fifty Thousand
      Dollars ($50,000) in excess thereof.  All cash Advances requested by
      Borrower under the Revolving Credit are to be in writing pursuant to a written
      request ("Advance Request") executed by an Authorized Officer in the form of
      Exhibit D attached hereto along with a Borrowing Base
      Certificate.  Requests for Base Rate Loans must be requested by 10:00
      A.M., Eastern time, on the date such Advance is to be made.  Requests
      for LIBOR Rate Loans must be requested three (3) Business Days in advance and
      must specify the amount of the LIBOR Rate Loan and the LIBOR Interest
      Period.  If no LIBOR Interest Period is specified, the LIBOR Interest
      Period shall be deemed to be a one month period.

     

    (ii)           (1)           Between
      each Settlement Date, Agent, in its capacity as a Lender, shall have the
      discretion (without any duty or obligation regardless of any prior practice
      or
      procedures) to make all cash Advances for the account and on behalf of each
      Lender in accordance with each Lender's Pro Rata
      Percentage.  Periodically but not less frequently than once every week
      on the same day of each week, unless such day is not a Business Day, in which
      event such determination shall be made the next Business Day ("Settlement
      Date"), Agent shall make a determination of the appropriate dollar amount of
      each Lender's Revolving Credit Loans based upon each such Lender's Pro Rata
      Percentage of all then outstanding Revolving Credit Loans, which amounts shall
      be calculated as of the close of the Business Day immediately preceding each
      respective Settlement Date.  Amounts of principal paid to Agent by
      Borrower from time to time, between Settlement Dates, shall be applied to the
      outstanding balance of Revolving Credit Loans made by Agent, as a Lender
      pursuant hereto, with the outstanding balance of Revolving Credit Loans made
      by
      each other Lender to be adjusted on the next Settlement
      Date.  Interest shall accrue and each Lender shall be entitled to
      receive interest at the applicable rate only on the actual outstanding dollar
      amount of its respective outstanding Revolving Credit Loans without regard
      to a
      prospective settlement.  On each Settlement Date, Agent shall then
      issue to each Lender a settlement schedule containing information with respect
      to the status of the Revolving Credit Loans and the relevant net positions
      of
      Lenders and the outstanding balances of their respective Revolving Credit Loans
      as of the close of the Business Day preceding such Settlement
      Date.  Each settlement schedule shall show the net amount then owing
      by each Lender to Agent or by Agent to each such Lender based upon the aggregate
      cash Advances made and payments received since the most recent Settlement Date
      and settlement among Lenders and Agent shall be made in accordance with the
      direction of Agent no later than 11:00 A.M. Eastern time, on each Settlement
      Date.  To the extent Agent is not reimbursed by any Lender on a
      Settlement Date in accordance with Agent's direction, Borrower shall immediately
      repay Agent on demand the amount of any reimbursement not so made by any
      Lender.  All Revolving Credit Loans made under this Section 2.5iii)(iii) shall be made
      as Base
      Rate Loans.

     

    B.           Each
      Lender is absolutely and unconditionally obligated without setoff or deduction
      of any kind, to remit to Agent on the Settlement Date any amount showing to
      be
      owing to Agent by such Lender on the settlement schedule for such
      date.  Agent shall 

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        
also
        be
        entitled to recover any and all actual losses
        and damages (including without limitation, reasonable attorneys' fees) from
        any
        party failing to remit payment on the Settlement Date in accordance with
        this
        Agreement.  Agent may set off the obligations of such party under this
        paragraph against any distributions or payments of the Obligations, which
        such
        party would otherwise make available at any time.

    

     

    (iv)           (1)           In
      lieu of the procedure set forth in the preceding subparagraph
      (iii),  Agent may provide Lenders with notice that Borrower has
      requested a Base Rate Loan, on the same Business Day as such request and request
      each Lender to provide Agent with such Lender's Pro Rata Percentage of such
      requested Base Rate Loan prior to Agent's making such Base Rate
      Loan.  Upon receipt of such notice from Agent prior to 11:00 A.M.
      Eastern time, each Lender shall remit to Agent its respective Pro Rata
      Percentage of such requested Base Rate Loan, prior to 2:00 P.M. Eastern time,
      on
      the Business Day Agent is scheduled to make such Base Rate Loan  in
      accordance with Section 2.5(b)(ii) hereof.   If notice is
      received after 11:00 A.M. Eastern time, each Lender shall remit its respective
      Pro Rata Percentage of the Base Rate Loan on the next Business Day.

     

    B.           In
      lieu of the procedure set forth in the preceding subparagraph
      (iii),  Agent may provide Lenders with notice that Borrower has
      requested a LIBOR Rate Loan, three (3) Business Days in advance of the requested
      LIBOR Rate Loan and request each Lender to provide Agent with such Lender's
      Pro
      Rata Percentage of such requested LIBOR Rate Loan prior to Agent's making such
      LIBOR Rate Loan.  Upon receipt of such notice from Agent, each Lender
      shall remit to Agent its respective Pro Rata Percentage of such requested LIBOR
      Rate Loan, prior to 2:00 P.M. Eastern time, on the Business Day Agent is
      scheduled to make such LIBOR Rate Loan  in accordance with Section
      2.5(b)(ii) hereof.

     

    C.           Neither
      Agent nor any other Lender shall be obligated, for any reason whatsoever, to
      remit or advance the share of any other Lender.  Agent shall not be
      required to make the full amount of the requested cash Advance unless and until
      it receives funds representing each other Lender's Pro Rata Percentage of such
      requested cash Advance, but Agent shall advance to Borrower that portion of
      the
      requested cash Advance equal to the Pro Rata Percentages of such requested
      cash
      Advance which it has received from Lenders.

     

    D.           If
      Agent does not receive each other Lender's Pro Rata Percentage of such requested
      cash Advance, and Agent elects, in its sole discretion, to make the requested
      cash Advance on behalf of Lenders or any of them, Agent shall be entitled to
      recover each Lender's Pro Rata Percentage of each cash Advance together with
      interest at a per annum rate equal to the Federal Funds Rate during the period
      commencing on the date such cash Advance is made and ending on (but excluding)
      the date Agent recovers such amount.  Each Lender is absolutely and
      unconditionally obligated, without deduction or setoff of any kind, to forward
      to Agent its Pro Rata Percentage of each cash Advance made pursuant to the
      terms
      of this Agreement.  To the extent Agent is not reimbursed by such
      Lender, Borrower shall repay Agent immediately on demand, such
      amount.  Agent shall also be entitled to recover any and all actual
      losses and damages (including, without limitation, reasonable attorneys' fees)
      from any Lender failing to so advance upon demand of Agent.  Agent may
      set off the obligations of a Lender under this paragraph against any
      distributions or payments of the Obligations, which Agent would otherwise make
      available to such Lender at any time.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    (v)           To
      the extent and during the time period in which any Lender fails to provide
      or
      delays providing its respective payment to Agent pursuant to clause (iii) or
      (iv) above, such Lender's percentage of all payments of the Obligations (but
      not
      the Pro Rata Percentage of future Advances required to be funded by such Lender)
      shall decrease to reflect the actual percentage which its actual outstanding
      Loans bears to the total outstanding Loans of all Lenders.  During the
      time period in which any Lender fails to provide or delays providing its
      respective payment to Agent pursuant to clause (iii) or (iv) above, such Lender
      shall not be entitled to give instructions to Agent or to approve, disapprove,
      consent to or vote on any matters relating to this Agreement and the other
      Loan
      Documents.  All amendments, waivers and other modifications of this
      Agreement and the Loan Documents may be made without regard to such Lender
      and,
      for purposes of the definition of Majority Lenders, such Lender shall be deemed
      not to be a Lender.

     

    2.6           Interest:


                  
      (a)           The unpaid
      principal balance of cash Advances under the Revolving Credit shall bear
      interest, subject to the terms hereof at a per annum rate equal to, at
      Borrower's option, the Adjusted Revolving Credit Base Rate or Revolving Credit
      LIBOR Rate.

     

    (b)           Changes
      in the interest rate applicable to Base Rate Loans shall become effective on
      the
      same day that there is a change in the Base Rate.

     

    (c)           Interest
      on Base Rate Loans shall be payable monthly, in arrears, on the first day of
      each month, beginning on the first day of the first full calendar month after
      the Closing Date, and on the Revolving Credit Maturity Date.  Interest
      on LIBOR Rate Loans shall be payable on the last day of the LIBOR Interest
      Period or, in the case of a LIBOR Interest Period which is six months, at the
      end of the three month period, and on the Revolving Credit Maturity
      Date.

     

    (d)           Borrower
      may, in the case of Revolving Credit Loans, elect from time to time to convert
      Base Rate Loans to LIBOR Rate Loans, by delivering a Notice of
      Conversion/Extension to Agent at least three (3) Business Days prior to the
      proposed date of conversion.  In addition, Borrower may elect from
      time to time to convert all or any portion of a LIBOR Rate Loan to a Base Rate
      Loan by giving Agent irrevocable written notice thereof by 12:00 noon one (1)
      Business Day prior to the proposed date of conversion.  LIBOR Rate
      Loans may only be converted to Base Rate Loans on the last day of the applicable
      LIBOR Interest Period.  If the date upon which a LIBOR Rate Loan is to
      be converted to a Base Rate Loan is not a Business Day, then such conversion
      shall be made on the next succeeding Business Day and during the period from
      such last day of a LIBOR Interest Period to such succeeding Business Day such
      Loan shall bear interest as if it were a Base Rate Loan.  All or any
      part of outstanding Base Rate Loans may be converted as provided herein;
      provided that unless Majority Lenders otherwise consent thereto, no Loan may
      be
      converted into a LIBOR Rate Loan when any Event of Default has occurred and
      is
      continuing.

     

    (e)           Borrower
      may continue any LIBOR Rate Loans upon the expiration of a LIBOR Interest Period
      with respect thereto by delivering a Notice of Conversion/Extension to Agent
      at
      least three (3) Business Days prior to the proposed date of extension; provided
      that, unless Majority Lenders otherwise consent thereto, no LIBOR Rate Loan
      may
      be continued as such when any Event of Default has occurred and is continuing,
      in which case such Loan shall be automatically converted to a Base Rate Loan
      at
      the end of the applicable LIBOR Interest Period with respect
      thereto.  If Borrower shall fail to give timely notice of an election
      to continue a LIBOR Rate Loan, 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    or
      the
      continuation of LIBOR Rate Loans is not permitted hereunder, each such LIBOR
      Rate Loan shall be automatically converted to a Base Rate Loan at the end of
      the
      applicable LIBOR Interest Period with respect thereto.

     

    (f)           Borrower
      may not have more than five (5) LIBOR Rate Loans outstanding at any
      time.

     

    2.7           Additional
      Interest Provisions:

     

    (a)           Interest
      on the Loans shall be based on a three hundred sixty (360) day year and charged
      for the actual number of days elapsed.

     

    (b)           After
      the occurrence and during the continuance of an Event of Default hereunder,
      Agent may, and shall at the direction of the Majority Lenders, increase the
      per
      annum effective rate of interest on all Loans, including amounts drawn and
      not
      yet reimbursed under Letters of Credit, to a rate equal to three hundred (300)
      basis points in excess of the applicable interest rate ("Default
      Rate").  Borrower agrees that the Default Rate is a reasonable
      estimate of Lenders’ damages and is not a penalty.

     

    (c)           Borrower
      shall not request and Lenders shall not make any LIBOR Rate Loans while an
      Event
      of Default exists.


    (d)           All
      contractual rates of interest chargeable on outstanding Loans, shall continue
      to
      accrue and be paid even after a Default or Event of Default, maturity,
      acceleration, judgment, bankruptcy, insolvency proceedings of any kind or the
      happening of any event or occurrence similar or dissimilar.

     

    (e)           In
      no contingency or event whatsoever shall the aggregate of all amounts deemed
      interest hereunder and charged or collected pursuant to the terms of this
      Agreement exceed the highest rate permissible under any law which a court of
      competent jurisdiction shall, in a final determination, deem applicable
      hereto.  In the event that such court determines Lenders have charged
      or received interest hereunder in excess of the highest applicable rate, Agent,
      on behalf of Lenders, shall in its sole discretion, apply and set off such
      excess interest received by Lenders against other Obligations due or to become
      due and such rate shall automatically be reduced to the maximum rate permitted
      by such law.

     

    2.8           Fees:

     

    (a)           Borrower
      shall pay to Agent all fees required to be paid to Agent pursuant to, and in
      accordance with, the terms of the Fee Letter.

     

    (b)           iv)           Borrower
      shall pay to Agent, for the benefit of Lenders in accordance with their Pro
      Rata
      Percentage, letter of credit fees at a per annum rate equal to two and one
      quarter percent (2.25%) of the average daily maximum amount available to be
      drawn under each Letter of Credit on the first day of each calendar quarter
      in
      arrears.  Such fees are the "L/C Fees".

     

    (ii)           Borrower
      shall also pay to Issuing Bank for the account of Issuing Bank all of Issuing
      Bank's standard charges (including without limitation all cable and wire
      transfer charges) for the account of Issuing Bank for the issuance, amendment,
      negotiation/payment, 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    extension
      and cancellation of each such Letter of Credit.  In addition, Borrower
      shall pay to Issuing Bank for Issuing Bank's own account an additional fronting
      fee equal to one quarter of one percent (0.25%) per annum ("Fronting Fee")
      on
      the average daily maximum amount available to be drawn under each Letter of
      Credit on the first day of each calendar quarter in arrears.

     

    (c)           Borrower
      shall unconditionally pay to Agent, for the benefit of Lenders in accordance
      with their Pro Rata Percentage, the Unused Line Fee, which shall be due and
      payable quarterly in arrears on the first day of each calendar quarter after
      the
      Closing Date, and on the Revolving Credit Maturity Date.

     

    (d)           Borrower
      shall unconditionally pay to Agent, for the benefit of Lenders, a late charge
      equal to five percent (5%) of any and all payments of principal or interest
      on
      the Loans that are not paid within fifteen (15) days of the due
      date.  The late charge may only be implemented on  a per
      payment basis.  Such late charge shall be due and payable regardless
      of whether Agent has accelerated the Obligations.  Borrower agrees
      that the late fees payable to Lenders are a reasonable estimate of Lenders’
damages and not a penalty.

     

    (e)           All
      fees provided for in this Section 2.8 shall be based on a three hundred sixty
      (360) day year and charged for the actual number of days elapsed and shall
      be
      deemed fully-earned and non-refundable when paid.

     

    2.9           Prepayments:

     

    (a)           Borrower
      may, upon three (3) Business Days prior notice, voluntarily prepay the Revolving
      Credit Loans in whole or in part (but in no event may such prepayment be less
      than One Million Dollars ($1,000,000)) at any time or from time to time;
      provided that, any prepayment of a LIBOR Rate Loan shall be subject to Section
      2.10.  Any prepayment shall be accompanied by all accrued and unpaid
      interest.

     

    (b)           Borrower
      may, upon five (5) Business Days prior notice, permanently reduce the Maximum
      Revolving Credit Amount; provided that, any such reduction shall be in a minimum
      amount of One Million Dollars ($1,000,000) and integral multiples of not less
      than Five Hundred Thousand Dollars ($500,000).


    2.10           Funding
      Indemnity:  Borrower shall indemnify each Lender, and hold each
      Lender harmless from any loss, damages, liability, or expense which such Lender
      may sustain or incur (other than through such Lender's gross negligence or
      willful misconduct) as a consequence of (a) default by Borrower in making a
      borrowing of, conversion into, or extension of, LIBOR Rate Loans after Borrower
      has given a notice requesting the same in accordance with the provisions of
      this
      Agreement, (b) default by Borrower in making any prepayment of a LIBOR Rate
      Loan
      after Borrower has given a notice thereof in accordance with the provisions
      of
      this Agreement, or (c) the making of a prepayment of LIBOR Rate Loans on a
      day which is not the last day of a LIBOR Interest Period with respect
      thereto.  With respect to LIBOR Rate Loans, such indemnification shall
      equal the excess, if any, of (i) the amount of interest which would have
      accrued on the amount so prepaid, or not so borrowed, converted, or extended,
      for the period from the date of such prepayment, or of such failure to borrow,
      convert, or extend to the last day of the applicable LIBOR Interest Period
      (or
      in the case of a failure to borrow, convert, or extend, the LIBOR Interest
      Period that would have commenced on the date of such failure) in each case
      at
      the applicable rate of 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        
interest
        for such LIBOR Rate Loans provided for herein over (ii) the amount of
        interest (as reasonably determined by Agent) which would have accrued to
        such
        Lender on such amount by placing such amount on deposit for a comparable
        period
        with leading banks in the interbank Eurodollar market. This covenant shall
        survive the termination of this Agreement, and the payment of the
        Obligations.

    

     

    2.11           Use
      of Proceeds:  The extensions of credit under and proceeds of the
      Revolving Credit shall be used to refinance certain existing Indebtedness of
      Borrower, to pay the fees and expenses related hereto as well as for working
      capital and general corporate purposes, including funding equity investments
      in
      Sponsored CDO Offerings as well as other Borrower or Subsidiary Guarantor
      sponsored vehicles and for interim credit enhancement for warehouse
      lines.

     

    2.12           Pro
      Rata Treatment and Payments:

     

    (a)           Each
      borrowing of Revolving Loans shall be made pro rata according to the
      respective Pro Rata Percentages of Lenders.  Unless otherwise required
      by the terms of this Agreement, each payment under this Agreement, or any Note,
      shall be applied first, to any fees then due and owing by Borrower
      pursuant to Section 2.8; second, to interest then due and owing hereunder
      and under the Notes; third, to principal then due and owing hereunder and
      under the Notes; and fourth, to cash collateralize the Reimbursement
      Obligations.  Each payment on account of any fees pursuant to Section
      2.8 shall be made pro rata in accordance with the respective amounts
      due and owing (except as to the Fronting Fees expressly owing to Issuing Bank,
      and any fees owing pursuant to the Fee Letter to Agent).  Each payment
      (other than prepayments) by Borrower on account of principal of, and interest
      on, the Revolving Loans shall be applied to such Loans, as applicable, on a
      pro rata basis in accordance with the terms hereof.  Each
      optional prepayment on account of principal of the Loans shall be applied in
      accordance with Section 2.9(a).  All payments (including prepayments)
      to be made by Borrower on account of principal, interest, Expenses and fees
      shall be made without defense, set-off, or counterclaim.  Agent shall
      distribute such payments to Lenders entitled thereto, on a pro rata
      basis promptly upon receipt, in the like funds as received.  If any
      payment hereunder (other than payments on the LIBOR Rate Loans) becomes due
      and
      payable on a day other than a Business Day, such payment shall be extended
      to
      the next succeeding Business Day, and with respect to payments of principal,
      interest thereon shall be payable at the then applicable rate during such
      extension.

     

    (b)           Notwithstanding
      any other provisions of this Agreement to the contrary, after the exercise
      of
      remedies (other than the invocation of the Default Rate) by Agent or Lenders,
      pursuant to Section 8.3, or after the Revolving Credit shall automatically
      terminate, and the Loans (with accrued interest thereon), and all other amounts
      under the Loan Documents (including without limitation, the maximum amount
      of
      all contingent liabilities under Letters of Credit), shall automatically become
      due and payable in accordance with the terms hereof, all amounts collected
      or
      received by Agent, or any Lender, on account of the Obligations, or any other
      amounts outstanding under any of the Loan Documents, or with respect to the
      Collateral, shall be paid over or delivered as follows (irrespective
      of whether the following costs, expenses, fees, interest, premiums, scheduled
      periodic payments, or Obligations are allowed, permitted, or recognized as
      a
      claim in any proceeding resulting from the commencement of any bankruptcy,
      insolvency, or similar proceeding):

     

    FIRST,
      to
      all Expenses (including without limitation, reasonable attorneys' fees) of
      Agent
      in connection with enforcing the rights of Lenders under the Loan Documents,
      and
      any protective advances made by Agent with respect to the Collateral under
      or
      pursuant to the terms of the Loan Documents;

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    SECOND,
      to any fees owed to Agent, and payable or reimbursable hereunder or under the
      Fee Letter;

     

    THIRD,
      to
      all reasonable out-of-pocket  costs and expenses (including without
      limitation, reasonable attorneys' fees) of each Lender in connection with
      enforcing its rights under the Loan Documents, or otherwise with respect to
      the
      Obligations owing to such Lender, as required by Section 10.4.

     

    FOURTH,
      to all of the Obligations consisting of accrued fees and interest, and including
      with respect to any Interest Hedging Agreement, any fees, premiums, and
      scheduled periodic payments due under such Interest Hedging Agreement, and
      any
      interest accrued thereon;

     

    FIFTH,
      to
      the outstanding principal amount of the Obligations, and the payment or cash
      collateralization of the outstanding Reimbursement Obligations, and issued
      but
      undrawn amount of outstanding Letters of Credit, and including with respect
      to
      any Interest Hedging Agreement, any breakage, termination, or other payments
      due
      under such Interest Hedging Agreement, and any interest accrued
      thereon;

     

    SIXTH,
      to
      the other Obligations, and other obligations which shall be become due and
      payable under the Loan Documents, or otherwise, and not repaid pursuant to
      clauses "FIRST" through "FIFTH" above; and

     

    SEVENTH,
      to the surplus, if any, to Borrower, or whomever may be lawfully entitled to
      receive such surplus.

     

    In
      carrying out the foregoing, (i) amounts received shall be applied in numerical
      order provided until exhausted prior to application to the next succeeding
      category; (ii) each Lender shall receive an amount equal to its Pro Rata
      Percentage of amounts available to be applied pursuant to clauses "THIRD,"
      "FOURTH," "FIFTH," and "SIXTH" above; and (iii) to the extent that any amount
      available for distribution pursuant to clause "FIFTH" above, are attributable
      to
      the issued but undrawn amount of outstanding Letters of Credit, such amounts
      shall be held by Agent in a cash collateral account and applied (A) first,
      to
      reimburse Issuing Bank from time to time, for any drawings under such Letters
      of
      Credit; and (B) then, following the expiration of all Letters of Credit, to
      all
      other obligations of the types described in clauses "FIFTH," and "SIXTH" above
      in the manner provided in this Section 2.12.  Notwithstanding the
      foregoing terms of this Section 2.12, only Collateral proceeds, and payments
      under the Surety and Guaranty Agreements (as opposed to ordinary course
      principal, interest, and fee payments hereunder) shall be applied to obligations
      under any Interest Hedging Agreement.

     

    2.13           Inability
      to Determine Interest Rate:

     

    Notwithstanding
      any other provision of this Agreement, if (i) Agent shall reasonably determine
      (which determination shall be conclusive and binding absent manifest error)
      that, by reason of circumstances affecting the relevant market, reasonable
      and
      adequate means do not exist 

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        
for
        ascertaining the Adjusted LIBOR Rate for a LIBOR Interest Period, or (ii)
        the
        Majority Lenders shall reasonably determine (which determination shall be
        conclusive and binding absent manifest error) that the Adjusted LIBOR Rate
        does
        not adequately and fairly reflect the cost to such Lenders of funding LIBOR
        Rate
        Loans that Borrower has requested be outstanding as a LIBOR Rate Loan during
        a
        LIBOR Interest Period, Agent shall forthwith give telephone notice of such
        determination, confirmed in writing, to Borrower,
        and Lenders at least two (2) Business Days prior to the first day of such
        LIBOR
        Interest Period. Unless Borrower shall have notified Agent upon receipt of
        such
        telephone notice that it wishes to rescind or modify its request regarding
        such
        LIBOR Rate Loans, any Loans that were requested to be made as LIBOR Rate
        Loan
        shall be made as Base Rate Loans and any Loans that were requested to be
        converted into or continued as LIBOR Rate Loans shall remain as or be converted
        into Base Rate Loans. Until any such notice has been withdrawn by Agent,
        no
        further Loans shall be made as, continued as, or converted into, LIBOR Rate
        Loans for the LIBOR Interest Periods so affected.

    

     

    2.14           Illegality:

     

    Notwithstanding
      any other provision of this Agreement, if the adoption of or any change in
      any
      Requirement of Law or in the interpretation or application thereof to any Lender
      by the relevant Governmental Authority shall make it unlawful for such Lender
      to
      make or maintain LIBOR Rate Loans as contemplated by this Agreement, or to
      obtain in the interbank Eurodollar market, the funds with which to make such
      Loans, (a) such Lender shall promptly notify Agent and Borrower thereof, (b)
      the
      commitment of such Lender hereunder to make LIBOR Rate Loans or continue LIBOR
      Rate Loans as such shall forthwith be suspended until Agent shall give notice
      that the condition or situation which gave rise to the suspension shall no
      longer exist, and (c) such Lender's Loans then outstanding as LIBOR Rate Loans,
      if any, shall be converted on the last day of the LIBOR Interest Period for
      such
      Loans, or within such earlier period as required by law as Base Rate
      Loans.  Borrower hereby agrees promptly to pay any Lender, upon its
      demand, any additional amounts necessary to compensate such Lender for actual
      and direct costs (but not including anticipated profits) reasonably incurred
      by
      such Lender in connection with any repayment in accordance with this Section
      2.14, including but not limited to, any interest or fees payable by such Lender
      to lenders of funds obtained by it in order to make or maintain its LIBOR Rate
      Loans hereunder. A certificate as to any additional amounts payable pursuant
      to
      this Section 2.14 submitted by such Lender, through Agent to Borrower shall
      be
      presumptive evidence of such amounts owing.  Each Lender agrees to use
      reasonable efforts to avoid or to minimize any amounts which may otherwise
      be
      payable pursuant to this Section 2.14; provided however, that such efforts
      shall
      not cause the imposition on such Lender of any additional costs or legal or
      regulatory burdens deemed by such Lender in its reasonable discretion to be
      material.

     

    2.15           Requirements
      of Law:

     

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

     

    (i)           shall
      subject such Lender to any tax of any kind whatsoever with respect to any Letter
      of Credit, or any application relating thereto, any LIBOR Rate Loan made by
      it,
      or change the basis of taxation of payments to such Lender in respect thereof
      (except for changes in the rate of tax on the overall net income of such
      Lender).

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    (ii)           shall
      impose, modify, or hold applicable, any reserve, special deposit, compulsory
      loan, or similar requirement against assets held by, deposits or other
      liabilities in, or for the account of, advances, loans, or other extension
      of
      credit (including participations therein) by, or any other acquisition of funds
      by, any office of such Lender which is not otherwise included in the
      determination of the LIBOR Rate hereunder; or

     

    (iii)           shall
      impose on such Lender any other condition;

     

    and
      the
      result of any of the foregoing is to materially increase the cost to such Lender
      of making or maintaining LIBOR Rate Loans, or the Letters of Credit, or the
      participation interest therein, or to reduce any amount receivable hereunder,
      or
      under any Note, then, in any such case, Borrower shall promptly pay such Lender,
      upon its demand, any additional amounts necessary to compensate such Lender
      for
      such additional costs or reduced amount receivable which such Lender reasonably
      deems to be material as determined by such Lender, with respect to its LIBOR
      Rate Loans or Letters of Credit.  A certificate as to any additional
      amounts payable pursuant to the Section 2.15 submitted by such Lender, through
      Agent, to Borrower shall be presumptive evidence of such amounts
      owing.  Each Lender agrees
      to
      use reasonable efforts to avoid, or to minimize, any amounts which might
      otherwise be payable pursuant to this paragraph of this Section 2.15; provided
      however, that such efforts shall not cause the imposition on such Lender of
      any
      additional costs or legal regulatory burdens deemed by such Lender in good
      faith
      to be material.

     

    (b)           If
      any Lender shall have reasonably determined that the adoption of, or any change
      in, any Requirement of Law regarding capital adequacy, or in the interpretation
      or application thereof, or compliance by such Lender, or any corporation
      controlling such Lender, with any request or directive regarding capital
      adequacy (whether or not having the force of law) from any central bank or
      Governmental Authority made subsequent to the date hereof, does or shall have
      the effect of reducing the rate of return on such Lender's or such corporation's
      capital as a consequence of its obligations hereunder to a level below that
      which such Lender or such corporation could have achieved, but for such
      adoption, change, or compliance (taking into consideration such Lender's or
      such
      corporation's policies with respect to capital adequacy) by an amount reasonably
      deemed by such Lender to be material, then from time to time, within fifteen
      (15) days after such demand by such Lender, Borrower shall pay to such Lender
      such additional amount as shall be certified by such Lender as being required
      to
      compensate it for such reduction; provided that Borrower shall not be obligated
      for any amounts which may be payable as a result of changes occurring more
      than
      one hundred eighty (180) days prior to the date Agent notifies Borrower of
      such
      changes.  Such a certificate as to any additional amounts payable
      under this Section 2.15 submitted by a Lender (which certificate shall include
      a
      description of the basis for the computation), through Agent, to Borrower shall
      be presumptive evidence of such amounts owing.

     

    (c)           The
      agreements in this Section 2.15 shall survive the termination of this Agreement
      and payment of the Obligations.

     

    2.16           Taxes:

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    (a)           All
      payments made by Borrower hereunder or under any Note shall be, except as
      provided in Section 2.16(b), made free and clear of, and without deduction
      or
      withholding for, any present or future taxes, levies, imposts, duties, fees,
      assessments or other charges of whatever nature now or hereafter imposed by
      any
      Governmental Authority or by any political subdivision or taxing authority
      thereof or therein with respect to such payments (but excluding any tax imposed
      on or measured by the net income or profits of a Lender (including franchise
      taxes imposed in lieu thereof) pursuant to the laws of the jurisdiction in
      which
      Agent or such Lender, as the case may be, is organized or the jurisdiction
      in
      which the principal office or applicable lending office of Agent or such Lender
      is located or any subdivision thereof or therein and any branch profit taxes
      imposed by the United States or any similar tax imposed by any jurisdiction
      described above) and all interest, penalties or similar liabilities with respect
      thereto (all such non-excluded taxes, levies, imposts, duties, fees, assessments
      or other charges being referred to collectively as "Taxes"). If any Taxes are
      so
      levied or imposed, except as provided in Section 2.16(b), Borrower agrees to
      pay
      the full amount of such Taxes, and such additional amounts as may be necessary
      so that every payment of all amounts due under this Agreement or under any
      Note,
      after withholding or deduction for or on account of any Taxes, will not be
      less
      than the amount provided for herein or in such Note. Borrower will furnish
      to
      Agent as soon as practicable after the date the payment of any Taxes is due
      pursuant to applicable law certified copies (to the extent reasonably available
      and required by law) of tax receipts evidencing such payment by Borrower, except
      as provided in Section 2.16(b), Borrower agrees to indemnify and hold harmless
      each Lender, and reimburse such Lender upon its written request, for the amount
      of any Taxes so levied or imposed and paid by such Lender.

     

    (b)           Each
      Lender that is not a United States person (as such term is defined in Section
      770 l(a)(30) of the Code) (each, a "Foreign Lender") agrees to deliver to
      Borrower and Agent on or prior to the Closing Date, or in the case of a Lender
      that is an assignee or transferee of an interest under this Agreement pursuant
      to Section 10.12 (unless the respective Lender was already a Lender
      hereunder immediately prior to such assignment or transfer), on the date of
      such
      assignment or transfer to such Lender, (i) if such Lender is a "bank" within
      the
      meaning of Section 881(c)(3)(a) of the Code, two accurate and complete original
      signed copies of Internal Revenue Service Form W-8BEN, W-8ECI or W-81MY, with
      appropriate attachments (or successor forms), certifying such Lender's
      entitlement to a complete exemption from United States withholding tax with
      respect to payments to be made under this Agreement and under any Note, or
      (ii)
      if such Lender is not a "bank" within the meaning of Section 88l(c)(3)(a) of
      the
      Code, Internal Revenue Service Form W-8BEN, W-8ECI or W-8IMY with appropriate
      attachments
      as set forth in clause (i) above, or (x) a certificate in form and substance
      satisfactory to Agent, and (y) two accurate and complete original signed copies
      of Internal Revenue Service Form W-8BEN (or successor form) certifying such
      Lender's entitlement to an exemption from United States withholding tax with
      respect to payments of interest to be made under this Agreement and under any
      Note. In addition, each Lender agrees that it will deliver updated versions
      of
      the foregoing, as applicable, whenever the previous certification has become
      inaccurate in any material respect, together with such other forms as may be
      required in order to confirm or establish the entitlement of such Lender to
      a
      continued exemption from or reduction in United States withholding tax with
      respect to payments under this Agreement and any Note. Notwithstanding anything
      to the contrary contained in Sections 2.15(a) and 2.16(a), but subject to the
      immediately succeeding sentence, (x) Borrower shall be entitled, to the extent
      it is required to do so by law, to deduct or withhold Taxes imposed by the
      United States (or any political subdivision or taxing authority thereof or
      therein) from interest, fees or other amounts payable hereunder for the account
      of any Lender, to the extent that such Lender has not provided to Borrower,
      IRS
      Forms that establish a complete exemption from such deduction or 

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        
withholding,
        and (y) Borrower shall not be obligated pursuant to Sections 2.15(a) and
        2.16(a)
        hereof to gross-up payments to be made to a Lender in respect of Taxes imposed
        by the United States or to indemnify such Lender for any withholding Taxes
        imposed by the United States if (I) such Lender has not provided to Borrower
        the
        IRS Forms required to be provided to Borrower pursuant to this Section or
        (II)
        in the case of a payment, other than interest, to a Lender described in clause
        (ii) above, to the extent that such Forms do not establish a complete exemption
        from withholding of such Taxes.  Notwithstanding anything to the
        contrary contained in the preceding sentence or elsewhere in this Section,
        Borrower agrees to pay additional amounts and to indemnify each Lender in
        the
        manner set forth in Sections 2.15(a) and 2.16(a) (without regard to the identity
        of the jurisdiction requiring the deduction or withholding) in respect of
        any
        amounts deducted or withheld by it as described in the immediately preceding
        sentence as a result of any changes after the Closing Date in any applicable
        law, treaty, governmental rule, regulation, guideline or order, or in the
        interpretation thereof, relating to the deducting or withholding of
        Taxes.

    

     

    (c)           Each
      Lender agrees to use reasonable efforts to avoid or to minimize any amounts
      which might otherwise be payable pursuant to this Section 2.16; provided
      however, that such efforts shall not cause the imposition on such Lender of
      any
      additional costs or legal or regulatory burdens deemed by such Lender in its
      sole discretion to be material.

     

    (d)           If
      Borrower pays any additional amount pursuant to this Section 2.16, with respect
      to a Lender, such Lender shall use reasonable efforts to obtain a refund of
      tax
      or credit against its tax liabilities on account of such payment; provided
      that,
      such Lender shall have no obligation to use such reasonable efforts if either
      (i) it is in an excess foreign tax credit position or (ii) it believes in good
      faith, in its sole discretion, that claiming a refund or credit would cause
      materially adverse tax consequences to it. In the event that such Lender
      receives such a refund or credit, such Lender shall pay to Borrower an amount
      that such Lender reasonably determines is equal to the net tax benefit obtained
      by such Lender as a result of such payment by Borrower. In the event that no
      refund or credit is obtained with respect to Borrower' payments to such Lender
      pursuant to this Section, then such Lender shall upon request provide a
      certification that such Lender has not received a refund or credit for such
      payments. Nothing contained in this Section shall require a Lender to disclose
      or detail the basis of its calculation of the amount of any tax benefit or
      any
      other amount or the basis of its determination referred to in the proviso to
      the
      first sentence of this Section 2.16 to Borrower or any other party.

     

    (e)           The
      agreements in this Section shall survive the termination of this Agreement
      and
      the payment of the  Obligations.

     

    2.17           Replacement
      of Lenders:

     

    (a)           Borrower
      shall be permitted to replace any Lender that (i) requests (or requests on
      behalf of a participant) reimbursement for amounts owing, or payment of any
      amount required, pursuant to Sections 2.14, 2.15, or 2.16; or (ii) defaults
      in
      its obligation to make Loans hereunder, with a replacement financial
      institution; provided that, (A) such replacement does not conflict with any
      Requirement of Law, (B) no Event of Default shall have occurred and be
      continuing at the time of such replacement, (C) prior to any such replacement,
      such Lender shall have taken no action so as to eliminate the continued need
      for
      payment of amounts owing pursuant to Sections 2.14, 2.15, or 2.16; (D) the
      replacement financial institution shall purchase, at par, all Loans and other
      amounts owing
      to
      such replaced Lender on or prior to the date of replacement, (E) 

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        
Borrower
        shall be liable to such replaced Lender under Section 2.10 if any LIBOR Rate
        Loan owing to such replaced Lender shall be purchased other than on the last
        day
        of the LIBOR Interest Period relating thereto, (F) the replacement financial
        institution, if not already a Lender, shall be reasonably satisfactory to
        Agent
        and Borrower (such approvals not to be unreasonably withheld), (G) the replaced
        Lender shall be obligated to make such replacement in accordance with the
        provisions of Section 10.12 (provided that, Borrower shall be obligated to
        pay the registration and processing fee referred to therein), (H) until such
        time as such replacement shall be effective, Borrower shall pay all additional
        amounts (if any) required pursuant to Sections 2.14, 2.15, or 2.16, as the
        case
        may be, and (I) any such replacement shall not be deemed to be a waiver of
        any
        rights that Borrower, Agent or any other Lender shall have against the replaced
        Lender. It is understood and agreed that if any Lender replaced hereunder
        fails
        to execute an Assignment Agreement, it shall be deemed to have entered into
        such
        Assignment Agreement and such Assignment Agreement shall be effective as
        against
        such Lender.

    

     

    (b)           In
      the event that Borrower requests but does not obtain the consent required by
      Section 10.11 for any amendment, waiver or consent requiring the consent of
      all Lenders, then, so long as Borrower has received consent to such extension
      from the Majority Lenders, Borrower shall be permitted to replace all (but
      not
      less than all) non-consenting Lenders with one or more replacement financial
      institutions; provided that, (i) such replacement does not conflict with any
      Requirement of Law, (ii) each replacement financial institution shall purchase,
      at par, all Loans and other amounts owing to such replaced Lender on or prior
      to
      the date of replacement, (iii) Borrower shall be liable to such replaced Lender
      under Section 2.10 if any LIBOR Rate Loan owing to such replaced Lender shall
      be
      purchased other than on the last day of the LIBOR Interest Period relating
      thereto, (iv) each replacement financial institution, if not already a Lender,
      shall be reasonably satisfactory to Agent and Borrower (such approvals not
      to be
      unreasonably withheld), and (v) the replaced Lender shall be
      obligated to make such replacement in accordance with the provisions of
      Section 10.12 (provided that, Borrower shall be obligated to pay the
      registration and processing fee referred to therein). It is understood and
      agreed that if any Lender replaced hereunder fails to execute an Assignment
      Agreement, it shall be deemed to have entered into such Assignment
      Agreement.

     

    SECTION
      3.  COLLATERAL

     

    3.1           Description:  As
      security for the payment of the Obligations, and satisfaction by Borrower of
      all
      covenants and undertakings contained in this Agreement and the other Loan
      Documents, Borrower hereby assigns and grants to Agent, for the ratable benefit
      of Secured Parties, a continuing first lien on and security interest in, upon
      and to all assets of Borrower, including but not limited to the following
      Property, all whether now owned or hereafter acquired, created or arising and
      wherever located:

     

    (i)           Accounts
      - All Accounts;

     

    (ii)           Chattel
      Paper - All Chattel Paper;

     

    (iii)           Documents
      - All Documents;

     

    (iv)           Instruments
      - All Instruments;

     

    
      
        
        

      

      
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    (v)           Inventory
      - All Inventory;

     

    (vi)           General
      Intangibles - All General Intangibles;

     

    (vii)           Equipment
      - All Equipment,

     

    (viii)           Fixtures
      - All Fixtures;


    (ix)           Deposit
      Accounts - All Deposit Accounts (other than Deposit Accounts maintained at
      Sovereign Bank);

     

    (x)           Goods
      - All Goods;

     

    (xi)           Letter
      of Credit Rights– All Letter of Credit Rights;

     

    (xii)           Supporting
      Obligations– All Supporting Obligations;

     

    (xiii)           Investment
      Property - All Investment Property of Borrower consisting of Sponsored CDO
      Equity Interests, all Pledged Securities and the Capital Stock of Subsidiary
      Guarantors and other Subsidiaries as identified in the Subsidiary Collateral
      Pledge Agreements);

     

    (xiv)           Management
      Fees – All fees arising under the Management Agreements;

     

    (xv)           Commercial
      Tort Claims– All Commercial Tort Claims identified and described on Schedule
      "5.20" (as amended or supplemented from time to time);

     

    (xvi)          Property
      in Agent's, Issuing Bank's or any Lender's Possession– All Property of any
      Borrower, now or hereafter in Agent's, Issuing Bank's or any Lender's
      possession; and

     

    (xvii)         Proceeds–
      The Proceeds (including, without limitation, insurance proceeds), whether cash
      or non-cash, of all of the foregoing property described in clauses (i) thorough
      (xvi).

     

    3.2           Lien
      Documents:  At Closing and thereafter as Agent deems necessary,
      Borrower shall execute and deliver to Agent, or have executed and delivered
      (all
      in form and substance reasonably satisfactory to Agent):

     

    (a)           Financing
      statements pursuant to the UCC, which Agent may file in any jurisdiction where
      Borrower is organized and in any other jurisdiction that Agent deems
      appropriate;

     

    (b)           Duly
      executed Notice Letters to be sent to, and acknowledged by, each trustee under
      each Management Agreement; and

     

    (c)           Any
      other agreements, documents, instruments and writings, including, without
      limitation, the Control Agreements, intellectual property security agreements,
      reasonably 

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        
required
        by Agent to evidence, perfect or protect Lenders' liens and security interest
        in
        the Collateral or as Agent may reasonably request from time to
        time.

    

     

    3.3           Other
      Actions:  (a) 
In addition to the
      foregoing, Borrower shall do anything further that may
      be reasonably required by Agent to secure Lenders and effectuate the intentions
      and objectives of this Agreement, including, but not limited to, the execution
      and delivery of security agreements, contracts and any other documents required
      hereunder.  At Agent's reasonable request, Borrower shall also
      immediately deliver (with execution by Borrower of all necessary documents
      or
      forms to reflect Agent's Lien thereon) to Agent as bailee for Lenders, all
      items, receipt of which is required in order for Lenders to obtain a perfected
      security interest, including without limitation, all certificates (including
      any
      certificates representing an equity interest in a Sponsored CDO Offering),
      notes, letters of credit, documents of title, Chattel Paper, Warehouse Receipts,
      Instruments, Control Agreements and any other similar instruments constituting
      Collateral.

     

    (b)           Agent
      is hereby authorized to file financing statements and amendments to financing
      statement without Borrower's signature, in accordance with the
      UCC.  Borrower hereby authorizes Agent to file all such financing
      statements and amendments to financing statements accurately describing the
      Collateral in any filing office as Agent, in its sole discretion may
      determine.  Borrower agrees to comply with the requests of Agent in
      order for Agent to have and maintain a valid and perfected first security
      interest in the Collateral including, without limitation,
      executing and causing any other Person to execute such documents as Agent may
      require to obtain Control (as defined in the UCC) over all Deposit Accounts,
      Letter of Credit Rights and Investment Property.

     

    3.4           Searches:  (a) 
Agent
      shall, prior to or
      at Closing, and thereafter as Agent may reasonably determine from time to time,
      at Borrower's expense, obtain the following searches (the results of which
      are
      to be consistent with the warranties made by Borrower in this
      Agreement):

     

    (i)           UCC
      searches with the Secretary of State and local filing office of each state
      where
      Borrower or any Subsidiary Guarantor is organized, maintains its executive
      office, a place of business, or assets;

     

    (ii)           Judgment,
      federal tax lien and corporate tax lien searches, in all applicable filing
      offices of each state searched under subparagraph (a) above.

     

    (b)           Each
      Borrower shall, prior to or at Closing and at its expense, obtain and deliver
      to
      Agent good standing certificates showing each Borrower and each Subsidiary
      Guarantor to be in good standing in its state of organization  and in
      each other state or foreign country in which it is doing and presently intends
      to do business.

     

    3.5           [Reserved].

     

     

    3.6           Filing
      Security Agreement:  A carbon, photographic or other reproduction
      or other copy of this Agreement or of a financing statement is sufficient as
      and
      may be filed in lieu of a financing statement.

     

     

    3.7           Power
      of Attorney:  Each of the officers of Agent is hereby irrevocably
      made, constituted and appointed the true and lawful attorney for Borrower
      (without requiring any of them to act as such) with full power of substitution
      to: (a) in the event Borrower fails or refuses to do so, 

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        
execute
        and/or file in the name of Borrower any financing statements, schedules,
        assignments, instruments, documents and statements that Borrower is obligated
        to
        give Agent hereunder or is necessary to perfect (or continue or evidence
        the
        perfection of such security interest or Lien) Agent's security interest or
        Lien
        in the Collateral; and (b) following the occurrence of an Event of Default
        to
        (i) endorse the name of Borrower upon any and all checks, drafts, money orders
        and other instruments for the payment of monies that are payable to Borrower
        and
        constitute collections on Borrower's Accounts or proceeds of other Collateral
        and (ii) do such other and further acts and deeds in the name of Borrower
        that Agent may reasonably deem necessary or desirable to enforce any Account
        or
        other Collateral.

    

     

    3.8           Release
      of Collateral.  In connection with an Asset Sale permitted under
      Section 7.1(a), Borrower may request that Agent release Agent’s security
      interest in such Pledged Securities, Sponsored CDO Equity Interests, the Capital
      Stock of a Legacy Entity, and Agent hereby agrees to cause the release of the
      security interest in such Collateral so long as at the time of, and after giving
      effect to, such release, no Overadvance exists or would exist.

     

    SECTION
      4.  CLOSING AND CONDITIONS PRECEDENT TO
      ADVANCES

     

    Closing
      under this Agreement is subject to the following conditions precedent (all
      documents to be in form and substance satisfactory to Agent and Agent's
      counsel):

     

    4.1           Resolutions,
      Opinions, and Other Documents:  Borrower shall have delivered or
      caused to be delivered to Agent the following:

     

    (a)           this
      Agreement and the Revolving Credit Notes all properly executed;

     

    (b)           each
      other Loan Document;


    (c)           certified
      copies of (i) resolutions of the board of directors or managers (as applicable)
      of Borrower and each Subsidiary Guarantor authorizing the execution, delivery
      and performance of this Agreement, the Notes to be issued hereunder and each
      other Loan Document required to be executed by any Section hereof and (ii)
      Borrower's and each Subsidiary Guarantor's Articles or Certificate of
      Incorporation or Certificate of Organization (as applicable) and By-laws or
      Operating Agreement (as applicable);

     

    (d)           an
      incumbency certificate for Borrower identifying all Authorized Officers, with
      specimen signatures and an incumbency certificate for each Subsidiary Guarantor
      identifying all individuals authorized to execute any applicable Loan Document,
      with specimen signatures;

     

    (e)           a
      written opinion of Borrower's and each Subsidiary Guarantor's independent
      counsel addressed to Agent for the benefit of all Lenders and opinions of such
      other counsel as Agent deems necessary including opinions as to the restrictions
      on the Excluded Subsidiaries;

     

    (f)           certification
      by any Authorized Officer of Borrower that there has not occurred any material
      adverse change in the operations and condition (financial or otherwise) of
      Borrower since September 30, 2006;

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    (g)           payment
      by Borrower of all fees owing to Agent and/or Lenders and Expenses associated
      with Loans or Letters of Credit incurred to the Closing Date;

     

    (h)           Searches
      and certificates required by Section 3.4 above;

     

    (i)           Deposit
      Account Control Agreements, if necessary, all in form and substance satisfactory
      to Agent;

     

    (j)           Control
      Agreements;

     

    (k)           Copies
      of all Management Agreements;

     

    (l)           Equity
      Interests in Sponsored CDO Offerings; and

     

    (m)           Such
      other documents requested by Agent.

     

    4.2           Absence
      of Certain Events:  At the Closing Date, no Event of Default or
      Default hereunder shall have occurred and be continuing.

     

    4.3           Warranties
      and Representations at Closing:  The warranties and
      representations contained in Section 5 as well as any other Section of this
      Agreement shall be true and correct in all respects on the Closing Date with
      the
      same effect as though made on and as of that date.  Borrower shall not
      have taken any action or permitted any condition to exist, which would have
      been
      prohibited by any Section hereof.

     

    4.4           Compliance
      with this Agreement:  Borrower shall have performed and complied
      with all agreements, covenants and conditions contained herein including,
      without limitation, the provisions of Sections 6 and 7 hereof, which are
      required to be performed or complied with by Borrower before or at the Closing
      Date.

     

    4.5           Officer's
      Certificate:  Agent shall have received a certificate dated the
      Closing Date and signed by any Authorized Officer of Borrower certifying that
      all of the conditions specified in this Section have been
      fulfilled.

     

    4.6           Closing:  Subject
      to the conditions of this Section, the Loans shall be made available on such
      date (the "Closing Date") and at such time as may be mutually agreeable to
      the
      parties contemporaneously with the execution hereof ("Closing")
      at the offices of Blank Rome LLP, One Logan Square,
      Philadelphia, PA 19103.

     

    4.7           Waiver
      of Rights:  By completing the Closing hereunder, or by making
      Advances hereunder, Agent does not thereby waive a breach of any warranty or
      representation made by Borrower hereunder or under any agreement, document,
      or
      instrument delivered to Agent or otherwise referred to herein, and any claims
      and rights of Agent resulting from any breach or misrepresentation by Borrower
      are specifically reserved by Agent.

     

    4.8           Conditions
      for Future Advances:  The making of Advances under the Revolving
      Credit in any form following the Closing Date is subject to the following
      conditions precedent (all 

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        
instruments,
        documents and agreements to be in form and substance satisfactory to Agent
        and
        its counsel) following the Closing Date:

    

     

    (a)           This
      Agreement and each of the other Loan Documents shall be effective;

     

    (b)           No
      event or condition shall have occurred or become known to Borrower, or would
      result from the making of any requested Advance, which could have a Material
      Adverse Effect;

     

    (c)           No
      Default or Event of Default then exists or after giving effect to the making
      of
      the Advance would exist;

     

    (d)           Each
      Advance is within and complies with the terms and conditions of this Agreement
      including, without limitation, the notice provisions contained in Section 2.5
      hereof;

     

    (e)           No
      Lien (other than a Permitted Lien) has been imposed on Borrower or any
      Subsidiary Guarantor; and

     

    (f)           Each
      representation and warranty set forth in Section 5 and in any other Loan
      Document in effect at such time (as amended or modified from time to time)
      is
      then true and correct in all material respects as if made on and as of such
      date
      except to the extent such representations and warranties are made only as of
      a
      specific earlier date; provided that Borrower may update all Schedules and
      prepare additional Schedules so that all such Schedules and the representations
      and warranties, taken together, accurately reflect the state of Borrower’s and
      each Subsidiary Guarantor’s affairs as of the date of a request for an Advance
      by giving written notice thereof to Agent, and further provided that such
      updated and additional Schedules do no reflect events or conditions which
      constitute violations of Section 6 or 7 hereof or otherwise reflect material
      adverse developments.

     

    SECTION
      5.  REPRESENTATIONS AND WARRANTIES

     

    To
      induce
      Agent, Lenders and Issuing Bank to complete the Closing and make initial
      Advances under the Revolving Credit to Borrower, Borrower represents and
      warrants to Agent, Issuing Bank and Lenders that:

     

    5.1           Corporate
      Organization and Validity:

     

    (a)           Borrower
      and each Subsidiary Guarantor (i) is duly organized and validly existing under
      the laws of the jurisdiction of its organization, (ii) has the
      appropriate power and authority to operate its business and to own its Property
      and (iii) is duly qualified, is validly existing and in good standing and has
      lawful power and authority to engage in the business it conducts in each state
      where the nature and extent of its business requires qualification, except
      where
      the failure to so qualify does not and could not have a Material Adverse
      Effect.  A list of all states and other jurisdictions where Borrower
      and each Subsidiary Guarantor is qualified to do business is shown on
      Schedule "5.1" attached hereto and made part hereof.

     

    (b)           The
      making and performance of this Agreement and the other Loan Documents will
      not
      violate any Requirement of Law, or Borrower's or any Subsidiary Guarantor's
      certificate of formation, operating agreement or any other organizational
      documents, or violate or 

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        
result
        in
        a default (immediately or with the passage of time) under any contract,
        agreement or instrument to which Borrower or such Subsidiary Guarantor is
        a
        party, or by which Borrower or such Subsidiary Guarantor is
        bound.  Neither Borrower nor any Subsidiary Guarantor is in
violation
        of any term of any agreement or instrument to which it is a party or by which
        it
        may be bound which violation has or could have a Material Adverse Effect,
        or of
        its respective charter, minutes or bylaw provisions, or certificate of
        formation, operating agreement or any other organizational
        document.

    

     

    (c)           Borrower
      and each Subsidiary Guarantor has all requisite power and authority to enter
      into and perform this Agreement and any Loan Documents to which it is a party,
      and to incur the obligations herein provided for, and has taken all proper
      and
      necessary action to authorize the execution, delivery and performance of this
      Agreement, and the other Loan Documents as applicable.

     

    (d)           This
      Agreement, the Notes to be issued hereunder, and all of the other Loan
      Documents, when delivered, will be valid and binding upon Borrower and each
      Subsidiary Guarantor, and enforceable in accordance with their respective terms
      except as enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, moratorium and similar laws affecting the enforcement of
      creditors' rights generally and by general equitable principles.

     

    5.2           Places
      of Business:  The only places of business of Borrower and each
      Subsidiary Guarantor, and the places where Borrower and each Subsidiary
      Guarantor keeps and intends to keep its Property, are at the addresses shown
      on
      Schedule "5.2" attached hereto and made part hereof.

     

    5.3           Pending
      Litigation:  There are no judgments or judicial or administrative
      orders or proceedings pending, or to the knowledge of Borrower, threatened,
      against Borrower  or any Subsidiary Guarantor in any court or before
      any Governmental Authority except as shown on Schedule "5.3" attached hereto
      and
      made part hereof.  To the knowledge of Borrower, there are no
      investigations (civil or criminal) pending or threatened against Borrower or
      any
      Subsidiary Guarantor, in any court or before any Governmental
      Authority.  Neither Borrower nor any Subsidiary Guarantor is in
      default with respect to any order of any Governmental Authority.  To
      the knowledge of Borrower, no executive officer
      of  Borrower  or any Subsidiary Guarantor, has been indicted
      in connection with or convicted of engaging in any criminal conduct, or is
      currently subject to any lawsuit or proceeding or under investigation in
      connection with any anti-racketeering or other conduct or activity which may
      result in the forfeiture of any property to any Governmental
      Authority.

     

    5.4           Title
      to Properties:  Borrower and each Subsidiary Guarantor has good
      and marketable title in fee simple (or its equivalent under applicable law)
      to
      all the Property it purports to own, free from Liens and free from the claims
      of
      any other Person, except for Permitted Liens.

     

    5.5           Governmental
      Consent:  In connection with the execution or delivery of this
      Agreement, or any other Loan Documents, no consent, approval or authorization
      of, or filing, registration or qualification with, any Governmental Authority
      or
      any other Person on the part of Borrower or any Subsidiary Guarantor is
      necessary.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

     

    5.6           Taxes:  All
      tax returns required to be filed by Borrower and any Subsidiary Guarantor in
      any
      jurisdiction have been filed, and all taxes, assessments, fees and other
      governmental charges upon Borrower and any Subsidiary Guarantor, or upon any
      of
      its respective Property, income or franchises, which are shown to be due and
      payable on such returns have been paid, except for those taxes being contested
      in good faith with due diligence by appropriate proceedings for which
      appropriate reserves have been maintained under GAAP and as to which no Lien
      has
      been entered. Borrower is not aware of any proposed additional tax assessment
      or
      tax to be assessed against or applicable to Borrower and any Subsidiary
      Guarantor that would reasonably be likely to have a Material Adverse
      Effect.

     

    5.7           Financial
      Statements:  The annual audited consolidated (if applicable)
      balance sheet of Borrower as of September 30, 2006, and the related statements
      of profit and loss, stockholder's equity and cash flow as of such date
      accompanied by reports thereon from Borrower's independent certified public
      accountants (complete copies of which have been delivered to Lender), and the
      interim consolidated (if applicable) balance sheet of Borrower as of March
      31,
      2007, and the related statements of profit and loss, stockholder's equity and
      cash flow as of such date have been prepared in accordance with GAAP and present
      fairly the financial position of Borrower and its Subsidiaries as of such dates
      and the results of its operations for such periods.  The fiscal year
      for Borrower currently
      ends on September 30. Borrower's and each Subsidiary Guarantor's federal tax
      identification number and state organizational identification number for UCC
      purposes are as shown on Schedule "5.7" attached hereto and made part
      hereof.

     

    5.8           Full
      Disclosure:  Neither the financial statements referred to in
      Section 5.7, nor this Agreement nor any other Loan Document or any written
      reports or certificates, or other financial statements or reports furnished
      by
      Borrower to Agent or any Lender in connection with the negotiation of the Loan
      or this Agreement or contained in any financial statements or documents relating
      to Borrower, as of the time they were furnished, contained any untrue statement
      of a material fact or omit a material fact necessary to make the statements
      contained therein or herein not misleading; provided that, with respect to
      projected financial information, Borrower represents and warrants only that
      such
      information represents Borrower’s expectations regarding future performance
      based upon historical information and reasonable assumptions, it being
      understood, however, that actual results may differ from the projected results
      described in the financial projections.  There is no fact known to
      Borrower which has not been disclosed in writing to Agent which has or could
      have a Material Adverse Effect.

     

    5.9           Subsidiaries:  Borrower
      does not have any Subsidiaries or Affiliates, except as shown on Schedule "5.9"
      attached hereto and made part hereof.

     

    5.10           Investments,
      Guarantees, Contracts, etc.:

     

    (a)           Neither
      Borrower nor any Subsidiary Guarantor owns or holds equity or long term debt
      investments in, or has any outstanding advances to, any other Person, except
      as
      shown on  Schedule "5.10(a)," attached hereto and made part
      hereof.

     

    (b)           Neither
      Borrower nor any Subsidiary Guarantor is a party to any contract or agreement,
      or subject to any charter or other corporate restriction, which has or could
      have a Material Adverse Effect.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    (c)           Except
      as otherwise specifically provided in this Agreement, neither Borrower nor
      any
      Subsidiary Guarantor has agreed or consented to cause or permit any of its
      Property whether now owned or hereafter acquired to be subject in the future
      (upon the happening of a contingency or otherwise), to a Lien not permitted
      by
      this Agreement.

     

    5.11           Government
      Regulations, etc.:

     

    (a)           The
      use of the proceeds of and Borrower's issuance of the Revolving Credit Notes
      will not directly or indirectly violate or result in a violation of
      Section 7 of the Securities Exchange Act of 1934, as amended, or any
      regulations issued pursuant thereto, including, without limitation,
      Regulations U, T and X of the Board of Governors of the Federal Reserve
      System, 12 C.F.R., Chapter II.  Borrower does not own or intend
      to carry or purchase any "margin stock" within the meaning of said
      Regulation U.

     

    (b)           Borrower
      and each Subsidiary Guarantor has obtained all licenses, permits, franchises
      or
      other governmental authorizations necessary for the ownership of its Property
      and for the conduct of its business except for those which, if not obtained,
      would not have or could not have a Material Adverse Effect.

     

    (c)           As
      of the date hereof, no employee benefit plan ("Pension Plan"), as defined in
      Section 3(2) of ERISA, maintained by Borrower or under which Borrower could
      have
      any liability under ERISA (i) has failed to meet the minimum funding standards
      established in Section 302 of ERISA, (ii) has failed to comply in a
      material respect with all applicable requirements of ERISA and of the Internal
      Revenue Code, including all applicable rulings and regulations thereunder,
      (iii)
      has engaged in or been involved in a prohibited transaction under
      Section 406 of ERISA or Section 4975 of the Internal Revenue Code
      which would subject Borrower to any material liability, or (iv) has been
      terminated if such termination would subject Borrower to any material
      liability.  Borrower has not assumed, or received notice of a claim
      asserted against Borrower for, withdrawal liability (as defined in
      Section 4207 of ERISA) with respect to any multi employer pension plan and
      is not a member of any Controlled Group (as defined in
      ERISA).  Borrower has timely made all contributions when due with
      respect to any multiemployer
      pension plan in which it participates and no event has occurred triggering
      a
      claim against Borrower for withdrawal liability with respect to any multi
      employer pension plan in which Borrower participates.  All Pension
      Plans and multi employer pension plans in which Borrower participates are shown
      on Schedule "5.11(c)" attached hereto and made part hereof.

     

    (d)           Neither
      Borrower nor any Subsidiary Guarantor is in violation of or receipt
      of  written notice that it is in violation of any applicable statute,
      regulation or ordinance of the United States of America, or of any state, city,
      town, municipality, county or jurisdiction, or of any agency, or department
      thereof, (including without limitation, securities laws and regulations), a
      violation of which causes or could cause a Material Adverse Effect.

     

    (e)           Borrower
      and each Subsidiary Guarantor is current with all reports and documents required
      to be filed with any state or federal securities commission or similar agency
      and is in full compliance in all material respects with all applicable rules
      and
      regulations of such commissions.

     

    5.12           Business
      Interruptions:  Reserved.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    5.13           Names
      and Intellectual Property:

     

    (a)           Borrower
      has not and no Subsidiary Guarantor has conducted business under or used any
      name other than the names listed on Schedule 5.9 hereto (whether corporate
      or
      assumed) except for the names shown on Schedule "5.13(a)" attached hereto and
      made part hereof.  Borrower and each Subsidiary Guarantor, as
      applicable, is the sole owner of all names listed on such Schedule "5.13(a)"
      and
      any and all business done and all invoices issued in such trade names are
      Borrower's or such Subsidiary Guarantor's sales, business and
      invoices.  Each trade name of Borrower and each Subsidiary Guarantor,
      as applicable, represents an alternate name of Borrower or such Subsidiary
      Guarantor, as applicable, and not a separate Subsidiary or Affiliate or
      independent entity.

     

    (b)           All
      registered trademarks, service marks, patents or copyrights which Borrower
      or
      any Subsidiary Guarantor uses, or has a right to use are shown on Schedule
      "5.13(b)" attached hereto and made part hereof, and Borrower and such Subsidiary
      Guarantor, as applicable, is the sole owner of such Property except to the
      extent any other Person has claims or rights in such Property, as such claims
      and rights are shown on Schedule "5.13(b)".  Borrower is not in
      violation of any rights of any other Person with respect to such
      Property.

     

    (c)           Except
      as shown on Schedule "5.13(c)" attached hereto and made part hereof, (i) neither
      Borrower nor any Subsidiary Guarantor requires any copyrights, patents,
      trademarks or other intellectual property, or any license(s) to use any patents,
      trademarks or other intellectual property in order to provide services to its
      customers in the ordinary course of business; and (ii) to the best of Borrower’s
      knowledge, Agent will not require any copyrights, patents, trademarks or other
      intellectual property or any licenses to use the same in order to provide such
      services after the occurrence of an Event of Default.

     

    5.14           Other
      Associations:

     

    (a)           Neither
      Borrower nor any Subsidiary Guarantor is engaged, and has any interest in,
      any
      joint venture or partnership with any other Person except as shown on Schedule
      "5.14(a)," attached hereto and made part hereof.

     

    (b)           Schedule
      "5.14(b)," attached hereto and made part hereof shows, as of the Closing Date,
      all equity interests owned or held by Borrower or a Subsidiary Guarantor in
      connection with or related to, a Sponsored CDO Offering or which is otherwise
      related to a structured finance transaction sponsored, managed or originated
      by
      Borrower or a Subsidiary Guarantor.

     

    5.15           Environmental
      Matters:  Reserved.

     

    5.16           Regulation
      O:  No director, executive officer or principal shareholder of
      Borrower or any Subsidiary Guarantor  is a director, executive officer
      or principal shareholder of Agent or any Lender.  For the purposes
      hereof the terms "director" "executive officer" and "principal shareholder"
      (when used with reference to Agent or any Lender), have the respective meanings
      assigned thereto in Regulation O issued by the Board of Governors of the Federal
      Reserve System.

     

    5.17           Capital
      Stock:  The authorized and outstanding Capital Stock of each
      Subsidiary  is as shown on Schedule "5.17" attached hereto and made
      part hereof.  All of the Capital Stock of each 

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        
Subsidiary
        has been duly and validly authorized and issued and is fully paid and
        non-assessable and has been sold and delivered to the holders thereof in
        compliance with, or under valid exemption from, all Federal and state laws
        and
        the rules and regulations of all Governmental Authorities governing the sale
        and
        delivery of securities.  Except for the rights and obligations shown
        on Schedule "5.17," there are no subscriptions, warrants, options, calls,
        commitments, rights or agreements by which any Subsidiary
        Guarantor  is bound relating to the issuance, transfer, voting or
        redemption of shares of its Capital Stock or any pre-emptive rights held
        by any
        Person with respect to the shares of Capital Stock of such Subsidiary
        Guarantor.  Except as shown on Schedule "5.17," no Subsidiary
        Guarantor has issued any securities convertible into or exchangeable for
        shares
        of its Capital Stock or any options, warrants or other rights to acquire
        such
        shares or securities convertible into or exchangeable for such
        shares.

    

     

    5.18           Solvency:  After
      giving effect to the transactions contemplated under this Agreement, Borrower
      and the Subsidiary Guarantors taken as a whole are solvent, are able to pay
      their debts as they become due, and have capital sufficient to carry on their
      business and all businesses in which they are about to engage, and now own
      Property having a value both at fair valuation and at present fair salable
      value
      greater than the amount required to pay Borrower's and Subsidiary Guarantors'
      debts.  Neither Borrower nor Subsidiary Guarantors', taken as a whole,
      will be rendered insolvent by the execution and delivery of this Agreement
      or
      any of the other Loan Documents executed in connection with this Agreement
      or by
      the transactions contemplated hereunder or thereunder.

     

    5.19           Perfection
      and Priority:  This Agreement and the other Loan Documents are
      effective to create in favor of Agent, for the ratable benefit of Agent, Issuing
      Bank and Lenders legal, valid and enforceable Liens in all right, title and
      interest of Borrower and each Subsidiary Guarantor in the Collateral, and when
      financing statements have been filed in the offices of the jurisdictions shown
      on Schedule "5.19," attached hereto and made part hereof under Borrower's or
      such Subsidiary Guarantor's name, Borrower and each Subsidiary Guarantor will
      have granted to Agent, for the ratable benefit of Secured Parties and Agent
      will
      have perfected first priority Liens in the Collateral, superior in right to
      any
      and all other Liens, existing or future.

     

    5.20           Commercial
      Tort Claims:  As of the Closing Date, neither Borrower nor any
      Subsidiary Guarantor is a plaintiff in connection with any Commercial Tort
      Claims, except as shown on Schedule "5.20" attached hereto and made part
      hereof.

     

    5.21           Letter
      of Credit Rights:  As of the Closing Date, neither Borrower nor
      any Subsidiary Guarantor has any Letter of Credit Rights, except as shown on
      Schedule "5.21," attached hereto and made part hereof.

     

    5.22           Deposit
      Accounts:  All Deposit Accounts of Borrower and each Subsidiary
      Guarantor are shown on Schedule "5.22," attached hereto and made part
      hereof.

     

    5.23           Anti-Terrorism
      Laws:

     

    (a)           General.  Neither
      Borrower nor any Affiliate of Borrower is in violation of any Anti-Terrorism
      Law
      or engages in or conspires to engage in any transaction that evades or avoids,
      or has the purpose of evading or avoiding, or attempts to violate, any of the
      prohibitions set forth in any Anti-Terrorism Law.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    (b)           Executive
      Order No. 13224.   Neither Borrower nor any Affiliate of
      Borrower, or to Borrower's knowledge, any of its respective agents acting or
      benefiting in any capacity in connection with the Loans, Letters of Credit
      or
      other transactions hereunder, is any of the following (each a "Blocked
      Person"):


                   
      (i)           a Person
      that is listed in the annex to, or is otherwise subject to the provisions of,
      the Executive Order No. 13224;

     

    (ii)           a
      Person owned or controlled by, or acting for or on behalf of, any Person that
      is
      listed in the annex to, or is otherwise subject to the provisions of, the
      Executive Order No. 13224;

     

    (iii)           a
      Person with which Lender is prohibited from dealing or otherwise engaging in
      any
      transaction by any Anti-Terrorism Law;

     

    (iv)           a
      Person that commits, threatens or conspires to commit or supports "terrorism"
      as
      defined in the Executive Order No. 13224;

     

    (v)           a
      Person that is named as a "specially designated national" on the most current
      list published by the U.S. Treasury Department Office of Foreign Asset Control
      at its official website or any replacement website or other replacement official
      publication of such list; or

     

    (vi)           a
      Person who is affiliated with a Person listed above.

     

    5.24           Investment
      Company Act:  Neither Borrower nor any Subsidiary Guarantor is
      (a) an "investment company" registered or required to be registered under
      the Investment Company Act of 1940, as amended, nor is it controlled by such
      a
      company; or (b) subject to any other law which purports to regulate or
      restrict the ability to borrow money or to consummate the transactions
      contemplated by this Agreement or the other Loan Documents.

     

    5.25           Bancorp
      Stock:  Borrower acquired the common shares of The Bancorp Inc.
      that are part of the Pledged Securities on the dates and in the amounts set
      forth on Schedule “5.25”, attached hereto and made a part hereof.  All
      such shares are restricted securities under Rule 144 of the Securities
      Act.   The two year holding period, as defined in Rule 144(k) of
      the Securities Act as to all shares of such stock has
      elapsed.  Borrower has all requisite power and authority to pledge the
      Bancorp Stock as collateral for the Obligations.

     

    SECTION
      6.  BORROWER'S AFFIRMATIVE COVENANTS

     

    Borrower
      covenants that until all of
      the Obligations are paid and satisfied in full and the Revolving Credit and
      Letters of Credit have been terminated, that:

     

    6.1           Payment
      of Taxes and Claims:  Borrower shall pay, and shall cause each
      Subsidiary Guarantor to pay, before they become delinquent, all taxes,
      assessments and governmental charges, or levies imposed upon it, or upon
      Borrower's or any Subsidiary Guarantor's Property, and all claims or demands
      of
      materialmen, mechanics, carriers, warehousemen, landlords and other Persons,
      entitled to the benefit of statutory or common law Liens which, in any case,
      if
      unpaid, would result in the imposition of a Lien upon its Property; provided
      however, that, neither Borrower nor any Subsidiary Guarantor shall be required
      to pay any such tax, assessment, charge, levy, claim or 

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        
demand
        if
        the amount, applicability or validity thereof, shall at the time, be contested
        in good faith and by appropriate proceedings, and if adequate reserves in
        respect thereof have been set aside, if so required in accordance with GAAP;
        which deferment of payment is permissible so long as no Lien other than a
        Permitted Lien has been entered and Borrower's or such Subsidiary Guarantor's
        title to, and its right to use, its Property are not materially adversely
        affected thereby.

    

     

    6.2           Maintenance
      of Properties and Corporate Existence:

     

    (a)           Property
      - Borrower shall maintain, and shall cause each Subsidiary Guarantor to
      maintain, its Property in good condition (normal wear and tear excepted) make
      all necessary renewals, replacements, additions, betterments and improvements
      thereto and will pay and discharge when due the cost of repairs and maintenance
      to its Property, and will pay all rentals when due for all leased real
      estate.


    (b)           Property
      Insurance, Public and Products Liability Insurance - Borrower shall maintain
      and shall cause each Subsidiary Guarantor to maintain insurance (i) on all
      insurable tangible Property against fire, flood, casualty and such other hazards
      (including, without limitation, extended coverage, workmen's compensation,
      boiler and machinery, with inflation coverage by endorsement) and (ii) against
      public liability, product liability and business interruption, in each case
      in
      such amounts, with such deductibles and with such insurers as are customarily
      used by companies operating in the same industry as Borrower.  At or
      prior to Closing, Borrower shall furnish Agent with duplicate original policies
      of insurance or such other evidence of insurance as Agent may require, and
      any
      certificates of insurance shall be issued on Acord Form-27.  In the
      event Borrower fails to procure or cause to be procured any such insurance
      or to
      timely pay or cause to be paid the premium(s) on any such insurance, Agent
      may
      do so for Borrower, but Borrower shall continue to be liable for the same.
      The
      policies of all such casualty insurance shall contain standard Lender's Loss
      Payable Clauses (and, with respect to liability and interruption insurance,
      additional insured clauses) issued in favor of Agent.  Such policies
      shall expressly provide that the requisite insurance cannot be altered or
      canceled without thirty (30) days prior written notice to Agent and shall insure
      Agent notwithstanding the act or neglect of Borrower or any Subsidiary
      Guarantor.  Effective upon an Event of Default, Borrower hereby
      appoints Agent as Borrower's attorney-in-fact, exercisable at Agent's option
      to
      endorse any check  which may be payable to Borrower in order to
      collect the proceeds of such insurance and any amount or amounts collected
      by
      Agent pursuant to the provisions of this Section may be applied by Agent, in
      its
      sole discretion, to any Obligations or to repair, reconstruct or replace the
      loss of or damage to Collateral as Agent in its discretion may from time to
      time
      determine.  Borrower further covenants that all insurance premiums
      owing under its current policies have been paid.  Borrower shall
      notify Agent, immediately, upon Borrower's receipt of a notice of termination,
      cancellation, or non-renewal from its insurance company of any such
      policy.

     

    (c)           Financial
      Records - Borrower shall keep, and shall cause each Subsidiary Guarantor to
      keep,  current and accurate books of records and accounts in which
      full and correct entries will be made of all of its business transactions,
      and
      will reflect in its financial statements adequate accruals and appropriations
      to
      reserves, all in accordance with GAAP.  Borrower shall not change its
      fiscal year end date.

     

    (d)           Corporate
      Existence and Rights - Borrower shall do, and shall cause each Subsidiary
      Guarantor to do (or cause to be done), all things necessary to preserve and
      keep
      in full 

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        
force
        and
        effect its existence and good standing in all jurisdictions where its failure
        to
        be in good standing might have a Material Adverse Effect, and all of its
        rights,
        licenses and franchises, the absence of which might result in a Material
        Adverse
        Effect.

    

     

    (e)           Compliance
      with Laws - Borrower shall be, and shall cause each Subsidiary Guarantor to
      be, (i) in compliance with any and all Requirements of Laws to which it is
      subject, (including, without limitation, securities laws and regulations) and
      (ii) shall obtain any and all licenses, permits, franchises or other
      governmental authorizations necessary to the ownership of its Property or to
      the
      conduct of its businesses, which violation or failure to obtain causes or could
      cause a Material Adverse Effect.  Borrower shall timely satisfy, and
      shall cause each Subsidiary Guarantor to timely satisfy, all assessments, fines,
      costs and penalties imposed (after exhaustion of all appeals, provided a stay
      has been put in effect during such appeal) by any Governmental Authority against
      Borrower or such Subsidiary Guarantor, or any Property of Borrower.

     

    6.3           Business
      Conducted:  Borrower shall not discontinue, and shall not permit
      any Subsidiary Guarantor to discontinue, the business presently operated by
      Borrower or such Subsidiary Guarantor, and Borrower shall, and shall cause
      each
      such Subsidiary Guarantor to, use its commercially reasonable efforts to
      maintain its customers and goodwill.

     

    6.4           Litigation:  Borrower
      shall give prompt notice to Agent of any litigation claiming more than Two
      Hundred Fifty Thousand Dollars ($250,000) in excess of any available insurance
      coverage for such claim from Borrower or any Subsidiary Guarantor, or which
      may
      otherwise have a Material Adverse Effect.

     

    6.5           Issue
      Taxes:  Borrower shall pay, and shall cause each Subsidiary
      Guarantor to pay, all taxes (other than taxes based upon or measured by any
      Lender's income or revenues or any personal property tax), if any, in connection
      with the issuance of the Revolving Credit Notes and the recording of any lien
      documents.  The obligations
      of Borrower hereunder shall survive the payment of Borrower's Obligations
      hereunder and the termination of this Agreement.

     

    6.6           Bank
      Accounts:  Borrower shall maintain, and shall cause each
      Subsidiary Guarantor to maintain, to the extent such Subsidiary Guarantor
      maintains any depository account(s), major depository and disbursement
      account(s) with Agent.

     

    6.7           Employee
      Benefit Plans:  Borrower shall (a) fund, and cause each Subsidiary
      Guarantor to fund, all of its Pension Plan(s) in a manner that will satisfy
      the
      minimum funding standards of Section 302 of ERISA, (b) furnish Agent,
      promptly upon Agent's request, with copies of all reports or other statements
      filed with the United States Department of Labor, the PBGC or the IRS with
      respect to all Pension Plan(s), or which Borrower, or any member of a Controlled
      Group, may receive from the United States Department of Labor, the IRS or the
      PBGC, with respect to all such Pension Plan(s), and (c) promptly advise Agent
      of
      the occurrence of any reportable event (as defined in Section 4043 of ERISA,
      other than a reportable event for which the thirty (30) day notice
      requirement has been waived by the PBGC) or prohibited transaction (under
      Section 406 of ERISA or Section 4975 of the Internal Revenue Code)
      with respect to any such Pension Plan(s) and the action which Borrower proposes
      to take with respect thereto.  Borrower shall make, and shall cause
      each Subsidiary Guarantor to make, all contributions when due with respect
      to
      any multi employer pension plan in which it participates and will promptly
      advise Agent upon (x) its receipt of notice of the assertion against Borrower
      or
      any Subsidiary Guarantor of a 

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        
claim
        for
        withdrawal liability, (y) the occurrence of any event which, to the best of
        Borrower's knowledge, would trigger the assertion of a claim for withdrawal
        liability against Borrower or any Subsidiary Guarantor, and (z) upon the
        occurrence of any event which, to the best of Borrower's knowledge, would
        place
        Borrower or any Subsidiary Guarantor in a Controlled Group as a result of
        which
        any member (including Borrower) thereof may be subject to a claim for withdrawal
        liability, whether liquidated or contingent.

    

     

    6.8           Financial
      Covenants:

     

    (a)           Consolidated
      Net Worth - Borrower shall maintain at all times Consolidated Net Worth, to
      be tested quarterly at the end of each fiscal quarter, of not less than the
      following amounts for the following periods:

     

    Period                                                                                                                      
       Consolidated Net Worth

     

    Closing
      Date through September 29,
      2007                                                                                                          $150,000,000

    September
      30, 2007 through September 29,
      2008                                                                                                $160,000,000

    September
      30, 2008 through September 29,
      2009                                                                                                $170,000,000

    September
      30, 2009 through September 29,
      2010                                                                                                $180,000,000

    September
      30, 2010 through September 29,
      2011                                                                                                $190,000,000

    September
      30, 2011 through September 29,
      2012                                                                                                $200,000,000

    


    (b)           Debt
      Service Coverage Ratio– Borrower shall maintain a

     

    Debt
      Service Coverage Ratio, to be tested quarterly as of each fiscal quarter end
      on
      a rolling four quarter basis, of not less than the following ratios for the
      following periods:

     

    Period                                                                                                                                           
       Ratio

     

    Closing
      Date through September 29,
      2009                                                                                                           1.15
      to 1.0

    September
      20, 2009 through September 29,
      2011                                                                                                1.20
      to 1.0

    September
      30, 2011 through September 29,
      2012                                                                                                1.25
      to 1.0

    


    (c)           Consolidated
      Funded Debt to Net Worth Ratio– Borrower shall maintain a Consolidated
      Funded Debt to Net Worth Ratio, to be tested as of each fiscal quarter end,
      of
      not greater 2.0 to 1.0.


    6.9           Financial
      and Business Information:  Borrower shall deliver or cause to be
      delivered to Agent and Lenders the following:

     

    (a)           Financial
      Statements and Collateral Reports: such data, reports, statements and
      information, financial or otherwise, as Lender may reasonably request,
      including, without limitation:

     

    (i)           within
      ninety (90) days after the end of each fiscal year of Borrower, the consolidated
      and consolidating income and cash flow statements of Borrower and its
      Subsidiaries for such year, and the consolidated and consolidating balance
      sheet
      of Borrower and its Subsidiaries as at the end of such fiscal year, setting
      forth in each case in comparative form the corresponding figures as at the
      end
      of and for the previous fiscal year, all in reasonable detail, and audited
      by an
      independent public accounting firm acceptable to Lender, and unqualifiedly
      certified 

     

    
      
        
        

      

      
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to have
        been prepared in accordance with GAAP, and such independent public accountants
        shall also unqualifiedly certify that in making the examinations necessary
        to
        their certification mentioned above they have reviewed the terms of this
        Agreement and the accounts and conditions of Borrower during the accounting
        period covered by the certificate and that such review did not disclose the
        existence of any condition or event which constitutes a Default or an Event
        of
        Default (or if such conditions or events existed, describing them) together
        with
        copies of any management letters provided by such accountants to management
        of
        Borrower;

    

     

    (ii)           within
      forty five (45) days after the end of each calendar quarter, the consolidated
      and consolidating income and cash flow statements of Borrower and its
      Subsidiaries for such quarter and for the expired portion of the fiscal year
      ending with the end of such quarter, setting forth in comparative form the
      corresponding figures for the corresponding periods of the previous fiscal
      year,
      and the consolidated and consolidating balance sheet of Borrower and its
      Subsidiaries as at the end of such quarter, setting forth in comparative form
      the corresponding figures as at the end of the corresponding periods of the
      previous fiscal year, all in reasonable detail and certified by Borrower's
      chief
      financial officer to have been prepared from the books and records of Borrower;
      and

     

    (iii)           together
      with the annual financial statements required under clause (a)(i) above,
      Borrower's annual consolidated financial statement projections for the up coming
      five-year period, in form and substance satisfactory to Agent.

     

    (b)           Borrowing
      Base Certificate:  with each requested Advance, and monthly, not
      later than fifteen (15) days following each month-end, a signed borrowing base
      certificate in the form of Exhibit “E” attached hereto and made a part hereof
      (“Borrowing Base Certificate”);

     

    (c)           Notice
      of Event of Default - promptly upon becoming aware of the existence of any
      condition or event which constitutes a Default or an Event of Default under
      this
      Agreement, a written notice specifying the nature and period of existence
      thereof and what action Borrower or any Subsidiary Guarantor  is
      taking (and proposes to take) with respect thereto;

     

    (d)           Notice
      of Claimed Default - promptly upon receipt by Borrower, notice of default,
      oral or written, given to Borrower or any Subsidiary Guarantor by any creditor
      for Indebtedness for borrowed money, otherwise holding long term Indebtedness
      of
      Borrower in excess of Five Hundred Thousand Dollars ($500,000);

     

    (e)           Securities
      and Other Reports - if Borrower or any Subsidiary Guarantor  shall
      be required to file reports with the Securities and Exchange Commission pursuant
      to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
      amended, promptly upon its becoming available, one copy of each financial
      statement, report, notice or proxy statement sent by Borrower or any Subsidiary
      Guarantor to stockholders generally, and, a copy of each regular or periodic
      report, and any registration statement, or prospectus in respect thereof, filed
      by Borrower or any Subsidiary Guarantor with any securities exchange or with
      federal or state securities and exchange commissions or any successor
      agency;

     

    (f)           Collateralized
      Debt Offering Defaults and Other Information– (i) promptly upon becoming
      aware of any default or event of default under any Management Agreement or
      document governing or evidencing
      a Collateralized Debt Offering, notice of such default; (ii) 

     

    
      
        
        

      

      
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promptly
        upon Borrower or any Subsidiary Guarantor making any new investments in any
        Collateralized Debt Offering, all information related to such investment
        and any
        additional information reasonably requested by Agent; and (iii) promptly
        upon
        receipt, copies of any and all trustee or other reports issued in connection
        with a Collateralized Debt Offering; and

    

     

    (g)           Warehouse
      Lines– within twenty (20) days of Agent’s request, copies of any warehousing
      or repurchase agreements to which Borrower or any Subsidiary Guarantor entered
      into together with a written summary of the applicable transaction including
      the
      parties to such facility, the amount of such facility, any collateral (including
      cash, equity or management fees) pledged in connection with such facility,
      any
      loss limits set within any warehousing facility and such additional information
      which may be material to the warehouse or repurchase transaction.

     

    6.10           Officers'
      Certificates:  Along with the set of financial statements
      delivered to Agent and Lenders at the end of each fiscal quarter pursuant to
      Section 6.9(a)(ii) hereof and the annual financial statements delivered pursuant
      to Section 6.9(a)(i) hereof, Borrower shall deliver to Agent and Lenders a
      certificate ("Quarterly Compliance Certificate") (in the form of Exhibit "F,"
      attached hereto and made part hereof) from the chief financial officer, chief
      executive officer or president of Borrower (and as to certificates accompanying
      the annual financial statements of Borrower, also certified by Borrower's
      independent certified public accountant) setting forth:

     

    (a)           Event
      of Default - that the signer has reviewed the relevant terms of this
      Agreement, and has made (or caused to be made under his/her supervision) a
      review of the transactions and conditions of Borrower from the beginning of
      the
      accounting period covered by the financial statements being delivered therewith
      to the date of the certificate, and that such review has not disclosed the
      existence during such period of any condition or event which constitutes a
      Default or an Event of Default or, if any such condition or event exists,
      specifying the nature and period of existence thereof and what action Borrower
      has taken or proposes to take with respect thereto.

     

    (b)           Covenant
      Compliance - the information (including detailed calculations) required in
      order to establish that Borrower is in compliance with the requirements of
      Section 6.8 of this Agreement, as of the end of the period covered by the
      financial statements delivered.

     

    6.11           Audits
      and Inspection:  Borrower shall permit, and shall cause each
      Subsidiary Guarantor to permit, any of Agent's officers or other representatives
      to visit and inspect upon reasonable notice during business hours any of the
      locations of Borrower or any Subsidiary Guarantor, to examine all of Borrower's
      or any Subsidiary Guarantor's books of account, records, reports and other
      papers, to make copies and extracts therefrom and to discuss its affairs,
      finances and accounts with its officers, employees and independent certified
      public accountants.  Borrower hereby irrevocably authorizes and
      directs all such accountants and auditors to exhibit and deliver to Agent copies
      of any and all of such Borrower’s financial statements, or other accounting
      records of any sort, in the accountant’s or auditor’s possession.  All
      such inspections shall, during the continuance of an Event of Default, be at
      Borrower’s expense at the standard rates charged by Agent for such activities
      (plus Agent’s reasonable out-of-pocket expenses).

     

    6.12           Reserved:

     

    
      
        
        

      

      
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    6.13           Information
      to Participant:  Agent and Lenders may divulge to any participant,
      assignee or co-lender or prospective participant, assignee or co-lender it
      may
      obtain in the Loans or any portion thereof, all information, and furnish to
      such
      Person copies of any reports, financial statements, certificates, and documents
      obtained under any provision of this Agreement, or related agreements and
      documents.

     

    6.14           Material
      Adverse Developments:  Borrower agrees that immediately upon
      becoming aware of any development or other information outside the ordinary
      course of business and excluding matters of a general economic, financial or
      political nature which would reasonably be expected to have a Material Adverse
      Effect it shall give to Agent telephonic notice specifying the nature of such
      development or information and such anticipated effect.  In addition,
      such verbal communication shall be confirmed by written notice thereof to Agent
      on the same day such verbal communication is made or the next Business Day
      thereafter.


    6.15           Places
      of Business:  Borrower shall give thirty (30) days, prior written
      notice to Agent of any name changes or changes in the location of any of its
      respective places of business, of the places where its business and financial
      records are kept, or the establishment of any new, or the discontinuance of
      any
      existing place of business; provided that, Borrower may not relocate its
      principal place of business outside of the United States.

     

    6.16           Commercial
      Tort Claims:  Borrower will, and shall cause each Subsidiary
      Guarantor to,  immediately notify Agent in writing in the event that
      Borrower or any Subsidiary Guarantor becomes a party to or obtains any rights
      with respect to any Commercial Tort Claim.  Such notification shall
      include information sufficient to describe such Commercial Tort Claim,
      including, but not limited to, the parties to the claim, the court in which
      the
      claim was commenced, the docket number assigned to such claim, if any, and
      a
      detailed explanation of the events that gave rise to the
      claim.  Borrower shall execute and deliver to Agent all documents
      and/or agreements necessary to grant Agent a security interest in such
      Commercial Tort Claim to secure the Obligations.  Borrower authorizes,
      and shall cause each Subsidiary Guarantor to authorize, Agent to file (without
      Borrower's or any Subsidiary Guarantor's signature) initial financing statements
      or amendments, as Agent deems necessary to perfect its security interest in
      the
      Commercial Tort Claim.

     

    6.17           Letter
      of Credit Rights:  Borrower shall, and shall cause each Subsidiary
      Guarantor to, provide Agent with written notice of any Letters of Credit for
      which Borrower is the beneficiary.  Borrower shall execute and deliver
      (or cause to be executed or delivered) to Agent, all documents and agreements
      as
      Agent may require in order to obtain and perfect its security interest in such
      Letter of Credit Rights.

     

    6.18           Pledged
      Collateral:  In the event that any Capital Stock of a Subsidiary
      Guarantor is transferred to any Person (herein a "Transferee") as permitted
      hereunder, Borrower shall cause such Transferee to execute, and deliver to
      Agent, a collateral pledge agreement in form and substance substantially similar
      to the Collateral Pledge Agreement executed and delivered to Agent on the
      Closing Date.

     

    6.19           Management
      Agreements:  Borrower shall notify Agent in writing whenever
      Borrower or any Subsidiary Guarantor enters into a Management Agreement and
      directs Agent to unilaterally amend Schedule E to include such additional
      Management Agreement on Schedule E. 

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        
Borrower
        shall execute and deliver or cause such Subsidiary Guarantor to execute and
        deliver a Notice Letter with respect to such Management
        Agreement.

    

     

    6.20           Sponsored
      CDO Equity Interests: Borrower shall notify Agent in writing whenever
      Borrower or any Subsidiary Guarantor acquires any additional Sponsored CDO
      Equity Interests or Capital Stock of any Person and directs Agent to
      unilaterally amend Schedule “5.14(b)” to include the additional Sponsored CDO
      Equity Interests and such Capital Stock on Schedule “5.14(b)”. Borrower shall
      execute and deliver or cause such Subsidiary Guarantor to execute and deliver
      an
      amendment to the Sponsored CDO Pledge Agreement, granting Agent, for the ratable
      benefit of Secured Parties, a first priority security interest in such
      additional Sponsored CDO Equity Interests or Capital Stock.

     

    6.21           Access
      to Investor Reporting Service:  Borrower shall, and shall cause
      each Subsidiary Guarantor to, provide Agent with all codes necessary for Agent
      to access each investor reporting website such that Agent may obtain all
      information that each investor obtains with respect to Collateralized Debt
      Offerings.

     

    6.22           Bancorp
      Stock:  Borrower shall deliver, or caused to be delivered, to
      Agent, not later than five (5) days from the date of filing with the United
      States Securities and Exchange Commission, each updated prospectus for the
      Bancorp Stock.

     

    6.23           Trapeza:  Borrower
      shall cause (a) Trapeza Management to on a quarterly basis, make a Distribution
      of all management fees paid to Trapeza Management to the applicable Subsidiary
      Guarantor and (b) such Subsidiary Guarantor to deposit all such Distributions
      in
      a Deposit Account maintained by Borrower or such Subsidiary Guarantor with
      Agent. 

     

    SECTION
      7.  BORROWER'S NEGATIVE COVENANTS:  

     

            BORROWER
      COVENANTS THAT UNTIL ALL OF THE OBLIGATIONS ARE PAID AND SATISFIED IN FULL
      AND
      THE REVOLVING CREDIT AND EACH LETTER OF CREDIT HAS BEEN TERMINATED,
      THAT:

     

    7.1           Merger,
      Consolidation, Dissolution or Liquidation:

     

    (a)           Borrower
      shall not engage, and shall not permit any Subsidiary Guarantor to engage,
      in
      any Asset Sale other than: (i) so long as no Default or Event of Default exists
      or would exist after giving effect to such liquidation, liquidation of its
      investments in Collateralized Debt Offerings in the ordinary course of
      Borrower's or such Subsidiary Guarantor's business, the sale of Pledged
      Securities, the sale of Capital Stock of a Legacy Entity; (ii) equipment that
      is
      replaced by other equipment of comparable or superior quality and value within
      ninety (90) days of such Asset Sale; or (iii) the sale of Capital Stock of
      any
      Subsidiary Guarantor so long as such sale does not result in a Change of
      Control.

     

    (b)           Other
      than a dissolution of those entities set forth on Schedule G attached hereto,
      Borrower shall not, and shall not permit any Subsidiary Guarantor to, merge
      or
      consolidate with any other Person or engage in a division, conversion,
      dissolution or liquidation; provided however, that any Subsidiary Guarantor
      may
      merge or consolidate with a Person so long as (i) no Default or Event of Default
      exists, or would exist after giving effect to such merger 

     

    
      
        
        

      

      
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or
        consolidation; (ii) Borrower or such Subsidiary Guarantor is the surviving
        entity of any such merger or consolidation; and (iii) Lender has a first
        priority Lien on all of the assets and the Capital Stock of the surviving
        entity
        of any such merger or consolidation.

    

     

    7.2           Acquisitions:  Other
      than as permitted in Section 7.4(b) hereof, Borrower shall not acquire, and
      shall not permit any Subsidiary Guarantor to acquire, all or a material portion
      of the Capital Stock or assets of any Person in any transaction or in any series
      of related transactions or enter into any sale and leaseback transaction if
      a
      Significant Default exists or would exists after giving effect to such
      transaction.

     

    7.3           Liens
      and Encumbrances:  Borrower shall not, and shall not permit any
      Subsidiary Guarantor to: (i) execute a negative pledge agreement with any Person
      covering any of the Collateral, or (ii) cause or permit or agree or consent
      to
      cause or permit in the future (upon the happening of a contingency or
      otherwise), the Collateral, whether now owned or hereafter acquired, to be
      subject to a Lien or be subject to any claim except for Permitted
      Liens.


     

    7.4           Transactions
      With Affiliates; Subsidiaries:

     

    (a)           Except
      pursuant to the Management Agreements, as otherwise set forth on Schedule
      "7.4(a)" attached hereto and made part hereof or as otherwise permitted pursuant
      to Section 7.7 hereof, Borrower shall not, and shall not permit any Subsidiary
      Guarantor to, enter into any transaction with any Subsidiary or other Affiliate,
      including, without limitation, the purchase, sale, or exchange of Property,
      or
      the loaning or giving of funds to any Affiliate or any Subsidiary unless: (i)
      such Subsidiary or Affiliate is engaged in a business substantially related
      to
      the business conducted by Borrower, is a Borrower hereunder and the transaction
      is in the ordinary course of and pursuant to the reasonable requirements of
      Borrower's business and upon terms substantially the same and no less favorable
      to Borrower as it would obtain in a comparable arm's length transactions with
      any Person not an Affiliate or a Subsidiary, and so long as such transaction
      is
      not prohibited hereunder; or (ii) such transaction is intended for incidental
      administrative purposes.

     

    (b)           Borrower
      shall not, and shall not permit any Subsidiary Guarantor to, create or acquire
      any Subsidiary unless, (i) such Subsidiary becomes party to the Surety and
      Guaranty Agreement and Guarantor Security Agreement pursuant to documents in
      form and substance satisfactory to Lender or, Borrower otherwise provides an
      opinion of counsel that such Subsidiary is prohibited from becoming a Subsidiary
      Guarantor pursuant to its organization documents or any loan documents to which
      it is a party, and (ii) the Capital Stock of such Subsidiary is pledged to
      Lender.

     

    7.5           Guarantees:  Excepting
      the endorsement in the ordinary course of business of negotiable instruments
      for
      deposit or collection, Borrower shall not become or be liable, directly or
      indirectly, primary or secondary, matured or contingent, in any manner, whether
      as guarantor, surety, accommodation maker, or otherwise, for the existing or
      future Indebtedness of any kind of any Person if a Default or Event of Default
      exists or would result therefrom.

     

    7.6           Distributions,
      Bonuses and Other Indebtedness:  Borrower shall not, and shall not
      permit any Subsidiary Guarantor to:  (a) declare or pay or make any
      forms of Distribution to holders of Borrower's Capital Stock if a Significant
      Default exists or, after giving effect to such Distribution, 

     

    
      
        
        

      

      
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    would
      exist; (b) declare or pay any bonus compensation to its officers if a
      Significant Default exists or after giving effect to such payment would exist;
      (c) hereafter incur or become liable for any Indebtedness if a Significant
      Default exists or after giving effect to such Indebtedness would exist; (d)
      make
      any prepayments on any existing or future Indebtedness (other than the
      Obligations) if a Significant Default exists or, after giving effect to such
      prepayment would exist; or (e) make any payments on
      Subordinated Debt in violation of the subordination provisions
      thereof. 

     

    7.7           Loans
      and Investments:  a) Borrower shall not, and shall not permit any
      Subsidiary Guarantor to, make or have outstanding loans, advances, extensions
      of
      credit or capital contributions to, or investments in, any Person provided
      that
      if no Default or Event of Default exists or after giving effect thereto, would
      exist, Borrower and any Subsidiary Guarantor may make loans, advances,
      extensions of credit or capital contributions to, or investments in, any Person
      in the ordinary course of Borrower’s and such Subsidiary Guarantor’s business,
      including, but not limited to, loans or advances to fund both the equipment
      leasing and commercial loan contract business of Leaf and any wholly owned
      Subsidiary of Leaf, and the real estate investment business.

     

    b)           Borrower
      shall not permit the market value (as determined from Borrower’s financial
      statements) of Borrower’s direct investments in the equity preference shares in
      Collateralized Debt Offerings to exceed fifty percent (50%) of Borrower’s
      Consolidated Net Worth.

     

    7.8           Use
      of Lenders' Name:  Borrower shall not, and shall not permit any
      Subsidiary Guarantor to, use Lender's name in connection with any of its
      business operations.  Nothing herein contained is intended to permit
      or authorize Borrower or any Subsidiary Guarantor  to make any
      contract on behalf of Lender.

     

    7.9           Miscellaneous
      Covenants:

     

    (a)           Borrower
      shall not, and shall not permit any Subsidiary Guarantor to, become or be a
      party to any contract or agreement which at the time of becoming a party to
      such
      contract or agreement materially impairs Borrower's or any Subsidiary
      Guarantor's ability to perform under this Agreement, or under any other
      instrument, agreement or document to which Borrower or any Subsidiary Guarantor
      is a party or by which it is or may be bound.

     

    (b)           Borrower
      shall not, and shall not permit any Subsidiary Guarantor to, carry or purchase
      any "margin stock" within the meaning of Regulations U, T or X of the Board
      of
      Governors of the Federal Reserve System, 12 C.F.R., Chapter II.

     

    (c)           Borrower
      shall not, and shall not permit any Subsidiary Guarantor to, amend or modify
      any
      Management Agreement.

     

    7.10           Jurisdiction
      of Organization:  Neither Borrower nor any Subsidiary Guarantor
      shall change its jurisdiction of organization.

     

    7.11           Organization
      Documents: Borrower shall not, and shall not permit any Subsidiary Guarantor
      to, amend or modify any of its respective organizational documents, including
      its certificate of formation and operating agreement, in a manner which would
      be
      materially adverse to Secured Parties.

     

    
      
        
        

      

      
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    SECTION
      8.  DEFAULT

     

    8.1           Events
      of Default:  Each of the following events shall constitute an
      event of default ("Event of Default"):

     

    (a)           Payments
      - if Borrower fails to make any payment of principal on the date such payment
      is
      due and payable or fails to immediately reimburse any drawing under a Letter
      of
      Credit or fails to make any payment of interest within ten (10) days of the
      due
      date; or

     

    (b)           Other
      Charges - if Borrower fails to pay any other charges, fees, Expenses or
      other monetary obligations owing to Agent, Issuing Bank or any Lender arising
      out of or incurred in connection with this Agreement within ten (10) days of
      the
      date of any invoice; or

     

    (c)           Particular
      Covenant Defaults - if Borrower fails to perform, comply with or observe any
      covenant or undertaking contained in this Agreement and (other than with respect
      to the covenants contained in Sections 6.2(b), 6.8, 6.10 and 6.11 and Section
      7
      for which no cure period shall exist), such failure continues for twenty (20)
      Business Days after the occurrence thereof; or

     

    (d)           Financial
      Information - if any statement, report, financial statement, or certificate
      made or delivered by Borrower or any of its officers, employees or agents,
      to
      Agent or any Lender is not true and correct, in all material respects, when
      made; or

     

    (e)           Warranties
      or Representations - if any warranty, representation or other statement by
      or on behalf of Borrower or any Subsidiary Guarantor contained in or pursuant
      to
      this Agreement, the other Loan Documents or in any document, agreement or
      instrument furnished in compliance with, relating to, or in reference to this
      Agreement, is false, erroneous, or misleading in any material respect when
      made;
      or

     

    (f)           Agreements
      with Others - (i) if Borrower or any Subsidiary Guarantor shall default
      beyond any grace period in the payment of principal or interest of any
      Indebtedness in excess of Five Hundred Thousand Dollars ($500,000) in the
      aggregate; or (ii) if Borrower otherwise defaults under the terms of any such
      Indebtedness if the effect of such default is to enable the holder of such
      Indebtedness to accelerate the payment of Borrower's or any such Subsidiary
      Guarantor's obligations, which are the subject thereof, prior to the maturity
      date or prior to the regularly scheduled date of payment; or

     

    (g)           Other
      Agreements with Lenders - if Borrower or any Subsidiary Guarantor breaches
      or violates the terms of, or if a default (and expiration of any applicable
      cure
      period), or an Event of Default, occurs under, any Interest Hedging Instrument
      or any other existing or future agreement (related or unrelated) (including,
      without limitation, the other Loan Documents) between or among Borrower or
      any
      Subsidiary Guarantor and Agent, Issuing Bank or any Lender; or

     

    (h)           Judgments
      - if any final judgment for the payment of money in excess of Five Hundred
      Thousand Dollars ($500,000) in the aggregate (i) which is not fully and
      unconditionally covered by insurance or (ii) for which Borrower or any
      Subsidiary Guarantor has not established a cash or cash equivalent reserve
      in
      the full amount of such judgment, shall be rendered by a court of record against
      Borrower or any Subsidiary Guarantor and such judgment 

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        
shall
        continue unsatisfied and in effect for a period of sixty (60) consecutive
        days
        without being vacated, discharged, satisfied or bonded pending appeal;
        or

    

     

    (i)           Assignment
      for Benefit of Creditors, etc. - if Borrower or any Subsidiary Guarantor
      makes or proposes in writing, an assignment for the benefit of creditors
      generally, offers a composition or extension to creditors, or makes or sends
      notice of an intended bulk sale of any business or assets now or hereafter
      owned
      or conducted by  Borrower; or

     

    (j)           Bankruptcy,
      Dissolution, etc. - upon the commencement of any action for the dissolution
      or liquidation of Borrower or any Subsidiary Guarantor, or the commencement
      of
      any proceeding to avoid any transaction entered into by Borrower or any
      Subsidiary Guarantor, or the commencement of any case or proceeding for
      reorganization or liquidation of Borrower's or any Subsidiary
      Guarantor's  debts under the Bankruptcy Code or any other state or
      federal law, now or hereafter enacted for the relief of debtors, whether
      instituted by or against Borrower or any Subsidiary Guarantor;
providedhowever, that Borrower or any Subsidiary Guarantor shall
      have sixty (60) days to obtain the dismissal or discharge of involuntary
      proceedings filed against it, it being understood that during such sixty (60)
      day period, Lenders shall not be obligated to make Advances hereunder and
      Lenders may seek adequate protection in any bankruptcy proceeding;
      or

     

    (k)           Receiver
      - upon the appointment of a receiver, liquidator, custodian, trustee or similar
      official or fiduciary for any Borrower or any Subsidiary Guarantor or for
      Borrower's or any Subsidiary Guarantor's  Property; or

     

    (l)           Execution
      Process, etc. - the issuance of any execution or distraint process against
      any Property of Borrower or any Subsidiary Guarantor; or

     

    (m)           Termination
      of Business - if Borrower ceases any material portion of its business
      operations as presently conducted, or if any Subsidiary Guarantor ceases any
      material portion of its business operations as presently conducted except in
      the
      ordinary course its business following written notice to Lender; or

     

    (n)           Pension
      Benefits, etc. - if Borrower or any Subsidiary Guarantor fails to comply
      with ERISA so that proceedings are commenced to appoint a trustee under ERISA
      to
      administer Borrower's or any Subsidiary Guarantor's employee plans or the PBGC
      institutes proceedings to appoint a trustee to administer such plan(s), or
      a
      Lien is entered to secure any deficiency or claim or a "reportable event" as
      defined under ERISA occurs; or

     

    (o)           Investigations
      - any indication or evidence received by Agent or any Lender that reasonably
      leads it to believe Borrower or any Subsidiary Guarantor may have directly
      or
      indirectly been engaged in any type of activity which, would be reasonably
      likely to result in the forfeiture of any material property of Borrower or
      any
      Subsidiary Guarantor to any Governmental Authority; or

     

    (p)           Change
      of Control - if there shall occur a Change of Control; or

     

    (q)           Other
      Loan Documents - if any breach or default occurs, and is not cured during
      any applicable grace period, under any other Loan Documents or if the Surety
      and
      Guaranty Agreement, or any obligation to perform thereunder is terminated;
      or

     

    
      
        
        

      

      
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    (r)           Liens
      - if any Lien in favor of Agent shall cease to be valid, enforceable and
      perfected and prior to all other Liens other than Permitted Liens unless the
      failure of such Lien to be valid, enforceable and perfected and prior to all
      other Liens is the result of the negligence of Agent, or if Borrower or any
      Subsidiary Guarantor or any Governmental Authority shall assert any of the
      foregoing; or

     

    (s)           Other
      Loan Documents - if any other Person (other than Agent or any Lender) party
      to a Loan Document, breaches or violates any term, provision or condition of
      such Loan Document.

     

    8.2           Cure:  Nothing
      contained in this Agreement or the Loan Documents shall be deemed to compel
      Agent, Issuing Bank or any Lender to accept a cure of any Event of Default
      hereunder.

     

    8.3           Rights
      and Remedies on Default:

     

    (a)           In
      addition to all other rights, options and remedies granted or available to
      Agent, Issuing Bank or Lenders under this Agreement or the Loan Documents,
      or
      otherwise available at law or in equity, upon or at any time after the
      occurrence and during the continuance of a Default or an Event of Default,
      Agent
      may, in its discretion, direct Lenders, and the Majority Lenders shall have
      the
      option to instruct Agent to direct Lenders, to, withhold or cease making
      Advances under the Revolving Credit.

     

    (b)           In
      addition to all other rights, options and remedies granted or available to
      Agent
      under this Agreement or the Loan Documents (each of which is also then
      exercisable by Agent), Agent may, in its discretion, or at the written direction
      of Majority Lenders shall, upon or at any time after the occurrence and during
      the continuance of an Event of Default, terminate the Revolving Credit and
      declare the Obligations (other than Obligations arising under an Interest
      Hedging Instrument) immediately due and payable, all without demand, notice,
      presentment or protest or further action of any kind (it also being understood
      that the occurrence of any of the events or conditions set forth in Sections
      8.1(i),(j) or (k) shall automatically cause an acceleration of the Obligations
      (other than Obligations arising under an Interest Hedging
      Instrument)).

     

    (c)           In
      addition to all other rights, options and remedies granted or available to
      Agent, under this Agreement or the Loan Documents (each of which is also then
      exercisable by Agent), upon or at any time after the occurrence and during
      the
      continuance of an Event of Default Agent may, in its discretion, or at the
      written direction of Majority Lenders shall, direct Borrower to deliver and
      pledge to Agent, for the ratable benefit of Agent, all Lenders and Issuing
      Bank,
      cash collateral in the amount of all outstanding Letters of Credit.

     

    (d)           In
      addition to all other rights, options and remedies granted or available to
      Agent
      under this Agreement or the Loan Documents (each of which is also then
      exercisable by Agent), Agent may, or at the written direction of Majority
      Lenders shall, upon or at any time following the occurrence of an Event of
      Default, exercise all rights under the UCC and any other applicable law or
      in
      equity, and under all Loan Documents permitted to be exercised after the
      occurrence of an Event of Default, including the following rights and remedies
      (which list is given by way of example and is not intended to be an exhaustive
      list of all such rights and remedies):

     

    
      
        
        

      

      
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    (i)           The
      right to take possession of, send notices regarding and collect directly the
      Collateral, with or without judicial process (including without limitation
      the
      right to notify the United States postal authorities to redirect mail addressed
      to Borrower to an address designated by Agent); or

     

    (ii)           By
      its own means or with judicial assistance, enter Borrower's premises and take
      possession of the Collateral, or render it unusable, or dispose of the
      Collateral on such premises in compliance with subsection (e) below, without
      any
      liability for rent, storage, utilities or other sums, and Borrower shall not
      resist or interfere with such action; or

     

    (iii)           Require
      Borrower at Borrower's expense to assemble all or any part of the Collateral
      and
      make it available to Agent at any place designated by Agent; or

     

    (iv)           The
      right to reduce the Maximum Revolving Credit Amount or Borrowing Base or to
      modify the terms and conditions upon which Agent, on behalf of Lenders, or
      Lenders may be willing to consider making Advances under the Credit Facility;
      or

     

    (v)           The
      right to enjoin any violation of Section 7.1, it being agreed that Lenders
      remedies at law are inadequate.

     

    (e)           Borrower
      hereby authorizes Agent, as secured party, to make any necessary filings under
      Rule 144 of the Securities Act in order to sell the Pledged Securities upon
      an
      Event of Default.

     

    (f)           Borrower
      hereby agrees that a notice received by it at least seven (7) days before the
      time of any intended public sale or of the time after which any private sale
      or
      other disposition of the Collateral is to be made, shall be deemed to be
      reasonable notice of such sale or other disposition.  If permitted by
      applicable law, any perishable inventory or Collateral which threatens to
      speedily decline in value or which is sold on a recognized market may be sold
      immediately by Agent without prior notice to Borrower.  Borrower
      covenants and agrees not to interfere with or impose any obstacle to Agent's
      exercise of its rights and remedies with respect to the Collateral, after the
      occurrence of an Event of Default hereunder.  Agent shall have no
      obligation to clean up or prepare the Collateral for sale.  If Agent
      sells any of the Collateral upon credit, Borrower will only be credited with
      payments actually made by the purchaser thereof, that are received by
      Agent.  Agent may, in connection with any sale of the Collateral
      specifically disclaim any warranties of title or the like.

     

    8.4           Nature
      of Remedies:  All rights and remedies granted Agent, Issuing Bank
      or Lenders hereunder and under the Loan Documents, or otherwise available at
      law
      or in equity, shall be deemed concurrent and cumulative, and not alternative
      remedies, and Agent may proceed with any number of remedies at the same time
      until all Obligations are satisfied in full.  The exercise of any one
      right or remedy shall not be deemed a waiver or release of any other right
      or
      remedy, and Agent, upon or at any time after the occurrence of an Event of
      Default, may proceed against Borrower, any Subsidiary Guarantor or any of the
      Collateral, at any time, under any agreement, with any available remedy and
      in
      any order.

     

    8.5           Set-Off:

     

    
      
        
        

      

      
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    (a)           In
      addition to all other rights, options and remedies granted or available to
      Agent
      under this Agreement or the Loan Documents (each of which is also then
      exercisable by Agent), upon or at any time after the occurrence and during
      the
      continuance of an Event of Default, Agent or any Lenders (and any participant)
      shall have and be deemed to have, without notice to Borrower, the immediate
      right of set-off against any bank account of Borrower with Agent or any Lender,
      or of Borrower with any other subsidiary or Affiliate of Commerce Bancorp or
      any
      participant and may apply the funds or amount thus set-off against any of
      Borrower's Obligations hereunder;

     

    (b)           If
      any bank account of Borrower with any Lender, any other subsidiary or Affiliate
      of Commerce Bancorp or any participant is attached or otherwise liened or levied
      upon by any third party, Agent or such Lender (and such participant) or
      Affiliate shall have and be deemed to have, without notice to Borrower, the
      immediate right of set-off and may apply the funds or amount thus set-off
      against any of Borrower's Obligations hereunder.

     

    SECTION
      9.  AGENT

     

    9.1           Appointment
      and Authority:  (a)  Each Lender and Issuing Bank hereby
      irrevocably appoints Commerce Bank, N.A. to act on its behalf as Agent hereunder
      and under the other Loan Documents and authorizes Agent to take such actions
      on
      its behalf and to exercise such powers as are delegated to Agent by the terms
      hereof or thereof, together with such actions and powers as are reasonably
      incidental thereto.  The provisions of this Article are solely for the
      benefit of Agent, Lenders and Issuing Bank, and no Borrower or Subsidiary
      Guarantor shall have rights as a third party beneficiary of any of such
      provisions.

     

    (b)           Agent
      shall also act as the “collateral agent” under the Loan Documents, and
      each Lender (in its capacities as a Lender and potential provider of an Interest
      Hedging Instrument) and Issuing Bank hereby irrevocably appoints and authorizes
      Agent to act as Agent of such Lender and Issuing Bank for purposes of acquiring,
      holding and enforcing any and all Liens on Collateral granted by Borrower or
      any
      Subsidiary Guarantor to secure any of the Obligations, together with such powers
      and discretion as are reasonably incidental thereto.  In this
      connection, Agent, as “collateral agent” and any co-agents, sub-agents and
      attorneys-in-fact appointed by Agent pursuant to Section 9.5 for purposes of
      holding or enforcing any Lien on the Collateral (or any portion thereof) granted
      under the Loan Documents, or for exercising any rights and remedies thereunder
      at the direction of Agent), shall be entitled to the benefits of all provisions
      of this Section 9 and Section 10 (including Section 10.4), as though such
      co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under
      the Loan Documents) as if set forth in full herein with respect
      thereto.

     

    9.2           Rights
      as a Lender:  The Person serving as Agent hereunder shall have the
      same rights and powers in its capacity as a Lender as any other Lender and
      may
      exercise the same as though it were not Agent and the term “Lender” or “Lenders”
shall, unless otherwise expressly indicated or unless the context otherwise
      requires, include the Person serving as Agent hereunder in its individual
      capacity.  Such Person and its Affiliates may accept deposits from,
      lend money to, act as the financial advisor or in any other advisory capacity
      for and generally engage in any kind of business with Borrower, any Subsidiary
      Guarantor or other Subsidiary or Affiliate thereof as if such Person were not
      Agent hereunder and without any duty to account therefor to any
      Lender.

     

    9.3           Exculpatory
      Provisions:  Agent shall not have any duties or obligations except
      those 

     

    
      
        
        

      

      
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expressly
        set forth herein and in the other Loan Documents.  Without limiting
        the generality of the foregoing, Agent:

    

     

    (a)           shall
      not be subject to any fiduciary or other implied duties, regardless of whether
      a
      Default or Event of Default has occurred and is continuing;

     

    (b)           shall
      not have any duty to take any discretionary action or exercise any discretionary
      powers, except discretionary rights and powers expressly contemplated hereby
      or
      by the other Loan Documents that Agent is required to exercise as directed
      in
      writing by Majority Lenders (or such other number or percentage of Lenders
      as
      shall be expressly provided for herein or in the other Loan Documents), provided
      that Agent shall not be required to take any action that, in its opinion or
      the
      opinion of its counsel, may expose Agent to liability or that is contrary to
      any
      Loan Document or applicable law; and

     

    (c)           shall
      not, except as expressly set forth herein and in the other Loan Documents,
      have
      any duty to disclose, and shall not be liable for the failure to disclose,
      any
      information relating to Borrower, any Subsidiary Guarantor or any other
      Subsidiary or Affiliate thereof that is communicated to or obtained by the
      Person serving as Agent or any of Agent’s Affiliates in any
      capacity.

     

    Agent
      shall not be liable for any action taken or not taken by it (i) with the consent
      or at the request of Majority Lenders (or such other number or percentage of
      Lenders as shall be necessary, or as Agent shall believe in good faith shall
      be
      necessary, under the circumstances as provided in Sections 10.11 and 8.3) or
      (ii) in the absence of its own gross negligence or willful
      misconduct.  Agent shall be deemed not to have knowledge of any
      Default of Event of Default unless and until notice describing such Default
      or
      Event of Default is given to Agent by Borrower, a Lender or Issuing
      Bank.

    


    Agent
      shall not be responsible for or have any duty to ascertain or inquire into
      or
      pass upon (i) any statement, warranty or representation made in or in connection
      with this Agreement or any other Loan Document, (ii) the contents of any
      certificate, report or other document delivered hereunder or thereunder or
      in
      connection herewith or therewith, (iii) the performance or observance of
      any of the covenants, agreements or other terms or conditions set forth herein
      or therein or the occurrence of any Default of Event of Default, (iv) the
      validity, enforceability, effectiveness or genuineness of this Agreement, any
      other Loan Document or any other agreement, instrument or document, or the
      creation, perfection or priority of any Lien purported to be created by the
      Loan
      Documents, (v) the value or the sufficiency of any Collateral, or (v) the
      satisfaction of any condition set forth in Section 4 or elsewhere herein, other
      than to confirm receipt of items expressly required to be delivered to
      Agent.

     

    9.4           Reliance
      by Agent:  Agent shall be entitled to rely upon, and shall not
      incur any liability for relying upon, any notice, request, certificate, consent,
      statement, instrument, document or other writing (including any electronic
      message, Internet or intranet website posting or other distribution) believed
      by
      it to be genuine and to have been signed, sent or otherwise authenticated by
      the
      proper Person.  Agent also may rely upon any statement made to it
      orally or by telephone and believed by it to have been made by the proper
      Person, and shall not incur any liability for relying thereon.  In
      determining compliance with any condition hereunder to the making of a Loan,
      or
      the issuance of a Letter of Credit, that by its terms must be fulfilled to
      the
      satisfaction of a Lender or 

     

    
      
        
        

      

      
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    Issuing
      Bank, Agent may presume that such condition is satisfactory to such Lender
      or
      Issuing Bank unless Agent shall have received notice to the contrary from such
      Lender or Issuing Bank prior to the making of such Loan or the issuance of
      such
      Letter of Credit.  Agent may consult with legal counsel (who may be
      counsel for Borrower), independent accountants and other experts selected by
      it,
      and shall not be liable for any action taken or not taken by it in accordance
      with the advice of any such counsel, accountants or experts.

     

    9.5           Delegation
      of Duties:  Agent may perform any and all of its duties and
      exercise its rights and powers hereunder or under any other Loan Document by
      or
      through any one or more sub-agents appointed by Agent.  Agent and any
      such sub-agent may perform any and all of its duties and exercise its rights
      and
      powers by or through their respective Affiliates.  The exculpatory
      provisions of this Section 9 shall apply to any such sub-agent and to the
      Affiliates of Agent and any such sub-agent, and shall apply to their respective
      activities in connection with the syndication of the credit facilities provided
      for herein as well as activities as Agent.

     

    9.6           Resignation
      of Agent:  Agent may at any time give notice of its resignation to
      Lenders, Issuing Bank and Borrower.  Upon receipt of any such notice
      of resignation, Majority Lenders shall have the right, in consultation with
      Borrower, to appoint a successor, which shall be a bank with an office in the
      United States, or an Affiliate of any such bank with an office in the United
      States.  If no such successor shall have been so appointed by Majority
      Lenders and shall have accepted such appointment within 30 days after the
      retiring Agent gives notice of its resignation, then the retiring Agent may
      on
      behalf of Lenders and Issuing Bank, appoint a successor Agent meeting the
      qualifications set forth above; provided that if Agent shall notify Borrower,
      Issuing Bank and Lenders that no qualifying Person has accepted such
      appointment, then such resignation shall nonetheless become effective in
      accordance with such notice and (a)  retiring Agent shall be discharged
      from its duties and obligations hereunder and under the other Loan Documents
      (except that in the case of any collateral security held by Agent on behalf
      of
      Lenders or Issuing Bank under any of the Loan Documents, retiring Agent shall
      continue to hold such collateral security until such time as a successor Agent
      is appointed) and (b) all payments, communications and determinations
      provided to be made by, to or through Agent shall instead be made by or to
      each
      Lender and Issuing Bank directly, until such time as Majority Lenders appoint
      a
      successor Agent as provided for above in this Section.  Upon the
      acceptance of a successor’s appointment as Agent hereunder, such successor shall
      succeed to and become vested with all of the rights, powers, privileges and
      duties of the retiring (or retired) Agent, and the retiring Agent shall be
      discharged from all of its duties and obligations hereunder or under the other
      Loan Documents (if not already discharged therefrom as provided above in this
      Section).  The fees payable by Borrower to a successor Agent shall be
      the same as those payable to its predecessor unless otherwise agreed between
      Borrower and such successor.  After the retiring Agent’s resignation
      hereunder and under the other Loan Documents, the provisions of this Section
      9
      and Section 10.6 shall continue in effect for the benefit of such retiring
      Agent, its sub-agents and their respective Affiliates in respect of any actions
      taken or omitted to be taken by any of them while the retiring Agent was acting
      as Agent.

     

    9.7           Non-Reliance
      on Agent and Other Lenders:  Each Lender and Issuing Bank
      acknowledges that it has, independently and without reliance upon Agent or
      any
      other Lender or any of their Affiliates and based on such documents and
      information as it has deemed appropriate, made its own credit analysis and
      decision to enter into this Agreement.  Each Lender and Issuing Bank
      also acknowledges that it will, independently and without reliance upon Agent
      or
      any other Lender or any of their Affiliates and based on such documents and
      information as it shall from time to time 

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        
deem
        appropriate, continue to make its own decisions in taking or not taking action
        under or based upon this Agreement, any other Loan Document or any related
        agreement or any document furnished hereunder or thereunder.

    

     

    9.8           No
      Other Duties, Etc.:  Anything herein to the contrary
      notwithstanding, the Arranger listed on the cover page hereof shall not have
      any
      powers, duties or responsibilities under this Agreement or any of the other
      Loan
      Documents, except in its capacity, as applicable, as Agent, a Lender or Issuing
      Bank hereunder.

     

    9.9           Agent
      May File Proofs of Claim:  In case of the pendency of any
      proceeding under the Bankruptcy Code or any other judicial proceeding relative
      to Borrower or any Subsidiary Guarantor, Agent (irrespective of whether the
      principal of any Loan or L/C Obligation shall then be due and payable as herein
      expressed or by declaration or otherwise and irrespective of whether Agent
      shall
      have made any demand on Borrower or any Subsidiary Guarantor) shall be entitled
      and empowered, by intervention in such proceeding or otherwise

     

    (a)           to
      file and prove a claim for the whole amount of the principal and interest owing
      and unpaid in respect of the Loans, L/C Obligations and all other Obligations
      that are owing and unpaid and to file such other documents as may be necessary
      or advisable in order to have the claims of Lenders, Issuing Bank and Agent
      (including any claim for the reasonable compensation, expenses, disbursements
      and advances of Lenders, Issuing Bank and Agent and their respective agents
      and
      counsel and all other amounts due Lenders, Issuing Bank and Agent under this
      Agreement) allowed in such judicial proceeding; and

     

    (b)           to
      collect and receive any monies or other property payable or deliverable on
      any
      such claims and to distribute the same;

     

    and
      any
      custodian, receiver, assignee, trustee, liquidator, sequestrator or other
      similar official in any such judicial proceeding is hereby authorized by each
      Lender and Issuing Bank to make such payments to Agent and, if Agent shall
      consent to the making of such payments directly to Lenders and Issuing Bank,
      to
      pay to Agent any amount due for the reasonable compensation, expenses,
      disbursements and advances of Agent and its agents and counsel, and any other
      amounts due Agent under this Agreement.

     

    9.10           Collateral
      and Guaranty Matters:   Lenders and Issuing Bank irrevocably
      authorize Agent, at its option and in its discretion,

     

    (a)           to
      release any Lien on any property granted to or held by Agent under any Loan
      Document (i) upon termination of the Revolving Credit and payment in full of
      all
      Obligations (other than contingent indemnification obligations) and the
      expiration or termination (or cash collateralization) of all Letters of Credit,
      (ii) that is sold or to be sold as part of or in connection with any sale
      permitted hereunder or under any other Loan Document, or (iii) as permitted
      under Section 3.8 or (iv)  if approved, authorized or ratified in
      writing in accordance with Section 10.11;

     

    (b)           to
      release any Subsidiary Guarantor from its obligations under the Guaranty if
      such
      Person ceases to be a Subsidiary as a result of a transaction permitted
      hereunder; and

     

    (c)           to
      subordinate any Lien on any property granted to or held by Agent under any
      Loan
      Document to the holder of any Lien on such property that is permitted by Section
      7.3.

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        
Upon
        request by Agent at any time, Majority Lenders will confirm in writing Agent’s
        authority to release or subordinate its interest in particular types or items
        of
        property, or to release any Subsidiary Guarantor from its obligations under
        the
        Surety and Guaranty Agreement pursuant to this Section 9.10.  In each
        case as specified in this Section 9.10, Agent will, at Borrower’s expense,
        execute and deliver such documents as may reasonably request to evidence
        the
        release of such item of Collateral from the assignment and security interest
        granted under the Loan Documents or to subordinate its interest in such item,
        or
        to release such Subsidiary Guarantor from its obligations under the Surety
        and
        Guaranty Agreement, in each case in accordance with the terms of the Loan
        Documents and this Section 9.10.

    

    


    9.11           Action
      on Instructions of Lenders:  With respect to any provision of this
      Agreement, or any issue arising there under, concerning which Agent is
      authorized to act or withhold action by direction of all Lenders (or as the
      case
      may be under this Agreement, the Majority Lenders), Agent shall in all cases
      be
      fully protected in so acting, or in so refraining from acting, hereunder in
      accordance with written instructions signed by all Lenders (or as the case
      may
      be under this Agreement, the Majority Lenders).  Such instructions and
      any action taken or failure to act pursuant thereto shall be binding on all
      Lenders.

     

    9.12           Designation
      of additional Agents:

     

    The
      parties hereto covenant and agree Commerce shall be the Agent, and that no
      additional party designated as a syndication agent, documentation agent,
      collateral agent or in any other agent capacity (each such person an “Additional
      Agent”) shall, except in the case of the appointment of a successor Agent in
      accordance with Section 9.6 hereof, have any rights, duties, responsibilities,
      obligations, liabilities, responsibilities or duties, except for those received,
      undertaken or incurred by such party in its capacity as a Lender hereunder,
      if
      applicable.  No duty, responsibility, right or option granted to Agent
      herein is delegated or transferred, in whole or in part, to any Additional
      Agent
      and no compensation payable to Agent shall be shared with, or paid to, any
      such
      Additional Agent. No Additional Agent shall be entitled to any fees or
      reimbursement of Expenses except as such Additional Agent shall otherwise be
      entitled in its capacity as a Lender.  Notwithstanding anything to the
      contrary contained in this Agreement, no amendment to this Section 9.12 shall
      be
      effective without the written consent of Agent

     

    SECTION
      10.  MISCELLANEOUS

     

    10.1           GOVERNING
      LAW:  THIS AGREEMENT, AND ALL MATERS ARISING OUT OF OR RELATING TO
      THIS AGREEMENT, AND ALL RELATED AGREEMENTS AND DOCUMENTS, SHALL BE GOVERNED
      BY
      AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE COMMONWEALTH OF
      PENNSYLVANIA. THE PROVISIONS OF THIS AGREEMENT AND ALL OTHER AGREEMENTS AND
      DOCUMENTS REFERRED TO HEREIN ARE TO BE DEEMED SEVERABLE, AND THE INVALIDITY
      OR
      UNENFORCEABILITY OF ANY PROVISION SHALL NOT AFFECT OR IMPAIR THE REMAINING
      PROVISIONS WHICH SHALL CONTINUE IN FULL FORCE AND EFFECT.

     

    10.2           Integrated
      Agreement:  The Loan Documents, all related agreements, and this
      Agreement shall be construed as integrated and complementary of each other,
      and
      as augmenting and not restricting Lenders', Issuing Bank's and Agent's rights
      and remedies.  If, after applying the 

     

    
      
        
        

      

      
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`foregoing,
        an inconsistency still exists, the provisions of this Agreement shall constitute
        an amendment thereto and shall control.

    

     

    10.3           Waiver:  No
      omission or delay by Secured Parties in exercising any right or power under
      this
      Agreement or any related agreements and documents will impair such right or
      power or be construed to be a waiver of any default, or Event of Default or
      an
      acquiescence therein, and any single or partial exercise of any such right
      or
      power will not preclude other or further exercise thereof or the exercise of
      any
      other right, and as to Borrower no waiver will be valid unless in writing and
      signed by Agent and such Lenders (as required pursuant to Section 10.11) and
      then only to the extent specified.

     

    10.4           Expenses;
      Indemnity:  (a) Borrower shall pay (i) all reasonable
      out-of-pocket expenses incurred by Agent and Agent’s Affiliates (including the
      reasonable fees, charges and disbursements of counsel for Agent), in connection
      with the syndication of the credit facilities provided for herein, the
      preparation, negotiation, execution, delivery and administration of this
      Agreement and the other Loan Documents or any amendments, modifications or
      waivers of the provisions hereof or thereof (whether or not the transactions
      contemplated hereby or thereby shall be consummated), (ii) all reasonable
      out-of-pocket expenses incurred by Issuing Bank in connection with the issuance,
      amendment, renewal or extension of any Letter of Credit or any demand for
      payment thereunder and (iii) all out-of-pocket expenses incurred by Agent,
      any Lender or Issuing Bank (including the fees, charges and disbursements of
      any
      counsel for Agent, any Lender or Issuing Bank) in connection with the
      enforcement or protection of its rights (A) under or related to this Agreement
      and the other Loan Documents, including its rights under this Section, or (B)
      in
      connection with Loans made or Letters of Credit issued hereunder, including
      all
      such out-of-pocket expenses incurred during any workout, restructuring or
      negotiations in respect of such Loans or Letters of Credit (all such
      out-of-pocket expenses, fees, charges and disbursements are referred to herein
      collectively, as “Expenses”).

     

    (b)           Indemnification
      by the Borrowers.  Borrower shall indemnify Agent (and any
      sub-agent thereof), each Lender and Issuing Bank, and each of their respective
      officers, employees, agents, sub-agents and attorneys (each such Person being
      called an “Indemnitee”) against, and hold each Indemnitee harmless from,
      any and all losses, claims, damages, liabilities and related expenses (including
      the fees, charges and disbursements of any counsel for any
      Indemnitee), incurred by any Indemnitee or asserted against any
      Indemnitee by any third party or by Borrower or any Subsidiary Guarantor arising
      out of, in connection with, or as a result of (i) the execution or delivery
      of this Agreement, any other Loan Document or any agreement or instrument
      contemplated hereby or thereby, the performance by the parties hereto of their
      respective obligations hereunder or thereunder or the consummation of the
      transactions contemplated hereby or thereby, or, in the case of Agent (and
      any
      sub-agent thereof) and its Indemnitees only, the administration of this
      Agreement and the other Loan Documents, (ii) any Loan or Letter of Credit
      or the use or proposed use of the proceeds therefrom (including any refusal
      by
      Issuing Bank to honor a demand for payment under a Letter of Credit if the
      documents presented in connection with such demand do not strictly comply with
      the terms of such Letter of Credit), (iii) any violation of any Requirement
      of Law by Borrower or any Subsidiary Guarantor, or (iv) any actual or
      prospective claim, litigation, investigation or proceeding relating to any
      of
      the foregoing, whether based on contract, tort or any other theory, whether
      brought by a third party (including any creditor of Borrower or any Subsidiary
      Guarantor) or by Borrower or any Subsidiary Guarantor or any of Borrower’s or
      any Subsidiary Guarantor’s directors, shareholders or creditors, and regardless
      of whether any Indemnitee is a party thereto; 

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        
provided
        that such indemnity shall not, as to any Indemnitee, be available to the
        extent
        that such losses, claims, damages, liabilities or related expenses (x) are
        determined by a court of competent jurisdiction by final and nonappealable
        judgment to have resulted from the gross negligence or willful misconduct
        of
        such Indemnitee or (y) result from a claim brought by Borrower or any
        Subsidiary Guarantor against an Indemnitee for breach in bad faith of such
        Indemnitee's obligations hereunder or under any other Loan Document, if such
        Borrower or such Subsidiary Guarantor has obtained a final and nonappealable
        judgment in its favor on such claim as determined by a court of competent
        jurisdiction.

    

     

    (c)           To
      the extent that Borrower for any reason fails to indefeasibly pay any amount
      required under subsection (a) or (b) of this Section to be paid by it
      to Agent (or any sub-agent thereof), Issuing Bank or any Indemnitee of any
      of
      the foregoing, each Lender severally agrees to pay to Agent (or any such
      sub-agent), Issuing Bank or such Indemnitee, as the case may be, such Lender’s
      Pro-Rata Percentage (determined as of the time that the applicable unreimbursed
      expense or indemnity payment is sought) of such unpaid amount, provided
      that the unreimbursed expense or indemnified loss, claim, damage, liability
      or
      related expense, as the case may be, was incurred by or asserted against Agent
      (or any such sub-agent) or Issuing Bank in its capacity as such, or against
      any
      Indemnitee of any of the foregoing acting for Agent (or any such sub-agent)
      or
      Issuing Bank in connection with such capacity.  The obligations of
      Lenders under this subsection (c) are several and not joint.

     

    10.5           Time:  Whenever
      Borrower shall be required to make any payment, or perform any act, on a day
      which is not a Business Day, such payment may be made, or such act may be
      performed, on the next succeeding Business Day.  Time is of the
      essence in the performance under all provisions of this Agreement and all
      related agreements and documents.

     

    10.6           Consequential
      Damages:  Neither Agent, Issuing or any Lender nor any agent or
      attorney of Agent, Issuing or any Lender, shall be liable for any consequential
      damages arising from any breach of contract, tort or other wrong relating to
      the
      establishment, administration or collection of the Obligations.

     

    10.7           Brokerage:  This
      transaction was brought about and entered into by Agent, Lenders and Borrower
      acting as principals and without any brokers, agents or finders being the
      effective procuring cause hereof.  Borrower represents that it has not
      committed Agent or any Lender to the payment of any brokerage fee, commission
      or
      charge in connection with this transaction.  If any such claim is made
      on Agent or any Lender by any broker, finder or agent or other person, Borrower
      hereby indemnifies, defends and saves such party harmless against such claim
      and
      further will defend, with counsel satisfactory to Agent, any action or actions
      to recover on such claim, at Borrower's own cost and expense, including such
      party's reasonable counsel fees.  Borrower further agrees that until
      any such claim or demand is adjudicated in such party's favor, the amount
      demanded shall be deemed a liability of Borrower under this
      Agreement.

     

    10.8           Notices:

     

    (a)           Any
      notice or request hereunder may be given to Borrower or to Agent or any Lender
      at their respective addresses set forth below or at such other address as may
      hereafter be specified in a notice designated as a notice of change of address
      under this Section.  Any notice, request, demand, direction or other
      communication (for purposes of this Section 10.8 only, a 

    
      
        
        

      

      
        62

        
          

        

      

      
        
        
“Notice”)
        to be given to or made upon any party hereto under any provision of this
        Agreement shall be given or made by telephone or in writing (which includes
        by
        means of electronic transmission (i.e., “e-mail”) or facsimile transmission or
        by setting forth such Notice on a site on the World Wide Web (a “Website
        Posting”) if Notice of such Website Posting (including the information necessary
        to access such site) has previously been delivered to the applicable parties
        hereto by another means set forth in this Section 10.8) in accordance with
        this
        Section 10.8.  Any such Notice must be delivered to the applicable
        parties hereto at the addresses and numbers set forth under their respective
        names set forth herein or in accordance with any subsequent unrevoked Notice
        from any such party that is given in accordance with this Section
        10.8.  Any Notice shall be effective:

    

     

    (b)           In
      the case of hand-delivery, when delivered;

     

    (c)           If
      given by mail, four days after such Notice is deposited with the United States
      Postal Service, with first-class postage prepaid, return receipt
      requested;

     

    (d)           In
      the case of a telephonic Notice, when a party is contacted by telephone, if
      delivery of such telephonic Notice is confirmed no later than the next Business
      Day by hand delivery, a facsimile or electronic transmission, a Website Posting
      or an overnight courier delivery of a confirmatory Notice (received at or before
      noon on such next Business Day);

     

    (e)           In
      the case of a facsimile transmission, when sent to the applicable party’s
      facsimile machine’s telephone number, if the party sending such Notice receives
      confirmation of the delivery thereof from its own facsimile
      machine;

     

    (f)           In
      the case of electronic transmission, when actually received;

     

    (g)           In
      the case of a Website Posting, upon delivery of a Notice of such posting
      (including the information necessary to access such site) by another means
      set
      forth in this Section 10.8; and

     

    (h)           If
      given by any other means (including by overnight courier), when actually
      received.:

     

    


    
      	
               

            	
              If
                to Agent to:

            	
              Commerce
                Bank, N.A.

            


    

    
      	
               

            	
              1701
                Route 70 East

            


    

    
      	
               

            	
              Cherry
                Hill, NJ 08034

            


    

    
      	
               

            	
              Attn:
                Gerard L. Grady

            


    

    
      	
               

            	
              Telecopier:  856-751-6884

            


    

    


    
      	
               

            	
              With
                copies to:

            	
              Blank
                Rome LLP

            


    

    
      	
               

            	
              One
                Logan Square

            


    

    
      	
               

            	
              Philadelphia,
                PA  19103

            


    

    
      	
               

            	
              Attn:  Steven
                M. Miller

            


    

    
      	
               

            	
              Telecopier:  215-569-5522

            


    

    


    
      	
               

            	
              If
                to Borrower to:

            	
              Resource
                America, Inc.

            


    

    
      	
               

            	
              One
                Crescent Drive, Suite 203

            


    

    
      	
               

            	
              Navy
                Yard Corporate Center

            


    

    
      	
               

            	
              Philadelphia,
                PA 19112

            


    

    
      	
               

            	
              Attn:  Thomas
                C. Elliott

            


    

    
      	
               

            	
              Telecopier:  215-546-7845

            


    

    


    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    

    


    
      	
               

            	
              With
                copies to:

            	
              Ledgewood

            


    

    
      	
               

            	
              1900
                Market Street, Suite 750

            


    

    
      	
               

            	
              Philadelphia,
                PA 19103

            


    

    
      	
               

            	
              Attn:  Paula
                Baiman Brown

            


    

    
      	
               

            	
              Telecopier:  215-735-2513

            


    

    


    
      	
               

            	
              If
                to Lenders:

            	
              to
                the addresses set forth on Schedule
                A

            


    

    


    (i)           Agent
      shall be fully entitled to rely upon any facsimile transmission, e-mail, or
      other writing purported to be sent by any Authorized Officer (whether requesting
      an Advance or otherwise) as being genuine and authorized.

     

    10.9           Headings:  The
      headings of any paragraph or Section of this Agreement are for convenience
      only
      and shall not be used to interpret any provision of this Agreement.

     

    10.10                      Survival:  All
      warranties, representations, and covenants made by Borrowers herein, or in
      any
      agreement referred to herein or on any certificate, document or other instrument
      delivered by it or on its behalf under this Agreement, shall be considered
      to
      have been relied upon by Agent and Lenders, and shall survive the delivery
      to
      Lenders of the Revolving Credit Notes regardless of any investigation made
      by
      Lenders or on their behalf.  All statements in any such certificate or
      other instrument prepared and/or delivered for the benefit of Agent and any
      and
      all Lenders shall constitute warranties and representations by Borrowers
      hereunder.  Except as otherwise expressly provided herein, all
      covenants made by Borrowers hereunder or under any other agreement or instrument
      shall be deemed continuing until all Obligations are satisfied in
      full.   All indemnification obligations under this Agreement,
      including under Section 2.2, 2.10, 2.14, 2.15, 2.16, 6.5, 10.4 and 10.7, shall
      survive the termination of this Agreement and payment of the Obligations for
      a
      period of two (2) years.

     

    10.11                      Amendments:

     

    (a)           Neither
      the amendment or waiver of any provision of this Agreement or any other Loan
      Document (other than Letter of Credit Documents), nor the consent to any
      departure by Borrower therefrom, shall in any event be effective unless the
      same
      shall be in writing and signed by Majority Lenders (or by Agent at the direction
      of Majority Lenders), or if Lenders shall not be parties thereto, by the parties
      thereto and consented to by Majority Lenders, and each such amendment, waiver
      or
      consent shall be effective only in the specific instance and for the specific
      purpose for which given; provided that no amendment, waiver or consent shall
      do
      any of the following: (i) increase the Pro Rata Percentage of any Lender without
      the written consent of such Lender, (ii) except as otherwise expressly
      provided in this Agreement with respect to the floating nature of the Base
      Rate
      or Adjusted LIBOR Rate and except with respect to waiving the Default Rate,
      reduce the principal of, or interest on, any Note or any Reimbursement
      Obligations or any fees hereunder without the written consent of each Lender
      affected thereby, (iii) postpone any date fixed 

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        
for
        any
        payment in respect of principal of, or interest on, any Note or any
        Reimbursement Obligations or any fees hereunder without the written consent
        of
        each Lender affected thereby, (iv) amend or waive Section 2.12 or this Section
        10.11, or change the definition of Majority Lenders without the written consent
        of each Lender, (v) except as otherwise expressly provided in this Agreement,
        and other than in connection with the financing, refinancing, sale or other
        disposition of any Property of Borrower permitted under this Agreement, release
        any Liens in favor of Lenders on any portion of the Collateral in excess
        of
        $1,000,000 in any calendar year without the written consent of each Lender,
        (vi) permit Borrower or any Subsidiary Guarantor to delegate, transfer or
        assign any of its, obligations to any Lender without the written consent
        of each
        Lender, or (vii) release or compromise the obligations of Borrower or any
        Subsidiary Guarantor to any Lender; provided further, that no amendment,
        waiver
        or consent affecting the rights or duties of Agent or Issuing Bank under
        any
        Loan Document shall in any event be effective, unless in writing and signed
        by
        Agent and/or Issuing Bank, as applicable, in addition to Lenders required
        hereinabove to take such action.  Notwithstanding any of the foregoing
        to the contrary, the consent of Borrower shall not be required for any
        amendment, modification or waiver of the provisions of Section 9 of this
        Agreement.  In addition, Borrower and Lenders hereby authorize Agent
        to modify this Agreement by unilaterally amending or supplementing
        Schedule A, or Schedule B from time to time in the manner requested by
        Borrower, Agent or any Lender in order to reflect any assignments or transfers
        of the Loans as provided for hereunder and to amend Schedule C, Schedule
        D,
        Schedule E or Schedule 5.14(b) as permitted under Section 6.19 and 6.20;
        provided, however, that Agent shall promptly deliver a copy of any such
        modification to Borrower and each Lender.

    

     

    (b)           After
      an acceleration of the Obligations, Agent shall have the right, with
      communication (to the extent reasonably practicable under the circumstances)
      with all Lenders, to exercise or refrain from exercising any and all right,
      remedies, privileges and options under the Loan Documents and available at
      law
      or in equity to protect and enforce the rights of Lenders and collect the
      Obligations, including, without limitation, instituting and pursuing all legal
      actions against Borrower or any Subsidiary Guarantor or to collect the
      Obligations, or defending any and all actions brought by Borrower or any
      Subsidiary Guarantor or other Person;  or incurring Expenses or
      otherwise making expenditures to protect the Loans, the Collateral or Lenders'
      rights or remedies.

     

    (c)           To
      the extent Agent is required to obtain or otherwise elects to seek the consent
      of Lenders to an action Agent desires to take, if any Lender fails to notify
      Agent, in writing, of its consent or dissent to any request of Agent hereunder
      within ten (10) Business Days of such Lender's receipt of such request, such
      Lender shall be deemed to have given its consent thereto.

     

    (d)           Notwithstanding
      the fact that the consent of all Lenders is required in certain circumstances
      as
      set forth above, (i) each Lender is entitled to vote as such Lender sees
      fit on any bankruptcy reorganization plan that affects the Loans, and each
      Lender acknowledges that the provisions of Section 1126(c) of the
      Bankruptcy Code supersedes the unanimous consent provisions set forth herein
      and
      (ii) Majority Lenders may consent to allow Borrower or a Subsidiary Guarantor
      to
      use cash collateral in the context of a bankruptcy or insolvency
      proceeding.

     

    10.12                      Assignments
      and Participations:

     

    (a)           Borrower
      shall not have the right to assign or delegate their obligations and duties
      under this Agreement or any other Loan Documents or any interest therein except
      with the prior written consent of Agent and Lenders.

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

    (b)           Notwithstanding
      subsection (c) of this Section 10.12, nothing herein shall restrict, prevent
      or
      prohibit any Lender from (i) pledging or granting a security interest in its
      Loans hereunder to a Federal Reserve Bank in support of borrowings made by
      such
      Lender from such Federal Reserve Bank or (ii) granting assignments or
      participations in the Loans and/or commitments hereunder to its parent and/or
      to
      any Affiliate of such Lender or to any other existing Lender or Affiliate.
      Any
      Lender may make, carry or transfer Loans at, to or for the account of, any
      of
      its branch offices or the office of an Affiliate of such Lender except to the
      extent such transfer would result in increased costs to Borrowers.

     

    (c)           Each
      Lender may, with the consent of Agent (such consent not to be unreasonably
      withheld or delayed) and (if no Event of Default is outstanding) with the
      consent of Borrowers (such consent not to be unreasonably withheld or delayed),
      but without the consent of any other Lender, assign to one or more banks or
      other financial institutions all or a portion of its rights and obligations
      under this Agreement and the Notes; provided that (i) for each such assignment,
      the parties thereto shall execute and deliver to Agent, for its acceptance
      (if
      properly completed and executed in accordance with the terms hereof) and
      recording in its books and records, an Assignment Agreement, together with
      any
      Note or Notes subject to such assignment, (ii) no such assignment shall be
      for less than a Revolving Credit Pro Rata Share of $5,000,000 or, if less,
      the
      entire remaining Pro Rata Percentage of such Lender of the Loans, (iii) the
      assignor and assignee shall pay to Agent, as agreed between such assignor and
      assignee, a processing fee of $3,500.  Upon such execution and
      delivery of the Assignment Agreement to Agent, from and after the date specified
      as the effective date in the Assignment Agreement (the "Acceptance Date"),
      (x)
      the assignee thereunder shall be a party hereto, and, to the extent that rights
      and obligations hereunder have been assigned to it pursuant to such Assignment
      Agreement, such assignee shall have the rights and obligations of a Lender
      hereunder and (y) the assignor thereunder shall, to the extent that rights
      and obligations hereunder have been assigned by it pursuant to such Assignment
      Agreement, relinquish its rights (other than any rights it may have pursuant
      to
      Section 10.4 which will survive) and be released from its obligations under
      this
      Agreement (and, in the case of an Assignment Agreement covering all or the
      remaining portion of an assigning Lender's rights and obligations under this
      Agreement, such Lender shall cease to be a party hereto).

     

    (d)           Within
      5 Business Days after request by Agent, Borrower shall execute and deliver
      to
      Agent in exchange for any surrendered Note or Notes (which the assigning Lender
      agrees to promptly deliver to Borrower) a new Note or Notes to the order of
      the
      assignee in an amount equal to the Revolving Credit Pro Rata Share assumed
      by it
      pursuant to such Assignment Agreement and, if the assigning Lender has retained
      a Revolving Credit Pro Rata Share hereunder, a new Note to the order of the
      assigning Lender in an amount equal to the Revolving Credit Pro Rata Share
      retained by it hereunder.  Such new Note or Notes shall re-evidence
      the indebtedness outstanding under the old Notes and shall be in an aggregate
      principal amount equal to the aggregate principal amount of such surrendered
      Note, shall be dated the Closing Date and shall otherwise be in substantially
      the form of the Note subject to such assignment.

     

    (e)           Each
      Lender may sell participations (without the consent of Agent, Borrower or any
      other Lender) to one or more parties in or to all or a portion of its rights
      and
      obligations under this Agreement (including, without limitation, all or a
      portion of its Revolving Credit Pro Rata Share, the Loans owing to it and the
      Note held by it); provided that (i) such Lender's obligations under this
      Agreement shall remain unchanged, (ii) such Lender shall remain solely
      responsible to the other parties hereto for the performance of such obligations,
      (iii) such Lender shall remain the 

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        
holder
        of
        any such Note for all purposes of this Agreement, (iv) Borrowers, Agent,
        and the
        other Lenders shall continue to deal solely and directly with such Lender
        in
        connection with such Lender's rights and obligations under this Agreement
        and
        (v) such Lender shall not transfer, grant, assign or sell any participation
        under which the participant shall have rights to approve any amendment or
        waiver
        of this Agreement except to the extent such amendment or waiver would
        (A) extend the final maturity date or the date for the payments of any
        installment of principal or interest of any Loans or Reimbursement Obligations
        in which such participant is participating, (B) reduce the amount of any
        installment of principal of the Loans or Reimbursement Obligations in which
        such
        participant is participating, (C) except as otherwise expressly provided in
        this Agreement, reduce the interest rate applicable to the Loans or
        Reimbursement Obligations in which such participant is participating, or
        (D) except as otherwise expressly provided in this Credit Agreement, reduce
        any fees payable hereunder.

    

     

    (f)           Each
      Lender agrees that, without the prior written consent of Borrower and Agent,
      it
      will not make any assignment or sell a participation hereunder in any manner
      or
      under any circumstances that would require registration or qualification of,
      or
      filings in respect of, any Loan, Note or other Obligation under the securities
      laws of the United States of America or of any jurisdiction.

     

    (g)           In
      connection with the efforts of any Lender to assign its rights or obligations
      or
      to participate interests, Agent or such Lender may disclose any information
      in
      its possession regarding Borrower, their finances and/or Property.

     

    10.13                      Successors
      and Assigns:  This Agreement shall inure to the benefit of and be
      binding upon the successors and assigns of each of the
      parties.  Borrower may not transfer, assign or delegate any of its
      duties or obligations hereunder.

     

    10.14                      Duplicate
      Originals:  Two or more duplicate originals of this Agreement may
      be signed by the parties, each of which shall be an original but all of which
      together shall constitute one and the same instrument.  This Agreement
      may be executed in counterparts, all of which counterparts taken together shall
      constitute one completed fully executed document.

     

    10.15                      Modification:  No
      modification hereof or any agreement referred to herein shall be binding or
      enforceable unless in writing and signed by Borrower, Agent, Issuing Bank and
      Lenders except as provided in Section 10 hereof.  Any modification in
      accordance with the terms hereof shall be binding on all parties hereto, whether
      or not each is a signatory thereto.

     

    10.16                      Signatories:  Each
      individual signatory hereto represents and warrants that he is duly authorized
      to execute this Agree­ment on behalf of his principal and that he executes
      the Agreement in such capacity and not as a party.

     

    10.17                      Third
      Parties:  No rights are intended to be created hereunder, or under
      any related agreements or documents for the benefit of any third party donee,
      creditor or incidental beneficiary of Borrower.  Nothing contained in
      this Agreement shall be construed as a delegation to Agent, Issuing Bank or
      any
      Lender of Borrower's duty of performance, including, without limitation,
      Borrower's duties under any account or contract with any other
      Person.

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

    10.18                      Discharge
      of Taxes, Borrowers' Obligations, Etc.:  Agent, in its sole
      discretion, shall have the right at any time, and from time to time, if Borrower
      fails to timely perform, to: (a) pay for the performance of any of Borrower's
      Obligations hereunder, and (b) discharge taxes or Liens, at any time levied
      or
      placed on any of Borrower's Property in violation of this Agreement unless
      such
      entity is in good faith with due diligence by appropriate proceedings contesting
      such taxes or Liens and maintaining proper reserves therefore in accordance
      with
      GAAP.  Expenses and advances shall be added to the Revolving Credit,
      bear interest at the rate applied to the Revolving Credit, until reimbursed
      to
      Agent.  Such payments and advances made by Agent shall not be
      construed as a waiver by Agent or Lenders of an Event of Default under this
      Agreement.

     

    10.19                      Withholding
      and Other Tax Liabilities:  Agent shall have the right to refuse
      to make any Advances from time to time unless Borrower shall, at Agent's
      request, have given to Agent evidence, reasonably satisfactory to Agent, that
      it
      has properly deposited or paid, as required by law, all withholding taxes and
      all federal, state, city, county or other taxes due up to and including the
      date
      of the requested Advance.   Copies of deposit slips showing
      payment shall likewise constitute satisfactory evidence for such
      purpose.  In the event that any lien, assessment or tax liability
      against Borrower shall arise in favor of any taxing authority, whether or not
      notice thereof shall be filed or recorded as may be required by law, Agent
      shall
      have the right (but shall not be obligated, nor shall Agent or any Lender hereby
      assume the duty) to pay any such lien, assessment or tax liability by virtue
      of
      which such charge shall have arisen; provided, however, that Agent shall not
      pay
      any such tax, assessment or lien if the amount, applicability or validity
      thereof is being contested in good faith and by appropriate proceedings by
      such
      entity.  In order to pay any such lien, assessment or tax liability,
      Agent shall not be obliged to wait until said lien, assessment or tax liability
      is filed before taking such action as hereinabove set forth.  Any sum
      or sums which Agent (shared ratably by Lenders) shall have paid for the
      discharge of any such lien shall be added to the Revolving Credit and shall
      be
      paid by Borrower to Agent with interest thereon at the highest rate applicable
      to the Revolving Credit, upon demand, and Agent shall be subrogated to all
      rights of such taxing authority against Borrower.

     

    10.20                      Consent
      to Jurisdiction:  Borrower, Agent, Issuing Bank and each Lender
      hereby irrevocably consent to the non-exclusive jurisdiction of the Courts
      of
      the Commonwealth of Pennsylvania or the United States District Court for
      Commonwealth of Pennsylvania in any and all actions and proceedings whether
      arising hereunder or under any other agreement or
      undertaking.  Borrower waives any objection which Borrowers may have
      based upon lack of personal jurisdiction, improper venue or forum non
      conveniens.  Borrower irrevocably agrees to service of process by
      certified mail, return receipt requested to the address of the appropriate
      party
      set forth herein.

     

    10.21                      Waiver
      of Jury Trial:  BORROWER, AGENT, ISSUING BANK AND EACH LENDER
      HEREBY WAIVE ANY AND ALL RIGHTS IT MAY HAVE TO A JURY TRIAL IN CONNECTION WITH
      ANY LITIGATION, PROCEEDING OR COUNTERCLAIM ARISING WITH RESPECT TO RIGHTS AND
      OBLIGATIONS OF THE PARTIES HERETO OR UNDER THE LOAN DOCUMENTS OR WITH RESPECT
      TO
      ANY CLAIMS ARISING OUT OF ANY DISCUSSIONS, NEGOTIATIONS OR COMMUNICATIONS
      INVOLVING OR RELATED TO ANY PROPOSED RENEWAL, EXTENSION, AMENDMENT,
      MODIFICATION, RESTRUCTURE, FORBEARANCE, WORKOUT, OR ENFORCEMENT OF THE
      TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS.

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

    10.22                      Termination:  Borrower
      may terminate this Agreement at any time upon ten (10) days' prior written
      notice upon payment in full of the Obligations. In connection with any request
      for a termination hereunder and upon Borrower's request, Agent shall issue
      a
      pay-off letter to Borrower.   The termination of this Agreement
      shall not affect Borrower's or Agent's, Issuing Bank's or any Lender's rights,
      or any of the Obligations  having their inception prior to the
      effective date of such termination, and the provisions hereof shall continue
      to
      be fully operative until all Obligations (including payment of all obligations
      arising under Section 2.10 of this Agreement) have been paid in full, and all
      outstanding Letters of Credit have been cash collateralized or backstopped
      to
      Issuing Bank’s satisfaction; provided that, any indemnification provisions that
      expressly survive termination shall continue.  The security interests,
      Liens and rights granted to Agent hereunder and the financing statements filed
      hereunder shall continue in full force and effect, notwithstanding the
      termination of this Agreement or the fact that the Obligations may from time
      to
      time be temporarily in a zero or credit position, until all of the Obligations
      (including payment of all obligations arising under Section 2.10 of this
      Agreement) of Borrower have been paid or performed in full, this Agreement
      has
      been terminated, and all outstanding Letters of Credit have been cash
      collateralized or backstopped to Issuing Bank’s satisfaction, or Borrower has
      furnished Agent with an indemnification satisfactory to Agent with respect
      thereto.

     

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    IN
      WITNESS WHEREOF, the undersigned parties have executed this Agreement the day
      and year first above written.

     

    BORROWER:                                                      RESOURCE
      AMERICA, INC.

    


    


    


    By:            ___________________________________

    Name:     
       ____________________________________

    Title:         ___________________________________

    


    


    AGENT

    AND
      ISSUING
      BANK:                                       COMMERCE  BANK,
      N.A., as Agent and Issuing Bank


    


    By:      

    Name: 
      Gerald L. Grady,

    Title:  Senior
      Vice President

    


    


    LENDERS:                                                            COMMERCE
      BANK, N.A., as Lender

     

    By:                                                                           

    
      Name:
        Gerard L. Grady,

    

    Title:  Senior
      Vice President

     

    
      
              

                  [SIGNATURE
            PAGE TO LOAN AND SECURITY
            AGREEMENT]      
      

                  LW:
            327975.1      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      A

     

     

    
      	
              Lenders

            	
              Pro
                Rata Percentage

            	
              Revolving
                Credit

              Pro
                Rata Share

            
	 	 	 
	
              Commerce
                Bank, N.A.

            	
              
                100%

              

            	
              
                $50,000,000

              

            
	 	 	 
	 	 	 


    

    


     


    
      
              

                  LW:
            327975.1      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      B

     

     

    Commerce
      Bank,  N.A.

    1701
      Route 70 East

    Cherry
      Hill, NJ 08034

    Attn:           Gerard
      L. Grady

    Telecopier:                      856-751-6884

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    SCHEDULE
      C

     

    EXCLUDED
      SUBSIDIARIES

     

    
      
              

                  LW:
            327975.1      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      D

     

    LEGACY
      ENTITIES

     

    


     

    1.
      Resource Properties VIII

     

    2. 
      Resource Properties  XIV

     

    3. 
      Resource Properties XVII

     

    4. 
      Resource Properties XXIV

     

    5. 
      Resource Properties XXV

     

    6. 
      Resource Properties XXVI

     

    7.
      Resource Properties XXX

     

    8. 
      Resource Properties XXXI

     

    9. 
      Resource Properties XXXIII

     

    10.  
      Resource Properties XL

     

    11. 
      Resource Properties XLI

     

    12. 
      Resource Properties XLIX

     

    13. 
      Resource Properties 54

     

    14. 
      Resource Properties XLVII

     


    
      
              

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    SCHEDULE
      E


     

    MANAGEMENT
      AGREEMENTS

     

     

    1.  Collateral
      Management Agreement between Ischus Capital Management, LLC and Ischus Mezzanine
      CDO III, LTD. dated June 29, 2006.

     

    2.  Collateral
      Management Agreement between Ischus Capital Management, LLC and Ischus High
      Grade Funding I LTD. dated March 6, 2006.

     

    3.  Collateral
      Management Agreement between Ischus Capital Management, LLC and Ischus CDO
      I,
      LTD. dated December 29, 2004.

     

    4.  Portfolio
      Management Agreement between Apidos CDO V and Apidos Capital Management, LLC
      dated March 8, 2007.

     

    5.  Collateral
      Management Agreement between Apidos Quattro CDO and Apidos Capital Management,
      LLC dated October 31, 2006.

     

    6.  Collateral
      Administration Agreement between Apidos CDO IV and Apidos Capital Management,
      LLC dated September 14, 2006.

     

    7.  Collateral
      Administration Agreement between Apidos CDO II and Apidos Capital Management,
      LLC dated December 21, 2005.

     

    8.  Collateral
      Management Agreement between Ischus Synthetic ABS CDO 2006-1 LTD. and Ischus
      Capital Management LLC dated March 9, 2006.

     

    9.  Management
      Agreement between Resource Capital Corp. and Resource Capital Manager, Inc.
      dated March 8, 2005.

     

    10.  Collateral
      Management Agreement between Ischus Synthetic ABS CDO 2006-2 LTD. and Ischus
      Capital Management LLC dated December 21, 2006.

     


    
      
              

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            327975.1      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
      F


     

    TRAPEZA
      MANAGEMENT AGREEMENTS


     

    1.      Collateral
      Management Agreement between Trapeza Capital Management, LLC and Trapeza CDO
      I,
      LLC dated November 19, 2002.

     

    2.      
      Collateral Management Agreement between Trapeza Capital Management, LLC and
      Trapeza CDO II, LLC dated March 11, 2003.

     

    3.      Collateral
      Management Agreement between Trapeza Capital Management, LLC and Trapeza CDO
      III, LLC dated June 25, 2003.

     

    4.      Collateral
      Management Agreement between Trapeza Capital Management, LLC and Trapeza CDO
      IV,
      LLC dated October 21, 2003.

     

    5.      Collateral
      Management Agreement between Trapeza Capital Management, LLC and Trapeza CDO
      V,
      LTD. dated December 18, 2003.

     

    6.      Collateral
      Management Agreement between Trapeza Management Group, LLC and Trapeza CDO
      VI,
      LTD. dated April 20, 2004.

     

    7.      Collateral
      Management Agreement between Principal Global Investors, LLC, Trapeza Capital
      Management, LLC and Trapeza Edge CDO, LTD. dated August 11, 2005.

     

    8.      Collateral
      Management Agreement between Trapeza Capital Management, LLC and Trapeza CDO
      IX,
      LTD. dated January 10, 2006.

     

    9.      Collateral
      Management Agreement between Trapeza Management Group, LLC and Trapeza CDO
      VII,
      LTD. dated October 19, 2004.

     

    10.           Collateral
      Management Agreement between Trapeza Capital Management, LLC and Trapeza CDO
      XI,
      LTD. dated November 8, 2006.

     

    11.           Collateral
      Management Agreement between Trapeza Capital Management, LLC and Trapeza CDO
      XII, LTD. dated March 15, 2007.

     


    
      
              

                  LW:
            327975.1      
    

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      G


     

    ENTITIES
      TO BE DISSOLVED

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


     

    


     

    


     


    
      
              

                  LW:
            327975.1