EXECUTION COPY
 PARTICIPATION AGREEMENT  (Tribeca)




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2




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1.
    
    Purchase and Sale of Participation. Except with regard to interest
earned, Lead Participant hereby sells to Participant, and Participant hereby purchases
from Lead Participant a participation in Tranche A, as evidenced by the Amended and
Restated Note, in the undivided participation percentage (Participation Percentage)
set forth on Exhibit A attached hereto and incorporated herein, as that
interest exists as of the close of business on the Effective Date (the
Participation). The purchase price of the Participation sold to Participant is an
amount equal to the BOS Balance. In consideration of Participants entering into the
Participation, to the extent that it has met its obligations to make payments to Lead
Participant under this Agreement, Participant shall be entitled to receive its pro rata
share as set forth on Exhibit A of principal payments on Tranche A as such
payments are made by Borrowers and received by Lead Participant after the Effective
Date.
 2.
    
    Payment of Purchase Price of Participation. Lead Participant and
Participant agree Participants purchase of the Participation hereunder shall be made
on the Effective Date, and such purchase under this Agreement shall be made by netting
the payoff of the BOS Balance against Participants purchase of the Tranche A
Participation hereunder.
 3.
    
    Characterization as Sale. The Participation sold under this Agreement
shall constitute a sale from Lead Participant to Participant of an undivided partial
interest in the percentage as set forth on Exhibit A in: Lead Participants
interest in Tranche A, all other loan documents, security documents, forbearance
agreements, certificates and opinions furnished pursuant thereto, and any collateral
securing Tranche A, including any existing and future hypothecated interests, all as
more fully described in the Loan Documents. The participation evidenced by this
Agreement shall not be construed as a loan by Participant to Lead Participant. The
parties agree that the sale of the participation evidenced by this Agreement does not
constitute the sale of an investment security.
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4.
    
    Remittance of Collections; Restructuring Fee. Lead Participant shall
receive all repayments of principal of, and interest on, Tranche A in trust for the
benefit of itself and Participant and, promptly shall remit to Participant its share of
all amounts so received. If any payment received by Lead Participant and paid by it to
Participant is rescinded or otherwise required to be disgorged, paid on account of a
preferential payment or fraudulent transfer, or otherwise returned by Lead Participant
for any reason, Participant will, upon notice by Lead Participant, forthwith pay to
Lead Participant, without interest, unless Lead Participant is also required to pay
interest, that amount which equals Participants pro rata share of the amount so paid
or returned by Lead Participant. Until delivered to Participant, Loan payments shall be
held in trust for Lead Participant and Participant by Lead Participant. Title to
Participants share of Tranche A payments shall vest in Participant immediately upon
Borrowers payment. Distributions shall be made, at Participants election, by credit
to its designated account with Lead Participant or by wire transfer to such other
account, as Participant shall specify.
 5.
    
    Participant Share in Interest. Interest on Tranche A shall be
calculated and computed in the manner and at the Interest Rates set forth in the
Forbearance Agreement. Participants share of interest on Tranche A received by the
Lead Participant, inclusive of servicing fees, shall be equal to the Interest Rates (as
defined in the Forbearance Agreement, minus 31.77 basis points (during the period of
the Participation, but not during any Co-Lender arrangement). If Borrowers interest
payments are insufficient to cover both Lead Participants and Participants shares of
interest, each dollar (and fraction thereof) of such interest payments shall be split
on a pro rata basis between Lead Participant and Participant, according to the Interest
Rates earned by Lead Participant and Participant respectively.
 6.
    
    Interest of Participant. The Participation, together with any other
participations in Tranche A, including that of Lead Participant, shall be ratably
concurrent and no interest in Tranche A shall have priority over Participants
participation percentage or the participation percentage of any other Participant in
Tranche A.
 7.
    
    No Recourse. Participant understands that its purchase from Lead
Participant under this Agreement is without recourse to Lead Participant and
Participant therefore assumes, with respect to Participants share of potential
benefits and losses under this Agreement, the underlying credit risk and any other
risks of loss associated with the interest that it purchases under this Agreement.
Lead Participant shall be obligated to satisfy its duties and obligations hereunder,
for which it shall be responsible as provided herein.
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8.
    
    Loans. Participant acknowledges and agrees that, except as set forth
in the Forbearance Agreement, Lead Participant shall have no obligation to attempt to
collect any Loan, in preference and priority over the collection and/or enforcement of
any other debt of Borrowers to Lead Participant. Lead Participant, however, agrees
that, without the written consent of Participant: (a) none of the Applicable
Collections Amount (as that term is defined in the Forbearance Agreement) shall be
applied in any manner or in any order except as provided in the Forbearance Agreement;
(b) no collateral securing the Loans shall be released, but for in the ordinary course
of business; and (c) the timing of payments of interest, principal and maturity dates
shall not be changed so as to provide less favorable treatment to the Participant then
currently provided to Tranche A in the Amended Forbearance Agreement.
 9.
    
    Application of Note Payments/Settlement Dates with Participant.
Participant shall be entitled to receive from Lead Participant, Participants share of
Borrowers payments of principal, interest or other sums (as that share is described
herein) within one business day of Lead Participant applying such payments from any
Borrower to Tranche A.
 10.
    
    Pro Rata Treatment. In the event either party hereto shall receive and
retain any payment, voluntary or involuntary, whether by set-off, application of
deposit balance or otherwise, in respect of its percentage of participation in Tranche
A, then such party shall purchase from the other party for cash at face value and
without recourse, such additional Participation in such indebtedness as shall be
necessary to cause such excess payment to be shared ratably with the other party;
provided, that if such excess payment or part thereof is thereafter recovered from such
purchasing party, the related purchases from the other party shall be rescinded ratably
and the purchase price restored as to the portion of such excess payment so recovered,
but without interest.
 11.
    
    Custody of Loan Documents. Lead Participant or its agents shall have
custody and control of the Notes and the Loan Documents, and Lead Participant shall
have full authority, subject to the terms and conditions of this Agreement, to control
as agent, in the name of Lead Participant the collection and enforcement thereof, and
the utilization of any collateral therefore, by suit, foreclosure or otherwise. Upon at
least two (2) days prior written notice, Participant or its duly authorized agent may
inspect the records, controls, accounts, audits, analyses and other files of Lead
Participant relating to the Loan Documents during ordinary business hours of Lead
Participant. Lead Participant shall mark its books and records, including computer
records, to show Participants interest in Tranche A.
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12.
    
    Management of Credit.
 a)
    
    To the extent practicable, Lead Participant and Participant
will decide matters concerning the administration and collection of the Loan
and enforcement of the Loan on a collaborative basis. This provision does not
alter the legal standards applicable to the Lead Participant under this
Agreement. Subject to the foregoing sentences, the Lead Participant shall have
the right to manage, perform and enforce the terms of Tranche A, the Notes and
Loan Documents and to exercise and enforce all privileges and rights
exercisable or enforceable by it thereunder according to Lead Participants
discretion and in the exercise of its business judgment. Lead Participant shall
exercise the same care in administering Tranche A as it would if such Loans
were made entirely for Lead Participants own account.
 b)
    
    Lead Participant will use normal prudence and judgment in the
servicing and collection of amounts outstanding under Tranche A, in the
management, performance, and enforcement of the terms thereof and the terms of
the other Loan Documents, and in realization upon any security therefore, but
Lead Participant assumes no responsibility for the repayment of the
Participations and shall not be liable for any loss or damage resulting from
taking or refusing to take any such actions unless resulting from gross
negligence or willful misconduct. Lead Participant may employ agents and
attorneys-in-fact and shall not be answerable, except as to money or securities
received by it or its authorized agents, for the default or misconduct of any
such agents or attorneys-in-fact selected by it. Lead Participant shall be
entitled to rely upon any document, paper, or instrument believed by it to be
genuine and correct and to have been signed or sent by the proper person or
persons, and, in respect to legal matters, upon the opinion of counsel selected
by Lead Participant. Participant consents to the retention of Porter, Wright,
Morris and Arthur, LLP. In the event Lead Participant desires to retain other
legal counsel, Lead Participant agrees to provide Participant advance notice
and an opportunity to comment prior to such retention.
 c)
    
    Neither the execution of this Agreement, nor sharing in Tranche
A or in any collateral for Tranche A, nor any agreement to share in profits or
losses arising as a result of this transaction, is intended to be, nor shall it
be construed to be, the formation of a partnership or joint venture between the
parties hereto. In the negotiation, execution and servicing of Tranche A, Lead
Participant has been and shall be an independent contractor and in no event
shall Lead Participant be considered as an agent or employee of Participant.
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13.
    
    Indemnification. Participant hereby indemnifies and agrees it shall
hold harmless and reimburse Lead Participant, on demand, for all reasonable
out-of-pocket costs, including attorneys fees, incurred by Lead Participant in
connection with (x) the collection of Tranche A, and (y) for any costs, expenses
(including attorneys fees and disbursements), claims, damages, actions, losses or
liabilities incurred by Lead Participant in connection with Tranche A and its capacity
as Lead Participant hereunder, except as are the direct proximate result of Lead
Participants gross negligence or willful misconduct, except as paid by Borrowers. The
indemnification obligations shall cease upon Participants receipt of payment of its
Participant Percentage and shall not extend to actions taken by Lead Participant prior
to the Effective Date. Participants indemnification obligations shall be limited to
the lesser of the indemnification of charges associated with (a) Tranche A; (b) the
Loans; or (c) aggregate of the Loans and the loans by Huntington to Tribecas parent,
Franklin Credit Management Corporation. In each case, calculated as a percentage of
the Participants Participation Percentage of Tranche A as a percentage to items (a),
(b) or (c), as applicable.
 14.
    
    Legal Fees. TLC shall promptly pay all fees and expenses associated
with the negotiation, documentation and execution of this Agreement or otherwise
related to the BoS Master, BoS Collateral and BoS Balance, including any expenses
incurred by BoS associated with the preparation of forbearance arrangements.
 15.
    
    Other Fees. Lead Participant shall promptly deliver to Participant a
payment, equal to Participants Participation Percentage in Tranche A of any fee,
charges or the like received from Borrowers after the Effective Date as referenced in
Section 7 sub-paragraph (6) of the Forbearance Agreement, and any fee, charges or the
like that may be received until the Participation Percentage has been paid.
 16.
    
    Participants Credit Analysis. Participant understands and
acknowledges that it has made its own independent credit decisions with respect to
Tranche A and the Borrowers and has relied solely upon its own independent review of
Borrowers financial statements, documents and information as Participant deemed
appropriate and other representations made by Borrowers. Participant will continue to
be responsible for making its own independent evaluation of the credit, financial
condition, and all matters concerning Borrowers. Participant understands that its own
independent review of Borrowers is particularly important because its purchase from
Lead Participant under this Agreement is without recourse.
 17.
    
    Financial Statements. Lead Participant shall promptly furnish
Participant without request copies of all financial statements received from Borrowers
pursuant to the Loan Documents. Lead Participant shall, however, have no responsibility
to Participant for any errors or omissions in any such reports, financial statements or
other information. Participant may at any time request other information and/or
documents in Lead Participants possession relating to Tranche A. Such information
and/or documents shall not be unreasonably withheld. Participant
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may not rely upon any credit analyses conducted by Lead Participant or
representations made by Lead Participant concerning Borrowers financial condition.
Furthermore, even if Participant fails to obtain or review any financial statements
of Borrowers, Participant is not permitted to rely upon any credit analyses
conducted by Lead Participant or representations made by Lead Participant
concerning Borrowers financial condition.
 18.
    
    Transfer of Participation. Participant agrees not to subdivide or
transfer its Participation, without the prior written consent of Lead Participant,
which consent shall not be unreasonably withheld. Lead Participant may further
participate or subparticipate Tranche A; provided that Lead Participant and its
affiliates shall continue to hold a majority of the principal sum outstanding under the
Tranche A Note and the Lead Participant remains responsible for its duties hereunder
and Participant shall not be required to deal with any such subparticipant; and further
providing that if and to the extent that any other participant is provided with any rights or powers different then those provided hereunder, then Participant shall
have the right of such provisions should it so elect.
 19.
    
    Lead Participants Representations and Warranties. Lead Participant
represents and warrants to Participant that: (1)(a) it is or will be the owner of the
interests to be sold by Lead Participant to Participant under this Agreement, at the
time of execution of this Agreement; (b) it has full power and authority to sell the
Participation evidenced by this Agreement; and (c) the outstanding principal balance of
Tranche A is as represented to the Participant; and, (2) other than the Acknowledged
Defaults (as defined in the Original Forbearance Agreement) and the Identified
Forbearance Defaults (as defined in Amendment No. 1), it knows of the existence of no
event or condition, which, but for the giving of notice or passage of time (or both)
would constitute a default or event of default under any Loan Document.
 20.
    
    Limited Warranties with Respect to Loan Documents. Lead Participant
makes no representations or warranties, whether express or implied, to Participant with
respect to the validity and enforceability of the Loan Documents, other than: (a) the
Forbearance Agreement and the Loan Documents were executed by Borrowers; and (b) the
Forbearance Agreement and the Loan Documents state the true and complete understanding
between Borrowers and Lead Participant with respect to Tranche A.
 21.
    
    Disclaimer. Lead Participant makes no representation or warranty,
whether express or implied, to Participant with respect to (a) the collectibility of
Tranche A; (b) the financial condition or solvency of Borrowers or any other party
obligated on Tranche A; (c) the perfection of any lien or security interest in the
collateral securing Tranche A; (d) the accuracy of any information, statements or
certificates from Borrowers or any third party which are provided to Participant,
whether provided under this Agreement or not; or, (e) the existence, authenticity,
sufficiency or value of any collateral securing Tranche A.
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22.
    
    Co-Lender. At any time following June 30, 2008, Participant shall have
the right to require Lead Participant and Borrowers to provide it, in substitution for
its Participation, with a promissory note (the Co-Lender Note) from Borrower to
Participant, providing evidence of indebtedness of equal rights and amounts as its
Participation in Tranche A provides at such time. Simultaneously with the issuance of
the Co-Lender Note, Participant, Lead Participant and Borrower shall use commercially
reasonable best efforts to agree to amendments to the Forbearance Agreement, Loan
Documents and any other documentation so as to afford to the holder of the Co-Lender
Note the same protections and rights as provided to the Participant under the
Forbearance Agreement, Loan Documents, the Tranche A Note and this Agreement.
 23.
    
    Notices. All notices required or permitted to be given under this
Agreement shall be in writing and shall be deemed effective if delivered to the
recipients address set forth beside its name below, by any of the following means: (a)
hand delivery; (b) express mail, postage prepaid; or (c) overnight courier service.
Notice made in accordance with this Section shall be deemed delivered upon receipt.
 24.
    
    Binding Effect; Entire Agreement. This Agreement shall be binding upon
and shall inure to the benefit of the respective legal representatives, successors and
assigns of the parties hereto. This Agreement is solely for the benefit of Lead
Participant and Participant and neither Borrowers nor any other person shall be
entitled to rely upon or enforce the provisions hereof or to raise as a defense the
failure of Lead Participant or Participant to comply with any of the provisions hereof.
This Agreement constitutes the entire agreement and understanding of the parties hereto
with respect to Participants interest in Tranche A and the Participation, supersedes
all prior agreements and understandings relating to the matters herein contained, and
shall survive any default and acceleration of the maturity of Tranche A. This Agreement
may not be amended or modified in any manner unless such modification or amendment is
in writing signed by the parties hereto.
 25.
    
    Assignment. Participant shall not assign or otherwise transfer its
rights under this Agreement without the Lead Participants express written consent.
 26.
    
    WAIVER OF A JURY TRIAL. THE PARTIES ACKNOWLEDGE AND AGREE THAT THERE
MAY BE A CONSTITUTIONAL RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY CLAIM, DISPUTE OR
LAWSUIT ARISING BETWEEN OR AMONG THEM, BUT THAT SUCH RIGHT MAY BE WAIVED. ACCORDINGLY,
EACH PARTY, IN CONSIDERATION OF THE CONSIDERATION EXCHANGED IN THIS AGREEMENT, AGREES
THAT NOTWITHSTANDING ANY CONSTITUTIONAL RIGHT, IN THIS COMMERCIAL MATTER EACH PARTY
BELIEVES AND AGREES THAT IT SHALL BE IN ITS BEST INTEREST TO WAIVE SUCH RIGHT, AND,
ACCORDINGLY, HEREBY WAIVES SUCH RIGHT TO A JURY TRIAL,
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AND FURTHER AGREES  THAT THE BEST FORUM FOR HEARING ANY CLAIM, DISPUTE OR
LAWSUIT, IF ANY, ARISING IN CONNECTION WITH THIS AGREEMENT, THE CREDIT AGREEMENTS,
ANY LOAN DOCUMENT OR THE RELATIONSHIP AMONG LENDER, EACH BORROWER AND GUARANTOR
SHALL BE A COURT OF COMPETENT JURISDICTION SITTING WITHOUT A JURY.
 27.
    
    Counterparts. This Agreement may be signed by any number of
counterparts with the same effect as if the signatures thereto were upon the same
instrument. This Agreement shall become effective when counterparts executed by Lead
Participant and Participant shall have been lodged with Lead Participant, whereupon
Lead Participant shall give notice of this Agreement becoming effective to Participant.
 28.
    
    Title and Headings. The title and headings herein are intended to
promote convenience and are not a part of this Agreement for purposes of interpreting
and analyzing the provisions hereof.
 29.
    
    Consent to Forbearance Agreement. Participant consents to Lead
Participant executing and delivering Amendment No. 1 to the Forbearance Agreement.
 30.
    
    Governing Law and Venue. This Agreement is made in the State of Ohio
and the validity of this Agreement, any documents incorporated herein or executed in
connection herewith, and (notwithstanding anything to the contrary therein) the Notes
and the Loan Documents, and the construction, interpretation and enforcement thereof,
and the rights of the parties thereto shall be determined under, governed by, and
construed in accordance with the internal laws of the State of Ohio, without regard to
principles of conflicts of law. The parties agree that all actions or proceedings
arising in connection with this Agreement, the Forbearance Agreement, any documents
incorporated herein or executed in connection herewith, this Agreement, and the Loan
Documents shall be tried and litigated only in the Federal District Court for the
Southern District of Ohio or the state courts of Franklin County, Ohio. The parties
hereto waive any right each may have to assert the doctrine of forum non conveniens or
to object to venue to the extent any proceeding is brought in accordance with this
Section. Service of process, sufficient for personal jurisdiction in any action
against any party hereto, may be made by registered or certified mail, return receipt
requested, to the address set forth at such partys signature to this Agreement.
 REMAINDER OF PAGE LEFT INTENTIONALLY BLANK
Signature Page to Follow
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 /
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PARTICIPANT:
    
    LEAD PARTICIPANT:BOS (USA), INC.
    
    THE HUNTINGTON NATIONAL BANKLEAD PERTICITANT
 By:
    
    /s/ Karen Weich
    
    By:
    
    /s/ Alan D. SeitzKaren Weich
    
    
    
    Alan D. SeitzTitle:
    
    Vice President
    
    Title:
    
    Senior Vice President  Special AssetsAddress:
    
    
    
    
    
    Address:BANK OF SCOTLAND plc
    
    
    
    41 South High Street, HC0733AS ADMINISTRATIVE AGENT
    
    
    
    Columbus, Ohio 43215FOR BoS (USA) Inc.
    
    
    
    Fax: 614/480-3795
 EACH BORROWER LISTED ONSCHEDULE 1 ATTACHED HERETO:By:
    
    /s/ Alexander Gordon JardinName: Alexander Gordon JardinTitle: as Chief Executive Officer of, and onbehalf of, each
Borrower listed on Schedule 1attached hereto.Address: 101 Hudson St., 25th FloorJersey City, N.J. 07302Fax: 201-604-4400TRIBECA LENDING CORP.By: /s
    
    / Alexander Gordon JardinName: Name: Alexander Gordon JardinTitle: Chief Executive OfficerAddress: Same as aboveSignature Page  BOS Participation




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PARTICIPANT:
    
    LEAD PARTICIPANT:BOS (USA), INC.
    
    THE HUNTINGTON NATIONAL BANKBy: Bank of ScotlandIts: Authorized Representative
 By:
    
    /s/ Karen Weich
    
    By:
    
    /s/ Alan D. SeitzKaren Weich
    
    
    
    Alan D. SeitzTitle:
    
    Vice President
    
    Title:
    
    Senior Vice President  Special AssetsAddress:
    
    
    
    
    
    Address:565 Fifth Avenue, 11th Floor
    
    
    
    41 South High Street, HC0733New York, NY 10017
    
    
    
    Columbus, Ohio 43215Fax: 212/
    
    
    
    Fax: 614/480-3795
 EACH BORROWER LISTED ONSCHEDULE 1 ATTACHED HERETO:By:
    
    /s/ Alexander Gordon JardinName: Alexander Gordon JardinTitle: as Chief Executive Officer of, and onbehalf of, each Borrower listed on Schedule 1attached hereto.Address: 101 Hudson St., 25th FloorJersey City, N.J. 07302Fax: 201-604-4400TRIBECA LENDING CORP.By: /s
    
    / Alexander Gordon JardinName: Name: Alexander Gordon JardinTitle: Chief Executive OfficerAddress: Same as aboveSignature Page  BOS Participation




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PARTICIPANT:
    
    LEAD PARTICIPANT:BOS (USA), INC.
    
    THE HUNTINGTON NATIONAL BANKBy: Bank of ScotlandIts: Authorized Representative
 By:
    
    /s/ Karen Weich
    
    By:
    
    /s/ Alan D. SeitzKaren Weich
    
    
    
    Alan D. SeitzTitle:
    
    Vice President
    
    Title:
    
    Senior Vice President  Special AssetsAddress:
    
    
    
    
    
    Address:565 Fifth Avenue, 11th Floor
    
    
    
    41 South High Street, HC0733New York, NY 10017
    
    
    
    Columbus, Ohio 43215Fax: 212/
    
    
    
    Fax: 614/480-3795
 EACH BORROWER LISTED ONSCHEDULE 1 ATTACHED HERETO:By:
    
    /s/ Alexander Gordon JardinName: Alexander Gordon JardinTitle: as Chief Executive Officer of, and onbehalf of, each Borrower listed on Schedule 1attached hereto.Address: 101 Hudson St., 25th FloorJersey City, N.J. 07302Fax: 201-604-4400TRIBECA LENDING CORP.By: /s
    
    / Alexander Gordon JardinName: Name: Alexander Gordon JardinTitle: Chief Executive OfficerAddress: Same as aboveSignature Page  BOS Participation




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SCHEDULE 1
    
    Tribeca Sibsidiaries
 
 1




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SCHEDULE 1
    
    Tribeca Sibsidiaries
 
 2




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Exhibit A
 PARTICIPANTSPARTICIPATIONLOAN
    
    PERCENTAGE1.
    
    
    Tranche A $410,859,753.55
    
    
    10.5376
    %2.
    
    
    Tranche B $98,774,361.20B-1       $24,131,090.30
    
    
    0
    %B-2       $24,881,090.30
    
    
    0
    %B-3      $24,881,090.30
    
    
    0
    %B-4      $24,881,090.30
    
    
    0
    %
 12