8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)		July 25, 2007 (July 20, 2007)
Anthracite Capital, Inc.
(Exact name of registrant as specified in its charter)
Maryland	001-13937		13-3978906
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

40 East 52nd Street, New York, New York	10022
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code	(212) 810-3333
N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

The information provided in Item 2.03 is incorporated by reference in this Item 1.01.

Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an
	Off-Balance Sheet Arrangement of a Registrant.

On July 20, 2007, AHR Capital MS Limited (the "Borrower"), a wholly owned subsidiary of Anthracite Capital, Inc. (the "Company"), Morgan Stanley Mortgage Servicing Ltd, as the security trustee, and Morgan Stanley Bank, as the initial lender and agent, entered into an Amended and Restated Multicurrency Revolving Facility Agreement (the "Amended Facility Agreement"), which amended and restated the original agreement dated February 17, 2006.

The Amended Facility Agreement increases the multicurrency revolving loan facility available to the Borrower to $300 million. The Amended Facility Agreement also allows for borrowings in Japanese Yen.

On July 20, 2007, Anthracite Capital BOFA Funding LLC, as seller ("Seller"), Bank of America, N.A. and Banc of America Mortgage Capital Corporation, as buyers (each a "Buyer" and collectively the "Buyers"), and Bank of America, N.A., as buyer agent ("Buyer Agent"), entered into a Master Repurchase Agreement (including the supplemental terms and conditions set forth in Annex I thereto, the "Repurchase Agreement"). In connection with the Repurchase Agreement, the Company also executed a Guaranty for the benefit of Buyers and Buyer Agent.

Under the Repurchase Agreement, the parties thereto from time to time may enter into transactions in which Seller agrees to transfer to Buyer securities or other assets ("Securities") against the transfer of funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller. The maximum facility amount is $200 million. The Repurchase Agreement contains customary affirmative and negative covenants.

The foregoing descriptions of the Amended Facility Agreement, the Repurchase Agreement, including Annex I thereto, and the Guaranty are not complete and are qualified in their entirety by reference to the full text of the agreements which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Amended and Restated Multicurrency Revolving Facility Agreement, dated as of July 20, 2007, among AHR Capital MS Limited, as the borrower, Morgan Stanley Mortgage Servicing Ltd, as the security trustee, and Morgan Stanley Bank, as the initial lender and agent
10.2	Master Repurchase Agreement, dated as of July 20, 2007, among Anthracite Capital BOFA Funding LLC, as seller, Bank of America, N.A. and Banc of America Mortgage Capital Corporation, as buyers, and Bank of America, N.A., as buyer agent
10.3	Annex I to Master Repurchase Agreement, dated as of July 20, 2007, among Anthracite Capital BOFA Funding LLC, as seller, Bank of America, N.A. and Banc of America Mortgage Capital Corporation, as buyers, and Bank of America, N.A., as buyer agent
10.4	Guaranty of Anthracite Capital, Inc., dated as of July 20, 2007, for the benefit of Bank of America, N.A. and Banc of America Mortgage Capital Corporation, as buyers, and Bank of America, N.A., as buyer agent

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ANTHRACITE CAPITAL, INC.
By:	/s/ James J. Lillis
Name:		James J. Lillis
Title:		Chief Financial Officer and Treasurer
Dated: July 25, 2007

EX-10

                                                                 Exhibit 10.1




                                  $300,000,000

                               FACILITY AGREEMENT

                               dated 20 JULY 2007

                                       for

                             AHR CAPITAL MS LIMITED

                                 as the Borrower

                                   arranged by

                      MORGAN STANLEY MORTGAGE SERVICING LTD

                         acting as the Security Trustee

                                       and

                               MORGAN STANLEY BANK

                         as the Initial Lender and Agent

              -------------------------------------------------

                 AMENDED AND RESTATED MULTICURRENCY REVOLVING
                              FACILITY AGREEMENT

              -------------------------------------------------



                                   CONTENTS

CLAUSE                                                                      Page

1.     Definitions And Interpretation.........................................1
2.     The Facility..........................................................20
3.     Purpose...............................................................20
4.     Conditions Of Loans...................................................21
5.     Procedure For Loans...................................................21
6.     Optional Currencies...................................................27
7.     Repayment.............................................................28
8.     Repayment, Pre-Payment And Cancellation...............................28
9.     Interest..............................................................32
10.    Changes To The Calculation Of Interest................................32
11.    Fees..................................................................34
12.    Tax Gross Up And Indemnities..........................................35
13.    Increased Costs.......................................................39
14.    Other Indemnities.....................................................40
15.    Costs And Expenses....................................................41
16.    Mitigation By The Lenders.............................................42
17.    Representations.......................................................44
18.    Information Undertakings..............................................48
19.    General Undertakings..................................................49
20.    Events Of Default.....................................................54
21.    Changes To The Lenders................................................59
22.    Changes To The Obligors...............................................62
23.    Role Of The Agent.....................................................62
24.    Conduct Of Business By The Finance Parties............................69
25.    Sharing Among The Finance Parties.....................................69
26.    Payment Mechanics.....................................................71
27.    Set-Off...............................................................73
28.    Notices...............................................................73
29.    Calculations And Certificates.........................................75
30.    Partial Invalidity....................................................76
31.    Remedies And Waivers..................................................76
32.    Amendments And Waivers................................................76



33.    Counterparts..........................................................76
34.    Entire Agreement......................................................80
35.    Governing Law.........................................................81
36.    Enforcement...........................................................81

Schedule 1 THE ORIGINAL PARTIES..............................................83
       Part I  The Obligors..................................................83
       Part II The Initial Lender............................................84

Schedule 2 CONDITIONS PRECEDENT..............................................85
       Part I   Conditions Precedent To First Loan Under This Agreement......85
       Part II  Conditions Precedent To All Loans............................86
       Part III Additional Requirements......................................88
       Part IV  Conditions Precedent To The Amendment And Restatement........89

Schedule 3 REQUEST FOR BORROWING.............................................91

Schedule 4 MANDATORY COST FORMULAE...........................................93

Schedule 5 FORM OF TRANSFER CERTIFICATE......................................96

Schedule 6 [RESERVED]........................................................98

Schedule 7 [RESERVED]........................................................99

Schedule 8 LMA FORM OF CONFIDENTIALITY UNDERTAKING..........................100

Schedule 9 [RESERVED].......................................................105

Schedule 10 PRICING MATRIX..................................................106

Schedule 11 REPRESENTATIONS AND WARRANTIES RE: ELIGIBLE COLLATERAL..........108

Schedule 12 FORM OF CUSTODIAL AGREEMENT.....................................116

Schedule 13 FORM OF OPINIONS COUNSEL TO BORROWER............................117

Schedule 14 [RESERVED]......................................................118

Schedule 15 [RESERVED]......................................................119

Schedule 16 SERVICER NOTICE.................................................120




THIS AMENDED AND RESTATED AGREEMENT is dated 20 July 2007 and made between:

(1)   AHR CAPITAL MS LIMITED (the "Borrower");

(2)   MORGAN STANLEY MORTGAGE SERVICING LTD. ("the Security Trustee"); and

(3)   MORGAN STANLEY BANK (the "Initial Lender" and "the Agent").

IT IS AGREED as follows:

                                    SECTION 1
                                 INTERPRETATION

1.      DEFINITIONS AND INTERPRETATION

1.1     Definitions
        In this Agreement:

        "Account Bank" shall mean LaSalle Bank National Association.

        "Additional Cost Rate" has the meaning given to it in Schedule 4
        (Mandatory Cost formulae).

        "Advance Rate" shall mean, for each item of Collateral, the advance rate
        set forth in the Request for Borrowing which shall be consistent with
        the Pricing Matrix, as set forth in Schedule 10 (Pricing Matrix).

        "Affiliate" shall mean, in relation to any person, a Subsidiary of that
        person or a Holding Company of that person or any other Subsidiary of
        that Holding Company and, with respect to the Borrower, any Person
        managed by the Borrower.

        "the Agent's Spot Rate of Exchange" shall mean the Agent's spot rate of
        exchange for the purchase of the relevant currency with the Base
        Currency in the London foreign exchange market at or about 11:00 a.m.
        London Time on a particular day.

        "Applicable Margin" shall mean, with respect to each item of Collateral
        the Applicable Margin applicable to such item of Collateral as set forth
        in Schedule 10 (Pricing Matrix) or such other Applicable Margin as may
        be mutually agreed to by the Borrower and the Agent.

        "Appraisal" shall mean a valuation of any Property prepared by a valuer
        reasonably acceptable to the Agent.

        "Asset-Specific Loan Balance" shall mean the portion of any Loan
        allocable to each item of Eligible Collateral (converted into the
        Base Currency using the Agent's Spot Rate of Exchange as at the day
        which was one (1) Business Day prior to the relevant Funding Date of
        such Loan). Such portion shall initially consist of the sum of the
        Loans made on account of such Eligible Collateral, advance costs and
        fees to the extent properly incurred by the Lenders and the Agent and
        the Security Trustee hereunder and borrowed by the Borrower
        hereunder. Whenever this Agreement states that principal payments on
        account of a Loan are to be allocated or applied to or against the
        Asset-Specific Loan Balance of a specific item of Eligible
        Collateral, the Asset-Specific Loan Balance of such item of Eligible
        Collateral shall be deemed reduced accordingly by the amount of the
        principal payments so applied (converted into the Base Currency using
        the Agent's Spot Rate of Exchange as at the day which was one (1)

                                       -1-


        Business Day prior to the day on which such principal payments
        on account of such Loan are actually so allocated and applied).

        "Asset Value" shall mean, as of any date in respect of any item of
        Eligible Collateral, the price (if not expressed in the Base Currency,
        converted into the Base Currency using the Agent's Spot Rate of Exchange
        on the day such calculation is made) at which such item of Eligible
        Collateral could readily be sold, after giving effect to the value of
        any Interest Rate Protection Agreements with respect to such item of
        Eligible Collateral which are to be secured in favour of the Security
        Trustee as Collateral, as determined in good faith discretion by the
        Agent, which price may be determined to be zero and in no event shall
        exceed the then outstanding par value (where applicable) of the subject
        Eligible Collateral which consists of a Collateral Loan. The Agent's
        determination of Asset Value, which may be made at any time and from
        time to time, shall be conclusive, absent manifest error, upon the
        parties to this Agreement; provided that, without limiting the effect of
        Clause 8.3 (Mandatory Pre-Payment or granting of further security to the
        Security Trustee), the Asset Value shall be deemed to be:

        (1)    zero or such greater amount as determined in sole but good
               faith discretion by the Agent in respect of each item of
               Eligible Collateral in respect of which there is a breach of a
               representation or warranty by a Collateral Obligor;

        (2)    zero or such greater amount as determined in good faith, by,
               but at the sole discretion of the Agent in respect of each
               item of Eligible Collateral in respect of which there is a
               delinquency in the payment of principal and/or interest which
               continues for a period in excess of thirty (30) days (after
               taking into account any applicable grace periods);

        (3)    zero or such greater amount as determined in good faith, by,
               but at the sole discretion of, the Agent, in respect of each
               item of Collateral which has been released from the possession
               of the Custodian under the Custodial Agreement to the Borrower
               for a period in excess of fourteen (14) days unless the Agent
               and Custodian have approved such release for a longer period
               of time; and

        (4)    zero or such greater amount as determined in good faith, but
               at the sole discretion of, the Agent following the failure of
               Borrower to deliver the Collateral File associated with such
               item of Eligible Collateral to the Custodian within five (5)
               Business Days after the Funding Date associated with the Loan
               made in respect of such item of Eligible Collateral.

        Notwithstanding anything to the contrary contained in this definition,
        whenever an Asset Value determination is required under this Agreement:

        (a)    the Borrower shall cooperate with the Agent in its good faith
               determination of the Asset Value of each item of Eligible
               Collateral (including, without limitation, providing all
               information and documentation in the possession of the
               Borrower or otherwise within the control of the Borrower
               regarding such item of Eligible Collateral); and

        (b)    the Agent shall be entitled to consider any and all factors
               relevant to the determination of Asset Value including,
               without limitation, general and specific changes in the
               capital markets and the real estate markets, and other
               factors affecting any item of

                                      -2-


               Eligible Collateral, the Borrower, any Collateral Obligor or the
               transactions contemplated hereunder. Each communication by the
               Agent to the Borrower of an Asset Value determination
               pertaining to one or more items of Eligible Collateral shall
               be subject to the disclaimer provisions set forth in Clause
               33.3 (Disclaimers).

        "Authorisation" shall mean an authorisation, consent, approval,
        resolution, licence, exemption, filing, notarisation or registration.

        "Availability Period" shall mean the period from and including the
        Effective Date to and including the Termination Date.

        "Available Credit" shall mean, with respect to any Lender, such Lender's
        Maximum Credit minus:

        (a)    the Base Currency Amount of its participation in any
               outstanding Loans; and

        (b)    in relation to any Loans that are proposed to be made, the
               Base Currency Amount of its proportional participation in any
               Loans that are due to be made on or before the proposed
               Funding Date,

        other than such Lender's participation in any Loans that are due to be
        repaid or prepaid on or before the proposed Funding Date.

        "B Notes" shall mean the original executed subordinated note or other
        evidence of a subordinated interest with respect to a Mortgage Loan or a
        Mezzanine Loan (to which the applicable representations and warranties
        in Clause 17.13 (Collateral; Collateral Security) hereof are correct).

        "Bank Agreement" shall mean the Collection Account Security and Control
        Agreement between inter alios the Borrower and the Security Trustee
        dated 17 February 2006.

        "Base Currency" shall mean dollars.

        "Base Currency Amount" shall mean, in relation to a Loan, the amount
        specified in the Request for Borrowing for that Loan (or, if the amount
        requested is not denominated in the Base Currency, that amount converted
        into the Base Currency at the Agent's Spot Rate of Exchange on the date
        which is one (1) Business Day before the Funding Date) adjusted to
        reflect any repayment, pre-payment, consolidation or division of the
        Loans.

        "Borrower Bank Accounts" or "Accounts" means the Borrower Sterling
        Account, the Borrower Yen Account and the Borrower Euro Account or
        either of them as the context may require (and any renewal or
        redesignation of such accounts) maintained with the Account Bank, the
        Irish Bank Accounts and any other bank accounts as the Borrower may open
        and maintain from time to time in accordance with the Bank Agreement and
        notified to the Agent and the Lenders.

        "Borrower Euro Account" means the euro denominated Borrower Bank Account
        maintained by the Account Bank with account number 40183181, account
        name AHR Capital MS Limited Euro Account (and any redesignation of such
        account).

                                     -3-


        "Borrower Irish Tax Requirements" shall mean the following:

        (a)    the Borrower is and shall continue to be resident in the
               Republic of Ireland for the purposes of the Irish Taxes Act;

        (b)    the Borrower carries on and shall continue to carry on in the
               Republic of Ireland the business of holding, managing or both
               the holding and managing of the Eligible Collateral or
               interests in the Eligible Collateral;

        (c)    apart from activities ancillary to the business of managing or
               holding the Eligible Collateral or interests in the Eligible
               Collateral, the Borrower carries on and shall continue to
               carry on no other activities;

        (d)    the market value of the Eligible Collateral or interests in
               the Eligible Collateral held or managed by the Borrower was
               not less than EUR 10,000,000 on the day on which the Eligible
               Collateral or interests in the Eligible Collateral were first
               held by it;

        (e)    all of the transactions entered into or that will be entered
               into by the Borrower have been or will be entered into, as the
               case may be, on an arm's length basis, apart from any
               transaction or arrangement where Section 110(4) of the Irish
               Taxes Act applies to any interest or other distribution
               payable under the transaction or arrangement unless the
               transaction or arrangement concerned is excluded from that
               provision by virtue of Section 110(5) of the Irish Taxes Act;

        (f)    the Borrower has notified the Irish Revenue Commissioners in
               the prescribed form that it is or intends to be a qualifying
               company for the purposes of Section 110(1) of the Irish Taxes
               Act and has supplied to the Irish Revenue Commissioners such
               other particulars relating to it as may be specified in the
               prescribed form;

        (g)    the proceeds of all monies or funding received by the Borrower
               have been, or as applicable, shall be used by the Borrower in
               the course of its business as a qualifying company within the
               meaning of Section 110 of the Irish Taxes Act;

        (h)    excluding costs of incorporation of the Borrower, any material
               expenses (being expenses in the aggregate exceeding $50,000
               per annum) incurred or to be incurred by the Borrower
               including interest payable by the Borrower shall be deductible
               in computing its profits for the purposes of the Irish Taxes
               Act; and

        (i)    any transaction entered into by the Borrower is not or will
               not be entered into by such Borrower for tax avoidance
               reasons.

        "Borrower Sterling Account" means the sterling denominated Borrower Bank
        Account maintained by the Account Bank with account number 40183203,
        account name AHR Capital MS Limited Sterling Account (and any
        redesignation of such account).

        "Borrower Yen Account" means the Yen denominated Borrower Bank Account
        maintained by the Account Bank with account number 40193829, account
        name AHR Capital MS Limited Yen Account (and any redesignation of such
        account).

                                     -4-


        "Borrowing Base" shall mean the aggregate Collateral Value of the
        Collateral utilised pursuant to the Debenture to secure the amounts from
        time to time outstanding under the Finance Documents, including, but not
        limited to, the Loans.

        "Borrowing Base Deficiency" shall have the meaning provided in paragraph
        (a) of Clause 8.3(a) (Mandatory Pre-Payment or granting of further
        security to the Security Trustee) hereof. "Business Day" shall mean, a
        day (other than a Saturday or Sunday) on which banks are open for
        general business in:

        (a)    London, or in relation to any date for payment or purchase of
               a currency other than sterling or euro the principal financial
               centre of the country of that currency;

        (b)    in relation to any date for payment or purchase of euro, any
               TARGET Day; or

        (c)    in relation to any notice to be given to a party pursuant to
               this Agreement (including a Request for Borrowing) the city in
               which such party's office for service is located.

        "Capital Lease Obligations" shall mean, for any person, all obligations
        of such person to pay rent or other amounts under a lease of (or other
        agreement conveying the right to use) Property to the extent such
        obligations are required to be classified and accounted for as a capital
        lease on a balance sheet of such person under GAAP, and, for purposes of
        this Agreement, the amount of such obligations shall be the capitalised
        amount hereof, determined in accordance with GAAP.

        "CMBS" shall mean, in the singular or plural as the context requires,
        debt securities backed by mortgages or other comparable security over
        commercial real estate or by securities, interests or other obligations
        backed directly or indirectly by such mortgages or other comparable
        security with the assigned Rating by the corresponding Rating Agency as
        set forth in Schedule 10 (Pricing Matrix).

        "Collateral" shall mean, all of the Borrower's right, title and interest
        in, to and under each of the following items of Property, whether now
        owned or hereafter acquired, now existing or hereafter created and
        wherever located:

        (a)    All Eligible Collateral with respect to which a Loan is made
               hereunder;

        (b)    All Collateral Documents with respect to which a Loan is made
               hereunder and as to which the Custodian has been instructed to
               hold for the Security Trustee pursuant to the Custodial
               Agreement;

        (c)    All guarantees and insurance (issued by any Governmental
               Authority or otherwise) and any insurance certificate or other
               document evidencing such guarantees or insurance relating to
               any Collateral and all claims and payments thereunder;

        (d)    All Interest Rate Protection Agreements;

        (e)    All other insurance policies and insurance proceeds relating
               to the Collateral or related Property;

                                     -5-


        (f)    All collateral or security however defined, under any other
               agreement between or any Obligor and the Lender and/or or any
               of their respective Affiliates; and

        (g)    Any and all replacements, substitutions, distributions on or
               proceeds of any and all of the foregoing.

        "Collateral Documents" shall mean the documents comprising the
        Collateral File for each item of Eligible Collateral.

        "Collateral File" shall mean, as to each item of Collateral, those
        documents set forth in a schedule to be delivered by the Borrower or the
        Agent to the Custodian and which are delivered to the Custodian pursuant
        to the terms of this Agreement or the Custodial Agreement including,
        without limitation, all documents required by the Agent to better enable
        the Borrower to grant in favour of the Security Trustee and to perfect a
        first priority security interest in such item of Collateral.

        "Collateral Loan" shall mean, any Eligible Collateral consisting of a
        loan or an interest in a loan.

        "Collateral Obligor" shall mean, any obligor with respect to any
        Eligible Collateral any issuer of any debt security comprising any
        portion of the Collateral and the issuer of any Preferred Equity
        Interest.

        "Collateral Schedule" shall mean a list of the Eligible Collateral to be
        granted by way of security to the Security Trustee for the Secured
        Obligations under the Finance Documents attached to a Custodial
        Identification Certificate setting forth, as to each item of Eligible
        Collateral, the applicable information for such Collateral type
        specified in the Custodial Agreement.

        "Collateral Schedule and Exception Report" shall mean any collateral
        schedule and exception report prepared by the Custodian pursuant to the
        Custodial Agreement.

        "Collateral Value" shall mean on any day, with respect to each item of
        Collateral, the product obtained by multiplying the Asset Value of such
        item of Collateral (converted into the Base Currency calculated by the
        Agent determining the Base Currency equivalent of such Asset Value by
        converting such Asset Value into the Base Currency using the Agent's
        Spot Rate of Exchange on such day) by the Advance Rate set forth in the
        Request for Borrowing associated therewith.

        "Commitment Fee" shall have the meaning provided in Clause 11 (Fees)
        hereof.

        "Corporate Services Agreement" shall mean the Management Agreement dated
        27 January 2006 between the Borrower and Citco Corporate Services
        (Ireland) Limited.

        "Custodian" shall mean, LaSalle Bank National Association, as Custodian
        under the Custodial Agreement, and its successors and permitted assigns
        thereunder.

        "Custodial Agreement" shall mean the Custodial Agreement, dated as of 17
        February 2006, between the Borrower, the Custodian and the Agent,
        substantially in the form of Schedule 12 (Form of Custodial Agreement)
        hereto, as the same shall be modified and supplemented and in effect
        from time to time.

                                     -6-


        "Custodial Identification Certificate" shall mean, the certificate
        executed by the Borrower in connection with the pledge of Eligible
        Collateral to the Security Trustee in the form of Schedule 3 to the
        Custodial Agreement.

        "Debenture" shall mean the Debenture to be entered into by, inter alios,
        the Borrower in favour of the Security Trustee.

        "Default" shall mean an Event of Default or any event or circumstance
        which would (with the expiry of a grace period, the giving of notice, or
        any combination of any of the foregoing) be an Event of Default.

        "Diligence Materials" shall mean the Preliminary Due Diligence Package
        together with the materials requested in the Supplemental Due Diligence
        List.

        "dollars" or "$" shall mean the lawful currency of the United States
        of America.

        "Due Diligence Review" shall have the meaning set forth in Clause 33.2
        (Periodic Due Diligence Review).

        "Effective Date" shall mean, February 17, 2006.

        "Eligible Collateral" shall mean collectively: Mortgage Loans, Mezzanine
        Loans, B Notes, Preferred Equity Interests and CMBS and Other Approved
        Collateral to which the applicable section of Schedule 11
        (Representations and Warranties Re: Eligible Collateral) hereof is
        correct.

        "Eligible Collateral Asset" shall mean any particular item of Eligible
        Collateral.

        "Encumbered Property" shall mean the real property (including all
        improvements, buildings, fixtures, building equipment and personal
        property thereon and all additions, alterations and replacements made at
        any time with respect to the foregoing) and all other collateral
        securing repayment of the debt comprised in a Mortgage Loan, or, in the
        case of any Mezzanine Loan, the Equity Interests and the real property
        related thereto.

        "Equity Interest" shall mean any interest in a person constituting a
        share of stock or a partner or membership interest or other right or
        interest in a person not characterised as indebtedness under GAAP
        (including, without limitation, a Preferred Equity Interest).

        "Equity Proceeds" shall mean with respect to the Guarantor, an amount
        equal to the net proceeds from the issuance of any securities of the
        Guarantor or the net proceeds due to the Guarantor from contributions to
        capital or otherwise by another person.

        "EURIBOR" means in relation to any Loan in euro:

        (a)    the applicable Screen Rate; or

        (b)    (if no Screen Rate is available for the Interest Period of
               that Loan) the arithmetic mean of the rates (rounded upwards
               to four decimal places) as supplied to the Agent at its
               request quoted by the Reference Banks to leading banks in the
               European interbank market;

                                     -7-


        as of the Specified Time on the Quotation Day for the offering of
        deposits in euro for a period comparable to the Interest Period of the
        relevant Loan.

        "euro" or "EUR" shall mean the single currency unit of the Participating
        Member States.

        "EU Insolvency Regulation" means Council Regulation (EC) No. 1346/2000
        of 20 May 2000.

        "Event of Default" shall mean any event or circumstance specified as
        such in Clause 20 (Events of Default).

        "Examiner" has the meaning given to it in Section 2 of the Companies
        (Amendment) Act, 1990 of the Republic of Ireland and "Examinership"
        shall be construed accordingly.

        "Exit Fee" shall have the meaning ascribed to it in Clause 11.2 (Exit
        Fee).

        "Exit Fee Related Collateral" shall have the meaning ascribed to it in
        Clause 11.2 (Exit Fee).

        "Facility" shall mean the revolving loan facility made available under
        this Agreement as described in Clause 2 (The Facility).

        "Facility Office" shall mean the office or offices notified by a Lender
        to the Agent in writing on or before the date it becomes a Lender (or,
        following that date, by not less than five (5) Business Days' written
        notice) as the office or offices through which it will perform its
        obligations under this Agreement.

        "Finance Documents" shall mean this Agreement, the Debenture, the
        Guarantee, the Custodial Agreement, the Bank Agreement, each Interest
        Rate Protection Agreement and any other document designated as such by
        the Agent and the Borrower.

        "Finance Party" shall mean the Agent, the Security Trustee and each
        Lender as the case may be and the context requires.

        "Funding Costs" shall mean, collectively, the actual costs to a Lender
        of breaking an interbank contract for LIBOR, or if applicable, EURIBOR
        (or the costs that would have been incurred if such a Lender had entered
        into a broken interbank contract prior to the expiration of the contract
        period applicable thereto in connection with (a) a pre-payment (whether
        voluntary or involuntary) of all or any portion of an Asset-Specific
        Loan Balance or other principal repayment required or permitted under
        the Finance Documents that is made at any time other than at the
        expiration of an Interest Period, (b) any voluntary or involuntary
        acceleration of the Termination Date that in effect occurs on any date
        that is not the last day of an Interest Period with respect to any
        Asset-Specific Loan Balance, and (c) any other set of circumstances not
        attributable solely to a Lender's acts, or related to an amendment of
        this Agreement by the parties hereto. Subject to the foregoing, Funding
        Costs shall not include a diminution in yield suffered by a Lender upon
        re-lending or re-investing the principal of a Loan after any pre-payment
        of such Loan.

        "Funding Date" shall mean the date on which a Loan is made hereunder.

                                     -8-


        "GAAP" shall mean

        (a)    in respect of the Borrower, generally accepted accounting
               principles in effect from time to time in the Republic of
               Ireland; and

        (b)    in respect of the Guarantor, generally accepted accounting
               principles in effect from time to time in the United States of
               America.

        "Governmental Authority" shall mean, any nation or government, any state
        or other political subdivision thereof, any entity exercising executive,
        legislative, judicial, regulatory or administrative functions of or
        pertaining to government and any court or arbitrator having jurisdiction
        over the Borrower, the Guarantor or any of their respective Subsidiaries
        or any of their respective properties.

        "Guarantee" shall mean the Parent Guaranty and Indemnity executed by the
        Guarantor in favour of the Security Trustee dated 17 February 2006.

        "the Guarantor" shall mean Anthracite Capital, Inc., a Maryland
        corporation.

        "Holding Company" means, in relation to a company or corporation, any
        other company or corporation in respect of which it is a Subsidiary.

        "Indebtedness" shall mean any indebtedness for or in respect of:

        (a)    moneys borrowed;

        (b)    any amount raised by acceptance under any acceptance credit
               facility or dematerialised equivalent;

        (c)    any amount raised pursuant to any note purchase facility or
               the issue of bonds, notes, debentures, loan stock or any
               similar instrument;

        (d)    the amount of any liability in respect of any lease or hire
               purchase contract which would, in accordance with GAAP, be
               treated as a finance or capital lease;

        (e)    receivables sold or discounted (other than any receivables to
               the extent they are sold on a non-recourse basis);

        (f)    any amount raised under any other transaction (including any
               forward sale or purchase agreement) having the commercial
               effect of a borrowing;

        (g)    any derivative transaction entered into in connection with
               protection against or benefit from fluctuation in any rate or
               price (and, when calculating the value of any derivative
               transaction, only the marked to market value shall be taken
               into account);

        (h)    any counter-indemnity obligation in respect of a guarantee,
               indemnity, bond, standby or documentary letter of credit or
               any other instrument issued by a bank or financial
               institution;

        (i)    any Capital Lease Obligations;

                                     -9-


        (j)    any amount of any liability under an advance or deferred
               purchase agreement if one of the primary reasons behind the
               entry into this agreement is to raise finance;

        (k)    (without double counting) the amount of any liability in
               respect of any guarantee or indemnity for any of the items
               referred to in paragraphs (a) to (k) above; and

        (l)    any other indebtedness of the Borrower whether financial or
               otherwise.

        "Information Memorandum" shall mean, the document in the form approved
        by the Borrower concerning the Borrower which, at its request and on its
        behalf, is to be prepared in relation to this transaction and
        distributed prior to the Syndication Date in connection with
        syndication.

        "Institutional Investor" shall mean a bank, insurance company, pension
        fund, real estate investment trust, registered investment advisor or
        other institutional investor or a corporation whose shares are publicly
        traded on the New York Stock Exchange or the American Stock Exchange,
        the London Stock Exchange, the Irish Stock Exchange or a similar
        internationally recognised stock exchange of another nation or any
        Affiliate of the foregoing, in each case, having not less than
        $500,000,000 in assets and $250,000,000 in equity, and having a long
        term unsecured debt rating of "A" by S&P or the equivalent by Moody's.

        "Institutional Owner" shall mean an insurance company, bank, savings and
        loan association, REIT, Real Estate Mortgage Investment Conduit, grantor
        trust, trust company, commercial credit corporation, pension plan,
        pension fund or pension fund advisory firm, mutual fund or other
        investment company, governmental entity or plan, "qualified
        institutional buyer", within the meaning of Rule 144A under the
        Securities Act (U.S.) of 1993, as amended (other than a broker/dealer)
        or an institution substantially similar to any of the foregoing, or any
        entity wholly owned by any one or more such institutions, in each case,
        having not less than $500,000,000 in assets and $250,000,000 in equity,
        and having a long term unsecured debt rating of "A" by S&P or the
        equivalent by Moody's.

        "Intangible Assets" shall mean the excess of the cost over book value of
        assets acquired, patents, trademarks, trade names, copyrights,
        franchises and other intangible assets (excluding, in any event, the
        value of any residual securities and the value of any owned or purchased
        mortgage servicing rights).

        "Interest Payment Date" shall mean the first Business Day of each month
        and for the last month of this Agreement, the first Business Day of such
        last month and the Termination Date.

        "Interest Period" for any Loan shall mean (i) the period commencing on
        the Funding Date and ending on the day immediately preceding the next
        succeeding Interest Payment Date, and thereafter (ii) the period
        commencing on each Interest Payment Date and ending on the date
        immediately preceding the next succeeding Interest Payment Date.

        "Interest Rate Protection Agreement" shall mean, any, futures contract,
        options related contract, interest rate swap, cap or collar agreement or
        similar arrangement providing for protection against fluctuations in
        interest rates or the exchange of nominal interest obligations, either
        generally or under specific contingencies.

                                    -10-


        "Investment Management Agreement" shall mean the Investment Management
        Agreement dated 27 January 2006 between the Borrower and BlackRock
        Financial Management, Inc.

        "Irish Bank Accounts" means, collectively, the current account (account
        No. 26932332) and the deposit account (account No. 26933802) in the name
        of the Borrower with the Governor and Company of the Bank of Ireland.

        "Irish Taxes Act" has the meaning given to it in Clause 12.1
        (Definitions).

        "the Lender" shall mean:

        (a)    Morgan Stanley Bank, a Utah Corporation; and

        (b)    any bank, financial institution, trust, fund or other entity
               which has become a Party in accordance with Clause 21 (Changes
               to the Lenders),

        which in each case has not ceased to be a Party in accordance with the
        terms of this Agreement.

        "Lenders' Net Aggregate Exposure" shall mean on any day, with respect to
        all Loans, a fraction:

        (a)    the numerator of which shall be the sum of (i) the aggregate
               amounts of the Loans plus (ii) the aggregate amount of any and
               all senior Indebtedness and senior Preferred Equity
               Interest(s) secured in whole or in part by real property or
               direct or indirect beneficial interests therein relating to
               all Eligible Collateral securing such Loans; and

        (b)    the denominator of which shall be the fair market value (in
               the Base Currency and if not expressed in the Base Currency,
               converted into the Base Currency using the Agent's Spot Rate
               of Exchange on the day such calculation is made) of the real
               property or direct or indirect beneficial interests referred
               to in (a) above as determined by the Agent in its sole good
               faith discretion.

        "Lenders' Net Exposure" shall mean, with respect to each Loan, a
        fraction:

        (a)    the numerator of which shall be sum of (i) the Base Currency
               Amount of such Loan plus (ii) the amount of any and all
               Indebtedness and senior Preferred Equity Interest(s) (in each
               case converted into the Base Currency using the Agent's Spot
               Rate of Exchange on such day) secured in whole or in part by
               real property or direct or indirect beneficial interests
               therein relating to the Eligible Collateral granted as
               security to the Security Trustee in connection with such Loan;
               and

        (b)    the denominator of which shall be the fair market value (in
               the Base Currency and if not expressed in the Base Currency,
               converted into the Base Currency using the Agent's Spot Rate
               of Exchange on the day such calculation is made) of the real
               property or direct or indirect beneficial interests referenced
               in (a) above as determined by the Agent in its sole good faith
               discretion.

        "LIBOR" shall mean, in relation to any Loan:

        (a)    the applicable Screen Rate; or

                                    -11-


        (b)    (if no Screen Rate is available for the currency or Interest
               Period of that Loan) the arithmetic mean of the rates (rounded
               upwards to four decimal places) as supplied to the Agent at
               its request quoted by the Reference Banks to leading banks in
               the London interbank market,

        on or about 11:00 a.m. London time on the Quotation Day for the offering
        of deposits in the currency of that Loan and for a period of thirty (30)
        days.

        "LMA" shall mean the Loan Market Association.

        "Loan" shall mean a loan made or to be made under the Facility or the
        principal amount outstanding for the time being of that loan.

        "Loan-To-Value Ratio" or "LTV" shall mean, as of any date in respect to
        any item of Eligible Collateral, the ratio that (x) the aggregate
        outstanding principal balances of all loans and preferred equity
        interests secured in whole or in part by real property or direct or
        indirect beneficial interests therein relating to such Eligible
        Collateral bears to (y) the value, determined by an Appraisal in a form
        reasonably acceptable to the Agent, of the real property (together with
        all applicable appurtenant interests and subject to all applicable
        security interests, encumbrances and tenancies), or direct or indirect
        beneficial interests which form the basis of such Eligible Collateral.

        "Majority Lenders" shall mean:

        (a)    if there are no Loans then outstanding, a Lender or Lenders
               whose Total Maximum Credit aggregate more than 66(2)/3% of the
               Total Maximum Credit (or, if the Total Maximum Credit have
               been reduced to zero, aggregated more than 66(2)/3% of the
               Total Maximum Credit immediately prior to the reduction); or

        (b)    at any other time, a Lender or Lenders whose participations in
               the Loans then outstanding aggregate more than 66(2)/3% of all
               the Loans then outstanding.

        "Mandatory Cost" shall mean the percentage rate per annum calculated by
        the Agent in accordance with Schedule 4 (Mandatory Cost formulae).

        "Material Adverse Effect" shall mean a material adverse effect on:

        (a)    the business, operations, Property, condition (financial or
               otherwise) or prospects of the Borrower or the Guarantor;

        (b)    the ability of an Obligor to perform its obligations under any
               of the Finance Documents;

        (c)    the validity or enforceability of any of the Finance Documents
               or the rights or remedies of any Finance Party under any of
               the Finance Documents;

        (d)    the timely payment of principal or of interest on a Loan or
               other amounts payable in connection therewith; or

        (e)    the Collateral.

                                    -12-


        "Maximum Credit" shall mean in relation to any Lender, the amount in the
        Base Currency set opposite its name under the heading "Maximum Credit"
        in Part II of Schedule 1 (The Original Parties) and the amount in the
        Base Currency of any other Maximum Credit transferred to it under this
        Agreement as the same may be reduced in accordance with this Agreement
        to the extent not cancelled, reduced or transferred by it under this
        Agreement.

        "Mezzanine Loan" shall mean indebtedness of an owner or owners of any
        Equity Interest or any other equity or ownership interests in property
        secured only by such Equity Interest or other equity or ownership
        interest, each encumbering one or more commercial (including retail
        office, industrial, self-storage, hospitality or other commercial uses)
        or multi-family residential properties to which the applicable
        representations and warranties in Clause 17.13 (Collateral: Collateral
        Security) hereof are correct.

        "Moody's" shall mean Moody's Investors Service Inc. or any successor
        to its rating business.

        "Mortgage" shall mean the mortgage, charge or other instrument securing
        a Mortgage Loan, which creates a first ranking security interest on real
        property.

        "Mortgage Loan" shall mean a performing mortgage loan encumbering one or
        more commercial (including retail, office, industrial, self storage,
        hospitality or other commercial uses) or multi-family residential
        properties to which the applicable representations and warranties in
        Clause 17.13 (Collateral; Collateral Security) hereof are correct.
        "MS & Co." shall mean Morgan Stanley & Co. Incorporated, a registered
        broker-dealer.

        "MS Indebtedness" means any Indebtedness of any Obligor owed to the
        Initial Lender or any of its respective Affiliates.

        "Net Worth" shall mean the amount which would be included under
        shareholders equity on a consolidated balance sheet of the Borrower and
        the Guarantor and its subsidiaries determined on a consolidated basis in
        accordance with GAAP.

        "Obligors" shall mean the Borrower and the Guarantor and "Obligor" shall
        mean either one of them as the context may require.

        "Optional Currency" shall mean sterling, Yen or euros or any other
        currency mutually agreed to by the Borrower and the Agent.

        "Other Approved Collateral" shall mean such other proposed Property of
        the Borrower as the Agent shall accept as Collateral for a Loan.

        "Participating Member State" shall mean any member state of the
        European Communities that adopts or has adopted the euro as its lawful
        currency in accordance with legislation of the European Community
        relating to Economic and Monetary Union.

        "Party" shall mean a party to this Agreement.

        "Post Default Rate of Interest" shall have the meaning ascribed to it in
        Clause 9.3 (Default Interest).

                                    -13-


         "Preferred Equity Interest" shall mean any interest in a person
         constituting preference shares or a preferred partnership or membership
         interest or other preferred right or interest in a person that is not
         characterised as indebtedness under GAAP.

        "Preliminary Due Diligence Package" shall mean, with respect to any item
        of Eligible Collateral, the following due diligence information relating
        to such item of Eligible Collateral to be provided by the Borrower to
        the Agent pursuant to this Agreement:

        (a)    a summary memorandum outlining the proposed transaction,
               including potential transaction benefits and all material
               underwriting risks, all Underwriting Issues and all other
               characteristics of the proposed transaction that a prudent
               lender would consider material;

        (b)    a cash flow pro-forma, plus historical information, if
               available;

        (c)    a description of the Property comprised in such Eligible
               Collateral (whether real property, a loan or other
               collateral);

        (d)    the indicative relevant Loan-To-Value Ratio;

        (e)    the Borrower's or the Guarantor's or any Affiliate thereof's
               relationship with its Collateral Obligor or any Affiliate of
               such Collateral Obligor, if any;

        (f)    a Phase I environmental report (including asbestos and lead
               paint report);

        (g)    third party reports, to the extent available and applicable,
               including:

               (i)    current Appraisal;

               (ii)   Phase II environmental report or other follow-up
                      environmental report if such was recommended in the
                      relevant Phase I environmental report;

               (iii)  seismic reports; and

               (iv)   an operations and maintenance plan with respect to
                      asbestos containing materials;

        (h)    documents comprising such Eligible Collateral, or current
               drafts thereof, including, without limitation, the underlying
               debt and the related finance documents (including any
               guarantees), the Collateral Obligor's organisational, or
               constitutional, documents, warrant agreements, and loan and
               collateral security agreements, as applicable;

        (i)    a list that specifically and expressly identifies any
               Collateral Documents that relate to such Eligible Collateral
               but which are not in the Borrower's possession; and

        (j)    in the case of Eligible Collateral which is other than an
               actual Mortgage Loan, all information and other materials
               described in this definition which would otherwise be provided
               for the underlying mortgage loan if it were an item of
               Eligible Collateral, except that, as to the items set forth in
               paragraphs (g) and (h), to the extent the Borrower possesses
               such information or has access to such information because it
               was provided to the related lead lender and made available to
               the Borrower.

                                    -14-


        "Principal Receipts" means in relation to any Eligible Collateral
        purchased or otherwise acquired by the Borrower, any monies arising from
        such Eligible Collateral and received by the Borrower which are of a
        principal nature or are on account of principal, or are on account of a
        return of capital in relation to a Preferred Equity Interest.

        "Property" shall mean, any right or interest in or to property of any
        kind whatsoever, whether real, personal or mixed and whether tangible or
        intangible.

        "Proposed Eligible Collateral" means any item of Collateral that the
        Borrower proposes should be the subject of a Loan prior to the approval
        by the Agent as Eligible Collateral.

        "Qualifying Lender" has the meaning given to it in Clause 12.1
        (Definitions).

        "Quotation Day" means in relation to any period for which an interest
        rate is to be determined the day that is one (1) day prior to the first
        day of that period.

        "Rating" shall mean the rating (or its equivalent) assigned by each
        Rating Agency for CMBS as set forth in Schedule 10 (Pricing Matrix).

        "Rating Agency" shall mean Moody's and S&P.

        "Reference Banks" shall mean the principal London offices of HSBC Bank
        plc, The Royal Bank of Scotland plc, Barclays Bank plc and Lloyds TSB
        Bank plc or such other banks as may be appointed by the Agent in
        consultation with the Borrower.

        "Relevant Interbank Market" shall mean in relation to euro, the European
        interbank market, in relation to sterling the London interbank market,
        in relation to Yen, the London interbank market and, in relation to any
        other currency, the London interbank market.

        "Repeating Representations" shall mean the representation and warranties
        of the Borrower set forth in Clauses 17.1, 17.2, 17.3, 17.4, 17.5, 17.6,
        17.7, 17.9, 17.10, 17.11, 17.12, 17.13, 17.15, 17.16, 17.17, 17.18 and
        17.19 of this Agreement.

        "Request for Borrowing" shall mean a notice substantially in the form
        set out in Schedule 3 (Request for Borrowing).

        "Reservations" shall mean (i) the effect of bankruptcy, examination,
        insolvency or similar laws affecting generally the enforcement of
        creditor's rights, as such laws would apply in the event of any
        bankruptcy, examination, receivership, insolvency or similar event
        applicable to the relevant Obligor and (ii) general equitable principles
        (whether enforceability of such principles is considered in a proceeding
        at law or in equity).

        "Responsible Officer" shall mean, as to any person, the chief executive
        officer, chairman of the board, president, executive vice president,
        and, with respect of financial matters, executive vice president, vice
        president or the treasurer of such person.

        "Revenue Receipts" means any monies received by the Borrower which are
        not Principal Receipts (or the proceeds of the investment of the
        Borrower Principal Receipts).

        "S&P" shall mean Standard and Poor's Rating Services, a division of The
        McGraw-Hill Companies, Inc. or any successor to its rating business.

                                    -15-


        "Screen Rate" means:

        (a)    in relation to LIBOR, the British Bankers' Association
               Interest Settlement Rate for the relevant currency and period;

        (b)    in relation to EURIBOR, the percentage rate per annum
               determined by the Banking Federation of the European Union for
               the relevant period;

        displayed on the appropriate page of the Reuters screen. If the agreed
        page is replaced or service ceases to be available, the Agent may
        specify another page or service displaying the appropriate rate after
        consultation with the Borrower and the Lenders.

        "Secured Parties" or "Secured Party" shall have the meaning provided
        in the Debenture.

        "the Security Trustee" has the meaning provided in the heading to
        this Agreement.

        "the Servicer" shall have the meaning provided in Clause 33.1
        (Servicing) hereof.

        "Servicer Notice" shall have the meaning provided in Clause 33.1
        (Servicing) hereof.

        "Servicing Agreement" shall have the meaning provided in Clause 33.1
        (Servicing) hereof.

        "Servicing Records" shall have the meaning provided in Clause 33.1
        (Servicing) hereof.

        "sterling" or "(pound)" shall mean the lawful currency of the United
        Kingdom.

        "Subordinated Loan Agreement" shall mean the agreement made between the
        Borrower and the Guarantor evidencing the subordinated debt of the
        Borrower to the Guarantor which shall not be dated later than the date
        of the initial loan under this Agreement.

        "Subsidiary" shall mean in the case of a company incorporated in England
        and Wales a subsidiary within the meaning of Section 736 of the
        Companies Act 1985 and in the case of the Borrower only a subsidiary
        within the meaning of Section 155 of the Companies Act, 1963 (as
        amended) of the Republic of Ireland:

        (a)    which is controlled, directly or indirectly, by the first
               mentioned company or corporation;

        (b)    more than half the issued share capital of which is
               beneficially owned, directly or indirectly by the first
               mentioned company or corporation; or

        (c)    which is a Subsidiary of another Subsidiary of the first
               mentioned company or corporation,

        and for this purpose, a company or corporation shall be treated as being
        controlled by another if that other company or corporation is able to
        direct its affairs and/or to control the composition of its board of
        directors or equivalent body.

        "Supplemental Due Diligence List" shall mean with respect to any item of
        Proposed Eligible Collateral, information or deliveries concerning such
        Proposed Eligible Collateral that the Agent shall request in addition to
        the Preliminary Due Diligence Package.

                                    -16-


        "Syndication Date" shall mean the day which is the day specified by as
        the day on which primary syndication of the Facility is completed.

        "Table Funded Eligible Collateral" shall mean Eligible Collateral to be
        acquired by the Borrower contemporaneously with the making of a Loan to
        it, where substantially all of the proceeds of the relevant Loan will be
        used to acquire such Eligible Collateral.

        "Tangible Net Worth" shall mean, as of a particular date:

        (a)    all amounts which would be included under equity on the
               balance sheet of the Guarantor at such date, determined in
               accordance with GAAP, less

        (b)
               (i)   all amounts owing to the Guarantor from Affiliates; and

               (ii)  Intangible Assets.

        "TARGET" means Trans-European Automated Real-time Gross Settlement
        Express Transfer payment system.

        "TARGET Day" means any day on which TARGET is open for the settlement
        of payments in euro.

        "Tax" shall mean any tax, levy, impost, duty or other charge or
        withholding of a similar nature (including any penalty or interest
        payable in connection with any failure to pay or any delay in paying any
        of the same).

        "Taxes Act" shall mean the Income and Corporation Taxes Act 1988.

        "Termination Date" shall mean February 17, 2008 or such earlier date on
        which this Agreement may terminate in accordance with its terms or by
        operation of law.

        "Total Maximum Credit" shall mean the aggregate of the Maximum Credit
        being $300,000,000 as at the date of this Agreement.

        "Transfer Certificate" shall mean a certificate substantially in the
        form set out in Schedule 5 (Form of Transfer Certificate) or any other
        form agreed between the Agent and the Borrower.

        "Transfer Date" shall mean in relation to a transfer, the later of:

        (a)    the proposed Transfer Date specified in the Transfer
               Certificate; and

        (b)    the date on which the Agent executes the Transfer Certificate.

        "Trust Receipt" shall mean the receipt delivered by the Custodian
        pursuant to the Custodial Agreement acknowledging receipt of a
        Collateral File in connection with a Loan.

        "Underwriting Issues" shall mean, with respect to any Collateral as to
        which the Borrower intends to request a Loan, all information that has
        come to the Borrower's attention, based on the making of reasonable
        inquiries and the exercise of reasonable care and diligence under the
        circumstances, which would be considered a materially "negative" factor
        (either separately or in the aggregate with other information), or a
        material defect in loan documentation or closing


                                    -17-


        deliveries (such as any absence of any material Collateral Documents),
        to a reasonable institutional lender in determining whether to originate
        or acquire the Collateral in question.

        "Unpaid Sum" shall mean any sum due and payable but unpaid by an
        Obligor under the Finance Documents.

        "VAT" shall mean value added tax as provided for in the Value Added Tax
        Act 1972 as amended, of the Republic of Ireland and any other tax of a
        similar nature.

        "VAT Group" shall mean a VAT group as defined by Section 8(8) of the
        Value Added Tax Act, 1972, as amended of the Republic of Ireland.

        "Yen" and "(Y)" each mean the lawful currency for the time being of
        Japan.

1.2      Construction

        (a)   Unless a contrary indication appears any reference in this
              Agreement to:

              (i)    the "the Agent", "the Security Trustee" any "Finance
                     Party", any "the Lender", any "Obligor" or any "Party"
                     shall be construed so as to include its successors in
                     title, permitted assigns and permitted transferees;

              (ii)   "assets" includes present and future properties, revenues
                     and rights of every description;

              (iii)  a "Finance Document" or any other agreement or instrument
                     is a reference to that Finance Document or other agreement
                     or instrument as amended or novated;

              (iv)   "indebtedness" includes any obligation (whether incurred as
                     principal or as surety) for the payment or repayment of
                     money, whether present or future, actual or contingent;

              (v)    a "person" includes any person, firm, company, corporation,
                     government, state or agency of a state or any association,
                     trust or partnership (whether or not having separate legal
                     personality) of two or more of the foregoing;

              (vi)   a "regulation" includes any regulation, rule, official
                     directive, request or guideline (whether or not having the
                     force of law) of any governmental, intergovernmental or
                     supranational body, agency, department or regulatory,
                     self-regulatory or other authority or organisation;

              (vii)  a provision of law is a reference to that provision as
                     amended or re-enacted; and

              (viii) a time of day is a reference to London time.

        (b)   Section, Clause and Schedule headings are for ease of reference
              only.

        (c)   Unless a contrary indication appears, a term used in any other
              Finance Document or in any notice given under or in connection
              with any Finance Document has the same meaning in that Finance
              Document or notice as in this Agreement.

                                      -18-


        (d)   A Default (other than an Event of Default) and an Event of Default
              is "continuing" if it has not been remedied or waived.

        (e)   Unless a contrary intention appears words importing the singular
              shall include the plural and vice versa.

        (f)   In this Agreement, unless otherwise specified, where an expression
              requires any amounts of money to be aggregated or otherwise added
              where such amounts are not all denominated in the same currency
              then the aggregate of such amounts shall be:

                                         D + X(R)

              where "D" is the aggregate of all such amounts denominated in
              the Base Currency and "X(R)" is the aggregate of all such
              amounts denominated in currency other than the Base Currency
              converted into the Base Currency using the Agent's Spot Rate
              of Exchange on the day such calculation is made.

1.3     Third party rights

        A person who is not a Party has no right under the Contracts (Rights of
        Third Parties) Act 1999 to enforce or to enjoy the benefit of any term
        of this Agreement.

1.4     Original Facility Agreement

        The parties hereto originally entered onto a multicurrency revolving
        facility agreement dated 17 February 2006 (the "Original Facility
        Agreement"). The parties hereto now wish to amend and restate the
        Original Facility Agreement in the manner set out herein.

1.5     Repeating Representations

        The Borrower represents and warrants to each Finance Party in the terms
        of each of the Repeating Representations on the date hereof.

1.6     Conditions Precedent to Amendment and Restatement

        The Borrower may not deliver a Request for Borrowing after the date of
        this amended and restated agreement unless the Agent has received all of
        the documents and other evidence listed in Part IV of Schedule 2
        (Conditions Precedent) in form and substance satisfactory to the Agent.
        The Agent shall notify the Borrower and the Lenders, promptly upon being
        so satisfied.

1.7     Further Commitment Fee

        On the date hereof, the Borrower shall pay to the Agent (for the account
        of the Lenders) a fee of $101,643.84.


                                      -19-


                                    SECTION 2
                                  THE FACILITY

2.      THE FACILITY

2.1     The Facility

        Subject to the terms of this Agreement, the Lenders make available to
        the Borrower a multicurrency revolving loan facility in a maximum
        aggregate amount from time to time outstanding equal to the Total
        Maximum Credit.

2.2     Finance Parties' rights and obligations

        (a)    The obligations of each Finance Party under the Finance Documents
               are several. Failure by a Finance Party to perform its
               obligations under the Finance Documents does not affect the
               obligations of any other party under the Finance Documents. No
               Finance Party is responsible for the obligations of any other
               Finance Party under the Finance Documents.

        (b)    Subject to the terms and conditions of this Agreement, during the
               Availability Period the Borrower may borrow, repay and reborrow
               hereunder, provided that, notwithstanding the foregoing, no
               Lender shall have any obligation to make a Loan to the Borrower
               in excess of its Available Credit.

        (c)    The rights of each Finance Party under or in connection with the
               Finance Documents are separate and independent rights and any
               debt arising under the Finance Documents to a Finance Party from
               an Obligor shall be a separate and independent debt.

        (d)    A Finance Party may, except as otherwise stated in the Finance
               Documents, separately enforce its rights under the Finance
               Documents.

3.      PURPOSE

3.1     Purpose

        The Borrower shall apply all amounts borrowed by it under the Facility
        towards the acquisition or funding of Eligible Collateral and the
        purchase of Interest Rate Protection Agreements relating to such
        Eligible Collateral.

3.2     Monitoring

        No Finance Party is bound to monitor or verify the application of
        any amount borrowed pursuant to this Agreement.


                                      -20-


                                    SECTION 3
                                      LOANS

4.      CONDITIONS OF LOANS

4.1     Initial conditions precedent

        The Borrower may not deliver its initial Request for Borrowing unless
        the Agent has received all of the documents and other evidence listed in
        Part I of Schedule 2 (Conditions Precedent) in form and substance
        satisfactory to the Agent. The Agent shall notify the Borrower and the
        Lenders, promptly upon being so satisfied.

4.2     Further conditions precedent

        The Agent will only be obliged to comply with a Request for Borrowing if
        (i) on the Effective Date the representations and warranties made by
        each Obligor under each Finance Document are true in all material
        respects; and (ii) on any proposed Funding Date:

        (a)    the Borrower has complied with the provisions of Part II and III
               of Schedule 2 (Conditions Precedent);

        (b)    the Repeating Representations to be made by the Borrower and any
               other representations and warranties made by an Obligor under
               each Finance Document (other than this Agreement) are true in all
               material respects and in the case of the Repeating
               Representations, are deemed to be made by the Borrower by
               reference to the facts and circumstances then existing;

        (c)    the procedures set out in Clause 5 (Procedure for Loans) have
               been complied with; and

        (d)    the Availability Period has not expired.

5.      PROCEDURE FOR LOANS

5.1     Preliminary Approval of Eligible Collateral

        In respect of any assets which the Borrower proposes to be included in
        the Borrowing Base and to be granted as security to the Security Trustee
        pursuant to the Debenture the Borrower shall:

        (a)    submit to the Agent a Preliminary Due Diligence Package for the
               Agent's review and approval;

        (b)    not later than five (5) Business Days after the Agent has
               received a complete Preliminary Due Diligence Package, the Agent
               may: (i) request in the Agent's sole but good faith discretion
               additional information that the Agent shall specify on a
               Supplemental Due Diligence List; (ii) notify the Borrower of the
               Asset Value for the Proposed Eligible Collateral; or (iii) deny,
               in the Agent's sole and absolute discretion, the Borrower's
               request for a Loan hereunder; and

        (c)    In the event of a request for supplemental information by the
               Agent pursuant to paragraph (b)(i) of Clause 5.1, the Agent shall
               thereafter advise the Borrower in accordance with paragraph
               (b)(ii) of Clause 5.1 or paragraph (b)(iii) not later than five
               (5) Business Days following receipt of the requested information;

                                      -21-


        The Agent's failure to respond to the Borrower's request shall be deemed
        to be a denial of the Borrower's request for a Loan, unless otherwise
        agreed to between the Borrower and the Agent in writing. Nothing in this
        Clause 5.1 or elsewhere in this Agreement shall, or be deemed to
        prohibit the Agent from determining in its sole but good faith
        discretion the adequacy, completeness and appropriateness of or from
        disapproving any and all financial and other underwriting data required
        to be supplied by the Borrower under this Agreement.

5.2      Final Approval of Proposed Eligible Collateral
        In the event that the Agent notifies the Borrower of the Asset Value for
        the Proposed Eligible Collateral and the Borrower desires to obtain a
        Loan secured by the Proposed Eligible Collateral the Borrower shall:

        (a)   Notify the Agent of the Advance Rate selected by the Borrower with
              respect to such Loan which for greater certainty shall not cause
              the Lenders' Net Aggregate Exposure and the Lenders' Net Exposure
              for such Loan to exceed 80% and 85%, respectively;

        (b)   Satisfy the conditions precedent set forth in Part I and/or II, as
              applicable, of Schedule 2 (Conditions Precedent); and

        (c)   Provide the Agent, for the Agent's review, the following to the
              extent not otherwise included in the Preliminary Due Diligence
              Package:

              (i)    Environmental and Engineering. If applicable an
                     environmental report and an engineering report, each in
                     form and substance satisfactory to the Agent, by an
                     engineer and environmental consultant reasonably acceptable
                     to the Agent.

              (ii)   Appraisal. If applicable an Appraisal.

              (iii)  Insurance. With respect to Eligible Collateral that is
                     secured on real property, certificates or other evidence of
                     insurance demonstrating insurance coverage in respect of
                     such real property of types, in amounts, with insurers and
                     otherwise in compliance with the terms, provisions and
                     conditions set forth in the related Collateral Documents or
                     the finance documents related to such Eligible Collateral.
                     Such certificates or other evidence shall indicate that the
                     lead lender on the whole loan in which the Borrower is a
                     participant will be named as an additional insured as its
                     interest may appear and shall contain a loss payee
                     endorsement in favour of such additional insured with
                     respect to the property policies required to be maintained
                     under the related Collateral Documents.

              (iv)   Survey. With respect to the Collateral, and to the extent
                     obtained by the Borrower from the Collateral Obligor at the
                     origination of the underlying loan, relating thereto, a
                     current survey of such real property in a form reasonably
                     satisfactory to the Agent.

              (v)    Security Search Reports. Satisfactory reports of any
                     registered security interests, tax security, judgment and
                     litigation searches and certificate of title reports and
                     updates, as applicable, conducted by a reputable law firm
                     reasonably acceptable to the Agent with respect to the
                     Collateral, the Borrower and the related Collateral
                     Obligor; such searches to be conducted in each location the
                     Agent shall reasonably designate.

                                      -22-


              (vi)   Security Instruments. All security instruments and
                     documents granting, to the extent not already done so by
                     the Debenture, to the Security Trustee a perfected first
                     ranking security interest in the Eligible Collateral (and
                     in or over any Interest Rate Protection Agreements held by
                     the Borrower with respect thereto) which shall be subject
                     to no additional security interest except as expressly
                     permitted by the Agent. Such security instruments and
                     documents shall contain such representations and warranties
                     concerning the Eligible Collateral and such other terms as
                     shall be reasonably satisfactory to the Agent.

              (vii)  Opinions of Counsel. A copy of an opinion to the underlying
                     lender on the Eligible Collateral and its successors and
                     assigns from counsel to the Collateral Obligor on the
                     underlying loan transaction, as applicable, as to the
                     enforceability of the loan documents governing such
                     transaction and such other matters as the Agent shall
                     require (including, without limitation, opinions as to due
                     formation and incorporation, authority, choice of law and
                     perfection of security interests).

              (viii) Additional Real Property Matters. To the extent obtained by
                     the Borrower from the Collateral Obligor relating to any
                     item of Eligible Collateral at the origination of the
                     underlying loan or equity interest relating thereto, the
                     Borrower shall have delivered to the Agent such other real
                     estate related certificates and documentation as may have
                     been requested by the Agent pursuant to the terms of this
                     Agreement, such as reports or certificates on title or
                     other information in connection with the relevant real
                     property.

              (ix)   Eligible Collateral. In the case of Eligible Collateral
                     which represents a participation interest in a Mortgage
                     Loan, in addition to the delivery of the items in
                     paragraphs (vi) and (vii) of Clause 5.2, the Agent shall
                     have received all documentation specified in paragraphs (i)
                     and (v) of Clause 5.2 as if the underlying mortgage loan
                     were the direct Collateral to the extent the Borrower
                     possesses such documentation or has access to such
                     documentation because it was provided to the related lead
                     lender and made available to the Borrower and, in addition,
                     all documents evidencing the Eligible Collateral,
                     including, but not limited to, an original participation
                     certificate and the related participation agreement.

              (x)    B Notes, Mezzanine Notes, and Preferred Equity Interests.
                     In the case of a B Note, or Mezzanine Loan or Preferred
                     Equity Interest, the Agent shall have received all
                     documentation specified herein as if the underlying loan
                     were the direct item of Collateral and, in addition, all
                     documentation evidencing or otherwise relating to such B
                     Note, Mezzanine Loan or Preferred Equity Interest, as
                     applicable.

              (xi)   CMBS. In the case of CMBS, the Agent shall have received
                     (a) a copy of the applicable servicing agreement, trust
                     deed, participation agreement or similar document governing
                     the issuance and administration of the CMBS; (b) a copy of
                     any new issue asset summary books; (c) copy of the
                     applicable prospectus or offering memorandum; (d) to the
                     extent that the CMBS is certificated, an

                                      -23-


                     original of the relevant certificate duly endorsed in blank
                     to the Security Trustee; (e) to the extent that the CMBS is
                     not certificated, all documents requested by the Agent to
                     confirm that the CMBS is being held in an appropriate
                     security account or such other evidence of confirmation of
                     the sale to the Agent as the Agent shall require; and (f) a
                     copy of any other agreement or instrument evidencing or
                     otherwise governing the CMBS.

              (xii)  Other Documents. The Agent shall have received such other
                     documents as the Agent or its counsel shall request with
                     respect to each or any item of Eligible Collateral.

5.3     Collateral Approval or Disapproval

        Following the date upon which the Borrower satisfied the conditions set
        out in Clause 5.2, or has delivered such items or documents fully
        executed, if applicable, in final form, the Agent shall either:

        (a)   if the Collateral Documents with respect to the Collateral or the
              security interest to be granted over such Collateral in favour of
              the Security Trustee are not reasonably satisfactory in form and
              substance to the Agent, notify the Borrower that the Lender has
              not approved the Proposed Eligible Collateral; or

        (b)   notify the Borrower and the Custodian that the Agent has approved
              the Proposed Eligible Collateral as Eligible Collateral and such
              notice shall identify the documents to be delivered to the
              Custodian in connection with such Eligible Collateral pursuant to
              Clause 5.2 (Final Approval of Proposed Eligible Collateral) and
              Part II and Part III of Schedule 2 (Conditions Precedent) and the
              party whom the Agent shall designate to record or register and/or
              file, as the case may be, any security interest or any document
              or agreement evidencing such security interest necessary to
              perfect the Security Trustee's security interest in the Eligible
              Collateral.

        The terms of delivery and filing and/or recordation or registration of
        such security interest shall if the Agent and the Security Trustee deem
        it necessary to do so be set forth in a separate agreement between the
        Agent, the Security Trustee and their designee. The Agent's failure to
        respond to the Borrower within two (2) Business Days shall be deemed to
        be a denial of the Borrower's request that the Agent approve the
        Proposed Eligible Collateral, unless the Agent and the Borrower have
        agreed otherwise in writing.

5.4     Procedure for Loan with Respect to Eligible Collateral

        Once the Agent has approved the Eligible Collateral in accordance with
        Clause 5.3 (Collateral Approval or Disapproval) above the Borrower may
        request a Loan hereunder, on any Business Day during the period from and
        including the Effective Date to and including the day falling fifteen
        (15) Business Days prior to the Termination Date, by delivering to the
        Agent, with a copy to the Security Trustee, a Request for Borrowing,
        which request must be received by the Agent prior to 2:00 p.m., London
        time, one (1) Business Day prior to the requested Funding Date provided
        that if the Borrower requests a Loan to be made in Yen, then the
        Borrower shall deliver the Request for Borrowing no later than two (2)
        Business Days prior to the requested Funding Date.

                                      -24-


5.5     Completion of Request for Borrowing

        The Request for Borrowing shall:

        (a)   attach a schedule identifying the Eligible Collateral that the
              Borrower proposes to grant by way of security to the Security
              Trustee and to be included in the Borrowing Base;

        (b)   specify the Funding Date;

        (c)   specify the Advance Rate selected by the Borrower, which in no
              event shall cause: (i) the Lenders' Net Aggregate Exposure to
              exceed 80%; and (ii) the Lenders' Net Exposure for such Loan to
              exceed 85%;

        (d)   specify the Applicable Margin;

        (e)   specify the account into which the aggregate amount of the Loan
              will be transferred;

        (f)   specify the currency and amount of the Loan in order to comply
              with Clause 6 (Optional Currencies); and

        (g)   attach a certificate signed by a Responsible Officer of the
              Borrower certifying as to the truth, accuracy and completeness of
              the above, which certificate shall specifically include a
              statement that the Borrower is in compliance with any
              requirements of any Governmental Authority and is qualified to do
              business in all required jurisdictions.

        Contemporaneously with the delivery of Request for Borrowing the
        Borrower shall deliver to the Agent, with a copy to the Custodian, a
        Custodial Identification Certificate along with the accompanying
        Collateral Schedule with respect to all proposed Eligible Collateral. In
        the event the Borrower revokes the Request for Borrowing delivered to
        the Agent, the Borrower shall be liable to pay, no later than one (1)
        Business Day after written request from the Agent, and hereby agrees to
        indemnify and hold the Agent and the Lenders harmless from and against,
        all losses, costs and expenses incurred by the Agent or the Lenders in
        connection with the revocation of such Request for Borrowing.

5.6     Delivery of Collateral Files and Finance Documents.

        In connection with the approval of the Eligible Collateral and the
        delivery of a Request for Borrowing the Borrower shall comply with the
        following requirements,

        (a)   The Borrower shall deliver the Collateral Files in the following
              manner:

              (i)    in the case of Eligible Collateral that is not Table Funded
                     Eligible Collateral, the Borrower shall deliver to the
                     Custodian no later than 3:00 p.m., London time, two (2)
                     Business Days prior to the Funding Date all fully executed
                     original or copy documents and instruments required by the
                     Agent to comprise the Collateral File; and

              (ii)   in the case of Table Funded Eligible Collateral, the
                     Borrower shall deliver to the Custodian no later than three
                     (3) Business Days after the Funding Date all fully executed
                     original or copy documents and instruments required by the
                     Agent to comprise the Collateral File.

                                      -25-


        (b)   No later than 5:00 p.m., London time, (1) Business Day prior to
              each Funding Date, the Borrower shall provide the Custodian with a
              final Custodial Identification Certificate and related Collateral
              Schedule with respect to the Eligible Collateral, indicating any
              changes, if any, from the Custodial Identification Certificate and
              related Collateral Schedule heretofore delivered to the Agent and
              the Custodian pursuant to Clause 5.5 (Completion of Request for
              Borrowing) above.

        (c)   If the Borrower shall deliver the Request for a Borrowing pursuant
              to Clause 5.4 (Procedure for Loan with respect to Eligible
              Collateral) and all conditions precedent set forth in Clauses 5.1
              (Preliminary Approval of Eligible Collateral), 5.2 (Final Approval
              of Proposed Eligible Collateral), 5.3 (Collateral Approval or
              Disapproval), 5.4 (Procedure for Loan with respect to Eligible
              Collateral) and Parts I and II of Schedule 2 (Conditions
              Precedent) have been met, and provided no Default or Event of
              Default shall have occurred and be continuing, the Agent shall
              advise the Lender(s) and the Lender(s) shall make a Loan to the
              Borrower on the Funding Date, in the amount so requested and
              approved by the Agent.

        (d)   Subject to the satisfaction of the conditions set out in this
              Clause 5 and to the provisions of Schedule 2 Parts I and II, a
              Loan will be made available to the Borrower on the Funding Date by
              no later then 3:00 p.m., London time, on such date, and the funds
              comprised in such Loan will then be made available to the Borrower
              by the Lender transferring, via wire transfer, to the relevant
              account identified by the Borrower in the related Request for
              Borrowing in the aggregate amount of such Loan in funds
              immediately available to the Borrower. The Agent may consider on a
              case-by-case basis in its sole and absolute discretion,
              alternative funding arrangements requested by the Borrower.

        (e)   From time to time, the Borrower shall forward to the Custodian
              additional original documents or additional documents evidencing
              any: (i) assumption, modification, consolidation or extension of a
              Collateral Loan Document comprising a portion of the Collateral;
              or (ii) any amendment to the operative documents with respect to
              Other Approved Collateral, in each case approved by the Agent in
              accordance with the terms of this Agreement and upon receipt of
              any such other documents, the Custodian shall hold such other
              documents as the Agent shall request from time to time.

        (f)   With respect to any documents which have been delivered or are
              being delivered to recording or registration offices for recording
              or registration and have not been returned to the Borrower in time
              to permit their delivery hereunder at the time required, in lieu
              of delivering such original documents, the Borrower shall deliver
              to the Custodian a true copy thereof with a certificate of a
              Responsible Officer of the Borrower certifying that such copy is a
              true, correct and complete copy of the original, which has been
              transmitted for recordation. The Borrower shall deliver such
              original documents to the Custodian promptly when they are
              received.

        (g)   Notwithstanding anything in this Agreement to the contrary, if the
              Borrower proposes that Other Approved Collateral should serve as
              the Collateral for a Loan, then the procedure for the approval of
              such Other Approved Collateral, shall follow, mutatis mutandis,
              the procedures described in Clauses 5.1 (Preliminary Approval of
              Eligible Collateral), 5.2 (Final Approval of Proposed Eligible

                                      -26-


              Collateral), 5.3 (Collateral Approval or Disapproval), paragraphs
              (a) - (d), (f) and (g) of this Clause 5.6 and such other
              procedures including those set out in Schedule 2 Part III as the
              Agent shall in its sole discretion require.

5.7     Lenders' participation

        (a)   If the conditions set out in this Agreement have been met, each
              Lender shall make its participation in each Loan available by the
              Funding Date through its Facility Office.

        (b)   The amount of each Lender's participation in each Loan will be
              equal to the proportion borne by its Available Credit to the Total
              Maximum Credit immediately prior to making the Loan.

        (c)   The Agent shall determine the Base Currency Amount of each Loan
              which is to be made in an Optional Currency and shall notify each
              Lender of the amount, currency and the Base Currency Amount of
              each Loan and the amount of its participation in that Loan, in
              each case on or about 11:00 am London time.

6.      OPTIONAL CURRENCIES

6.1     Selection of currency

        The Borrower shall select the currency and amount of a loan in a Request
        for Borrowing.

6.2     Currency and amount

        The currency specified in a Request for Borrowing shall be any Optional
        Currency but not dollars.

6.3     Unavailability of a currency

        If on the Funding Date:

        (a)   a Lender notifies the Agent that the Optional Currency requested
              is not readily available to it in the amount required; or

        (b)   a Lender notifies the Agent that compliance with its obligation to
              participate in a Loan in the proposed Optional Currency would
              contravene a law or regulation applicable to it,

        the Agent will give notice to the Borrower to that effect on the Funding
        Date. In this event, any Lender that gives notice pursuant to this
        Clause 6.3 will be required to participate in the Loan in the Base
        Currency, Yen, sterling or euros as the relevant Lender may select in an
        amount equal to that Lender's proportionate amount of the proposed Loan
        converted to the selected currency at the Agent's Spot Rate of Exchange
        for the purchase of the requested optional currency at or around 11:00
        am (London time) on the relevant Funding Date. Such Lender's
        participation will be treated as a separate Loan denominated in the Base
        Currency, Yen, sterling or euros as the Lender may indicate during the
        relevant Interest Period.

6.4     Participation in a Loan

        Each Lender's participation in a Loan will be determined in accordance
        with paragraph (b) of Clause 5.7 (Lenders' participation).

                                      -27-


                                    SECTION 4
                    REPAYMENT, PRE-PAYMENT AND CANCELLATION,
                          MANDATORY REPAYMENT OR PLEDGE

7.      REPAYMENT

        The Borrower shall repay the aggregate outstanding principal amount of
        the Loans and all accrued and unpaid interest thereon on the Termination
        Date.

8.      REPAYMENT, PRE-PAYMENT AND CANCELLATION

8.1     Illegality

        If, at any time, it is or will become unlawful in any applicable
        jurisdiction for a Lender to perform any of its obligations as
        contemplated by this Agreement or to fund or maintain its participation
        in any Loan:

        (a)   the Lender shall promptly notify the Agent upon becoming aware of
              that event;

        (b)   upon the Agent notifying the Borrower, the relevant Loan of that
              Lender will be immediately cancelled; and

        (c)   the Borrower shall repay that Lender's participation in the
              relevant Loan made to the Borrower on the date specified by the
              Lender in the notice delivered to the Agent (being no earlier than
              the last day of any applicable grace period permitted by law).

8.2     Voluntary pre-payment of Loans

        The Borrower may, if it gives the Agent not less than two (2) Business
        Days' (or such shorter period as the Majority Lenders may agree) prior
        notice, prepay the whole or any part of a Loan (but, if in part, being
        an amount that reduces the Base Currency Amount of such Loan by a
        minimum amount of $100,000), provided that any such pre-payment shall be
        accompanied by an amount representing any accrued but unpaid amounts due
        under the Finance Documents, and the Exit Fee, if applicable.

8.3     Mandatory Pre-Payment or granting of further security to the Security
        Trustee

        (a)   Pre-Payment or granting of further security on Borrowing Base
              Deficiency

              The Agent may determine and re-determine the Borrowing Base on any
              Business Day and on as many Business Days as it may elect. If at
              any time the Base Currency amount of the aggregate outstanding
              principal amount of the Loans exceeds the Borrowing Base (a
              "Borrowing Base Deficiency"), as determined by the Agent and
              notified to the Borrower on any Business Day, the Borrower shall,
              not later than one (1) Business Day after receipt of such notice,
              either prepay the Loans in part or in whole or grant to the
              Security Trustee by way of security for the Secured Obligations
              such additional Eligible Collateral (which Eligible Collateral
              shall be in all respects acceptable to the Agent in accordance
              with the provisions of this Agreement) such that after giving
              effect to such pre-payment or the granting of such security that
              the aggregate outstanding principal amount of the Loans will not
              exceed the Borrowing Base.

                                      -28-


        (b)   Pre-payment on event of default relating to the Collateral

              If at any time under any Collateral Document evidencing
              Collateral: (i) there is an "Event of Default" (as defined in the
              applicable documents in the Collateral File), or event with which
              the giving of notice or lapse of time or both would become an
              "Event of Default" (as defined in the applicable documents in the
              Collateral File); or (ii) any representation or warranty made by
              or on behalf of the relevant Collateral Obligor becomes false or
              misleading in any material respect; or (iii) the relevant
              Collateral Obligor or person fails to perform or observe any
              material covenant or other obligation, the Agent may, in its sole
              discretion and without regard to any determination of the Asset
              Value of such Collateral, notify the Borrower of such occurrence
              and may require that the Asset-Specific Loan Balance related to
              the relevant Collateral be prepaid, in whole or in part, in the
              determination of the Lender; provided, however, the Borrower may
              reallocate the Asset-Specific Loan Balance relating to the
              relevant Collateral to other Collateral securing the Loans (if
              applicable) to the extent consistent with the terms of this
              Agreement, and the Borrower shall only be required to prepay that
              portion of such Asset-Specific Loan Balance to the extent such
              reallocation would cause a Borrowing Base Deficiency. Not later
              than one (1) Business Day after the receipt of such notice, the
              Borrower shall prepay such portion of the Asset-Specific Loan
              Balance related to such Collateral as shall have been required by
              the Agent. The Agent may, in its sole discretion, determine and
              re-determine the amount to be prepaid irrespective of whether or
              not any statement of fact contained in any officer's certificate
              delivered pursuant to paragraph (g) of Clause 5.5 (Completion of
              Request for Borrowing) or any representation or warranty of the
              Borrower set forth in Clause 17.16 (True and Complete Disclosure)
              was true to the Borrower's actual knowledge.

        (c)   Pre-payment, Amortisation

              The Borrower shall utilise all Principal Receipts in pre-paying
              the relevant Loan or Loans related to the Eligible Collateral from
              which such Principal Receipts have arisen and in any event shall
              strictly comply with the provisions of Clause 19.19 (Remittance of
              Pre-payments).

        (d)   Re-payment, General

              With respect to any item of Collateral, the Borrower shall pre-pay
              to the Agent an amount equal to the amount of casualty or
              condemnation proceeds (if any) paid to, or for the benefit of, the
              Borrower or any Collateral Obligor in respect of such item of
              Collateral that is destroyed to the extent that the Borrower is
              not required under the underlying collateral documents with the
              Collateral Obligor to reserve, escrow, re-advance or apply such
              proceeds for the benefit of such Collateral Obligor or the
              underlying collateral. So long as no Default or Event of Default
              has occurred and is then continuing, such amounts paid to the
              Agent shall be applied in reduction of the Asset-Specific Loan
              Balance relating to such item of Collateral. Each voluntary
              pre-payment received during the continuation of any Default or
              Event of Default hereunder shall be applied in accordance with
              provisions contained in Clause 15 of the Debenture.

8.4     Right of repayment and cancellation in relation to a single Lender

        (a)   If:

                                      -29-


              (i)    any sum payable to any Lender by the Borrower is required
                     to be increased under paragraph (c) of Clause 12.2 (Tax
                     gross-up);

              (ii)   any Lender claims indemnification from the Borrower under
                     Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased
                     costs); or

              (iii)  any Lender notifies the Agent of its Additional Cost Rate
                     under paragraph 3 of Schedule 4 (Mandatory Cost formulae),

                  the Borrower may, whilst (in the case of paragraphs (i) and
                  (ii) above) the circumstance giving rise to the requirement or
                  indemnification continues or, (in the case of paragraph (iii)
                  above) that Additional Cost Rate is greater than zero, give
                  the Agent notice of cancellation of a Loan of that Lender and
                  its intention to procure the repayment of that Lender's
                  participation in the Loans.

        (b)   On receipt of a notice referred to in paragraph (a) above, the
              Loan of that Lender shall immediately be reduced to zero.

        (c)   Promptly after the Borrower has given notice under paragraph, the
              Borrower shall repay that Lender's participation in that Loan.

8.5     Restrictions

        (a)   Any notice of cancellation or pre-payment given by any Party under
              this Clause 8 shall be irrevocable and, unless a contrary
              indication appears in this Agreement, shall specify the date or
              dates upon which the relevant cancellation or pre-payment is to be
              made and the amount of that cancellation or pre-payment.

        (b)   Any pre-payment under this Agreement shall be made together with
              accrued interest on the amount prepaid and, subject to any Funding
              Costs (except in the case of a pre-payment under paragraphs (b)
              and (d) of Clause 8.3 and paragraph (b) of Clause 10.2 in respect
              of which the applicable Funding Costs shall be waived), without
              premium or penalty, except for all amounts due under Clause 11
              (Fees) hereof

        (c)   Unless a contrary indication appears in this Agreement, any part
              of the Facility which is prepaid may be re-borrowed in accordance
              with the terms of this Agreement.

        (d)   The Borrower shall not repay or prepay all or any part of the
              Loans or cancel all or any part of the Total Maximum Credit except
              at the times and in the manner expressly provided for in this
              Agreement.

        (e)   No amount of the Total Maximum Credit cancelled under this
              Agreement may be subsequently reinstated.

        (f)   So long as no Default or Event of Default has occurred and is then
              continuing, each voluntary pre-payment shall be applied to reduce
              any Asset Specific Loan Balance as designated by the Borrower to
              the Agent in writing.

        (g)   Each voluntary pre-payment received during the continuation of any
              Default or Event of Default hereunder shall be applied in such
              manner as the Security Trustee shall determine in its sole and
              absolute discretion subject always to the provisions contained in
              Clause 15 of the Debenture.

                                      -30-



8.6     Release of Security Interest

        Upon the termination of this Agreement and the repayment by the Borrower
        or the Guarantor to Lender of all Loans and the performance of all of
        the Obligors' other obligations under the Finance Documents and related
        documents in accordance with the Debenture and the discharge in full of
        all of the other Secured Obligations the Security Trustee shall release
        its security interest in any remaining Collateral.



                                      -31-




                                    SECTION 5
                                  COSTS OF LOAN

9.      INTEREST

9.1     Calculation of Interest

        The Agent shall calculate the rate of interest on each Loan for each
        Interest Period which will be the percentage rate per annum which is the
        aggregate of:

        (a)   the Applicable Margin;

        (b)   LIBOR or, in relation to any Loan in euro, EURIBOR, plus;

        (c)   Mandatory Costs, if any.

9.2     Payment of Interest

        On each relevant Interest Payment Date the Borrower shall pay all
        accrued and unpaid interest on each Loan in respect of the preceding
        Interest Period.

9.3      Default Interest

        (a)   If an Obligor fails to pay any amount payable by it under a
              Finance Document on its due date, interest shall accrue on the
              overdue amount from the due date up to the date of actual payment
              (both before and after judgment) at a rate which, subject to
              paragraph (b) below, is two per cent higher than the rate which
              would have been payable if the overdue amount had, during the
              period of non-payment, constituted a Loan in the currency of the
              overdue amount for successive Interest Periods, each of a duration
              selected by the Agent (acting reasonably) (the "Post Default Rate
              of Interest"). Any interest accruing under this Clause 9.3 shall
              be immediately payable by the Obligor on demand by the Agent.

        (b)   Default interest (if unpaid) arising on an overdue amount will be
              compounded with the overdue amount at the end of each Interest
              Period applicable to that overdue amount but will remain
              immediately due and payable.

9.4     Notification of rates of interest

        The Agent shall at the request of a Lender or the Borrower notify the
        requesting party of the determination of the rate of interest applicable
        to any Interest Period under this Agreement.

9.5     Non-Business Days

        If an Interest Period would otherwise end on a day which is not a
        Business Day, that Interest Period will instead end on the next Business
        Day in that calendar month (if there is one) or the preceding Business
        Day (if there is not).

10.     CHANGES TO THE CALCULATION OF INTEREST

10.1    Absence of quotations

        Subject to Clause 10.2 (Market disruption), if LIBOR, or if applicable,
        EURIBOR is to be determined by reference to the Reference Banks but a
        Reference Bank does not supply a quotation on or about 11:00 am London
        time on the Quotation Day, LIBOR, or if applicable, EURIBOR shall be
        determined on the basis of the quotations of the remaining Reference
        Banks.

                                      -32-


10.2    Market disruption

        (a)   If a Market Disruption Event occurs in relation to a Loan then the
              Borrower shall be notified promptly thereof by the Agent and the
              rate of interest shall be the sum of:

              (i)    the Applicable Margin;

              (ii)   the rate notified to the Agent by each Lender of such Loan
                     as soon as practicable and in any event before interest is
                     due to be paid in respect of the correct Interest Period in
                     respect of such Loan, to be that which expresses as a
                     percentage rate per annum the cost to that Lender of
                     funding its participation in that Loan from whatever source
                     it may reasonably select; and

              (iii)  the Mandatory Cost, if any, applicable to that Lender's
                     participation in a Loan.

        (b)   Promptly after determination of the rate of interest in relation
              to a Loan in accordance with paragraph (a) of Clause 10.2, the
              Agent shall notify the Borrower of such rate of interest whereupon
              the Borrower shall either: (i) proceed with the Loan at the rate
              of interest provided for in this Agreement; (ii) prepay the Loan
              in relation to which the rate of interest in paragraph (a) of
              Clause 10.2 was determined; or (iii) revoke the Request for
              Borrowing in relation of which the rate of interest was determined
              in paragraph (a) of Clause 10.2.

        (c)   In this Agreement "Market Disruption Event" means:

              (i)    at 11:00 am, London time on the Quotation Day for the
                     relevant Interest Period the Screen Rate is not available
                     and none or only one of the Reference Banks supplies a rate
                     to the Agent to determine LIBOR, or if applicable, EURIBOR
                     for the relevant Interest Period; or

              (ii)   the Lender determines in its discretion that before close
                     of business in London on the Quotation Day for calculating
                     interest the Agent receives notifications from a Lender
                     that the cost to it of obtaining matching deposits in the
                     Relevant Interbank Market would be in excess of LIBOR, or
                     if applicable, EURIBOR.

10.3    Alternative basis of interest or funding

        (a)   If a Market Disruption Event occurs and the Agent or the Borrower
              so requires, the Agent and the Borrower shall enter into
              negotiations (for a period of not more than thirty (30) days) with
              a view to agreeing to a substitute basis for determining the rate
              of interest.

        (b)   Any alternative basis agreed pursuant to paragraph (a) above
              shall, with the prior consent of the Agent and the Borrower, be
              binding on all Parties.

        (c)   During the period of negotiations set forth in paragraph (a) above
              the rate of interest shall be either:

              (i)    the rate of interest on such Loan during the last Interest
                     Period preceding the Market Disruption Event; or

              (ii)   if no interest rate existed in respect of such Loan prior
                     to the Market Disruption Event then the rate of interest
                     calculated in accordance with Clause 10.1 above.

                                      -33-


              Following the determination of the rate of interest in
              accordance with paragraph (a) above such rate of interest
              shall be deemed to be the rate of interest in respect of such
              Interest Period, replacing the default rate of interest
              stipulated under this paragraph (c) and the amount paid, or
              overpaid, by the Borrower to the Agent in respect of the
              difference between the two such interest rates, if any, shall
              forthwith be paid to the Agent or Borrower as the case may be.

11.     FEES

11.1    Commitment Fee

        On the Effective Date, the Borrower shall pay to the Agent (for the
        account of the Lenders) a fee in the Base Currency computed at the rate
        of 0.35 per cent. of the Total Maximum Credit as at the Effective Date.

11.2    Exit Fee

        (a)   Notwithstanding anything else herein the Borrower shall pay to the
              Agent an exit fee (the "Exit Fee") in the Base Currency in respect
              of any Collateral released with respect to a Loan being repaid or
              pre-paid pursuant to paragraph (a) of Clause 8.2 (Voluntary
              pre-payment of Loans) in an amount equal to 0.20 per cent. of the
              Collateral Value applicable to such Collateral (the "Exit Fee
              Related Collateral"). The Exit Fee contemplated by this Clause
              11.2 shall be waived by the Agent in connection with any voluntary
              or mandatory pre-payment in whole as a result of a corresponding
              payment of amounts of a principal nature arising from the Exit Fee
              Related Collateral pursuant to the terms of the Collateral
              Documents related thereto.

        (b)   In circumstances where Exit Fee Related Collateral has been
              released and the Borrower has duly paid to the Agent the Exit Fee
              required by paragraph (a) of this Clause 11.2, the Agent hereby
              agrees that if a securitisation of the Exit Fee Related Collateral
              whose refinancing or proposed refinancing has given rise to the
              relevant prepayment or re-payment of such Loan is not consummated
              within six (6) calendar months following the date of the relevant
              repayment or pre-payment then the Agent will refund to the
              Borrower the related Exit Fee on the next succeeding Interest
              Payment Date.

                                      -34-


                                    SECTION 6
                         ADDITIONAL PAYMENT OBLIGATIONS

12.     TAX GROSS UP AND INDEMNITIES

12.1    Definitions

        (a)   In this Agreement:

              "Codified Banking Directive" means EU Council Directive 2000/12/EC
              of 20 March 2000.

              "Irish Taxes Act" means the Taxes Consolidation Act, 1997 of the
              Republic of Ireland, as amended.

              "Protected Party" means a Finance Party, which is or will be
              subject to any liability, or required to make any payment, for or
              on account of Tax in relation to a sum received or receivable (or
              any sum deemed for the purposes of Tax to be received or
              receivable) under a Finance Document.

              "Qualifying Lender" means any of the following persons:

              (a)   the holder of a licence for the time being in force granted
                    under section 9 of the Irish Central Bank Act 1971 or an
                    authorised credit institution under the terms of EU Council
                    Directive 2000/12/EC of 20 March 2000 which has duly
                    established a branch in the Republic of Ireland or has made
                    all necessary notifications to its home state competent
                    authorities required thereunder in relation to its intention
                    to carry on banking business in the Republic of Ireland
                    provided in each case it is carrying on a bona fide banking
                    business in the Republic of Ireland and its Facility Office
                    is located in the Republic of Ireland; or

              (b)   (i)     a person that is resident for the purposes of
                            tax in a member state of the European Communities
                            (other than the Republic of Ireland) or in a
                            territory with which the Republic of Ireland has
                            concluded a double taxation treaty that is in effect
                            (residence for these purposes to be determined in
                            accordance with the laws of the territory of which
                            the lender claims to be resident); or

                    (ii)    a U.S. corporation, provided the U.S. corporation is
                            incorporated in the U.S. and subject to tax in the
                            U.S. on its worldwide income; or

                    (iii)   a U.S. LLC, provided the ultimate recipients of the
                            interest are resident in and under the laws of a
                            country with which the Republic of Ireland has a
                            double taxation treaty or registered in and under
                            the laws of a member state of the European
                            Communities (other than the Republic of Ireland) and
                            the business conducted through the LLC is so
                            structured for market reasons and not for tax
                            avoidance purposes;

                    provided in each case at (i), (ii) or (iii) the Lender
                    is not carrying on a trade or business in the Republic
                    of Ireland through an agency or branch with which the
                    interest paid on the Facility is connected; or

                                      -35-


              (c)   a Treaty Lender; or

              (d)   a body corporate which is resident in the Republic of
                    Ireland for the purposes of Irish tax or which carries on a
                    trade in the Republic of Ireland through a branch or agency:

                    (i)     which advances money under the Facility in the
                            ordinary course of a trade which includes the
                            lending of money; and

                    (ii)    in whose hands any interest payable in respect of
                            the Facility is taken into account in computing the
                            trading income of the company; and

                    (iii)   which has complied with all of the provisions of
                            Section 246(5)(a) of the Irish Taxes Act, including
                            making the appropriate notifications thereunder to
                            the Irish Revenue Commissioners and to the relevant
                            Obligor and has not ceased to be a company to which
                            Section 246(5)(a) applies; or

              (e)   a qualifying company within the meaning of Section 110 of
                    the Irish Taxes Act.

              "Tax Credit" means a credit against, relief or remission for, or
              repayment of any Tax.

              "Tax Deduction" means a deduction or withholding for or on
              account of Tax from a payment under a Finance Document.

              "Tax Payment" means either the increase in a payment made by
              an Obligor to a Finance Party under Clause 12.2 (Tax gross-up)
              or a payment under Clause 12.3 (Tax indemnity).

              "Treaty Lender" means a Lender which:

              (i)   is treated as a resident of a Treaty State for the purposes
                    of a Treaty;

              (ii)  does not carry on a business in the Republic of Ireland
                    through a permanent establishment with which the Lender's
                    commitment under the Facility is effectively connected; and

              (iii) has completed any procedural formalities reasonably
                    available to it to enable the relevant payment to be made
                    without a Tax deduction.

              "Treaty State" means a jurisdiction having a double taxation
              agreement (a "Treaty") with the Republic of Ireland which
              makes provision for full exemption from tax imposed by the
              Republic of Ireland on interest.

        (b)   Unless a contrary indication appears, in this Clause
              12 a reference to "determines" or "determined" means
              a reasonable determination made in the good faith
              discretion of the person making the determination.

12.2    Tax gross-up

        (a)   The Borrower shall make all payments to be made by it
              without any Tax Deduction, unless a Tax Deduction is
              required by law.

                                      -36-


        (b)   The Borrower shall promptly upon becoming aware that an Obligor
              must make a Tax Deduction (or that there is any change in the rate
              or the basis of a Tax Deduction) notify the Agent accordingly.
              Similarly, a Lender shall notify the Agent on becoming so aware in
              respect of a payment payable to that Lender. If the Agent receives
              such notification from a Lender it shall notify each Obligor.

        (c)   If a Tax Deduction is required by law to be made by an Obligor,
              the amount of the payment due from that Obligor shall be increased
              to an amount which (after making any Tax Deduction) leaves an
              amount equal to the payment which would have been due if no Tax
              Deduction had been required.

        (d)   An Obligor is not required to make an increased payment to a
              Lender under paragraph (c) above for a Tax Deduction in respect of
              tax imposed by the Republic of Ireland from a payment of interest
              on a Loan, if on the date on which the payment falls due the
              payment could have been made to the relevant Lender without a Tax
              Deduction if it was a Qualifying Lender, but on that date that
              Lender is not or has ceased to be a Qualifying Lender other than
              as a result of any change after the date it became a Lender under
              this Agreement in (or in the interpretation, administration, or
              application of) any law or Treaty, or any published practice or
              concession of any relevant taxing authority;

        (e)   If an Obligor is required to make a Tax Deduction, that Obligor
              shall make that Tax Deduction and any payment required in
              connection with that Tax Deduction within the time allowed and in
              the minimum amount required by law.

        (f)   Within thirty (30) days of making either a Tax Deduction or any
              payment required in connection with that Tax Deduction, the
              Obligor making that Tax Deduction shall deliver to the Agent for
              the Finance Party entitled to the payment evidence reasonably
              satisfactory to that Finance Party that the Tax Deduction has been
              made or (as applicable) any appropriate payment paid to the
              relevant taxing authority.

        (g)   A Treaty Lender and each Obligor which makes a payment to which
              that Treaty Lender is entitled shall complete all procedural
              formalities necessary for that Obligor to obtain authorisation to
              make that payment without a Tax Deduction.

        (h)   The Initial Lender represents to the Borrower that, on the
              Effective Date, it is a Qualifying Lender within the meaning of
              paragraph (b)(ii) of the definition of Qualifying Lender.

              (i)   The Lender shall promptly notify the Borrower and the Agent
                    in the event that it ceases to be a Qualifying Lender.

12.3     Tax indemnity

        (a)   The Borrower shall (within three (3) Business Days of demand by
              the Agent) pay to a Protected Party an amount equal to the loss,
              liability or cost which that Protected Party determines will be or
              has been (directly or indirectly) suffered for or on account of
              Tax by that Protected Party in respect of a Finance Document.

                                      -37-


        (b)   Paragraph (a) above shall not apply:

              (i)   with respect to any Tax assessed on a Finance Party:

                    (A)  under the law of the jurisdiction in which that
                         Finance Party is incorporated or, if different, the
                         jurisdiction (or jurisdictions) in which that Finance
                         Party is treated as resident for tax purposes; or

                    (B)  under the law of the jurisdiction in which that
                         Finance Party's Facility Office is located in respect
                         of amounts received or receivable in that
                         jurisdiction,

                         if that Tax is imposed on or calculated by reference to
                         the net income received or receivable (but not any sum
                         deemed to be received or receivable) by that Finance
                         Party; or

              (ii)  to the extent a loss, liability or cost:

                    (A)  is compensated for by an increased payment under Clause
                         12.2 (Tax gross-up); or

                    (B)  would have been compensated for by an increased payment
                         under Clause 12.2 (Tax gross-up) but was not so
                         compensated solely because the exclusion in paragraph
                         (d) of Clause 12.2 (Tax gross-up) applied.

        (c)   A Protected Party making, or intending to make a claim under
              paragraph (a) above shall promptly notify the Agent of the
              event which will give, or has given, rise to the claim,
              following which the Agent shall notify the Borrower.

        (d)   A Protected Party shall, on receiving a payment from an
              Obligor under this Clause 12.3, notify the Agent.

12.4    Tax Credit

        If an Obligor makes a Tax Payment and the relevant Finance Party
        determines that:

        (a)   a Tax Credit is attributable either to an increased payment
              of which that Tax Payment forms part, or to that Tax
              Payment; and

        (b)   that Finance Party has obtained, utilised and retained that
              Tax Credit,

        the Finance Party shall pay an amount to the Obligor which that Finance
        Party determines will leave it (after that payment) in the same
        after-Tax position as it would have been in had the Tax Payment not been
        required to be made by the Obligor.

12.5    Stamp taxes

        The Borrower shall pay and, within three (3) Business Days of demand,
        indemnify each Finance Party against any cost, loss or liability that
        Finance Party incurs in relation to all stamp duty, registration and
        other similar Taxes payable in respect of any Finance Document, except
        for any such Taxes payable in connection with any transfer or assignment
        by any Lender of the rights, benefits or obligations under this
        Agreement (including, without limitation the entry into of a Transfer
        Certificate).

                                      -38-


12.6    Value added tax

        (a)   All amounts set out, or expressed to be payable under a Finance
              Document by any Party to a Finance Party which (in whole or in
              part) constitute the consideration for VAT purposes shall be
              deemed to be exclusive of any VAT which is chargeable on such
              supply, and accordingly, subject to paragraph (c) below, if VAT is
              chargeable on any supply made by any Finance Party to any Party
              under a Finance Document and payable to the Finance Party, that
              Party shall pay to the Finance Party (in addition to and at the
              same time as paying the consideration) an amount equal to the
              amount of the VAT (and such Finance Party shall promptly provide
              an appropriate VAT invoice to such Party).

        (b)   If VAT is chargeable on any supply made by any Finance Party (the
              "Supplier") to any other Finance Party (the "Recipient") under a
              Finance Document, and any Party (the "Relevant Party") is required
              by the terms of any Finance Document to pay an amount equal to the
              consideration for such supply to the Supplier (rather than being
              required to reimburse the recipient in respect of that
              consideration), such Party shall also pay to the Supplier (in
              addition to and at the same time as paying such amount) an amount
              equal to the amount of such VAT if payable to the Supplier. The
              Recipient will promptly pay to the Relevant Party an amount equal
              to any credit or repayment from the relevant tax authority which
              it reasonably determines relates to the VAT chargeable on that
              supply.

        (c)   Where a Finance Document requires any Party to reimburse a Finance
              Party for any costs or expenses, that Party shall also at the same
              time pay and indemnify the Finance Party against all VAT incurred
              by the Finance Party in respect of the costs or expenses to the
              extent that the Finance Party reasonably determines that neither
              it nor any other member of any group of which it is a member for
              VAT purposes is entitled to credit or repayment from the relevant
              tax authority in respect of the VAT.

13.     INCREASED COSTS

13.1    Increased costs

        (a)   Subject to Clause 13.3 (Exceptions) the Borrower shall, within
              five (5) Business Days of a demand by the Agent, pay for the
              account of a Finance Party the amount of any Increased Costs
              incurred by that Finance Party or any of its Affiliates as a
              result of (i) the introduction of or any change in (or in the
              interpretation, administration or application of) any law or
              regulation or (ii) compliance with any law or regulation made
              after the date of this Agreement.

        (b)   In this Agreement "Increased Costs" means:

              (i)    a reduction in the rate of return from the Facility or on a
                     Finance Party's (or its Affiliate's) overall capital;

              (ii)   an additional or increased cost; or

              (iii)  a reduction of any amount due and payable under any
                     Finance Document, which is incurred or suffered by

                                      -39-


                     a Finance Party or any of its Affiliates to the extent that
                     it is attributable to that Finance Party having entered
                     into its Loan or funding or performing its obligations
                     under any Finance Document.

13.2    Increased cost claims

        (a)   A Finance Party intending to make a claim pursuant to Clause 13.1
              (Increased costs) shall notify the Agent of the event giving rise
              to the claim, following which the Agent shall promptly notify the
              Borrower.

        (b)   Each Finance Party shall, as soon as practicable after a demand by
              the Agent, provide a certificate confirming the amount of its
              Increased Costs.

13.3     Exceptions

        (a)   Clause 13.1 (Increased costs) does not apply to the extent any
              Increased Cost is:

              (i)    attributable to a Tax Deduction required by law to be made
                     by an Obligor;

              (ii)   compensated for by Clause 12.3 (Tax indemnity) (or would
                     have been compensated for under Clause 12.3 (Tax indemnity)
                     but was not so compensated solely because any of the
                     exclusions in paragraph (b) of Clause 12.3 (Tax indemnity)
                     applied);

              (iii)  compensated for by the payment of the Mandatory Cost;

              (iv)   attributable to the wilful breach by the relevant Finance
                     Party or its Affiliates of any law or regulation; or

              (v)    attributable to the implementation or application or
                     compliance with the "International Convergence of Capital
                     Measurement and Capital Standards, a Revised Framework"
                     published by the Basel Committee on Banking Supervision in
                     June 2004 in the form existing on the date of this
                     Agreement ("Basel II") or any other law or regulation which
                     implements Basel II (whether such implication, application
                     or compliance is by a government, regulator or Finance
                     Party).

        (b)   In this Clause 13.3, a reference to a "Tax Deduction" has the same
              meaning given to the term in Clause 12.1 (Definitions).

14.     OTHER INDEMNITIES

14.1    Currency indemnity

        (a)   If any sum due from an Obligor under the Finance Documents (a
              "Sum"), or any order, judgment or award given or made in relation
              to a Sum, has to be converted from the currency (the "First
              Currency") in which that Sum is payable into another currency (the
              "Second Currency") for the purpose of:

              (i)    making or filing a claim or proof against that Obligor;

              (ii)   obtaining or enforcing an order, judgment or award in
                     relation to any litigation or arbitration proceedings,

                                      -40-


                     that Obligor shall as an independent obligation, within
                     three (3) Business Days of demand, indemnify each Finance
                     Party to whom that Sum is due against any cost, loss or
                     liability arising out of or as a result of the conversion
                     including any discrepancy between (A) the rate of exchange
                     used to convert that Sum from the First Currency into the
                     Second Currency and (B) the rate or rates of exchange
                     available to that person at the time of its receipt of that
                     Sum.

        (b)   Each Obligor waives any right it may have in any jurisdiction to
              pay any amount under the Finance Documents in a currency or
              currency unit other than that in which it is expressed to be
              payable.

15.     COSTS AND EXPENSES


15.1    Indemnification and Expenses

        (a)   The Borrower agrees to hold each Finance Party and their
              Affiliates and their officers, directors, employees, agents and
              advisors (each an "Indemnified Party") harmless from and indemnify
              any Indemnified Party against all liabilities, losses, damages,
              judgments, costs and expenses of any kind which may be imposed on,
              incurred by or asserted against such Indemnified Party
              (collectively, the "Costs") relating to or arising out of this
              Agreement, and any other Finance Document or any transaction
              contemplated hereby or thereby, or any amendment, supplement or
              modification of, or any waiver or consent under or in respect of,
              this Agreement, or any other Finance Document or any transaction
              contemplated hereby or thereby, that, in each case, results from
              anything other than any Indemnified Party's gross negligence or
              wilful misconduct.

        (b)   Without limiting the generality of the foregoing in clause 15.1(a)
              the Borrower agrees to hold any Indemnified Party harmless and
              indemnify such Indemnified Party against all Costs with respect to
              all Collateral relating to or arising out of:

              (i)    the occurrence of a Default;

              (ii)   a failure by an Obligor to pay any amount due under a
                     Finance Document on its due date, including without
                     limitation, any cost, loss or ability or liability arising
                     as a result of Clause 25 (Sharing among the Finance
                     Parties);

              (iii)  funding, or making arrangements to fund, its participation
                     in a Loan requested by the Borrower in a Request for
                     Borrowing but not made by reason of the operation of any
                     one or more of the provisions of this Agreement (other than
                     by reason of default or negligence by that Finance Party
                     alone);

              (iv)   a Loan (or part of a Loan) not being prepaid in accordance
                     with a notice of pre-payment given by the Borrower;

              (v)    in the case of the Agent, (i) investigating any event which
                     it reasonably believes is a Default (and a Default then
                     exists), (ii) acting or relying on any notice, request or
                     instruction which it reasonably believes to be genuine,
                     correct and appropriately authorised; and

                                      -41-


              (vi)   any violation or alleged violation of any environmental
                     law, rule or regulation or any consumer credit laws,
                     including without limitation laws with respect to unfair or
                     deceptive lending practices, and predatory lending
                     practices, that, in each case, results from anything other
                     than such Indemnified Party's gross negligence or wilful
                     misconduct.

        (c)   In any suit, proceeding or action brought by an Indemnified Party
              in connection with any Collateral for any sum owing thereunder, or
              to enforce any provisions of any Collateral Document or Finance
              Document, the Borrower will save, indemnify and hold such
              Indemnified Party harmless from and against all expense, loss or
              damage suffered by reason of any defence, set-off, counterclaim,
              recoupment or reduction or liability whatsoever of the account
              debtor or obligor thereunder, arising out of any other agreement,
              indebtedness or liability at any time owing to or in favour of
              such account debtor or obligor or its successors from the
              Borrower.

        (d)   The Borrower also agrees to reimburse an Indemnified Party within
              five (5) Business Days of when billed by such Indemnified Party
              for all such Indemnified Party's costs and expenses incurred in
              connection with the enforcement or the preservation of such
              Indemnified Party's rights under this Agreement, any other Finance
              Document or any transaction contemplated hereby or thereby,
              including without limitation the reasonable fees and disbursements
              of its counsel.

15.2    Costs

        The Borrower agrees to pay within five (5) Business Days of when billed
        by the Agent or a Lender all of the out-of-pocket costs and expenses
        incurred by the Agent or such Lender in connection with the development,
        preparation and execution of, and any amendment, supplement or
        modification to, this Agreement, and the Finance Documents or any other
        document prepared in connection herewith or therewith. The Borrower
        agrees to pay within five (5) Business Days when billed by a Lender and
        the Agent all of the out-of-pocket costs and expenses incurred in
        connection with the consummation and administration of the transactions
        contemplated hereby and thereby including without limitation (i) all the
        reasonable fees, disbursements and expenses of counsel to such Lender
        and the Agent and (ii) all the due diligence, inspection, testing and
        review costs and expenses incurred by such Lender and the Agent with
        respect to Collateral under this Agreement, including, but not limited
        to, those costs and expenses incurred by a Lender or the Agent pursuant
        to Clause 15.1 (Indemnification and Expenses), Clause 33.1 (Servicing)
        and Clause 33.2 (Periodic Due Diligence Review) (it being understood and
        agreed that neither the Agent nor the Lender has incurred any costs
        under this Clause 15.2 as of the date of this Agreement) hereof.

16.     MITIGATION BY THE LENDERS

16.1    Mitigation

        (a)   Each Finance Party shall, in consultation with the Borrower, take
              all reasonable steps to mitigate any circumstances which arise and
              which would result in any amount becoming payable under or
              pursuant to, or cancelled pursuant to, any of Clause 8.1
              (Illegality), Clause 12 (Tax gross up and indemnities), Clause 13
              (Increased Costs) or paragraph 3 of Schedule 4 (Mandatory Cost
              formulae) including (but not limited to) transferring its rights
              and obligations under the Finance Documents to another Affiliate
              or Facility Office.

                                      -42-



        (b)   Paragraph (a) above does not in any way limit the obligations of
              any Obligor under the Finance Documents.

16.2    Limitation of liability

        (a)   The Borrower shall indemnify each Finance Party for all costs and
              expenses reasonably incurred by that Finance Party as a result of
              steps taken by it under Clause 16.1 (Mitigation).

        (b)   A Finance Party is not obliged to take any steps under Clause 16.1
              (Mitigation) if, in the opinion of that Finance Party (acting
              reasonably), to do so might be prejudicial to it.


                                      -43-



                                    SECTION 7
               REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

17.     REPRESENTATIONS

        The Borrower makes the representations and warranties set out in this
        Clause 17 to each Finance Party on the Effective Date and the Repeating
        Representations on each day of this Agreement from the Effective Date
        unto and including the Termination Date.

17.1    Status and Name

        (a)   The Borrower is a corporation, duly incorporated and validly
              existing under the law of its jurisdiction of incorporation.

        (b)   The Borrower has the power to own its assets and carry on its
              business as it is being conducted.

        (c)   On the Effective Date the exact legal name of the Borrower is AHR
              Capital MS Limited.

        (d)   On the Effective Date the Borrower is a wholly owned Subsidiary of
              the Guarantor and has no Subsidiaries.

        (e)   The Borrower, as of the date hereof:

              (i)    maintains its registered head office and head office in the
                     Republic of Ireland;

              (ii)   holds all meetings of its board of directors in the
                     Republic of Ireland;

              (iii)  has not opened any office or branch outside of the Republic
                     of Ireland; and

              (iv)   has not knowingly done anything (except to the extent that
                     entering into the Finance Documents and the performance of
                     their terms cause it to be so resident) which may result in
                     the Borrower creating an establishment in another
                     jurisdiction other than the Republic of Ireland.

        (f)   (based on the representations and warranties contained in
              sub-claues 17.1(e)(i) to 17.1(e)(iv) inclusive) The Borrower
              believes that its "centre of main interests" for the purposes of
              Council Regulation (EC) No. 1346/2000 of 20 May 2000 is in the
              Republic of Ireland and that it has no establishment (for the
              purposes of such Regulation) other than in the Republic of
              Ireland.

17.2    Binding obligations

        The obligations expressed to be assumed by the Borrower in each Finance
        Document are, subject to the Reservations, legal, valid, binding and
        enforceable obligations.

17.3    Non-conflict with other obligations

        The entry into and performance by the Borrower of, and the transactions
        contemplated by, the Finance Documents do not and will not conflict
        with:

        (a)   any law or regulation applicable to it;

        (b)   its constitutional documents; or

                                      -44-


        (c)   any agreement or instrument binding upon it or any of its assets.

17.4    Power and authority

        The Borrower has the power to enter into, perform and deliver, and has
        taken all necessary action to authorise its entry into, performance and
        delivery of, the Finance Documents to which it is a party and the
        transactions contemplated by those Finance Documents. No authorisations,
        approvals or consents of, and no filings or registrations with, any
        Governmental Authority or any securities exchange are necessary for the
        execution, delivery or performance by the Borrower of the Finance
        Documents or for the legality, validity, or subject to the Reservations,
        the enforceability thereof, except for filings, recordings and
        registrations in respect of the security created pursuant to the
        Debenture and any other Finance Document.

17.5    Validity and admissibility in evidence

        All authorisations required:

        (a)   to enable the Borrower lawfully to enter into, exercise its rights
              and comply with its obligations in the Finance Documents to which
              it is a party; and

        (b)   to make the Finance Documents to which the Borrower is a party
              admissible in evidence in its jurisdiction of incorporation,

        have been obtained or effected and are in full force and effect.

17.6    Governing law and enforcement

        (a)   The relevant choice of English law as the governing law of the
              Finance Documents to which the Borrower is a party will be
              recognised and enforced in its jurisdiction of incorporation.

        (b)   Subject to the Reservations, any judgment obtained in England in
              relation to a Finance Document will be recognised and enforced in
              the Borrower's respective jurisdiction of incorporation.

17.7    Deduction of Tax

        The Borrower is not required to make any deduction for or on account of
        Tax from any payment it may make under any Finance Document.

17.8    No filing or stamp taxes

        Under the law of the jurisdiction of the Borrower's incorporation it is
        not necessary that the Finance Documents be filed, recorded or enrolled
        with any court or other authority in that jurisdiction or that any
        stamp, registration or similar tax be paid on or in relation to the
        Finance Documents or the transactions contemplated by the Finance
        Documents except for (a) the delivery to the Companies Registration
        Office in the Republic of Ireland within twenty-one (21) days of their
        creation of the particulars of the security interests created by the
        Borrower pursuant to the Debenture and each other security document
        entered into by the Borrower, and (b) the stamping of the original of
        the Debenture with stamp duty of (euro)630 and each counterpart thereof
        and each collateral security document with (euro)12.50, within thirty
        (30) days of its execution.

                                      -45-


17.9    No default

        (a)   No Event of Default and on the date of this Agreement and on any
              Funding Date no Default is continuing or might reasonably be
              expected to result from the making of any Loan.

        (b)   No other event or circumstance is outstanding which constitutes a
              default under any other agreement or instrument which is binding
              on the Borrower or any of its Subsidiaries or to which its (or any
              of its Subsidiaries') assets are subject which might have a
              Material Adverse Effect.

17.10   Pari passu ranking

        The Borrower's payment obligations under the Finance Documents rank at
        least pari passu with the claims of all its other unsecured and
        unsubordinated creditors, except for obligations preferred by law
        applying to companies generally.

17.11   Litigation

        There are no actions, suits, arbitrations, investigations (including,
        without limitation, any of the foregoing which are pending or, to the
        best of its knowledge, threatened) or other legal or arbitrable
        proceedings affecting the Borrower or affecting any of the Collateral of
        any of them before any Governmental Authority that: (i) questions or
        challenges the validity or enforceability of any the Finance Documents
        or any action to be taken in connection with the transactions
        contemplated hereby; (ii) makes a claim or claims in an aggregate amount
        greater than $5,000,000; (iii) which, individually or in the aggregate,
        if adversely determined, could reasonably be likely to have a Material
        Adverse Effect; or (iv) requires filing with the Securities and Exchange
        Commission in accordance with the 1934 Act or any rules thereunder which
        filing has not been made.

17.12   Taxation

        (a)   The Borrower has duly and punctually paid and discharged all Taxes
              imposed upon it or its assets within the time period allowed
              without incurring penalties (save to the extent that (i) payment
              is being contested in good faith, (ii) it has maintained adequate
              reserves for those Taxes and (iii) payment can be lawfully
              withheld).

        (b)   The Borrower is not materially overdue in the filing of any Tax
              returns.

        (c)   No claims are being or are reasonably likely to be asserted
              against it with respect to Taxes.

17.13   Collateral; Collateral Security

        (a)   The Borrower has not assigned, pledged, or otherwise conveyed or
              encumbered the Eligible Collateral to any other person, and
              immediately prior to the granting of security over the Eligible
              Collateral to the Security Trustee, the Borrower was the sole
              owner of the Eligible Collateral and had good and marketable title
              thereto, free and clear of all security interests and other
              Encumbrances, in each case except for such security interests that
              were to be released simultaneously with the security interests
              which are to be granted in favour of the Security Trustee to
              secure the Secured Obligations. No Eligible Collateral granted by
              way of security to the Security Trustee under the Debenture or any
              other Finance Document was acquired (by purchase or otherwise) by
              the Borrower or from one of its Affiliates.

                                      -46-


        (b)   The provisions of the Debenture and the other Finance Documents
              are effective to create in favour of the Security Trustee a valid
              security interest in all right, title and interest of the Borrower
              in, to and under the Eligible Collateral.

17.14   Jurisdiction of Organisation

        On the Effective Date the Borrower's jurisdiction of incorporation and
        location of its registered office is the Republic of Ireland.

17.15    Location of Books and Records
        The location where the Borrower keeps its books and records, including
        all computer tapes and records relating to the Collateral, is its
        registered office.

17.16   True and Complete Disclosure

        The information, reports, financial statements, exhibits and schedules
        furnished in writing by or on behalf of the Borrower to the Agent in
        connection with the negotiation, preparation or delivery of this
        Agreement and the other Finance Documents or included herein or therein
        or delivered pursuant hereto or thereto, when taken as a whole, do not
        contain any untrue statement of material fact or omit to state any
        material fact necessary to make the statements herein or therein, in
        light of the circumstances under which they were made, not misleading.
        All written information furnished after the date hereof by or on behalf
        of the Borrower to the Agent in connection with this Agreement and the
        other Finance Documents and the transactions contemplated hereby and
        thereby will be true, complete and accurate in every material respect,
        or (in the case of projections) based on reasonable estimates, on the
        date as of which such information is stated or certified. There is no
        fact known to a Responsible Officer of the Borrower, after due inquiry,
        that could reasonably be expected to have a Material Adverse Effect that
        has not been disclosed herein, in the other Finance Documents or in a
        report, financial statement, exhibit, schedule, disclosure letter or
        other writing furnished to the Agent for use in connection with the
        transactions contemplated hereby or thereby.

17.17   Defined Benefit Scheme

        The Borrower does not maintain a pension scheme in respect of which
        there is an unfunded deficit.

17.18   Business Affairs

        (a)   The Borrower's business and affairs have at all times been, and
              will at all times be, managed, controlled and conducted in its own
              name as an identifiable business, separate, independent and
              identifiable from the business of the other Obligor or any other
              person;

        (b)   The Borrower's records, books, accounts and minutes have at all
              times been, and will continue at all future times to be,
              maintained separate and distinct from those of the other Obligor
              or any other person;

        (c)   The Borrower's assets and liabilities and the funds have at all
              times been, and will continue at all future times to be, kept
              separate and distinct from the other Obligor or any other person;
              and it has received, deposited, withdrawn, paid and disbursed, and
              will at all future times receive, deposit, withdraw, pay and
              disburse, all monies, funds and receivables in the ordinary course
              of its business and in a manner separate and distinct from the
              other Obligor or any other person;

                                      -47-


        (d)   The Borrower has not paid and will not pay, and is not and will
              not become liable for, any debt of the other Obligor or any other
              person; and

        (e)   That all dealings and transactions of the Borrower with all other
              persons have at all times been and will continue at all times to
              be at arms-length.

17.19   Borrower Irish Tax Requirements

        The Borrower satisfies the Borrower Irish Tax Requirements.

17.20   Borrower Documents

        Other than the Finance Documents, the Subordinated Loan Agreement (and
        the hedging arrangements entered into pursuant to the Subordinated Loan
        Agreement the Corporate Services Agreement and the Investment Management
        Agreement, the Borrower has not entered into any other agreements or
        instruments save for such agreements or instruments as may have been
        agreed to in advance of their entry into by the Borrower by the Security
        Trustee.

18.     INFORMATION UNDERTAKINGS

        The undertakings in this Clause 18 remain in force from the date of this
        Agreement for so long as any amount is outstanding under the Finance
        Documents or any Loan is in force.

18.1    Financial statements

        The Borrower shall supply to the Agent in sufficient copies for all the
        Lenders:

        (a)   as soon as available and in any event within forty-five (45) days
              after the end of each of the first three quarterly fiscal periods
              of each fiscal year of the Borrower, the unaudited balance sheet
              of the Borrower as at the end of such period and the related
              unaudited statement of income and retained earnings, statement of
              cash flows and statement of equity for the Borrower for such
              period and the portion of the fiscal year through the end of such
              period, setting forth in each case in comparative form the figures
              for the previous year, accompanied by a certificate of a
              Responsible Officer of the Borrower, which certificate shall state
              that said financial statements fairly present the financial
              condition and results of operations of the Borrower in accordance
              with GAAP, consistently applied, as at the end of, and for, such
              period (subject to normal year-end audit adjustments);

        (b)   as soon as available and in any event within ninety (90) days
              after the end of each fiscal year of the Borrower, the balance
              sheet of the Borrower as at the end of such fiscal year and the
              related statement of income and retained earnings, consolidated
              statement of cash flows and statement of equity for the Borrower
              for such year, setting forth in each case in comparative form the
              figures for the previous year, accompanied by an opinion thereon
              of independent certified public accountants of recognised national
              standing, which opinion shall not be qualified as to scope of
              audit or going concern and shall state that said financial
              statements fairly present the financial condition and results of
              operations of the Borrower as at the end of, and for, such fiscal
              year in accordance with GAAP, and a certificate of such
              accountants stating that, in making the examination necessary for
              their opinion, they obtained no knowledge, except as specifically
              stated, of any Default or Event of Default;

                                      -48-


        (c)   within fifteen (15) Business Days after the Agent's request, such
              other information regarding the operation of or the Collateral, or
              the financial condition, operations, or business of the Borrower
              as may be reasonably requested by the Agent, including all
              business plans prepared by or for the Borrower; and

        (d)   upon the Agent's request, a copy of any financial or other report
              the Borrower shall receive from any Collateral Obligor with
              respect to an item of Collateral within fifteen (15) days after
              the Borrower's receipt thereof.

18.2    Information: miscellaneous

        The Borrower shall supply to the Agent (in sufficient copies for all the
        Lenders, if the Agent so requests):

        (a)   Promptly, and in any event within ten (10) ten days after service
              of process on any of the following, give to the Agent notice of
              all litigation, actions, suits, arbitrations, investigations
              (including, without limitation, any of the foregoing which are
              pending or, to Borrower's knowledge threatened) or other legal or
              arbitration proceedings affecting the Borrower or affecting any of
              the Property of the Borrower before any Governmental Authority
              that (i) questions or challenges the validity or enforceability of
              any of the Finance Documents or any action to be taken in
              connection with the transactions contemplated hereby; (ii) makes a
              claim or claims in an aggregate amount greater than $5,000,000;
              (iii) which, individually or in the aggregate, if adversely
              determined, could be reasonably likely to have a Material Adverse
              Effect; or (iv) requires filing with the Securities and Exchange
              Commission in accordance with the Securities Exchange Act of 1934
              (US) and any rules thereunder which filing has not been made; and

        (b)   promptly, such further information regarding the financial
              condition, business and operations of the Borrower as any Finance
              Party (through the Agent) may reasonably request.

18.3    Notification of default

        (a)   The Borrower shall notify the Agent of any Default (and the steps,
              if any, being taken to remedy it) promptly upon becoming aware of
              its occurrence.

        (b)   Promptly upon a request by the Agent (not more than twice annually
              commencing on the date of this Agreement), the Borrower shall
              supply to the Agent a certificate signed by a Responsible Officer
              certifying that no Default is continuing (or if a Default is
              continuing, specifying the Default and the steps, if any, being
              taken to remedy it).

19.     GENERAL UNDERTAKINGS

        The undertakings in this Clause 19 remain in force from the date of this
        Agreement for so long as any amount is outstanding under the Finance
        Documents.

                                      -49-


19.1    Authorisations

        The Borrower shall promptly:

        (a)   obtain, comply with and do all that is necessary to maintain in
              full force and effect; and

        (b)   supply certified copies to the Agent of,

        any Authorisation required under any law or regulation of its
        jurisdiction of incorporation to enable it to perform its obligations
        under the Finance Documents and to ensure the legality, validity,
        enforceability or admissibility in evidence in its jurisdiction of
        incorporation of any Finance Document.

19.2    Compliance with laws

        The Borrower shall comply in all respects with all laws to which it may
        be subject, if failure so to comply would have a Material Adverse Effect
        on its ability to perform its obligations under the Finance Documents.

19.3    Negative pledge

        Other than security interests permitted or contemplated pursuant to the
        terms hereof the Borrower shall not create or permit to subsist any
        security interest over any of its assets.

19.4    Disposals

        The Borrower shall not, without the prior written consent of the Agent,
        enter into a single transaction or a series of transactions (whether
        related or not) and whether voluntary or involuntary to sell, lease,
        transfer, exchanged or otherwise dispose of any of or substantially all
        of its assets or enter into any agreements having a similar effect.

19.5    Merger

        The Borrower shall not enter into any amalgamation, demerger, merger or
        corporate reconstruction.

19.6     Change of Business
        The Borrower shall make no substantial change to the general nature of
        its business from that carried on at the date of this Agreement.

19.7     Taxation
        The Borrower shall duly and punctually pay and discharge all Taxes
        imposed upon it or its assets within the time period allowed without
        incurring penalties (except to the extent (i) that such payment is being
        contested in good faith, (ii) adequate reserves are being maintained for
        those Taxes and (iii) where such payment can be lawfully withheld).

19.8     Loans and Guarantees
        The Borrower shall not, save as permitted under the Finance Documents,
        make any loans, grant any credit or give any guarantee or indemnity
        (except as required under any of the Finance Documents) to or for the
        benefit of any person or otherwise voluntarily assume any liability,
        whether actual or contingent, in respect of any obligation of any
        person.

19.9    Syndication

        At the cost of the Lenders, the Borrower shall provide reasonable
        assistance in the preparation of the Information Memorandum and
        the primary syndication of the Facility (including,

                                      -50-


        without limitation, by making senior management available for the
        purpose of making presentations to, or meeting, potential lending
        institutions) and will comply with all reasonable requests for
        information from potential syndicate members prior to completion
        of syndication.

19.10   Existence, Etc.

        The Borrower will:

        (a)   comply with the requirements of all applicable laws, rules,
              regulations and orders of Governmental Authorities (including,
              without limitation, all environmental laws, all laws with respect
              to unfair and deceptive lending practices and predatory lending
              practices) if failure to comply with such requirements would be
              reasonably likely (either individually or in the aggregate) to
              have a Material Adverse Effect;

        (b)   keep adequate records and books of account, in which complete
              entries will be made in accordance with GAAP consistently applied;

        (c)   not move its registered head office from the address referred to
              in Clause 17.14 (Jurisdiction of Organisation) or change its
              jurisdiction of organisation from the jurisdiction referred to in
              Clause 17.14 (Jurisdiction of Organisation);

        (d)   permit representatives of the Agent, during normal business hours,
              to examine, copy and make extracts from its books and records, to
              inspect any of its Property or assets, and to discuss its business
              and affairs with its officers, all to the extent reasonably
              requested by the Agent; and

        (e)   not amend or permit the amendment of its memorandum and articles
              of association without the prior written consent of the Security
              Trustee and thereafter shall provide the Agent and the Security
              Trustee with copies of all amendments to the memorandum and
              articles of association or other organisational, constitutional or
              governing documents of the Borrower within five (5) Business Days
              of the date of the subject amendment.

19.11   No establishment

        The Borrower shall not knowingly establish an "establishment" as that
        term is used in Article 2(h) of the EU Insolvency Regulation outside of
        the Republic of Ireland, except to the extent that entering into the
        Finance Documents and the performance of their terms cause it to be
        resident and which may result in the Borrower creating an
        "establishment" as that term is used in Article 2(h) of the EU
        Insolvency Regulation.

19.12   Notices

        The Borrower shall give notice to the Agent and the Security Trustee:

        (a)   promptly upon receipt of notice or knowledge of the occurrence of
              any Default or Event of Default;

        (b)   with respect to any Eligible Collateral granted by way of security
              to the Security Trustee under the Debenture or the other Finance
              Documents hereunder, immediately upon receipt of any principal
              pre-payment (in full or partial) of such Eligible


                                      -51-


              Collateral including, but not limited to, the receipt of any
              condemnation and casualty proceeds;

        (c)   with respect to any Eligible Collateral granted by way of security
              to the Security Trustee under the Debenture or the other Finance
              Documents, immediately upon receipt of notice or knowledge that
              the underlying Encumbered Property has been materially damaged by
              waste, fire, earthquake or earth movement, windstorm, flood,
              tornado or other casualty, or otherwise damaged so as to affect
              adversely the Asset Value of such Eligible Collateral; and

        (d)   promptly upon receipt of notice or knowledge of (i) any default
              related to any Collateral; (ii) any security interest (other than
              the security interests created by the Debenture or by the other
              Finance Documents) on, or claim asserted against, any of the
              Collateral; or (iii) any event or change in circumstances which
              could reasonably be expected to have a Material Adverse Effect.

        (e)   promptly upon any material change in the market value of any or
              all of the Borrower's assets;

        Each notice pursuant to this Clause shall be accompanied by a statement
        of a Responsible Officer of the Borrower setting forth details of the
        occurrence referred to therein and stating what action the Borrower has
        taken or proposes to take with respect thereto.

19.13   Collateral

        The Borrower shall not acquire any Collateral or other assets save in
        the manner contemplated by this Agreement and with the consent of the
        Agent. Upon acquiring any such Collateral, the Borrower shall not amend
        or permit the amendment of any documents or agreements pertaining to
        such Collateral without the prior written consent of the Agent and the
        Security Trustee.

19.14   Reports

        The Borrower shall provide the Agent with a quarterly report, which
        report shall include, among other items, a summary of the Borrower's
        delinquency and loss experience with respect to the Collateral, plus any
        such additional reports relating to the Property underlying the
        Collateral as the Borrower may have received or is otherwise entitled to
        receive from the Servicer or the Collateral Obligor and as reasonably
        requested by the Agent.

19.15   Limitation on security

        The Borrower will defend the Collateral against, and will take such
        other action as is necessary to remove, any security, security interest
        or claim on or to the Collateral, other than the security interests
        created under this Agreement, and the Borrower will defend the right,
        title and interest of the Security Trustee in and to any of the
        Collateral against the claims and demands of all persons whomsoever.

19.16   Lender Exposure

        The Lenders' Net Aggregate Exposure shall not be greater than 80% and
        the Lenders' Net Exposure shall not be greater than 85%.

                                      -52-


19.17   Servicer; Servicing Tape

        The Borrower shall provide to the Agent promptly within ten (10)
        Business Days after the end of each month a computer readable file in
        the form reasonably requested by the Agent from time to time, on a
        loan-by-loan basis and in the aggregate, with respect to the Collateral
        serviced hereunder by the Borrower or any Servicer. The Borrower shall
        not cause the Collateral to be serviced by any servicer other than a
        servicer mutually agreed to by the Agent and the Borrower.

19.18   No Adverse Selection

        The Borrower shall not select the Collateral in a manner so as to
        adversely affect the Lenders' interests.

19.19    Remittance of Pre-payments
        The Borrower shall remit or cause to be remitted, with sufficient detail
        to enable the Lender to appropriately identify the Eligible Collateral
        to which any amount remitted applies, to the Agent on each Business Day
        all principal pre-payments (whether full or partial) that the Borrower
        or the Servicer has received during the previous Business Day, in an
        amount equal to the sum of the Asset-Specific Loan Balances being
        prepaid.

19.20   Specific Covenants of the Borrower

        During the term of this Agreement and for so long as any amount is
        outstanding under any Finance Documents, the Borrower, unless permitted
        by the Finance Documents shall not:

        (a)   pay dividends or make other distributions to its members out of
              profits available for distribution and then only in the manner
              permitted by the Finance Documents, its memorandum and articles of
              association and by applicable laws;

        (b)   incur or permit to subsist any Indebtedness whatsoever other than
              the Indebtedness of the Borrower pursuant to the Subordinated Loan
              Agreement and, with the prior written consent of the Agent, to
              hedge its exposure under the Subordinated Loan Agreement with a
              third party;

        (c)   make any loans, grant any credit or give any guarantee or
              indemnity to or for the benefit of any person or otherwise
              voluntarily assume any liability, whether actual or contingent, in
              respect of any obligation of any other person;

        (d)   be a member of a VAT Group;

        (e)   surrender any losses to any other company;

        (f)   have any employees or premises or have any subsidiary undertaking
              within the meaning of Regulation 4 of the European Communities
              (Companies Group Accounts) Regulation 1992, as amended, of the
              Republic of Ireland or become a director of any company;

        (g)   have an interest in any bank account other than the Borrower Bank
              Accounts unless such account or interest is permitted or
              contemplated by the Finance Documents;

        (h)   permit the validity or effectiveness of any of the Security
              Trustee's security to be impaired or to be amended, hypothecated,
              subordinated, terminated or discharged;

                                      -53-


        (i)   acquire any interest in real property.

        (j)   engage in any business or agreements other than:

              (i)     acquiring, holding, managing and disposing of the assets
                      of the Borrower comprised in the Eligible Collateral;

              (ii)    entering into, exercising its rights and performing its
                      obligations under or enforcing its rights under the
                      Finance Documents and the other agreements ancillary
                      thereto or contemplated thereby; or

              (iii)   performing any act incidental to or necessary in
                      connection with any of the above;

        (k)   not permit or consent to any of the following occurring:

              (i)     its books and records being maintained with or co-mingled
                      with those of any other person or entity;

              (ii)    its bank accounts and the debts represented thereby being
                      co-mingled with those of any other person or entity;

              (iii)   its assets or revenues being co-mingled with those of any
                      other person or entity; or

              (iv)    its business being conducted other than in its own name.

        (l)   procure that, with respect to itself:

              (i)     separate financial statements in relation to its financial
                      affairs are maintained;

              (ii)    all corporate formalities with respect to its affairs are
                      observed;

              (iii)   separate stationery, invoices and cheques are used;

              (iv)    it always holds itself out as a separate entity; and

              (v)     any known misunderstandings regarding its separate
                      identity are corrected as soon as possible.

19.21   Borrower Irish Tax Requirements

        The Borrower shall fulfil the Borrower Irish Tax Requirements.

20.     EVENTS OF DEFAULT

        Each of the events or circumstances set out in this Clause 20 is an
        Event of Default.

20.1    Non-payment

        (a)   The Borrower shall default in the payment of any principal of
              or interest on any Loan when due (whether at stated maturity,
              upon acceleration or at mandatory or optional pre-payment or
              repayment); and

        (b)   The Borrower shall default in the payment of any other
              amount payable by it hereunder or under any Finance
              Document or Finance Document after notification by

                                      -54-


              the Agent of such default, and such default shall have continued
              unremedied for five (5) Business Days.

20.2    Financial covenants

        Any of the covenants of the Guarantor contained in the Guarantee
        relating to the maintenance of its Tangible Net Worth and the
        maintenance of the Ratio of Total Indebtedness to Net Worth has been
        breached.

20.3    Other obligations

        An Obligor does not comply with any provision of the Finance Documents
        (other than those referred to in Clause 20.1 (Non-payment) and Clause
        20.2 (Financial covenants); or shall fail to observe or perform any
        other covenant or agreement contained in this Agreement or any other
        Finance Documents and such failure to observe or perform shall continue
        for a period of thirty (30) days (following notice of such default)
        unless a shorter cure period is established in any Finance Document, in
        which event the shorter cure period shall be applicable.

20.4    Misrepresentation

        Any representation or statement made or deemed to be made by an Obligor
        in any Finance Documents or any other document delivered by or on behalf
        of any Obligor under or in connection with any Finance Document is or
        proves to have been incorrect or misleading in any material respect when
        made or deemed to be made or furnished (other than the representations
        and warranties set forth in Schedule 11 (Representations and Warranties
        Re: Eligible Collateral), which shall be considered solely for the
        purpose of determining the Asset Value of the Collateral; unless (i) the
        Borrower shall have made any such representations and warranties with
        knowledge that they were materially false or misleading at the same
        time; or (ii) any such representations and warranties have been
        determined by the Agent in its sole discretion to be materially false or
        misleading on a regular basis).

20.5    Cross default

        (a)   Any Indebtedness of any Obligor is not paid when due nor
              within any originally applicable grace period.

        (b)   Any Indebtedness of any Obligor is declared to be or
              otherwise becomes due and payable prior to its specified
              maturity as a result of an event of default (however
              described).

        (c)   Any commitment for any Indebtedness of any Obligor is
              cancelled or suspended by a creditor of such Obligor as a
              result of an event of default (however described).

        (d)   Notwithstanding anything contained in this Clause 20.5, other
              than Indebtedness that is MS Indebtedness, no Event of
              Default will occur under this Clause 20.5 if the aggregate
              amount of such Indebtedness falling within paragraphs (a) to
              (c) above is less than $5,000,000 (or its equivalent in any
              other currency or currencies).

20.6    Insolvency

        (a)   An Obligor is unable or is deemed to be unable or admits
              inability to pay its debts as they fall due or suspends
              making payments on any of its debts.

        (b)   The value of the assets of any Obligor is less than its
              liabilities (taking into account contingent and prospective
              liabilities).

                                   -55-


        (c)   A moratorium is declared in respect of any indebtedness of
              any Obligor.

        (d)   The Borrower is unable to pay its debts within the meaning of
              section 214 of the Companies Act, 1963, as amended, of the
              Republic of Ireland.

        (e)   Any corporate action is taken by the Borrower for the
              suspension of its debts generally (or any class of them) or
              for a declaration of a moratorium of its debt (or any class
              of it).

20.7    Insolvency proceedings

        Any corporate action, legal proceedings or other such procedure or step
        is taken in relation to:

        (a)   the suspension of payments, a moratorium of any indebtedness,
              winding-up, dissolution, administration, Examinership or
              reorganisation (by way of voluntary arrangement, scheme of
              arrangement or otherwise) of any Obligor other than a solvent
              liquidation or reorganisation of any Obligor;

        (b)   a composition, compromise, assignment or arrangement with any
              creditor of any Obligor;

        (c)   the appointment of a liquidator, receiver, administrative
              receiver, administrator, Examiner, compulsory manager,
              trustee in bankruptcy or other similar officer in respect of
              any Obligor or any of its assets; or

        (d)   enforcement of any security interest over any assets of any
              Obligor,

        or    any analogous procedure or step is taken in any jurisdiction.

20.8    Creditors' process

        Any expropriation, attachment, sequestration, distress or execution
        affects any asset or assets and is not discharged within five (5) days
        in respect of the Borrower and twenty-one (21) days in respect of the
        Guarantor.

20.9    Unlawfulness

        It is or becomes unlawful for an Obligor to perform any of its
        obligations under the Finance Documents.

20.10   Repudiation

        An Obligor repudiates a Finance Document or evidences an intention to
        repudiate a Finance Document.

20.11   Borrowing Base Deficiency

        A Borrowing Base Deficiency shall have occurred and the Borrower shall
        have failed to timely cure the same in accordance with the provisions of
        Clause 8.3 (Mandatory Pre-Payment).

20.12   Other Events of Default

        Each of the following events shall constitute an Event of Default
        hereunder:

        (a)   final judgment or judgments for the payment of money in
              excess of $5,000,000 (or its equivalent in the currency in
              which such judgment is rendered) in the aggregate shall be
              rendered against any Obligor by one or more courts,
              administrative tribunals or other bodies having jurisdiction
              and the same shall not be satisfied, discharged (or

                                   -56-


              provision shall not be made for such discharge) or bonded, or a
              stay of execution thereof shall not be procured, within
              thirty (30) days from the date of entry thereof, and such
              Obligor shall not, within said period of thirty (30) days, or
              such longer period during which execution of the same shall
              have been stayed or bonded, appeal there from and cause the
              execution thereof to be stayed during such appeal;

        (b)   any Finance Document shall for whatever reason be terminated or
              cease to be in full force and effect, or the enforceability
              thereof shall be contested by any Obligor unless replacements
              are entered into by the Finance Parties prior to such events;

        (c)   the Borrower shall grant, or suffer to exist, any security on
              any Collateral except the security contemplated hereby; or the
              security contemplated hereby shall cease to be first priority
              perfected security on the Collateral in favour of the Security
              Trustee or shall be security in favour of any person other than
              the Security Trustee;

        (d)   the discovery by the Agent of a condition or event which
              existed at or prior to the execution hereof and which the
              Agent, in its sole discretion, determines materially and
              adversely effects: (i) the condition (financial or otherwise)
              of any Obligor; or (ii) the ability of either any Obligor or
              the Finance Parties to fulfil its respective obligations under
              the Finance Documents.

        (e)   any materially adverse change in the Property, business,
              financial condition or prospects of any of the Obligors shall
              occur, as determined by the Agent in its sole discretion, or
              any other condition shall exist which, in the Agent's sole
              discretion, constitutes a material impairment of any
              Obligor's ability to perform its obligations under any of the
              Finance Documents.

20.13   Acceleration

        On and at any time after the occurrence of an Event of Default, which is
        continuing the Agent may, and shall if so directed by the Majority
        Lenders, by notice to the Borrower:

        (a)   cancel the Total Maximum Credit;

        (b)   declare that all or part of the Loans, together with accrued
              interest, and all other amounts accrued or outstanding under
              the Finance Documents be immediately due and payable, whereupon
              they shall become immediately due and payable; and/or

        (c)   declare that all or part of the Loans be payable on demand,
              whereupon they shall immediately become payable on demand by
              the Agent on the instructions of the Majority Lenders.

20.14   Other Remedies on Event of Default

        (a)   On and any time after an Event of Default which is continuing,
              the Security Trustee may, and shall if so directed by the
              Majority Lenders, by notice to the Custodian obtain physical
              possession of the Servicing Records and other files of the
              Custodian relating to the Collateral and all documents relating
              to the Collateral which are then or may thereafter come in to
              the possession of the Agent or any third party acting for the
              Borrower.

                                    -57-


        (b)   If an Event of Default shall occur and be continuing, the
              Agent may, at its option, enter into one or more Interest
              Rate Protection Agreements covering all or a portion of the
              Eligible Collateral granted by way of security to the
              Security Trustee under the Debenture or the other Finance
              Documents, and the Borrower shall be responsible for all
              damages, judgments, costs and expenses of any kind which may
              be imposed on, incurred by or asserted against the Agent
              relating to or arising out of such Interest Rate Protection
              Agreements, including without limitation any losses resulting
              from such Interest Rate Protection Agreements.

20.15   Proceeds

        If an Event of Default shall occur and be continuing, (a) all proceeds
        of Collateral received by the Borrower consisting of cash, cheques and
        other near-cash items shall be held by the Borrower on trust for the
        Security Trustee, segregated from other funds of the Borrower, and shall
        forthwith upon receipt by the Borrower be turned over to the Security
        Trustee or as the Security Trustee may otherwise direct in the exact
        form received by the Borrower (duly endorsed by the Borrower to the
        Agent, if required). For purposes hereof, proceeds shall include, but
        not be limited to, all principal and interest payments, all prepayments
        and payoffs, insurance claims, condemnation awards, sale proceeds, real
        estate owned rents and any other income and all other amounts received
        with respect to the Collateral.

20.16   No Duty of the Security Trustee

        The powers conferred on the Security Trustee hereunder are solely to
        protect the Security Trustee's interests in the Collateral and shall not
        impose any duty upon it to exercise any such powers. The Security
        Trustee shall be accountable only for amounts that it actually receives
        as a result of the exercise of such powers, and neither it nor any of
        its officers, directors, employees or agents shall be responsible to the
        Borrower for any act or failure to act hereunder, except for its or
        their own gross negligence or wilful misconduct.

                                    -58-


                                    SECTION 8
                               CHANGES TO PARTIES

21.     CHANGES TO THE LENDERS

21.1    Assignments and transfers by the Lender

        A Lender (the "Existing Lender") may not, except as noted in paragraphs
        (a) and (b) of this Clause 21.1, and subject to the consent of the
        Borrower, assign any of its rights; or transfer by novation any of its
        rights and obligations under this Agreement to any other person (the
        "New Lender"). Notwithstanding the aforementioned a Lender may without
        the consent of the Borrower:

        (a)   sell participations to one or more persons in or to all or a
              portion of its rights and obligations under this Agreement
              provided, however, that (i) the Lender's obligations under this
              Agreement shall remain unchanged; (ii) the Lender shall remain
              solely responsible to the other parties hereto for the
              performance of such obligations; and (iii) Borrower shall
              continue to deal solely and directly with the Agent in
              connection with lender's rights and obligations under and in
              respect of this Agreement and Finance Documents. Each
              participant or New Lender shall be entitled to the additional
              compensation and other rights and protections afforded the
              Lender under this Agreement to the same extent as the Lender
              would have been entitled to receive them with respect to the
              participation sold to such participant; and

        (b)   assign, transfer or otherwise convey its rights under this
              Agreement to an Affiliate (meeting the definition of
              Institutional Investor and Institutional Owner), an
              Institutional Owner or Institutional Investor any of which is
              in the business of making loans similar to the Loans, provided
              that such Affiliate, Institutional Investor or Institutional
              Owner shall execute and deliver the document required under
              Clause 21.2 (Conditions of Assignment or Transfer).

21.2    Conditions of assignment or transfer

        (a)   The consent of the Borrower required under paragraph (a) of
              Clause 21.1 (Assignments and Transfers by the Lender) to an
              assignment or transfer must not be unreasonably withheld or
              delayed.

        (b)   An assignment will only be effective on:

              (i)    receipt by the Agent of written confirmation from the
                     New Lender (in form and substance satisfactory to the
                     Agent) that the New Lender will assume the same
                     obligations to the other Finance Parties as it would
                     have been under if it was an Initial Lender; and

              (ii)   performance by the Agent of all necessary "know your
                     customer" or other similar checks under all applicable
                     laws and regulations in relation to such assignment to a
                     New Lender, the completion of which the Agent shall
                     promptly notify to the Existing Lender and the New
                     Lender.

        (c)   A transfer will only be effective if the procedure set out in
              Clause 21.4 (Procedure for transfer) is complied with.

                                    -59-


        (d)   If:

              (i)    a Lender assigns or transfers any of its rights or
                     obligations under the Finance Documents or changes its
                     Facility Office; and

              (ii)   as a result of circumstances existing at the date the
                     assignment, transfer or change occurs, the Borrower
                     would be obliged to make a payment to the New Lender or
                     a Lender acting through its new Facility Office under
                     Clause 12 (Tax gross-up and indemnities) or Clause 13
                     (Increased costs),

              then the New Lender or a Lender acting through its new
              Facility Office is only entitled to receive payment under
              those Clauses to the same extent as the Existing Lender or a
              Lender acting through its previous Facility Office would have
              been if the assignment, transfer or change had not occurred.

21.3    Limitation of responsibility of Existing Lenders

        (a)   Unless expressly agreed to the contrary, an Existing Lender
              makes no representation or warranty and assumes no
              responsibility to the Lender for:

              (i)    the legality, validity, effectiveness, adequacy or
                     enforceability of the Finance Documents or any other
                     documents;

              (ii)   the financial condition of any Obligor;

              (iii)  the performance and observance by any Obligor of its
                     obligations under the Finance Documents or any other
                     documents; or

              (iv)   the accuracy of any statements (whether written or oral)
                     made in or in connection with any Finance Document or any
                     other document,

              and any representations or warranties implied by law are excluded.

        (b)   The Lender confirms to the Existing Lender and the other Finance
              Parties that it:

              (i)    has made (and shall continue to make) its own independent
                     investigation and assessment of the financial condition and
                     affairs of each Obligor and its related entities in
                     connection with its participation in this Agreement and has
                     not relied exclusively on any information provided to it by
                     the Existing Lender in connection with any Finance
                     Document; and

              (ii)   will continue to make its own independent appraisal of the
                     creditworthiness of each Obligor and its related entities
                     whilst any amount is or may be outstanding under the
                     Finance Documents or any Loan is in force.

        (c)   Nothing in any Finance Document obliges an Existing Lender to:

              (i)    accept a re-transfer from a New Lender of any of the rights
                     and obligations assigned or transferred under this Clause
                     21; or

              (ii)   support any losses directly or indirectly incurred by the
                     New Lender by reason of the non-performance by any Obligor
                     of its obligations under the Finance Documents or
                     otherwise.

                                      -60-


21.4    Procedure for transfer

        (a)   Subject to the conditions set out in Clause 21.2 (Conditions of
              assignment or transfer) a transfer is effected in accordance with
              paragraph (c) below when the Agent executes an otherwise duly
              completed Transfer Certificate delivered to it by the Existing
              Lender and the New Lender. The Transfer Certificate shall be
              substantially in the form set out at Schedule 5 to this Agreement
              and shall (i) indicate the category of Qualifying Lender that the
              person beneficially entitled to interest payable to the New Lender
              in respect of an advance under a Finance Document is (the
              "Beneficial Owner"); and (ii) in the case of a Beneficial Owner
              that is a Qualifying Lender within the meaning of paragraph (d) of
              the definition of Qualifying Lender set out in Clause 12.1 above,
              be accompanied by a copy of the notification it is required to
              make under Section 246(5)(a) of the Irish Taxes Act to the Irish
              Revenue Commissioners and the notification it is required to make
              under Section 246(5)(a) of the Irish Taxes Act to the relevant
              Obligor. The Agent shall, subject to paragraph (b) below, as soon
              as reasonably practicable after receipt by it of a duly completed
              Transfer Certificate appearing on its face to comply with the
              terms of this Agreement and delivered in accordance with the terms
              of this Agreement, execute that Transfer Certificate.

        (b)   The Agent shall only be obliged to execute a Transfer Certificate
              delivered to it by the Existing Lender and the New Lender once it
              is satisfied it has complied with all necessary "know your
              customer" or other similar checks under all applicable laws and
              regulations in relation to the transfer to such New Lender.

        (c)   On the Transfer Date:

              (i)    to the extent that in the Transfer Certificate the Existing
                     Lender seeks to transfer by novation its rights and
                     obligations under the Finance Documents the Borrower and
                     the Existing Lender shall be released from further
                     obligations towards one another under the Finance Documents
                     and their respective rights against one another under the
                     Finance Documents shall be cancelled (being the "Discharged
                     Rights and Obligations");

              (ii)   the Borrower and the New Lender shall assume obligations
                     towards one another and/or acquire rights against one
                     another which differ from the Discharged Rights and
                     Obligations only insofar as the Borrower and the New Lender
                     have assumed and/or acquired the same in place of the
                     Borrower and the Existing Lender;

              (iii)  the Agent, the New Lender and other Lenders shall acquire
                     the same rights and assume the same obligations between
                     themselves as they would have acquired and assumed had the
                     New Lender been an Original the Lender with the rights
                     and/or obligations acquired or assumed by it as a result of
                     the transfer and to that extent the Agent, and the Existing
                     Lender shall each be released from further obligations to
                     each other under the Finance Documents; and

              (iv)   the New Lender shall become a Party as "the Lender".

                                      -61-


21.5    Copy of Transfer Certificate to the Borrower

        The Agent shall, as soon as reasonably practicable after it has executed
        a Transfer Certificate, send to the Borrower a copy of that Transfer
        Certificate.

21.6    Disclosure of information

        Any Lender may disclose to any of its Affiliates and any other person:

        (a)   to (or through) whom that the Lender assigns or transfers (or may
              potentially assign or transfer) all or any of its rights and
              obligations under this Agreement;

        (b)   with (or through) whom that the Lender enters into (or may
              potentially enter into) any sub-participation in relation to, or
              any other transaction under which payments are to be made by
              reference to, this Agreement or any Obligor; or

        (c)   to whom, and to the extent that, information is required to be
              disclosed by any applicable law or regulation,

        any information about any Obligor, and the Finance Documents as that the
        Lender shall consider appropriate if, in relation to paragraphs (a) and
        (b) above, the person to whom the information is to be given has entered
        into a Confidentiality Undertaking.

21.7    Use of the Collateral

        Notwithstanding anything to the contrary contained herein or in any
        Finance Documents, the Security Trustee shall have free and unrestricted
        use of all Collateral (subject to the provisions of the Finance
        Documents) and, except as provided below, nothing in this Agreement
        shall preclude the Security Trustee from engaging in repurchase
        transactions with the Collateral or otherwise pledging, repledging,
        transferring, hypothecating, or rehypothecating the Collateral, on
        terms, and subject to conditions, within the Security Trustee's absolute
        discretion. Nothing contained in this Agreement shall oblige the
        Security Trustee to segregate any Collateral delivered to the Security
        Trustee by the Borrower; provided however, the documents evidencing such
        repurchase transaction or pledge or hypothecation shall be consistent
        with the terms of this Agreement and the other Finance Documents
        including, but not limited to, the rights of the Borrower to have the
        Collateral delivered to the Borrower upon repayment of all of the Loans.

22.     CHANGES TO THE OBLIGORS

        The Borrower may not assign or otherwise transfer any of its rights or
        transfer any of its rights or obligations under the Finance Documents.

                                    SECTION 9
                               THE FINANCE PARTIES

23.     ROLE OF THE AGENT

23.1    Appointment of the Agent and the Security Trustee

        (a)   Each other Finance Party appoints the Agent to act as its agent
              under and in connection with the Finance Documents.

        (b)   Each other Finance Party authorises the Agent to exercise the
              rights, powers, authorities and discretions specifically
              given to the Agent under or in connection with

                                      -62-


              the Finance Documents together with any other incidental rights,
              powers, authorities and discretions.

23.2    Duties of the Agent

        (a)   The Agent shall promptly forward to a Party the original or a copy
              of any document which is delivered to the Agent for that Party by
              any other Party.

        (b)   Except where a Finance Document specifically provides otherwise,
              the Agent is not obliged to review or check the adequacy, accuracy
              or completeness of any document it forwards to another Party.

        (c)   If the Agent receives notice from a Party referring to this
              Agreement, describing a Default and stating that the circumstance
              described is a Default, it shall promptly notify the other Finance
              Parties.

        (d)   If the Agent is aware of the non-payment of any principal,
              interest, commitment fee or other fee payable to a Finance Party
              (other than the Agent) under this Agreement it shall promptly
              notify the other Finance Parties.

        (e)   The Agent's duties under the Finance Documents are solely
              mechanical and administrative in nature.

23.3    No fiduciary duties

        (a)   Except as provided in Clause 23.16 (Deduction from amounts payable
              by the Agent) nothing in this Agreement constitutes the Agent as a
              trustee or fiduciary of any other person.

        (b)   The Agent shall not be bound to account to any Lender for any sum
              or the profit element of any sum received by it for its own
              account.

23.4    Business with Affiliates

        The Agent may accept deposits from, lend money to and generally engage
        in any kind of banking or other business with any Obligor or any
        Affiliate thereof.

23.5    Rights and discretions of the Agent

        (a)   The Agent may rely on:

              (i)     any representation, notice or document believed by it to
                      be genuine, correct and appropriately authorised; and

              (ii)    any statement made by a director, authorised signatory or
                      employee of any person regarding any matters which may
                      reasonably be assumed to be within his knowledge or within
                      his power to verify.

        (b)   The Agent may assume (unless it has received notice to the
              contrary in its capacity as agent for the Lenders) that:

              (i)     no Default has occurred (unless it has actual knowledge of
                      a Default arising under Clause 20.1 (Non-payment));

              (ii)    any right, power, authority or discretion vested in any
                      Party or the Majority Lenders has not been exercised; and

                                      -63-


              (iii)   any notice or request made by the Borrower (other than a
                      Request for Borrowing) is made on behalf of and with the
                      consent and knowledge of the Guarantor.

        (c)   The Agent may engage, pay for and rely on the advice or services
              of any lawyers, accountants, surveyors or other experts.

        (d)   The Agent may act in relation to the Finance Documents through its
              personnel and agents.

        (e)   The Agent may disclose to any other Party any information it
              reasonably believes it has received as agent under this Agreement.

        (f)   Notwithstanding any other provision of any Finance Document to the
              contrary, the Agent is not obliged to do or omit to do anything if
              it would or might in its reasonable opinion constitute a breach of
              any law or regulation or a breach of a fiduciary duty or duty of
              confidentiality.

23.6    Majority Lenders' instructions

        (a)   Unless a contrary indication appears in a Finance Document, the
              Agent shall (i) exercise any right, power, authority or discretion
              vested in it as the Agent in accordance with any instructions
              given to it by the Majority Lenders (or, if so instructed by the
              Majority Lenders, refrain from exercising any right, power,
              authority or discretion vested in it as the Agent) and (ii) not be
              liable for any act (or omission) if it acts (or refrains from
              taking any action) in accordance with an instruction of the
              Majority Lenders.

        (b)   Unless a contrary indication appears in a Finance Document, any
              instructions given by the Majority Lenders will be binding on all
              the Finance Parties.

        (c)   The Agent may refrain from acting in accordance with the
              instructions of the Majority Lenders (or, if appropriate, the
              Lenders) until it has received such security as it may require for
              any cost, loss or liability (together with any associated VAT)
              which it may incur in complying with the instructions.

        (d)   In the absence of instructions from the Majority Lenders, (or, if
              appropriate, the Lenders) the Agent may act (or refrain from
              taking action) as it considers to be in the best interest of the
              Lenders.

        (e)   The Agent is not authorised to act on behalf of a Lender (without
              first obtaining that Lender's consent) in any legal or arbitration
              proceedings relating to any Finance Document.

23.7    Responsibility for documentation

        The Agent is not:

        (a)   responsible for the adequacy, accuracy and/or completeness of any
              information (whether oral or written) supplied by the Agent, an
              Obligor or any other person given in or in connection with any
              Finance Document or the Information Memorandum; or

                                      -64-


        (b)   responsible for the legality, validity, effectiveness, adequacy or
              enforceability of any Finance Document or any other agreement,
              arrangement or document entered into, made or executed in
              anticipation of or in connection with any Finance Document.

23.8    Exclusion of liability

        (a)   Without limiting paragraph (b) below (and without prejudice to the
              provisions of paragraph (e) of Clause 26.9 (Disruption to Payment
              Systems etc.), the Agent will not be liable (including without
              limitation, for negligence or any other category of liability
              whatsoever) for any action taken by it under or in connection with
              any Finance Document, unless directly caused by its gross
              negligence or wilful misconduct.

        (b)   No Party (other than the Agent) may take any proceedings against
              any officer, employee or agent of the Agent in respect of any
              claim it might have against the Agent or in respect of any act or
              omission of any kind by that officer, employee or agent in
              relation to any Finance Document and any officer, employee or
              agent of the Agent may rely on this Clause subject to Clause 1.3
              (Third Party Rights) and the provisions of the Third Parties Act.

        (c)   The Agent will not be liable for any delay (or any related
              consequences) in crediting an account with an amount required
              under the Finance Documents to be paid by the Agent if the Agent
              has taken all necessary steps as soon as reasonably practicable to
              comply with the regulations or operating procedures of any
              recognised clearing or settlement system used by the Agent for
              that purpose.

        (d)   Nothing in this Agreement shall oblige the Agent to carry out any
              "know your customer" or other checks in relation to any person on
              behalf of any Lender and each Lender confirms to the Agent that it
              is solely responsible for any such checks it is required to carry
              out and that it may not rely on any statement in relation to such
              checks made by the Agent.

23.9    Lenders' indemnity to the Agent

        Each Lender shall (in proportion to its share of the Total Maximum
        Credit or, if the Total Maximum Credit is then zero, to its share of the
        Total Maximum Credit immediately prior to their reduction to zero)
        indemnify the Agent, within three Business Days of demand, against any
        cost, loss or liability (including, without limitation, for negligence
        or any other category of liability whatsoever) incurred by the Agent
        (otherwise than by reason of the Agent's gross negligence or wilful
        misconduct) (or, in the case of any cost, loss or liability pursuant to
        Clause 26.9 (Disruption to Payment Systems etc.) notwithstanding the
        Agent's negligence, gross negligence, or any other category of liability
        whatsoever but not including any claim based on the fraud of the Agent)
        in acting as the Agent under the Finance Documents (unless the Agent has
        been reimbursed by an Obligor pursuant to a Finance Document).

23.10   Resignation of the Agent

        (a)   The Agent' may resign and appoint one of its Affiliates acting
              through an office in the United Kingdom as successor by giving
              notice to the other Finance Parties and the Borrower.

                                      -65-


        (b)   Alternatively the Agent may resign by giving notice to the other
              Finance Parties and the Borrower, in which case the Majority
              Lenders (after consultation with the Borrower) may appoint a
              successor agent.

        (c)   If the Majority Lenders have not appointed a successor agent in
              accordance with paragraph (b) above within thirty (30) days after
              notice of resignation was given, the Agent (after consultation
              with the Borrower) may appoint a successor agent (acting through
              an office in the United Kingdom).

        (d)   The Agent shall, at its own cost, make available to the successor
              agent such documents and records and provide such assistance as
              the successor agent may reasonably request for the purposes of
              performing its functions as the Agent under the Finance Documents.

        (e)   The Agent's resignation notice shall only take effect upon the
              appointment of a successor.

        (f)   Upon the appointment of a successor, the retiring Agent shall be
              discharged from any further obligation in respect of the Finance
              Documents but shall remain entitled to the benefit of this Clause
              23. Its successor and each of the other Parties shall have the
              same rights and obligations amongst themselves as they would have
              had if such successor had been an original Party.

        (g)   After consultation with the Borrower, the Majority Lenders may, by
              notice to the Agent, require it to resign in accordance with
              paragraph (b) above. In this event, the Agent shall resign in
              accordance with paragraph (b) above.

23.11   Confidentiality

        (a)   In acting as agent for the Finance Parties, the Agent shall be
              regarded as acting through its agency division which shall be
              treated as a separate entity from any other of its divisions or
              departments.

        (b)   If information is received by another division or department of
              the Agent, it may be treated as confidential to that division or
              department and the Agent shall not be deemed to have notice of it.

23.12   Relationship with the Lenders

        (a)   The Agent may treat each Lender as a Lender, entitled to payments
              under this Agreement and acting through its Facility Office unless
              it has received not less than five (5) Business Days prior notice
              from that Lender to the contrary in accordance with the terms of
              this Agreement.

        (b)   Each Lender shall supply the Agent with any information required
              by the Agent in order to calculate the Mandatory Cost in
              accordance with Schedule 4 (Mandatory Cost formulae).

23.13   Credit appraisal by the Lenders

        Without affecting the responsibility of any Obligor for information
        supplied by it or on its behalf in connection with any Finance Document,
        each Lender confirms to the Agent that it has been, and will continue
        to be, solely responsible for making its own independent appraisal

                                      -66-


        and investigation of all risks arising under or in connection with any
        Finance Document including but not limited to:

        (a)   the financial condition, status and nature of each Obligor;

        (b)   the legality, validity, effectiveness, adequacy or enforceability
              of any Finance Document and any other agreement, arrangement or
              document entered into, made or executed in anticipation of, under
              or in connection with any Finance Document;

        (c)   whether that Lender has recourse, and the nature and extent of
              that recourse, against any Party or any of its respective assets
              under or in connection with any Finance Document, the transactions
              contemplated by the Finance Documents or any other agreement,
              arrangement or document entered into, made or executed in
              anticipation of, under or in connection with any Finance Document;
              and

        (d)   the adequacy, accuracy and/or completeness of the Information
              Memorandum and any other information provided by the Agent, any
              Party or by any other person under or in connection with any
              Finance Document, the transactions contemplated by the Finance
              Documents or any other agreement, arrangement or document entered
              into, made or executed in anticipation of, under or in connection
              with any Finance Document.

23.14   Reference Banks

        If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender
        of which it is an Affiliate) ceases to be a Lender, the Agent shall (in
        consultation with the Borrower) appoint another Lender or an Affiliate
        of a Lender to replace that Reference Bank.

23.15   The Agent's Management Time

        Except for any amount to be paid to the Agent in respect of any proposed
        or actual syndication of a Loan (which amount shall be paid by the
        Lenders) any amount payable to the Agent under Clause 15 (Costs and
        expenses) and Clause 23.9 (Lenders' indemnity to the Agent) shall
        include the cost of utilising the Agent's management time or other
        resources and will be calculated on the basis of such reasonable daily
        or hourly rates as the Agent may agree with the Borrower and the
        Lenders, and is in addition to any fee paid or payable to the Agent
        under Clause 11 (Fees).

23.16   Deduction from amounts payable by the Agent

        If any Party owes an amount to the Agent under the Finance Documents the
        Agent may, after giving notice to that Party, deduct an amount not
        exceeding that amount from any payment to that Party which the Agent
        would otherwise be obliged to make under the Finance Documents and apply
        the amount deducted in or towards satisfaction of the amount owed. For
        the purposes of the Finance Documents that Party shall be regarded as
        having received any amount so deducted.

23.17   The Security Trustee as trustee

        (a)   The Security Trustee declares that it holds all rights, title
              and interests in, to and under those Finance Documents to
              which it is a party and expressed to be a trustee (acting as
              trustee for the Finance Parties), and all proceeds of the
              enforcement of such Finance Documents, on trust for the
              Finance Parties from time to time. This trust

                                      -67-


              shall remain in force even if the Security Trustee (in whatever
              capacity) is at any time the sole Finance Party.

        (b)   The Security Trustee, in its capacity as trustee or otherwise
              under any Finance Document is not liable for any failure:

              (i)     to require the deposit with it of any title deed, any
                      Finance Document; or any other documents in connection
                      with any Finance Document;

              (ii)    in it (or its solicitors) holding any title deed, any
                      Finance Document or any other documents in connection with
                      any Finance Document in its own possession or to take any
                      steps to protect or preserve the same including permitting
                      the Borrower to retain any such title deeds, any Finance
                      Documents or any other documents;

              (iii)   to obtain any licence, consent or other authority for the
                      execution, delivery, validity, legality, adequacy,
                      performance, enforceability or admissibility in evidence
                      of any such Finance Document;

              (iv)    to effect or ensure registration of or otherwise protect
                      any of the security created by any such Finance Document
                      by registering the same under the Land Registration Act
                      2002 or any other applicable registration laws in any
                      jurisdiction or otherwise by registering any notice,
                      caution or other entry prescribed by or pursuant to the
                      provisions of the said Act or laws;

              (v)     to take or require the Borrower to take any step to render
                      the security created or purported to be created by or
                      pursuant to any such Finance Document effective or to
                      secure the creation of any ancillary security under the
                      laws of any jurisdiction;

              (vi)    to require any further assurances in relation to any such
                      Finance Document; or

              (vii)   to insure any asset or require any other person to
                      maintain any such insurance or be responsible for any loss
                      which may be suffered by any person as a result of the
                      lack, or inadequacy or insufficiency, of any such
                      insurance.

        (c)   The Security Trustee may accept, without enquiry, any right or
              title that the Borrower may (or may purport to) have to any asset
              which is the subject of any such Finance Document and shall not be
              bound or concerned to investigate or make any enquiry into the
              right or title of the Borrower to any such asset or to require the
              Borrower to remedy any defect in its right or title to the same.

        (d)   Save as otherwise provided in the Finance Documents, all
              moneys, which under the trusts contained in any Finance
              Document are received by the Security Trustee in its capacity
              as trustee or otherwise, may be invested in the name of, or
              under the control of, the Security Trustee in any investment
              for the time being authorised by English law for the investment
              by a trustee of trust money or in any other investments which
              may be selected by the Security Trustee. Additionally, the same
              may be placed on deposit in the name of, or under the control
              of, the Security Trustee at such bank or

                                      -68-


              institution (including the Security Trustee) and upon such
              terms as the Agent may think fit.

        (e)   Section 1 of the Trustee Act 2000 shall not apply to the duties of
              the Security Trustee in relation to the trusts constituted by any
              Finance Document. Where there are any inconsistencies between that
              Act and the provisions of that Finance Document, the provisions of
              that Finance Document shall, to the extent allowed by law, prevail
              and, in the case of any inconsistency with that Act, the
              provisions of that Finance Document shall constitute a restriction
              or exclusion for the purposes of that Act.

        (f)   The perpetuity period for the trusts in this Agreement is 80
              years.

24.     CONDUCT OF BUSINESS BY THE FINANCE PARTIES

        No provision of this Agreement will:

        (a)   interfere with the right of any Finance Party to arrange its
              affairs (tax or otherwise) in whatever manner it thinks fit;

        (b)   oblige any Finance Party to investigate or claim any credit,
              relief, remission or repayment available to it or the extent,
              order and manner of any claim; or

        (c)   oblige any Finance Party to disclose any information relating to
              its affairs (tax or otherwise) or any computations in respect of
              Tax.

25.     SHARING AMONG THE FINANCE PARTIES

25.1    Payments to Finance Parties

        If a Finance Party (a "Recovering Finance Party") receives or recovers
        any amount from an Obligor other than in accordance with Clause 26
        (Payment mechanics) and applies that amount to a payment due under the
        Finance Documents then:

        (a)   the Recovering Finance Party shall, within three (3) Business
              Days, notify details of the receipt or recovery, to the Agent;

        (b)   the Agent shall determine whether the receipt or recovery is in
              excess of the amount the Recovering Finance Party would have been
              paid had the receipt or recovery been received or made by the
              Agent and distributed in accordance with Clause 26 (Payment
              mechanics), without taking account of any Tax which would be
              imposed on the Agent in relation to the receipt, recovery or
              distribution; and

        (c)   the Recovering Finance Party shall, within three (3) Business Days
              of demand by the Agent, pay to the Agent an amount (the "Sharing
              Payment") equal to such receipt or recovery less any amount which
              the Agent determines may be retained by the Recovering Finance
              Party as its share of any payment to be made, in accordance with
              the Debenture.

25.2    Redistribution of payments

        The Agent shall treat the Sharing Payment as if it had been paid by the
        relevant Obligor and distribute it between the Finance Parties (other
        than the Recovering Finance Party) in accordance with the Debenture.

                                      -69-


25.3    Recovering Finance Party's rights

        (a)   On a distribution by the Agent under Clause 25.2 (Redistribution
              of payments), the Recovering Finance Party will be subrogated to
              the rights of the Finance Parties which have shared in the
              redistribution.

        (b)   If and to the extent that the Recovering Finance Party is not able
              to rely on its rights under paragraph (a) above, the relevant
              Obligor shall be liable to the Recovering Finance Party for a debt
              equal to the Sharing Payment which is immediately due and payable.

25.4    Reversal of redistribution

        If any part of the Sharing Payment received or recovered by a Recovering
        Finance Party becomes repayable and is repaid by that Recovering Finance
        Party, then:

        (a)   each Finance Party which has received a share of the relevant
              Sharing Payment pursuant to Clause 25.2 (Redistribution of
              payments) shall, upon request of the Agent, pay to the Agent for
              the account of that Recovering Finance Party an amount equal to
              the appropriate part of its share of the Sharing Payment (together
              with an amount as is necessary to reimburse that Recovering
              Finance Party for its proportion of any interest on the Sharing
              Payment which that Recovering Finance Party is required to pay);
              and

        (b)   that Recovering Finance Party's rights of subrogation in respect
              of any reimbursement shall be cancelled and the relevant Obligor
              will be liable to the reimbursing Finance Party for the amount so
              reimbursed.

25.5    Exceptions

        (a)   This Clause 25 shall not apply to the extent that the Recovering
              Finance Party would not, after making any payment pursuant to this
              Clause, have a valid and enforceable claim against the relevant
              Obligor.

        (b)   A Recovering Finance Party is not obliged to share with any other
              Finance Party any amount which the Recovering Finance Party has
              received or recovered as a result of taking legal or arbitration
              proceedings, if:

              (i)   it notified that other Finance Party of the legal or
                    arbitration proceedings; and

              (ii)  that other Finance Party had an opportunity to participate
                    in those legal or arbitration proceedings but did not do
                    so as soon as reasonably practicable having received
                    notice and did not take separate legal or arbitration
                    proceedings.

                                      -70-


                                   SECTION 10
                                 ADMINISTRATION

26.     PAYMENT MECHANICS

26.1    Payments to the Agent

        (a)   On each date on which an Obligor or a Lender is required to make a
              payment under a Finance Document, that Obligor or the Lender shall
              make the same available to the Agent (unless a contrary indication
              appears in a Finance Document) for value on the due date at the
              time and in such funds specified by the Agent as being customary
              at the time for settlement of transactions in the relevant
              currency in the place of payment.

        (b)   Payment shall be made to such account in the principal financial
              centre of the country of that currency (or, in relation to euro,
              in a principal financial centre in a Participating Member State or
              London) with such bank as the Agent specifies.

26.2    Distributions by the Agent

        Each payment received by the Agent under the Finance Documents for
        another Party shall, subject to Clause 26.3 (Distributions to an
        Obligor), Clause 26.4 (Clawback) and Clause 23.16 (Deduction from
        amounts payable by the Agent) be made available by the Agent as soon as
        practicable after receipt to the Party entitled to receive payment in
        accordance with this Agreement (in the case of a Lender, for the account
        of its Facility Office), to such account as that Party may notify to the
        Agent by not less than five (5) Business Days' notice with a bank in the
        principal financial centre of the country of that currency (or, in
        relation to euro, in the principal financial centre of a Participating
        Member State or London).

26.3    Distributions to an Obligor

        The Agent may (with the consent of the Obligor or in accordance with
        Clause 27 (Set-off)) apply any amount received by it for that Obligor in
        or towards payment (on the date and in the currency and funds of
        receipt) of any amount due from that Obligor under the Finance Documents
        or in or towards purchase of any amount of any currency to be so
        applied.

26.4    Clawback

        (a)   Where a sum is to be paid to the Agent under the Finance Documents
              for another Party, the Agent is not obliged to pay that sum to
              that other Party (or to enter into or perform any related exchange
              contract) until it has been able to establish to its satisfaction
              that it has actually received that sum.

        (b)   If the Agent pays an amount to another Party and it proves to be
              the case that the Agent had not actually received that amount,
              then the Party to whom that amount (or the proceeds of any related
              exchange contract) was paid by the Agent shall on demand refund
              the same to the Agent together with interest on that amount from
              the date of payment to the date of receipt by the Agent,
              calculated by the Agent to reflect its cost of funds.

26.5    No set-off by Obligors

        All payments to be made by an Obligor under the Finance Documents shall
        be calculated and be made without (and free and clear of any deduction
        for) set-off or counterclaim.

                                      -71-


26.6    Business Days

        (a)   Any payment which is due to be made on a day that is not a
              Business Day shall be made on the next Business Day.

        (b)   During any extension of the due date for payment of any principal
              or Unpaid Sum under this Agreement interest is payable on the
              principal or Unpaid Sum at the rate payable on the original due
              date.

26.7    Currency of account

        (a)   Subject to paragraphs (b) to (e) below, the Base Currency is the
              currency of account and payment for any sum due from an Obligor
              under any Finance Document.

        (b)   A repayment of a Loan or Unpaid Sum or a part of a Loan or Unpaid
              Sum shall be made in the currency in which such Loan or Unpaid Sum
              is denominated on the due date.

        (c)   Each payment of interest shall be made in the currency in which
              the sum in respect of which the interest is payable was
              denominated when that interest accrued.

        (d)   Each payment in respect of costs, expenses or Taxes shall be made
              in the currency in which the costs, expenses or Taxes are
              incurred.

        (e)   Any amount expressed to be payable in a currency other than the
              Base Currency shall be paid in that other currency.

26.8    Change of currency

        (a)   Unless otherwise prohibited by law, if more than one currency or
              currency unit are at the same time recognised by the central bank
              of any country as the lawful currency of that country, then:

              (i)     any reference in the Finance Documents to, and any
                      obligations arising under the Finance Documents in, the
                      currency of that country shall be translated into, or paid
                      in, the currency or currency unit of that country
                      designated by the Agent (after consultation with the
                      Borrower); and

              (ii)    any translation from one currency or currency unit to
                      another shall be at the official rate of exchange
                      recognised by the central bank for the conversion of that
                      currency or currency unit into the other, rounded up or
                      down by the Agent (acting reasonably).

        (b)   If a change in any currency of a country occurs, this Agreement
              will, to the extent the Agent (acting reasonably and after
              consultation with the Borrower) specifies to be necessary, be
              amended to comply with any generally accepted conventions and
              market practice in the Relevant Interbank Market and otherwise to
              reflect the change in currency.

26.9    Disruption to Payment Systems etc.

        If either the Agent determines (in its discretion) that a Disruption
        Event has occurred or the Agent is notified by the Borrower that a
        Disruption Event has occurred:

                                      -72-


        (a)   the Agent may, and shall if requested to do so by the Borrower,
              consult with the Borrower with a view to agreeing with the
              Borrower such changes to the operation or administration of the
              Facility as the Agent may deem necessary in the circumstances;

        (b)   the Agent shall not be obliged to consult with the Borrower in
              relation to any changes mentioned in paragraph (a) if, in its
              opinion, it is not practicable to do so in the circumstances and,
              in any event, shall have no obligation to agree to such changes;

        (c)   the Agent may consult with the Finance Parties in relation to any
              changes mentioned in paragraph (a) but shall not be obliged to do
              so if, in its opinion, it is not practicable to do so in the
              circumstances;

        (d)   any such changes agreed upon by the Agent and the Borrower shall
              (whether or not it is finally determined that a Disruption Event
              has occurred) be binding upon the Parties as an amendment to (or,
              as the case may be, waiver of) the terms of the Finance Documents
              notwithstanding the provisions of Clause 32 (Amendments and
              Waivers);

        (e)   the Agent shall not be liable for any damages, costs or losses
              whatsoever (including, without limitation for negligence, gross
              negligence or any other category of liability whatsoever but not
              including any claim based on the fraud of the Agent) arising as a
              result of its taking, or failing to take, any actions pursuant to
              or in connection with this Clause 26.9; and

        (f)   the Agent shall notify the Finance Parties of all changes agreed
              pursuant to paragraph (d) above.

27.     SET-OFF

        In addition to any rights and remedies of the Lender provided by this
        Agreement and by law, the Lender shall have the right, without prior
        notice to the Borrower, and such notice being expressly waived by the
        Borrower to the extent permitted by applicable law, upon any amount
        becoming due and payable by the Borrower hereunder (whether at the
        stated maturity, by acceleration or otherwise) to set-off and
        appropriate and apply against such amount any and all deposits of the
        Borrower (general or special, time or demand, provisional or final), in
        any currency, and any other credits, indebtedness or claims, in any
        currency, in each case whether direct or indirect, absolute or
        contingent, matured or unmatured, at any time held or owing by the
        Lender or any Affiliate thereof to or for the credit or the account of
        the Borrower. The Lender agrees promptly to notify the Borrower after
        any such set-off and application made by the Lender provided that the
        failure to give such notice shall not affect the validity of such
        set-off and application.

28.     NOTICES

28.1    Communications in writing

        Any communication to be made under or in connection with the Finance
        Documents shall be made in writing and, unless otherwise stated, may be
        made by fax or letter.

                                      -73-


28.2    Addresses

        The address and fax number (and the department or officer, if any, for
        whose attention the communication is to be made) of each Party for any
        communication or document to be made or delivered under or in connection
        with the Finance Documents is:

        (a)   in the case of the Borrower, that identified with its name below;

        (b)   in the case of each Lender, that notified in writing to the Agent
              on or prior to the date on which it becomes a Party;

        (c)   in the case of the Initial Lender, that identified with its name
              below; and

        (d)   in the case of the Agent, that identified with its name below,

        or any substitute address or fax number or department or officer as the
        Party may notify to the Agent (or the Agent may notify to the other
        Parties, if a change is made by the Agent) by not less than five (5)
        Business Days' notice.

28.3    Delivery

        (a)   Any communication or document made or delivered by one person to
              another under or in connection with the Finance Documents will
              only be effective:

              (i)     if by way of fax, when received in legible form; or

              (ii)    if by way of letter, when it has been left at the relevant
                      address or five (5) Business Days after being deposited in
                      the post postage prepaid in an envelope addressed to it at
                      that address,

              and, if a particular department or officer is specified as
              part of its address details provided under Clause 28.2
              (Addresses), if addressed to that department or officer.

        (b)   Any communication or document to be made or delivered to the Agent
              will be effective only when actually received by the Agent and
              then only if it is expressly marked for the attention of the
              department or officer identified with the Agent's signature below
              (or any substitute department or officer as the Agent shall
              specify for this purpose).

        (c)   All notices from or to an Obligor shall be sent through the Agent.

        (d)   Any communication or document made or delivered to the Borrower in
              accordance with this Clause will be deemed to have been made or
              delivered to the Guarantor.

28.4    Notification of address and fax number

        Promptly upon receipt of notification of an address and fax number or
        change of address or fax number pursuant to Clause 28.2 (Addresses) or
        changing its own address or fax number, the Agent shall notify the other
        Parties.

                                      -74-


28.5    Electronic communication

        (a)   Any communication to be made between the Agent and a Lender under
              or in connection with the Finance Documents may be made by
              electronic mail or other electronic means, if the Agent and the
              relevant Lender:

              (i)     agree that, unless and until notified to the contrary,
                      this is to be an accepted form of communication;

              (ii)    notify each other in writing of their electronic mail
                      address and/or any other information required to enable
                      the sending and receipt of information by that means; and

              (iii)   notify each other of any change to their address or any
                      other such information supplied by them.

        (b)   Any electronic communication made between the Agent and a Lender
              will be effective only when actually received in readable form and
              in the case of any electronic communication made by a Lender to
              the Agent only if it is addressed in such a manner as the Agent
              shall specify for this purpose.

28.6    English language

        (a)   Any notice given under or in connection with any Finance Document
              must be in English.

        (b)   All other documents provided under or in connection with any
              Finance Document must be:

              (i)     in English; or

              (ii)    if not in English, and if so required by the Agent,
                      accompanied by a certified English translation and, in
                      this case, the English translation will prevail unless the
                      document is a constitutional, statutory or other official
                      document.

29.     CALCULATIONS AND CERTIFICATES

29.1    Accounts

        In any litigation or arbitration proceedings arising out of or in
        connection with a Finance Document, the entries made in the accounts
        maintained by a Finance Party are prima facie evidence of the matters to
        which they relate.

29.2    Certificates and Determinations

        Any certification or determination by a Finance Party of a rate or
        amount under any Finance Document is, in the absence of manifest error,
        conclusive evidence of the matters to which it relates.

29.3    Day count convention

        Any interest, commission or fee accruing under a Finance Document will
        accrue from day to day and is calculated on the basis of the actual
        number of days elapsed and a year of 360 days or, in any case where the
        practice in the Relevant Interbank Market differs, in accordance with
        that market practice.

                                      -75-


30.     PARTIAL INVALIDITY

        If, at any time, any provision of the Finance Documents is or becomes
        illegal, invalid or unenforceable in any respect under any law of any
        jurisdiction, neither the legality, validity or enforceability of the
        remaining provisions nor the legality, validity or enforceability of
        such provision under the law of any other jurisdiction will in any way
        be affected or impaired.

31.     REMEDIES AND WAIVERS

        No failure to exercise, nor any delay in exercising, on the part of any
        Finance Party, any right or remedy under the Finance Documents shall
        operate as a waiver, nor shall any single or partial exercise of any
        right or remedy prevent any further or other exercise or the exercise of
        any other right or remedy. The rights and remedies provided in this
        Agreement are cumulative and not exclusive of any rights or remedies
        provided by law.

32.     AMENDMENTS AND WAIVERS

32.1    Required consents

        (a)   Subject to Clause 32.2 (Exceptions) any term of the Finance
              Documents may be amended or waived only with the consent of the
              Majority Lenders and the Obligors and any such amendment or waiver
              will be binding on all Parties.

        (b)   The Agent may effect, on behalf of any Finance Party, any
              amendment or waiver permitted by this Clause.

32.2    Exceptions

        (a)   An amendment or waiver that has the effect of changing or which
              relates to:

              (i)     the definition of "Majority Lenders" in Clause 1.1
                      (Definitions);

              (ii)    an extension to the date of payment of any amount under
                      the Finance Documents;

              (iii)   a reduction in the amount of any payment of principal,
                      interest, fees or commission payable;

              (iv)    an increase in or an extension of any Loan;

              (v)     a change to the Borrower or the Guarantor;

              (vi)    any provision which expressly requires the consent of all
                      Lenders; or

              (vii)   Clause 24 (Conduct of Business by the Finance Parties),
                      Clause 21 (Changes to the Lenders) or this Clause 32.

              shall not be made without the prior consent of all the Lenders.

        (b)   An amendment or waiver which relates to the rights or obligations
              of the Agent may not be effected without the consent of the Agent.

33.     COUNTERPARTS

        Each Finance Document may be executed in any number of counterparts, and
        this has the same effect as if the signatures on the counterparts were
        on a single copy of the Finance Document.

                                      -76-


33.1    Servicing

        (a)   The Borrower covenants to maintain or cause the servicing of the
              Collateral to be maintained in conformity with accepted and
              prudent servicing practices in the industry for the same type of
              collateral as the Collateral and in a manner at least equal in
              quality to the servicing the Borrower provides for mortgage loans,
              mezzanine loans and equity interests which it owns. In the event
              that the preceding language is interpreted as constituting one or
              more servicing contracts, each such servicing contract shall
              terminate automatically upon the earliest of (i) an Event of
              Default; or (ii) the transfer of servicing approved by the
              Borrower.

        (b)   If the Collateral is serviced by the Borrower, (i) the Borrower
              agrees and acknowledges that the Security Trustee is the assignee
              by way of security of all servicing records, including but not
              limited to any and all servicing agreements, files, documents,
              records, data bases, computer tapes, copies of computer tapes,
              proof of insurance coverage, insurance policies, appraisals, other
              closing documentation, payment history records, and any other
              records relating to or evidencing the servicing of Collateral (the
              "Servicing Records"). The Borrower covenants to safeguard such
              Servicing Records and to deliver them promptly to the Lender or
              its designee (including the Custodian) at the Security Trustee's
              request.

        (c)   If the Collateral is serviced by a third party servicer (such
              third party servicer, "the Servicer"), the Borrower (i) shall
              provide a copy of the servicing agreement to the Security Trustee
              and the Agent, which shall be in form and substance acceptable to
              the Agent, together with all addendums thereto (collectively, the
              "Servicing Agreement"); and (ii) shall provide a Servicer Notice
              to the Servicer substantially in the form of Schedule 16 (Servicer
              Notice) (a "Servicer Notice") and shall cause the Servicer to
              acknowledge and agree to the same. Any successor or assignee of a
              Servicer shall be approved in writing by the Agent and shall
              acknowledge and agree to a Servicer Notice prior to such
              successor's assumption of servicing obligations with respect to
              any or all of the Collateral.

        (d)   If the servicer of the Collateral is the Borrower or the Servicer
              is an Affiliate of the Borrower, the Borrower shall provide to the
              Agent and the Security Trustee a letter from the Borrower or the
              Servicer, as the case may be, to the effect that upon the
              occurrence and during the continuance of an Event of Default, the
              Security Trustee may terminate any Servicing Agreement and in any
              event transfer servicing to the Security Trustee's designee, at no
              cost or expense to the Security Trustee, it being agreed that the
              Borrower will pay any and all fees required to terminate the
              Servicing Agreement and to effectuate the transfer of servicing to
              the designee of the Security Trustee.

        (e)   In the event the Borrower or its Affiliate is servicing the
              Collateral, the Borrower shall permit the Security Trustee and the
              Agent, upon advance written notice to the Borrower (unless a
              Default or Event of Default shall have occurred and be continuing,
              in which case no notice shall be required), from time to time to
              inspect the Borrower's or its Affiliate's servicing facilities, as
              the case may be, for the purpose of satisfying the Security
              Trustee and the Agent that the Borrower or its Affiliate, as the
              case may be, has the ability to service the Collateral as provided
              in this Agreement.

                                      -77-


        (f)   Irrespective of whether the Servicer is the Borrower or a third
              party servicer, the Borrower undertakes to procure that any monies
              received in respect of or derived from the Collateral will be paid
              forthwith into a Borrower Bank Account.

33.2    Periodic Due Diligence Review

        The Borrower acknowledges that the Agent and the Security Trustee has
        the right to perform continuing due diligence reviews (a "Due Diligence
        Review") with respect to the Collateral and the manner in which they
        were originated, for the purposes of verifying compliance with the
        representations, warranties and specifications made hereunder, or
        otherwise, and the Borrower agrees that upon reasonable (but no less
        than five (5) Business Days) prior notice to the Borrower (unless a
        Default or Event of Default shall have occurred and be continuing, in
        which case no notice shall be required), the Agent and the Security
        Trustee or its authorised representatives will be permitted during
        normal business hours to examine, inspect, and make copies and extracts
        of, the Collateral Files and any and all documents, records, agreements,
        instruments or information relating to such Collateral in the possession
        or under the control of the Borrower and/or the Custodian. The Borrower
        also shall make available to the Agent and the Security Trustee a
        knowledgeable financial or accounting officer for the purpose of
        answering questions respecting the Collateral Files and the Collateral.
        Without limiting the generality of the foregoing, the Borrower
        acknowledges that the Lenders may make the Loans to the Borrower based
        solely upon the information provided by the Borrower to the Agent and
        the representations, warranties and covenants contained herein, and that
        the Agent, at its option, has the right at any time to conduct a partial
        or complete due diligence review on some or all of the Collateral Files
        securing the Secured Obligations, including without limitation ordering
        new credit reports and new Appraisals from a valuer and in a form each
        reasonably acceptable to the Borrower on the related Encumbered
        Properties and otherwise re-generating the information used to originate
        such Eligible Collateral. The Agent may underwrite the Eligible
        Collateral itself or engage a mutually agreed upon third party
        underwriter to perform such underwriting. The Borrower agrees to
        cooperate with the Agent and any third party underwriter in connection
        with such underwriting, including, but not limited to, providing the
        Agent and any third party underwriter with access to any and all
        documents, records, agreements, instruments or information relating to
        the Eligible Collateral in the possession, or under the control, of the
        Borrower. The Borrower further agrees that the Borrower shall reimburse
        the Agent and the Security Trustee for any and all out-of-pocket costs
        and expenses incurred by the Agent and the Security Trustee in
        connection with the their respective activities pursuant to this Clause
        33.2. Provided that the Borrower shall not reimburse the Agent in
        respect of any Due Diligence Review carried out in respect of the
        origination of any item of Collateral, sourced or provided by MS & Co.

33.3    Disclaimers

        Each determination by the Agent of the Asset Value of one or more items
        of Eligible Collateral or the communication to the Borrower of any other
        information pertaining to Asset Value under this Agreement shall be
        subject to the following disclaimers:

        (a)   the Agent has assumed and relied upon, with the Borrower's consent
              and without independent verification, the accuracy and
              completeness of the information provided by the Borrower and
              reviewed by the Agent. The Agent has not made any independent
              inquiry of any aspect of the subject items of Eligible Collateral
              or collateral underlying such item of Eligible Collateral or of
              the other assets or

                                      -78-


              liabilities or creditworthiness of any Collateral Obligor. The
              Agent's view is based on economic, market and other conditions as
              in effect on, and the information made available to the Agent as
              at, the date of any such determination or communication of
              information, and such view may change at any time without prior
              notice to the Borrower.

        (b)   Asset Value determinations and other information provided to the
              Borrower constitute a statement of the Agent's view of the value
              of one or more assets at a particular point in time and neither
              (i) constitute a bid for a particular trade, (ii) indicate a
              willingness on the part of the Agent or any Affiliate thereof to
              make such a bid, nor (iii) reflect a valuation for substantially
              similar assets at the same or another point in time, or for the
              same assets at another point in time.

        (c)   Asset Value determinations and other information provided to the
              Borrower do not necessarily reflect the Agent's internal
              bookkeeping or theoretical model-based valuations of the subject
              items of Eligible Collateral or substantially similar assets.

        (d)   Asset Value determinations and other information provided to the
              Borrower may vary significantly from valuation determinations and
              other information which may be obtained from other sources.

        (e)   Asset Value determinations and other information provided to the
              Borrower are provided for information purposes only in furtherance
              of the provisions of this Agreement, and are not an offer to enter
              into, transfer and assign, or terminate any transaction.

        (f)   Asset Value determinations and other information provided to the
              Borrower are communicated to the Borrower solely for its use and
              may not be relied upon by any other person and may not be
              disclosed or referred to publicly or to any third party without
              the prior written consent of the Agent, which consent the Agent
              may withhold or delay in its sole and absolute discretion.

        (g)   the Agent makes no representations or warranties with respect to
              any Asset Value determinations or other information provided to
              the Borrower, the Agent nor the Lender shall be liable for any
              incidental or consequential damages arising out of any inaccuracy
              in such valuation determinations and other information provided to
              the Borrower, including as a result of any act of gross negligence
              or breach of any warranty.

        (h)   Valuation indications and other information provided to the
              Borrower in connection with Clause 5 (Procedure for Loans) are
              only indicative of the Asset Value of the subject item of Eligible
              Collateral submitted to the Agent for consideration thereunder,
              and may change without notice to the Borrower prior to, or
              subsequent to, the pledge by the Borrower of such item of Eligible
              Collateral pursuant to Clause 5 (Procedure for Loans). No
              indication is provided as to the Agent's expectation of the future
              value of such item of Eligible Collateral.

        (i)   Valuation indications and other information provided to the
              Borrower in connection Clause 5 (Procedure for Loans) are to be
              used by the Borrower for the sole purpose

                                      -79-



              of determining whether to proceed in accordance with Clause 5
              (Procedure for Loans) and for no other purpose.

34.     ENTIRE AGREEMENT

        This Agreement and any document referred to in this Agreement constitute
        the entire agreement and understanding between the parties relating to
        the subject matter of this Agreement and supersede any previous
        agreements between the Parties relating to the subject matter of this
        Agreement.


                                      -80-




                                   SECTION 11
                          GOVERNING LAW AND ENFORCEMENT

35.     GOVERNING LAW

        This Agreement is governed by English law.

36.     ENFORCEMENT

36.1    Limited Recourse

        (a)   Neither the Security Trustee or any Secured Party or any of the
              other parties hereto (nor any person acting on their behalf) shall
              be entitled at any time to institute against the Borrower, or join
              in any institution against the Borrower, of any bankruptcy,
              administration, monitoring, reorganisation, controlled management,
              arrangement, insolvency, examinership, winding up or liquidation
              proceedings or similar insolvency proceedings under any applicable
              bankruptcy or similar law in connection with any obligation of the
              Borrower under any Finance Document, save for lodging claims and
              exercising voting and all other rights available to creditors in
              the liquidation, winding-up, examinership or other insolvency or
              reorganisation proceedings of the Borrower which is initiated by
              another party or taking proceedings to obtain a declaration or
              judgment as to the obligation of the Borrower and provided that
              the Security Trustee or any Secured Party or any of the other
              parties hereto may appoint a receiver pursuant to the Law of
              Property Act, 1925 or the Conveyancing and Law of Property Act,
              1881 of Ireland (as applicable) over any of the Borrower's assets
              if entitled to do so in accordance with and pursuant to this
              Debenture.

        (b)   The Security Trustee each of the Secured Parties and the other
              parties hereto hereby agree that they shall have recourse in
              respect of any claim against the Borrower only to the assets of
              the Borrower (provided always that this clause 36.1(b) shall in no
              way restrict or diminish the rights of a Finance Party under the
              Guarantee which shall remain in full force and effect
              notwithstanding that the recourse against the Borrower hereunder
              is so limited). In furtherance of the foregoing sentence, no
              recourse shall be had for the payment or performance of any
              obligation or liability hereunder or under any Finance Document or
              any claim based thereon against any director, officer or
              independent contractor of the Borrower except in the case of gross
              negligence or fraud on the part of such a person or in the event
              of statutory liability arising as a result of breach of law by
              that person.

36.2    Jurisdiction

        (a)   The courts of England have non-exclusive jurisdiction to settle
              any dispute arising out of or in connection with this Agreement
              (including a dispute regarding the existence, validity or
              termination of this Agreement) (a "Dispute").

        (b)   The Parties agree that the courts of England are the most
              appropriate and convenient courts to settle Disputes and
              accordingly no Party will argue to the contrary.

        (c)   This Clause 36.12 is for the benefit of the Finance Parties only.
              As a result, no Finance Party shall be prevented from taking
              proceedings relating to a Dispute in any

                                      -81-


              other courts with jurisdiction. To the extent allowed by law, the
              Finance Parties may take concurrent proceedings in any number of
              jurisdictions.

36.3    Service of process

        Without prejudice to any other mode of service allowed under any
        relevant law, each Obligor (other than an Obligor incorporated in
        England and Wales):

        (a)   irrevocably appoints Dechert LLP, (Attention: Andrew Petersen)
              counsel to the Borrower and Guarantor as its agent for service of
              process in relation to any proceedings before the English courts
              in connection with any Finance Document; and

        (b)   agrees that failure by an agent for service of process to notify
              the relevant Obligor of the process will not invalidate the
              proceedings concerned.

THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS
AGREEMENT.


                                      -82-




                                  SCHEDULE 1
                             THE ORIGINAL PARTIES


                                    Part I
                                 The Obligors


Name of Borrower                     Registration number (or equivalent, if any)

AHR CAPITAL MS LIMITED               411989 (IRELAND)




Name of Guarantor                    Registration number (or equivalent, if any)

ANTHRACITE CAPITAL, INC.             N/A





                                      -83-





                                    Part II
                               The Initial Lender


Name of Initial Lender                                      Maximum Credit

MORGAN STANLEY BANK                                         $300,000,000





                                      -84-




                                   SCHEDULE 2
                              CONDITIONS PRECEDENT


                                     Part I
             Conditions precedent to First Loan under this Agreement


1.      Obligors

        (a)   The Finance Documents, duly executed and delivered by each
              relevant Obligor.

        (b)   A copy of the constitutional documents of each Obligor.

        (c)   A copy of a resolution of the board of directors of each Obligor:

              (i)    approving the terms of, and the transactions contemplated
                     by, the Finance Documents to which it is a party and
                     resolving that it execute the Finance Documents to which it
                     is a party;

              (ii)   authorising a specified person or persons to execute the
                     Finance Documents to which it is a party on its behalf; and

              (iii)  authorising a specified person or persons, on its behalf,
                     to sign and/or despatch all documents and notices
                     (including, if relevant, any Request for Borrowing) to be
                     signed and/or despatched by it under or in connection with
                     the Finance Documents to which it is a party.

        (d)   A specimen of the signature of each person authorised by the
              resolution referred to in paragraph (b) above.

        (e)   A certificate of each Obligor (signed by an officer of each
              Obligor) confirming that borrowing or guaranteeing, as
              appropriate, the Total Maximum Credit would not cause any
              borrowing, guaranteeing or similar limit binding on such Obligor
              to be exceeded.

        (f)   A certificate of an authorised signatory of each relevant Obligor
              certifying that each copy document relating to it specified in
              this Schedule 2 is correct, complete and in full force and effect
              as at a date no earlier than the date of this Agreement.

2.      Legal opinions

        (a)   A legal opinion of Dechert LLP, legal advisers to the Borrower in
              England, substantially in the form distributed prior to signing
              this Agreement.

        (b)   If an Obligor is incorporated in a jurisdiction other than England
              and Wales, a legal opinion of the legal advisers to such Obligor
              in the relevant jurisdiction, substantially in the form
              distributed prior to signing this Agreement.

                                      -85-


3.      Other documents and evidence

        (a)   Evidence that any agent for service of process referred to in
              Clause 36.3 (Service of Process), if not an Obligor, and Clause 32
              (Service of Process) of the Debenture has accepted its
              appointment.

        (b)   A copy of any other Authorisation or other document, opinion or
              assurance which the Agent considers to be necessary or desirable
              (if it has notified the Borrower accordingly) in connection with
              the entry into and performance of the transactions contemplated by
              any Finance Document or for the validity and enforceability of any
              Finance Document.

        (c)   Evidence that the fees, costs and expenses then due from the
              Borrower pursuant to Clause 11 (Fees) and Clause 15 (Costs and
              expenses) have been paid or will be paid by the first Funding
              Date.

        (d)   A Trust Receipt, substantially in the form of Schedule 2 of the
              Custodial Agreement, dated the Funding Date, from the Custodian,
              duly completed, with a Collateral Schedule and Exception Report
              attached thereto;

        (e)   Any Servicing Agreement, certified as a true, correct and complete
              copy of the original, together with a fully executed Servicer
              Notice and, if the Servicer is the Borrower or an Affiliate of the
              Borrower, the letter of the applicable Servicer consenting to
              termination of such Servicing Agreement upon the occurrence and
              during the continuance of an Event of Default;

        (f)   Any documents required to be filed, registered or recorded in
              order to create, in favour of the Security Trustee, a perfected,
              first priority security interest in the Collateral, subject to no
              security interest other than those created under the Finance
              Documents, shall have been properly prepared and executed for
              filing, registration or recording in each office in each
              jurisdiction in which such filings, registrations and
              recordation's are required to perfect such first priority security
              interest;

        (g)   Evidence of payment of the Commitment Fee as contemplated by
              Clause 11.1 (Commitment Fee); and

        (h)   Copies certified by the Borrower of all consents, licenses and
              approvals, if any, required in connection with the execution,
              delivery and performance by the Borrower of, and the validity and
              enforceability of, the Finance Documents, which consents, licenses
              and approvals shall be in full force and effect;

                                     Part II
                        Conditions precedent to all Loans

        (a)   Both immediately prior to the execution of Finance Documents,
              making of a Loan and also after giving effect thereto and to the
              intended use thereof, the representations and warranties made by
              the Borrower in this Agreement and the Schedules thereto and
              elsewhere in each of the Finance Documents shall be true, correct
              and complete on and as of the date of the making of such Loan in
              all material respects with the same force and effect as if made on
              and as of such date (or, if any such representation

                                      -86-


              or warranty is expressly stated to have been made as of a specific
              date, as of such specific date) subject to exceptions thereto
              shown on a schedule delivered with the certificate referenced in
              the following sentence; provided, however, that the Lender shall
              have the absolute right to deny the funding of a Loan as a result
              of any disclosure in such certificate rendering any such
              representations and warranties untrue or incorrect in any material
              respect. The Agent shall have received an officer's certificate
              signed by a Responsible Officer of the Borrower certifying as to
              the truth, accuracy and completeness of the above, which
              certificate shall specifically include a statement that the
              Borrower is in compliance with all governmental licenses and
              authorisations and is qualified to do business and in good
              standing in all required jurisdictions;

        (b)   The aggregate outstanding principal amount of the proposed Loan
              together with each other Loan shall not exceed the Borrowing Base;

        (c)   Subject to the Agent's right to perform one or more Due Diligence
              Reviews pursuant to Clause 33.2 (Periodic Due Diligence Review),
              the Agent shall have completed its due diligence review of the
              Collateral Documents for the proposed Loan and such other
              documents, records, agreements, instruments, encumbered properties
              or information relating to the Eligible Collateral as the Agent in
              its good faith discretion deems appropriate to review and such
              review shall be satisfactory to the Agent in its sole good faith
              discretion;

        (d)   The Agent shall have received from the Custodian a Collateral
              Schedule and Exception Report with such Exceptions (as defined in
              the Custodial Agreement) as are acceptable to the Agent in its
              good faith discretion in respect of Eligible Collateral to be
              pledged hereunder on such Business Day;

        (e)   The Lender shall have received a note of all fees and expenses of
              counsel to the Agent and the Lenders as contemplated by Clause 15
              (Costs and Expenses) which amount, at the Agent and the Lenders'
              option, may be netted from any Loan advanced under this Agreement;

        (f)   None of the following shall have occurred and/or be continuing:

              (i)   an event or events shall have occurred resulting in the
                    effective absence of a comparable "lending market" for
                    financing debt obligations secured by mortgage loans or
                    securities or an event or events shall have occurred
                    resulting in the Lenders not being able to finance any
                    Collateral Loans through the "lending market" with
                    traditional counterparties at rates which would have been
                    reasonable prior to the occurrence of such event or events;
                    or

              (ii)  an event or events shall have occurred resulting in the
                    effective absence of a "securities market" for securities
                    backed by mortgage loans or an event or events shall have
                    occurred resulting in the Lender not being able to sell
                    securities backed by mortgage loans at prices which would
                    have been reasonable prior to such event or events.

                                      -87-


        (g)   Any Interest Rate Protection Agreements are maintained with Morgan
              Stanley Capital Services, Inc. and have been assigned to the
              Security Trustee by way of security.

        (h)   A copy of any other Authorisation or other document, opinion or
              assurance which the Agent considers to be necessary or desirable
              (if it has notified the Borrower accordingly) in connection with
              the entry into and performance of the transactions contemplated by
              any Finance Document or for the validity and enforceability of any
              Finance Document.

The Request for Borrowing by the Borrower hereunder shall constitute a
certification by the Borrower that all the conditions set forth in this Part II
of Schedule 2 (other than sub-clause (f)) have been satisfied (both as of the
date of such notice, request or confirmation and as of the date of such
borrowing).

                                    Part III
                             Additional Requirements

        (a)   The Borrower and the Agent recognise and agree that the categories
              of collateral and defined herein as categories of assets which may
              be submitted by the Borrower to the Agent for review by the Agent
              as Eligible Collateral hereunder are general in nature and that
              the full scope of such Collateral categories may be unknown.
              Consequently, the appropriate requirements are not fully known for
              (i) the documents to be provided by the Borrower for underwriting
              and due diligence review by the Agent and (ii) submittals by the
              Borrower in order to create and perfect a first priority security
              interest in favour of the Security Trustee in the Collateral.
              Therefore, the Borrower and the Agent agree that, as a further
              condition precedent to funding a Loan in respect of any Collateral
              hereunder, the Borrower shall have made such additional
              representations and warranties and have delivered to the Agent all
              information and documents determined by the Agent in good faith to
              be required for its underwriting and examination of such
              Collateral and for the granting and perfection of a first priority
              security interest therein in favour of the Security Trustee.

        (b)   Without limiting the generality of the foregoing of Part III (a),
              the Borrower shall execute and deliver all documents necessary for
              the granting of a first priority security interest in any
              Collateral in favour of the Security Trustee determined by the
              Agent to be Eligible Collateral hereunder, including without
              limitation (i) all instruments evidencing Indebtedness payable to
              the Borrower or pledged to the Borrower as security for such
              Indebtedness, (ii) all instruments granting or perfecting a
              security interest for the benefit of the Borrower or pledged to
              the Borrower as security for Indebtedness held by Borrower
              (including, without limitation, collateral assignments, pledge
              agreements), (iii) all instruments evidencing an interest in an
              entity otherwise held by the Borrower as security for Indebtedness
              held by Borrower, (iv) all instruments guaranteeing the repayment
              of indebtedness owed to the Borrower or held by the Borrower and
              (v) all agreements among holders of debt or equity interests
              providing for a priority among such parties of interests in
              related assets forming the basis of an item of Collateral.

                                      -88-


                                    Part IV
              Conditions Precedent to the Amendment and Restatement

        (a)   This amended and restated facility agreement duly executed and
              delivered by each relevant Obligor.

        (b)   A copy of the constitutional documents of the Borrower.

        (c)   A copy of a resolution of the board of directors of the Borrower:

              (i)    approving the terms of, and the transactions contemplated
                     by, the Finance Documents to which it is a party and
                     resolving that it execute the Finance Documents to which it
                     is a party;

              (ii)   authorising a specified person or persons to execute the
                     Finance Documents to which it is a party on its behalf; and

              (iii)  authorising a specified person or persons, on its behalf,
                     to sign and/or despatch all documents and notices
                     (including, if relevant, any Request for Borrowing) to be
                     signed and/or despatched by it under or in connection with
                     the Finance Documents to which it is a party.

        (d)   A specimen of the signature of each person authorised by the
              resolution referred to in paragraph (b) above.

        (e)   A certificate of the Borrower (signed by an officer of the
              Borrower) confirming that borrowing the Total Maximum Credit would
              not cause any borrowing, guaranteeing or similar limit binding on
              the Borrower be exceeded.

        (f)   A certificate of an authorised signatory of the Borrower
              certifying that each copy document relating to it specified in
              this Part IV of Schedule 2 is correct, complete and in full force
              and effect as at a date no earlier than the date of this
              Agreement.

        (g)   A legal opinion of Kirkpatrick and Lockhart Preston Gates Ellis
              LLP, legal advisers to the Borrower in England, substantially in
              the form distributed prior to signing this Agreement.

        (h)   A legal opinion of Arthur Cox, legal advisers to the Borrower in
              Ireland in the form distributed prior to signing this Agreement.

        (i)   Evidence that the fees, costs and expenses then due from the
              Borrower pursuant to Clause 1.7 (Further Commitment Fee) and
              Clause 15 (Costs and expenses) have been paid or will be paid by
              the first Funding Date.

        (j)   Copies certified by the Borrower of all consents, licenses and
              approvals, if any, required in connection with the execution,
              delivery and performance by the Borrower of, and the validity and
              enforceability of, the Finance Documents, which consents, licenses
              and approvals shall be in full force and effect.

        (k)   A copy of any other Authorisation or other document, opinion or
              assurance which the Agent considers to be necessary or desirable
              (if it has notified the Borrower accordingly) in connection with
              the entry into and performance of the transactions

                                      -89-


              contemplated by any Finance Document or for the validity and
              enforceability of any Finance Document.




                                      -90-




                                   SCHEDULE 3
                              REQUEST FOR BORROWING

Request for Borrowing under the Multi Currency Revolving Facility, dated 20 July
2007 (the "Agreement"), among AHR Capital MS Limited, the Morgan Stanley Bank
and Morgan Stanley Mortgage Servicing Ltd.

the Agent:                                         MORGAN STANLEY BANK
the Borrower:                                      AHR CAPITAL MS LIMITED
Requested Fund Date:                               _____________________________
Transmission Date:                                 _____________________________
Transmission Time:                                 _____________________________
Type of Funding:                                   Table-Funded:________________
                                                   Non-Table-Funded:____________
Property Name:                                     _____________________________
Location:                                          _____________________________
Type of Eligible Collateral:
[B Note] [Mezzanine Loan]
[Mortgage Loan]
[Preferred Equity Interests]                       See Attached
Eligible Collateral to be Pledged:                 ------------
Unpaid Principal Balance:                          (pound)/(euro)/(Y)___________
Occupancy:                                         _____________________________
Interest Rate:                                     Fixed_______________________%
                                                   Floating____________________%
                                                   - Adjustment Period(s):______
                                                   Current Rate________________%
Original Amortisation Term:                        _____________________________
Current Amortisation Term:                         _____________________________
Maturity Date:                                     _____________________________
Security Position:                                 _____________________________
Acquisition Cost:                                  _____________________________
Property Type:                                     _____________________________
Number of Units/Square Ft.:                        _____________________________
Original Principal Loan Amount:                    (pound)/(euro)/(Y)___________
Acquisition/Origination Date:                      _____________________________
Payment Status:                                    _____________________________
Underwritable Cash Flow:                           _____________________________
Paid Through Date:                                 _____________________________
Advance Rate:                                      _____________________________
Spread:                                            _____________________________
Type of Optional Currency:                         _____________________________
Requested Wire Amount:                             (pound)/(euro)/(Y)___________
Wire Instructions:                                 See attached
Bank Account:                                      _____________________________
Requested by:                                      _____________________________
AHR CAPITAL MS LIMITED                             _____________________________


                                      -91-




By:________________________________
      Name:
      Title:


                                      -92-


                                   SCHEDULE 4
                             MANDATORY COST FORMULAE

1.      The Mandatory Cost is an addition to the interest rate to compensate
        Lenders for the cost of compliance with (a) the requirements of the Bank
        of England and/or the Financial Services Authority (or, in either case,
        any other authority which replaces all or any of its functions) or (b)
        the requirements of the European Central Bank.

2.      On the first day of each Interest Period (or as soon as possible
        thereafter) the Agent shall calculate, as a percentage rate, a rate (the
        "Additional Cost Rate") for each Lender, in accordance with the
        paragraphs set out below. The Mandatory Cost will be calculated by the
        Agent as a weighted average of the Lenders' Additional Cost Rates
        (weighted in proportion to the percentage participation of each Lender
        in the relevant Loan) and will be expressed as a percentage rate per
        annum.

3.      The Additional Cost Rate for any Lender lending from a Facility Office
        in a Participating Member State will be the percentage notified by that
        the Lender to the Agent. This percentage will be certified by that the
        Lender in its notice to the Agent to be its reasonable determination of
        the cost (expressed as a percentage of that the Lender's participation
        in all Loans made from that Facility Office) of complying with the
        minimum reserve requirements of the European Central Bank in respect of
        loans made from that Facility Office.

4.      The Additional Cost Rate for any Lender lending from a Facility Office
        in the United Kingdom will be calculated by the Agent as follows:

        (a)    in relation to a sterling Loan:

                AB + C(B-D) + E x 0.01
                ----------------------  per cent. per annum
                      100-(A+C)

        (b)   in relation to a Loan in any currency other than sterling:

                 E x 0.01
                ---------- per cent. per annum
                   300

        Where:

        A      is the percentage of Eligible Liabilities (assuming these to be
               in excess of any stated minimum) which that the Lender is from
               time to time required to maintain as an interest free cash ratio
               deposit with the Bank of England to comply with cash ratio
               requirements.

        B      is the percentage rate of interest (excluding the Margin and the
               Mandatory Cost and, if the Loan is an Unpaid Sum, the additional
               rate of interest specified in paragraph (a) of Clause 9.3
               (Default interest)) payable for the relevant Interest Period on
               the Loan.

        C      is the percentage (if any) of Eligible Liabilities which that the
               Lender is required from time to time to maintain as interest
               bearing Special Deposits with the Bank of England.

        D      is the percentage rate per annum payable by the Bank of England
               to the Agent on interest bearing Special Deposits.

                                      -93-


        E      is designed to compensate Lenders for amounts payable under the
               Fees Rules and is calculated by the Agent as being the average of
               the most recent rates of charge supplied by the Reference Banks
               to the Agent pursuant to paragraph 7 below and expressed in
               pounds per (pound)1,000,000.

5.      For the purposes of this Schedule:

        (a)   "Eligible Liabilities" and "Special Deposits" have the meanings
              given to them from time to time under or pursuant to the Bank of
              England Act 1998 or (as may be appropriate) by the Bank of
              England;

        (b)   "Fees Rules" means the rules on periodic fees contained in the FSA
              Supervision Manual or such other law or regulation as may be in
              force from time to time in respect of the payment of fees for the
              acceptance of deposits;

        (c)   "Fee Tariffs" means the fee tariffs specified in the Fees Rules
              under the activity group A.1 Deposit acceptors (ignoring any
              minimum fee or zero rated fee required pursuant to the Fees Rules
              but taking into account any applicable discount rate); and

        (d)   "Tariff Base" has the meaning given to it in, and will be
              calculated in accordance with, the Fees Rules.

6.      In application of the above formulae, A, B, C and D will be included in
        the formulae as percentages (i.e. 5 per cent. will be included in the
        formula as 5 and not as 0.05). A negative result obtained by subtracting
        D from B shall be taken as zero. The resulting figures shall be rounded
        to four decimal places.

7.      If requested by the Agent, each Reference Bank shall, as soon as
        practicable after publication by the Financial Services Authority,
        supply to the Agent, the rate of charge payable by that Reference Bank
        to the Financial Services Authority pursuant to the Fees Rules in
        respect of the relevant financial year of the Financial Services
        Authority (calculated for this purpose by that Reference Bank as being
        the average of the Fee Tariffs applicable to that Reference Bank for
        that financial year) and expressed in pounds per (pound)1,000,000 of the
        Tariff Base of that Reference Bank.

8.      Each Lender shall supply any information required by the Agent for the
        purpose of calculating its Additional Cost Rate. In particular, but
        without limitation, each Lender shall supply the following information
        on or prior to the date on which it becomes a Lender:

        (a)   the jurisdiction of its Facility Office; and

        (b)   any other information that the Agent may reasonably require for
              such purpose.

        Each Lender shall promptly notify the Agent of any change to the
        information provided by it pursuant to this paragraph.

9.      The percentages of each Lender for the purpose of A and C above and
        the rates of charge of each Reference Bank for the purpose of E above
        shall be determined by the Agent Based upon the information supplied
        to it pursuant to paragraphs 7 and 8 above and on the assumption
        that, unless a Lender notifies the Agent to the contrary, each
        Lender's obligations in relation to cash

                                      -94-


        ratio deposits and Special Deposits are the same as those of a
        typical bank from its jurisdiction of incorporation with a
        Facility Office in the same jurisdiction as its Facility Office.

10.     The Agent shall have no liability to any person if such determination
        results in an Additional Cost Rate which over or under compensates any
        Lender and shall be entitled to assume that the information provided by
        any Lender or Reference Bank pursuant to paragraphs 3, 7 and 8 above is
        true and correct in all respects.

11.     The Agent shall distribute the additional amounts received as a result
        of the Mandatory Cost to the Lenders on the basis of the Additional Cost
        Rate for each Lender based on the information provided by each Lender
        and each Reference Bank pursuant to paragraphs 3, 7 and 8 above.

12.     Any determination by the Agent pursuant to this Schedule in relation to
        a formula, the Mandatory Cost, an Additional Cost Rate or any amount
        payable to a Lender shall, in the absence of manifest error, be
        conclusive and binding on all Parties.

13.     The Agent may from time to time, after consultation with the Borrower
        and the Lenders, determine and notify to all Parties any amendments
        which are required to be made to this Schedule in order to comply with
        any change in law, regulation or any requirements from time to time
        imposed by the Bank of England, the Financial Services Authority or the
        European Central Bank (or, in any case, any other authority which
        replaces all or any of its functions) and any such determination shall,
        in the absence of manifest error, be conclusive and binding on all
        Parties.

                                      -95-


                                   SCHEDULE 5
                          FORM OF TRANSFER CERTIFICATE

To:      [        ] as the Agent

From:    [The Existing Lender] (the "Existing Lender") and
         [The New Lender] (the "New Lender")

Dated:

                     [the Borrower] - [       ] Facility Agreement
                           dated [       ] (the "Agreement")

1.       We refer to the Agreement. This is a Transfer Certificate. Terms
         defined in the Agreement have the same meaning in this Transfer
         Certificate unless given a different meaning in this Transfer
         Certificate.

2.       We refer to Clause 21.4 (Procedure for transfer):

         (a)  The Existing Lender and The New Lender agree to The Existing
              Lender transferring to The New Lender by novation all or part of
              The Existing Lender's Maximum Credit rights and obligations
              referred to in the Schedule in accordance with Clause 21.4
              (Procedure for transfer).

         (b)  The proposed Transfer Date is [ ].

         (c)  The Facility Office and address, fax number and attention details
              for notices of The New Lender for the purposes of Clause 28.2
              (Addresses) are set out in the Schedule.

3.       The New Lender expressly acknowledges the limitations on The Existing
         Lender's obligations set out in paragraph (c) of Clause 21.3
         (Limitation of responsibility of Existing Lenders).

4.       The New Lender hereby represents and warrants as of the date of this
         Transfer Certificate that the person beneficially entitled to interest
         payable to that New Lender in respect of an advance under a Finance
         Document falls within paragraph [o] of the definition of Qualifying
         Lender set out in Clause 12.1 (Definitions) of the Agreement (and
         insofar as the New Lender is a Qualifying Lender by virtue of paragraph
         (d) of that definition, the notifications referred to in sub-paragraph
         (iii) of paragraph (d) of that definition, or copies of them as
         appropriate, are attached to this Transfer Certificate).

[4/5]    This Transfer Certificate may be executed in any number of counterparts
         and this has the same effect as if the signatures on the counterparts
         were on a single copy of this Transfer Certificate.

[5/6]    This Transfer Certificate is governed by English law.

                                  THE SCHEDULE

             Maximum Credit/rights and obligations to be transferred

                            [insert relevant details]
           [Facility Office address, fax number and attention details
                 for notices and account details for payments,]

                                      -96-



        [Existing Lender]                                         [New Lender]

        By:                                                       By:

This Transfer Certificate is accepted by the Agent and the Transfer Date
is confirmed as [           ].

        [the Agent]

        By:


                                      -97-




                                   SCHEDULE 6
                                   [RESERVED]





                                      -98-




                                   SCHEDULE 7
                                   [RESERVED]





                                      -99-




                                   SCHEDULE 8
                     LMA FORM OF CONFIDENTIALITY UNDERTAKING

                           CONFIDENTIALITY UNDERTAKING


THIS MASTER CONFIDENTIALITY UNDERTAKING is dated [o] and made between:

(1) [o]; and

(2) [o].

Either party (in this capacity the "Purchaser") may from time to time consider
acquiring an interest from the other party (in this capacity the "Seller") in
certain Agreements (each an "Acquisition"). In consideration of the Seller
agreeing to make available to the Purchaser certain information in relation to
each Acquisition it is agreed as follows:

1.      Confidentiality Undertaking

        The Purchaser undertakes in relation to each Acquisition made or to be
        made by it (a) to keep the Confidential Information which the Seller
        supplies to the Purchaser in relation to that Acquisition confidential
        and not to disclose it to anyone except as provided for by paragraph 2
        below and to ensure that the Confidential Information which the Seller
        supplies to the Purchaser in relation to that Acquisition is protected
        with security measures and a degree of care that would apply to the
        Purchaser's own confidential information, (b) to use the Confidential
        Information which the Seller supplies to the Purchaser in relation to
        that Acquisition only for the Permitted Purpose, (c) to use all
        reasonable endeavours to ensure that any person to whom the Purchaser
        passes any Confidential Information which the Seller supplies to the
        Purchaser in relation to that Acquisition (unless disclosed under
        paragraph 2(c) below) acknowledges and complies with the provisions of
        this undertaking as if that person were also a party to it, and (d) not
        to make enquiries of any member of the relevant Group or any of their
        officers, directors, employees or professional advisers relating
        directly or indirectly to that Acquisition.

2.      Permitted Disclosure

        The Purchaser may disclose Confidential Information which the Seller
        supplies to the Purchaser in relation to each Acquisition made or to be
        made by it:

        (a)   to members of the Purchaser Group and their officers, directors,
              employees and professional advisers to the extent necessary for
              the Permitted Purpose and to any auditors of members of the
              Purchaser Group;

        (b)   subject to the requirements of the relevant Agreement, to any
              person to (or through) whom the Purchaser assigns or transfers (or
              may potentially assign or transfer) all or any of the rights,
              benefits and obligations which the Purchaser may acquire under
              that Agreement or with (or through) whom the Purchaser enters into
              (or may potentially enter into) any sub-participation in relation
              to, or any other transaction under which payments are to be made
              by reference to, that Agreement or the relevant Borrower or

                                     -100-


              any member of the relevant Group in each case so long as that
              person has delivered an undertaking to the Purchaser in equivalent
              form to this undertaking; and

        (c)   (i) where requested or required by any court of competent
              jurisdiction or any competent judicial, governmental, supervisory
              or regulatory body, (ii) where required by the rules of any stock
              exchange on which the shares or other securities of any member of
              the Purchaser Group are listed or (iii) where required by the laws
              or regulations of any country with jurisdiction over the affairs
              of any member of the Purchaser Group.

3.      Notification of Required or Unauthorised Disclosure

        The Purchaser agrees in relation to each Acquisition made or to be made
        by it (to the extent permitted by law) to inform the Seller of the full
        circumstances of any disclosure under paragraph 2 (c) or upon becoming
        aware that any Confidential Information relating to that Acquisition has
        been disclosed in breach of this undertaking.

4.      Return of Copies

        If the Seller so requests in writing, the Purchaser shall return all
        Confidential Information supplied by the Seller to the Purchaser in
        relation to any Acquisition made or to be made by the Purchaser and in
        respect of which the Seller has made such a request and destroy or
        permanently erase all copies of such Confidential Information made by
        the Purchaser and use all reasonable endeavours to ensure that anyone to
        whom the Purchaser has supplied any such Confidential Information
        destroys or permanently erases such Confidential Information and any
        copies made by them, in each case save to the extent that the Purchaser
        or the recipients are required to retain any such Confidential
        Information by any applicable law, rule or regulation or by any
        competent judicial, governmental, supervisory or regulatory body or in
        accordance with internal policy, or where the Confidential Information
        has been disclosed under paragraph 2 (c) above.

5.      Continuing Obligations

        The obligations in this undertaking are continuing and, in particular,
        shall survive the termination of any discussions or negotiations between
        the Seller and the Purchaser in relation to each Acquisition made or to
        be made by it. Notwithstanding the previous sentence, the obligations in
        this undertaking shall cease in relation to that Acquisition only (a) if
        the Purchaser becomes a party to or otherwise acquires (by assignment or
        sub-participation) an interest, direct or indirect, in the Agreement
        which was the subject of that Acquisition or (b) twelve months after the
        Purchaser has returned all Confidential Information supplied to it by
        the Seller in relation to that Acquisition and destroyed or permanently
        erased all copies of such Confidential Information made by the Purchaser
        (other than any such Confidential Information or copies which have been
        disclosed under paragraph 2 above (other than sub-paragraph 2(a)) or
        which, pursuant to paragraph 4 above, are not required to be returned or
        destroyed).

                                     -101-


6.      No Representation; Consequences of Breach, etc

        The Purchaser acknowledges and agrees that, in relation to each
        Acquisition made or to be made by it:

        (a)   neither the Seller, nor any member of the Group the subject of
              that Acquisition nor any of the Seller's or the Group's respective
              officers, employees or advisers (each a "Relevant Person") (i)
              make any representation or warranty, express or implied, as to, or
              assume any responsibility for, the accuracy, reliability or
              completeness of any of the Confidential Information supplied by
              the Seller to the Purchaser in relation to that Acquisition or any
              other information supplied by the Seller or the assumptions on
              which it is based or (ii) shall be under any obligation to update
              or correct any inaccuracy in the Confidential Information supplied
              by the Seller to the Purchaser in relation to that Acquisition or
              any other information supplied by the Seller or be otherwise
              liable to the Purchaser or any other person in respect of the
              Confidential Information supplied by the Seller to the Purchaser
              in relation to that Acquisition or any such information; and

        (b)   the Seller or members of the Group the subject of that Acquisition
              may be irreparably harmed by the breach of the terms of this
              undertaking and damages may not be an adequate remedy; each
              Relevant Person may be granted an injunction or specific
              performance for any threatened or actual breach of the provisions
              of this undertaking by the Purchaser.

7.      No Waiver; Amendments, etc

        This undertaking sets out the full extent of the Purchaser's obligations
        of confidentiality owed to the Seller in relation to the information the
        subject of this undertaking. No failure or delay in exercising any
        right, power or privilege hereunder will operate as a waiver thereof nor
        will any single or partial exercise of any right, power or privilege
        preclude any further exercise thereof or the exercise of any other
        right, power or privileges hereunder. The terms of this undertaking and
        the obligations of the Purchaser hereunder may only be amended or
        modified by written agreement between the parties.

8.      Inside Information

        The Purchaser acknowledges that some or all of the Confidential
        Information is or may be price-sensitive information and that the use of
        such information may be regulated or prohibited by applicable
        legislation relating to insider dealing and the Purchaser undertakes not
        to use any Confidential Information for any unlawful purpose.

9.      Nature of Undertakings

        The undertakings given by the Purchaser in this undertaking are given to
        the Seller and the relevant Borrower and each other member of the
        relevant Group.

10.     Third Party Rights

        (a)   Subject to this paragraph 10 and to paragraphs 6 and 9, a person
              who is not a party to this undertaking has no right under the
              Contracts (Rights of Third Parties) Act 1999 (the "Third Parties
              Act") to enforce or to enjoy the benefit of any term of this
              undertaking.

                                     -102-


        (b)   The Relevant Persons may enjoy the benefit of the terms of
              paragraphs 6 and 9 subject to and in accordance with this
              paragraph 10 and the provisions of the Third Parties Act.

        (c)   The parties to this undertaking do not require the consent of the
              Relevant Persons to rescind or vary this undertaking at any time.

11.     Governing Law and Jurisdiction

        (a)   This undertaking is governed by English Law.

        (b)   The parties submit to the non-exclusive jurisdiction of the
              English courts.

12.     Definitions

        In this undertaking terms defined in the relevant Agreement (as defined
        below) shall, unless the context otherwise requires, have the same
        meaning and:

        "Agreement" means any credit agreement in which the Seller has an
        interest and which requires the Seller to obtain from the Purchaser an
        undertaking in or substantially in the form of this undertaking as a
        condition to permitting disclosure by the Seller of certain information
        to the Purchaser.

        "Borrower" means, in relation to each Acquisition, the principal company
        party to the relevant Agreement;

        "Confidential Information" means, in relation to each Acquisition, any
        information relating to the relevant Borrower, the relevant Group, the
        relevant Agreement and/or that Acquisition provided to the Purchaser by
        the Seller or any of its affiliates or advisers, in whatever form, and
        includes information given orally and any document, electronic file or
        any other way of representing or recording information which contains or
        is derived or copied from such information but excludes information that
        (a) is or becomes public knowledge other than as a direct or indirect
        result of any breach of this undertaking by the Purchaser or (b) is
        known by the Purchaser before the date the information is disclosed to
        the Purchaser by the Seller or any of its affiliates or advisers or is
        lawfully obtained by the Purchaser thereafter, other than from a source
        which is connected with the relevant Group and which, in either case, as
        far as the Purchaser is aware, has not been obtained in violation of,
        and is not otherwise subject to, any obligation of confidentiality;

        "Group" means, in relation to each Acquisition, the relevant Borrower
        and each of its holding companies and subsidiaries and each subsidiary
        of each of its holding companies (as each such term is defined in the
        Companies Act 1985);

        "Permitted Purpose" means, in relation to each Acquisition, considering
        and evaluating whether to enter into that Acquisition; and

        "Purchaser Group" means, in relation to each Acquisition, the Purchaser,
        each of the Purchaser's holding companies and subsidiaries and each
        subsidiary of each of the Purchasers holding companies (as each such
        term is defined in the Companies Act 1985).

THIS UNDERTAKING HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING
OF THIS UNDERTAKING

                                     -103-




                                   SIGNATURES


[o]

By:



[o]

By:





                                     -104-






                                   SCHEDULE 9

                                   [RESERVED]






                                     -105-





                                  SCHEDULE 10

                                 PRICING MATRIX

MATRIX: B-NOTES AND MEZZANINE LOANS

              LTV                        ADVANCE RATE          INTEREST SPREAD

         >71%, but <75%                       65%                   1.30 %
                                              70%                   1.40 %
                                              75%                   1.50 %

                                              55%                   1.50 %
                                              60%                   1.55 %
         >76%, but <80%                       65%                   1.60 %
                                              70%                   1.70 %

                                              50%                   1.60 %
         >81%, but <85%                       60%                   1.75 %
                                              65%                   1.85 %
                                              70%                   1.90 %

                                              55%                   1.90 %
         >86%, but <90%                       60%                   2.00 %
                                              65%                   2.15 %

FIRST MORTGAGE LOANS                          90%                   0.75 %

CMBS

RATING

Moody's                   S&P

Baa2                      BBB                 85%                   0.45 %
                                              92%                   0.50 %
Baa3                      BBB-                85%                   0.50 %
                                              90%                   0.60 %
Ba1                       BB+                 80%                   0.70 %
                                              85%                   0.75 %
Ba2                       BB                  75%                   0.80 %
                                              85%                   0.90 %
Ba3                       BB-                 65%                   1.00 %
                                              80%                   1.25 %
B1                        B+                  50%                   1.10 %
                                              55%                   1.25 %

                                     -106-




B2                        B                   50%                   1.20 %
                                              55%                   1.35 %





                                     -107-


                                  SCHEDULE 11
             REPRESENTATIONS AND WARRANTIES RE: ELIGIBLE COLLATERAL

                  MORTGAGE LOAN REPRESENTATIONS AND WARRANTIES
                  --------------------------------------------

With respect to each Mortgage Loan, the Borrower represents and warrants on the
Funding Date of the relevant Mortgage Loan as follows, other than as set forth
in the exception report provided to the Agent in accordance with the Facility:

1.      The information set forth in the Preliminary Due Diligence Package is,
        so far as the Borrower is aware (having made all reasonable enquiries)
        complete, true and correct in all material respects as of the relevant
        Funding Date and is a complete and accurate list of all those documents
        which are relevant for the purposes of the Mortgage Loan.

2.      Each Mortgage Loan is a whole loan or a sub-participation interest in a
        loan or a senior ranking interest in a loan. The Borrower has good title
        to, and is the sole owner of each Mortgage Loan. The Borrower has full
        right, power and authority to transfer and assign each of the Mortgage
        Loans.

3.      No scheduled payment of principal and interest under any Mortgage Loan
        is 30 days or more past due beyond any applicable grace period, and, so
        far as the Borrower is aware, no Mortgage Loan was 30 days or more
        delinquent in the twelve-month period immediately preceding the Funding
        Date of the relevant Mortgage Loan.

4.      Each and any Custodial Identification Certificate delivered by or on
        behalf of the Borrower to the Custodian is full and complete without
        omission or defect in any material respect

5.      Each Mortgage Loan constitutes a valid and binding obligation of, and is
        enforceable against, the underlying borrower(s) (subject to any
        non-recourse provisions in any of the origination documents and except
        as any enforcement may be limited by any other laws relating to or
        affecting the rights of creditors generally or by general principles of
        equity);

6.      The Borrower or the Security Trustee in respect of the relevant Mortgage
        Loan has a good title to each Mortgage at law and all things necessary
        to perfect the Borrower's or the security trustee in respect of the
        relevant Mortgage Loan's title to each Mortgage have been or will be
        duly completed within the appropriate time or are in the process of
        being completed without undue delay.

7.      The Borrower or the security trustee in respect of the relevant Mortgage
        Loan is the legal owner (subject to necessary registrations or
        recordings under the laws of the jurisdiction of the relevant Property)
        and the Borrower is the beneficial owner of the rights of the mortgagee
        and chargee under the Mortgages, free and clear of all encumbrances,
        overriding interests (other than those to which each Property is
        subject), claims and equities (including, without limitation, rights of
        set-off or counterclaim).

8.      The Borrower has not received and is not aware of any written notice of
        any encumbrance materially and adversely affecting its title to a
        Mortgage Loan.

                                     -108-


9.      So far as the Borrower is aware (having made all reasonable enquiries),
        no Mortgage Loan has been waived, altered or modified in any material
        respect since such Mortgage Loan was entered into except as set out in
        the relevant loan documentation.

10.     So far as the Borrower is aware, full and proper accounts, books and
        records showing clearly all transactions, payments, receipts,
        proceedings and notices relating to each Mortgage Loan have been kept
        since the origination of the Mortgage Loan, and such records are, so far
        as the Borrower is aware, complete, accurate and up to date in all
        material respects.

11.     No Mortgage Loan contains any obligation to make any further advances
        which remains to be performed and no part of any advance pursuant to a
        Mortgage Loan has been retained by the Borrower pending compliance by
        the Borrower with any other condition.

12.     The Borrower has not received any notice of the bankruptcy, liquidation,
        receivership, Examinership or administration of any underlying borrower
        or mortgagor.

13.     Each Mortgage Loan is governed by the law of the jurisdiction in which
        the relevant Property is located.

14.     Each relevant Mortgage has been delivered for registration against the
        underlying borrower(s) and mortgagor(s) according to the system for
        registration under the law of the jurisdiction in which the relevant
        Property is located.

15.     The Borrower has not received any notice of any event of default under
        the Mortgage Loans or Mortgages which has not been remedied, cured or
        waived or of any event of default which with the giving of notice and/or
        the expiration of any applicable grace period and/or making of any
        determination, would constitute such a default, breach or violation.

16.     No Mortgage Loan has been discharged, terminated, redeemed, cancelled,
        rescinded or repudiated.

17.     So far as the Borrower is aware, pursuant to the terms of each Mortgage
        Loan, no underlying borrower or mortgagor is entitled to exercise any
        right of set-off or counterclaim against the Borrower in respect of any
        amount that is payable under a Mortgage Loan.

18.     Each of the Mortgage Loans and (where the security is held under a
        security trust) the beneficial interest in the relevant security trust
        may be validly assigned both to the Borrower and by the Borrower to the
        Security Trustee without restriction and no consent from the underlying
        borrower or any mortgagor is required to any such assignment.

19.     So far as the Borrower is aware, all applicable Mortgages recording
        taxes and other filing fees have been paid in full or deposited with the
        issuer of the title insurance policy issued in connection with the
        Mortgage Loan for payment upon recordation of the relevant documents.

20.     So far as the Borrower is aware, in respect of each Mortgage Loan,
        the relevant mortgagor is required to make all payments without any
        deduction for or on account of taxes, except if required to do so by
        law. If any tax must be deducted from amounts paid or payable under a
        Mortgage Loan (save where such obligation arises as a result of
        voluntary action on the part of the Lender) then the relevant
        mortgagor is obliged to pay additional amounts to the relevant

                                     -109-


        Lender so that such Lender receives a net amount equal to the full
        amount it would have received had the payment not been subject to tax.

21.     So far as the Borrower is aware, no Mortgage Loan is
        cross-collateralised or cross-defaulted with any loan other than one or
        more other Mortgage Loans.

22.     So far as the Borrower is aware, none of the Mortgage Loans permits the
        related Property to be encumbered by any lien or other security interest
        junior to or of equal priority with the security of the related Mortgage
        without the prior written consent of the holder thereof or the
        satisfaction of debt service coverage or similar criteria specified
        therein. To the Borrower's knowledge, none of the relevant Properties is
        encumbered by any mortgage, charge, lien or other security interest
        junior to the security of the related Mortgage.

23.     So far as the Borrower is aware, the related Mortgage Loan documents
        require the related underlying borrower to furnish to the mortgagee at
        least annually an operating statement with respect to the related
        Property.

24.     The Borrower also makes the representations set out below in the section
        entitled Property-Related Representations and Warranties.

                      B LOAN REPRESENTATIONS AND WARRANTIES
                      -------------------------------------

With respect to each B Note (which expression shall also be deemed to include
any other subordinated note, such as a C or D note), the Borrower represents and
warrants on each Funding Date of the relevant B Note as follows, other than as
set forth on the exception report provided to Lender in accordance with the
Facility:

1.      The information set forth in the Preliminary Due Diligence Package is,
        so far as the Borrower is aware (having made all reasonable enquiries),
        complete, true and correct in all material respects and is a complete
        and accurate list of all those documents which are relevant for the
        purposes of the B Note.

2.      The Borrower has not received any notice of any material default,
        breach, violation or event of acceleration under the documents
        evidencing or securing the B Note, in any such case to the extent the
        same materially and adversely affects the value of the B Note and the
        related underlying real property.

3.      There is no valid claim of set-off, defence or counterclaim to such B
        Note.

4.      The lockbox administrator, if any, is not an affiliate of the underlying
        borrower.

5.      The B Note documents have been duly and properly executed by the parties
        thereto, and each is the legal, valid and binding obligation of the
        parties thereto, enforceable in accordance with its terms, except as
        such enforcement may be limited by bankruptcy, insolvency,
        reorganisation, receivership, moratorium or other laws relating to or
        affecting the rights of creditors generally and by general principles of
        equity (regardless of whether such enforcement is considered in a
        proceeding in equity or at law). The B Note is not usurious. The
        Borrower has fully and validly perfected all security interests created
        or intended to be created pursuant to the B Note documents.

                                     -110-


6.      The terms of the related B Note documents have not been impaired,
        waived, altered or modified in any material respect (other than by a
        written instrument which is included in the Custodial Identification
        Certificate).

7.      The assignment or other transfer of the B Note constitutes the legal,
        valid and binding assignment or transfer as the case may be of such B
        Note from the existing B Note holder to or for the benefit of the
        Borrower. No consent or approval by any third party is required for any
        such assignment or transfer of such B Note, for the Lender's exercise of
        any rights or remedies under the assignment of B Note, or for the
        Lender's sale or other disposition of such B Note if the Lender acquires
        title thereto, other than consents and approvals which have been
        obtained. No third party (including underlying real property owner and
        underlying real property mortgagee) holds any "right of first refusal,"
        "right of first negotiation," "right of first offer," purchase option,
        or other similar rights of any kind on account of the occurrence of any
        of the foregoing. No other material impediment exists to any such
        transfer.

8.      To the Borrower's knowledge, all representations and warranties in the B
        Note documents and in the underlying documents for the performing
        commercial B Note secured by a first ranking mortgage on commercial
        property to which such B Note relates are true and correct in all
        material respects.

9.      To the extent required under applicable law as of the Funding Date, each
        party to the B Note documents was authorised to do business in the
        jurisdiction in which the related underlying real property is located at
        all times when it held the B Note to the extent necessary to ensure the
        validity and enforceability of such B Note.

10.     So far as the Borrower is aware, no party to the B Note documents has
        advanced funds on account of any default under the B Note or under the
        underlying real property mortgage documents.

11.     The servicing and collection practices used by the underlying borrower
        for the B Note have, so far as the Borrower is aware, complied with
        applicable law in all material respects and are consistent with those
        employed by prudent servicers of comparable B Notes.

12.     To the Borrower's actual knowledge, none of the following parties is a
        debtor in any bankruptcy or insolvency proceeding: the underlying
        borrower; underlying real property owner; or underlying real property
        mortgagee.

13.     No B Note contains any obligation to make any further advances which
        remains to be performed by the Borrower and no part of any advance
        pursuant to a B Note has been retained by the Borrower pending
        compliance by the underlying borrower with any other condition.

14.     The outstanding principal balance of the B Notes is: (TO BE DETERMINED
        ON EACH FUNDING DATE)

15.     Interest is currently charged on the B Notes at a rate, determined in
        accordance with the terms of the Facility, equal to (TO BE DETERMINED ON
        EACH FUNDING DATE).

16.     Scheduled payments of principal and interest on the B Notes have been
        made through (TO BE DETERMINED ON EACH FUNDING DATE).

                                     -111-


17.     The Borrower also makes the representations set out below in the section
        entitled Property-Related Representations and Warranties.

                  MEZZANINE LOAN REPRESENTATIONS AND WARRANTIES
                  ---------------------------------------------

With respect to each Mezzanine Loan the Borrower represents and warrants at the
Funding Date of the relevant Mezzanine Loan as follows, other than as set forth
in the exception report provided to the Lender in accordance with the Facility:

1.      Pursuant to the terms of the Mezzanine Loan agreement, the underlying
        borrower is not entitled to exercise any right of set-off (except to the
        extent permitted by law) or counterclaim against the relevant lender in
        respect of any amount that is payable under the Mezzanine Loan.

2.      The Borrower is not aware (from any information received by it in the
        course of administering the Mezzanine Loan without further inquiry) of
        any circumstances giving rise to a material reduction in the value of
        the Property since the funding date of the Mezzanine Loan other than
        market forces affecting the values of properties comparable to the
        Property in the area where the Property is located.

3.      To the best of the Borrower's knowledge, (a) the Borrower is not aware
        of any facts which would cause a reasonably prudent lender of money
        secured on commercial property to decline to proceed with the Mezzanine
        Loan on its agreed terms; and (b) it is not aware of any matter or thing
        affecting the title of the underlying borrower to the Property or any
        other part of the security for the Mezzanine Loan which would cause a
        reasonably prudent lender of money secured on commercial property to
        decline to proceed making the Mezzanine Loan on its agreed terms.

4.      The Borrower has not received written notice of (and the Borrower is not
        aware of) the bankruptcy, liquidation, receivership, Examinership,
        administration or a winding up or administrative order or dissolution
        made against the underlying borrower.

5.      Since the date of the Borrower's acquisition of the beneficial interest
        in the Mezzanine Loan, no amount of principal or interest due from the
        underlying borrower has, at any time, been more than 14 days overdue at
        the date hereof.

6.      The Borrower is not aware of any monetary default, breach or violation
        under the Mezzanine Loan or any other default, breach or violation that
        materially and adversely affects the value of the Property, the
        Mezzanine Loan or any of the security therefor which has not been
        remedied, cured or waived (but only in a case where a reasonably prudent
        lender of money secured on commercial property would grant such a
        waiver) or of any outstanding default, breach or violation by the
        underlying borrower under any of the Mezzanine Loan documents or of any
        outstanding event which with the giving of notice or lapse of any
        applicable grace period would constitute such a default, breach or
        violation that materially and adversely affects the value of the
        Property, the Mezzanine Loan or any security therefor.

7.      The Borrower is not aware of any litigation or claim calling into
        question in any way the Borrower's title to the Mezzanine Loan or any
        security therefor.

8.      To the Borrower's knowledge there has been no written notice of any
        default that has not been remedied or forfeiture of any occupational
        lease granted in respect of the Property.

                                     -112-


9.      During the period of the Borrower's beneficial ownership and, to the
        Borrower's knowledge since origination, none of the provisions of the
        Mezzanine Loan or any of the Mezzanine Loan documents have been waived,
        altered or modified in any material respect except as set out in the
        Custodial Identification Certificate.

10.     As at the date the Mezzanine Loan closed, (a) any requisite consent of
        the landlord under the ground lease of the Property, and any required
        notice to the landlord of, the creation of the lender's security over
        the Property has been obtained or given and placed with the title deeds,
        (b) to the best of the Borrower's knowledge there are no defaults under
        such ground lease and (c) such ground lease does not contain any
        provision whereby it may be forfeited on insolvency or liquidation of
        the lessee or on any other ground except breach of covenant of the
        tenant's obligations or the non-payment of rent by the lessee.

11.     The Custodial Identification Certificate is complete and accurate in all
        material respects.

12.     So far as the Borrower is aware, the Mezzanine Loan has been serviced
        since the date of origination in accordance with applicable laws and
        generally accepted servicing practices for similar commercial mortgage
        loans.

13.     To the best of the Borrower's knowledge, each of the Mezzanine Loan
        documents is the valid and binding obligation of the underlying
        borrower, enforceable in accordance with its terms, except as such
        enforcement may be limited by (a) insolvency, reorganisation, fraudulent
        conveyance, moratorium, redemption or other similar laws affecting the
        enforcement of creditors' rights generally and (b) general equity
        principles.

14.     The Mezzanine Loan carries a right to payment of principal in an amount
        not less than the Base Currency Amount.

15.     Interest is currently charged on the Mezzanine Loan at such a rate as
        may be determined in accordance with the provisions of the Mezzanine
        Loan documents.

16.     As of the date the Mezzanine Loan closed, the Mezzanine Loan contains no
        obligation to make any further advances which remains to be performed by
        the lender and no part of any advance pursuant to the Mezzanine Loan has
        been retained by the lender pending compliance by the relevant
        underlying borrower or any other party with any other conditions.

17.     The Borrower also makes the representations set out below in the section
        entitled Property-Related Representations and Warranties.

                 PROPERTY-RELATED REPRESENTATIONS AND WARRANTIES
                 -----------------------------------------------

With respect to each item of Eligible Collateral, the Borrower represents and
warrants on the Funding Date of the relevant Eligible Collateral as follows,
other than as set forth in the exception report provided to the Lender in
accordance with the Facility:

1.      Each Property is situated within the European Union.

2.      Each Property constitutes commercial (including retail, office,
        industrial, self storage, hospitality or other commercial uses) or
        multifamily residential properties.

                                     -113-


3.      To the Borrower's knowledge, in relation to each Property situated in
        England and Wales, title to which is registered, the title has been
        registered in the appropriate Land Registry with title absolute in the
        case of freehold property or absolute or good leasehold title in the
        case of leasehold property or, where registration in the appropriate
        Land Registry is pending, an application for registration with such
        title has been delivered to the appropriate Land Registry or an
        application for registration with such title will be delivered within
        the priority period conferred by an official search conducted against
        the relevant title at the appropriate Land Registry before completion of
        the purchase of the Property or (in the case of land previously
        unregistered) within two months of completion of the acquisition of the
        same.

4.      To the Borrower's knowledge, in relation to each Property situated in
        Scotland, title has been registered or recorded at the Registers of
        Scotland (with no exclusion of keeper's indemnity in relation to
        Property registered in the Land Register of Scotland) or where
        registration or recording at the Registers of Scotland is pending, an
        application for registration or recording of such title has been
        delivered to the Registers of Scotland.

5.      Other than any such deeds which have been lodged at the Land Registry or
        at the registers applicable to the jurisdiction within which the
        Property is situated, all title deeds to the Properties, the legal
        charges, the charge certificates, and the files relating to the relevant
        item of Eligible Collateral are held by or to the order of the Borrower
        or the security trustee for such item of Eligible Collateral.

6.      In respect of the Mortgage Loans, the certificates of title produced by
        the solicitors acting for the relevant mortgagor state that each
        relevant Property was, as at the date of the relevant Mortgage held by
        the mortgagor, free from any encumbrance which would materially
        adversely affect such title.

7.      So far as the Borrower is aware, no building or other improvement on any
        Property has been affected in any material manner or suffered any
        material loss as a result of any fire, wind, explosion, accident, riot,
        war, or act of God or the public enemy, and each Property is free of any
        material damage that would affect materially and adversely the value of
        the Property as security for the relevant item of Eligible Collateral
        and is in good repair. The Borrower has neither received notice, nor is
        otherwise aware, of any proceedings pending for the total condemnation
        of any Property or a partial condemnation of any portion material to the
        Borrower's ability to perform its obligations under the relevant item of
        Eligible Collateral.

8.      No Property in England and Wales comprises unregistered land.

9.      To the best of the Borrower's knowledge after using reasonable
        endeavours to ensure the same:

        (i)   each Property is covered by a buildings insurance policy
              maintained by the mortgagor of the Property or another person with
              an interest in the relevant Property in an amount which is equal
              to or greater than the reinstatement value of such Property and
              the interest of the security trustee to such item of Eligible
              Collateral or the Borrower has been noted or is in the course of
              being noted on each policy or otherwise included by the insurers
              under a "general interest noted" provision in the relevant policy;

        (ii)  each Property and plant and machinery therein (including
              fixtures and fitting improvements) is covered against those
              risks usually covered in transactions

                                     -114-


              involving property to which the Borrower is a party of the
              same nature and in a comparable location; and

        (iii) in the case of each Property the relevant buildings insurance
              policy provides cover in respect of at least three years' loss of
              revenue.

        (iv)  all premiums on the policies have been paid and the Borrower has
              not received written notice that any buildings insurance policy is
              about to lapse on account of failure by the relevant entity
              maintaining such insurance to pay the relevant premiums.

10.     So far as the Borrower is aware (having made all reasonable enquiries),
        each Property was subject to one or more environmental site assessments
        (or an update of a previously conducted assessment), in connection with
        the origination of the relevant item of Eligible Collateral; and the
        Borrower, having made no independent inquiry, has no knowledge of any
        material and adverse environmental conditions or circumstances affecting
        such Property. The Borrower has not taken any action with respect to
        such item of Eligible Collateral or the related Property that could
        subject the Lender, or its successors and assigns in respect of the
        relevant item of Eligible Collateral, to any liability under
        environmental legislation and the Borrower has not received any actual
        notice of a material breach of any environmental law with respect to the
        related Property that was not disclosed in the related report. In
        respect of the Mortgage Loans, the related Mortgage or loan documents in
        the Custodial Identification Certificate requires the mortgagor to
        comply with all applicable environmental laws and regulations.

11.     The Borrower has not received written notice of any default, or
        forfeiture or irritancy of any occupational lease granted in respect of
        a Property or of the insolvency of any tenant of a Property which would,
        in any case, render the relevant Property unacceptable as security for
        the Eligible Collateral.

12.     Each Property is, to the Borrower's knowledge, free and clear of any
        damage that would materially and adversely affect its value as security
        for the related item of Eligible Collateral (normal wear and tear
        excepted).

13.     To the knowledge of the Borrower, there are no claims, actions, suits or
        proceedings pending or threatened before any court, administrative
        agency or arbitrator concerning any item of Eligible Collateral (or the
        related mortgagor) or Property that might adversely affect title to that
        item of Eligible Collateral (or the validity or enforceability of the
        related security) or that might materially and adversely affect the
        value of the Property as security for the item of Eligible Collateral or
        the use for which the premises were intended.

                                     -115-



                                  SCHEDULE 12
                          FORM OF CUSTODIAL AGREEMENT





                                     -116-







                                  SCHEDULE 13
                      FORM OF OPINIONS COUNSEL TO BORROWER






                                     -117-




                                  SCHEDULE 14
                                   [RESERVED]






                                     -118-




                                  SCHEDULE 15
                                   [RESERVED]






                                     -119-





                                  SCHEDULE 16
                                 SERVICER NOTICE


                             FORM OF SERVICER NOTICE



[o] 20[o]



[Insert Servicer address]

Re:  Multicurrency Revolving Facility Agreement dated [o] 2007 (the "Loan
     Agreement"), amongst, inter alia, AHR Capital MS Limited (the "Borrower")
     and Morgan Stanley Bank (the "Agent")


Dear Sirs/Madam:

[        ] (the "Servicer") is servicing certain collateral for the Borrower
pursuant to [a] certain Servicing Agreement(s) between the Servicer and the
Borrower as amended and supplemented by the related Addendum(s) thereto among
the Servicer, the Borrower and the Agent (collectively, the "Servicing
Agreement"). Pursuant to the Loan Agreement, the Servicer is hereby notified
that the Borrower has granted a security interest to Security Trustee in
respect of certain collateral which is serviced by the Servicer.

Upon receipt of a notice of Default or Event of Default (as each such term is
defined in the Loan Agreement) from the Agent in which the Agent shall
identify the collateral which is pledged to the Security Trustee under the
Debenture (the "Pledged Collateral"), the Servicer shall segregate all
amounts collected on account of such Pledged Collateral, hold them on trust
for the sole and exclusive benefit of the Security Trustee, and remit such
collections in accordance with the Security Trustee's written instructions.
Following such notice of Default or Event of Default, the Servicer shall
comply only with the instructions of the Security Trustee with respect to the
Pledged Collateral without the further consent of the Borrower or any other
party, and shall deliver to the Security Trustee any information with respect
to the Pledged Collateral reasonably requested by the Security Trustee.

Notwithstanding any contrary information or direction which may be delivered
to the Servicer by the Borrower, the Servicer may conclusively rely on any
information, direction or notice of a Default or an Event of Default
delivered by the Agent, and the Borrower shall indemnify and hold the
Servicer harmless for any and all claims asserted against the Servicer for
any actions taken in good faith by the Servicer in connection with the
delivery of such information or notice of Default or Event of Default.

No provision of this letter may be amended, countermanded or otherwise
modified without the prior written consent of Lender.

Please acknowledge receipt and your agreement to the terms of this
instruction letter by signing in the signature block below and forwarding an
executed copy to the Agent promptly upon receipt. Any notices to the Agent
should be delivered to the following address: 1221 Avenue of the Americas,


                                     -120-



New York, New York 10020; Attention: Mr. Andrew Neuberger, Telephone:
(212) 762 6401 Facsimile: (212) 762 9495

Yours faithfully,





AHR CAPITAL MS LIMITED

By its duly authorised attorney:  ............................

        Name:
        Title:





ACKNOWLEDGED AND AGREED:

MORGAN STANLEY MORTGAGE SERVICING LTD
(as Security Trustee)

By:     ................................

        Name:      George Keyloun
        Telephone: +44 207 677 3041
        Facsimile: +44 207 677 4654



AND

MORGAN STANLEY BANK
(as Agent)

By:

        Name:       Andrew Neuberger
        Title:
        Telephone: (212) 762-6401
        Facsimile: (212) 762-9495





                                     -121-





                                   SIGNATURES


SIGNED, SEALED AND DELIVERED by    ) /s/  James McEvoy
the duly authorised attorney of    ) /s/  Richard Shea
AHR Capital MS Limited             )
in the presence of                 )



Signature of witness       /s/ David Godsil
                           /s/ Chris Milner

Name of witness            David Godsil
                           Chris Milner

40 EAST 52nd STREET NY,

NY 10022
Address of witness

AHR Capital MS Limited
Customs House Plaza, Block 6
IFSC, Dublin 1, Ireland
Fax:     + 353 1 636 7801
Attention: The Directors


THE AGENT AND THE INITIAL LENDER

MORGAN STANLEY BANK

By:  /s/ Andrew Neuberger

Andrew Neuberger - Authorized Signatory
2500 Lake Park Boulevard,
Suite 3C
West Valley City,
Utah 84120

c/o SPG Warehouse Group
1221 Avenue of Americas, 27th Floor
New York, New York 10020
Attention:  Andrew Neuberger
Telephone:  (212) 762 6401
Facsimile:  (212) 507 4870

with a copy to:
Morgan Stanley Law Division
1221 Avenue of Americas, 5th Floor
New York, New York 10020
Attention:   Su Sun Bai, Esq.
Telephone:   (212) 762 6789
Facsimile:   (212) 762 8896



                                    -122-


with a copy to:
Clifford Chance US LLP
31 West 52nd Street
New York, New York 10019
Attention:   David C. Djaha, Esq.
Telephone:   (212) 878 8158
Facsimile:   (212) 878 8375


THE SECURITY TRUSTEE

MORGAN STANLEY MORTGAGE SERVICING LTD.

By:           /s/ Louis Mensah

Address:      20 Cabot Square, Canary Wharf, London, UK E14 4QW
Fax:          +44 207 677 4654
Telephone:    +44 207 677 3041
Attention:    Louis Mensah



                                    -123-

EX-10

                                                                    Exhibit 10.2

                                                                  Execution Copy
PSA THE BOND MARKET
    TRADE ASSOCIATION
                                     MASTER
                              REPURCHASE AGREEMENT
                             SEPTEMBER 1996 VERSION
================================================================================

                                                       Dated as of July 20, 2007

Among:

ANTHRACITE CAPITAL BOFA FUNDING LLC ("Seller")

and

Bank of America, N.A. ("BANA")
Banc of America Mortgage Capital Corporation ("BAMCC")
(BANA and BAMCC,  individually and collectively,  as applicable,  each a "Buyer"
and collectively, the "Buyers"; BANA, as agent for the Buyers, in such capacity,
the "Buyer Agent")


1.   Applicability

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

2.   Definitions

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

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





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

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

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

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

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

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

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

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

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

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

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

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

     (o)  "Purchase  Price",  (i) on the Purchase  Date, the price at which
          Purchased Securities are transferred by Seller to Buyer, and (ii)
          thereafter,  except where Buyer and Seller agree otherwise,  such
          price increased by the amount of any cash transferred by Buyer to
          Seller  pursuant to  Paragraph  4(b) hereof and  decreased by the
          amount of any cash  transferred  by Seller to Buyer  pursuant  to
          Paragraph 4(a) hereof or applied to reduce  Seller's  obligations
          under clause (ii) of Paragraph 5 hereof;

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

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

     (r)  "Repurchase  Price", the price at which Purchased  Securities are
          to be  transferred  from Buyer to Seller  upon  termination  of a
          Transaction,  which will be  determined  in each case  (including
          Transactions


                                      -2-


          terminable  upon demand) as the sum of the Purchase Price and the
          Price Differential as of the date of such determination;

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

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

3.   Initiation; Confirmation; Termination

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

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

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

4.   Margin Maintenance

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

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


                                      -3-



          by the amount of any Margin  Excess as of such date  arising  from any
          Transactions in which such Seller is acting as Buyer).

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

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

     (e)  Seller and Buyer may agree,  with  respect to any or all  Transactions
          hereunder,  that the  respective  rights of Buyer or Seller  (or both)
          under  subparagraphs  (a) and (b) of this  Paragraph  may be exercised
          only where a Margin  Deficit or a Margin  Excess,  as the case may be,
          exceeds a specified  dollar  amount or a specified  percentage  of the
          Repurchase  Prices for such  Transactions  (which amount or percentage
          shall be agreed to by Buyer and Seller prior to entering into any such
          Transactions).

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

5.   Income Payments

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

6.   Security Interest

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

7.   Payment and Transfer

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


                                      -4-



8.   Segregation of Purchased Securities

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


- --------------------------------------------------------------------------------
     Required Disclosure for Transactions in Which the Seller Retains Custody of
     the Purchased Securities

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

9.   Substitution

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

     (b)  In   Transactions   in  which  Seller  retains  custody  of  Purchased
          Securities,  the parties  expressly  agree that Buyer shall be deemed,
          for purposes of subparagraph (a) of this Paragraph,  to have agreed to
          and  accepted  in this  Agreement  substitution  by  Seller  of  other
          Securities  for Purchased  Securities;  provided,  however,  that such
          other  Securities  shall  have a Market  Value  at least  equal to the
          Market  Value  of  the  Purchased   Securities   for  which  they  are
          substituted.

10.  Representations

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


                                      -5-



11.  Events of Default

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

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

     (b)  In all Transactions in which the defaulting party is acting as Seller,
          if the  nondefaulting  party  exercises or is deemed to have exercised
          the option referred to in subparagraph (a) of this Paragraph,  (i) the
          defaulting party's  obligations in such Transactions to repurchase all
          Purchased  Securities,   at  the  Repurchase  Price  therefor  on  the
          Repurchase Date determined in accordance with subparagraph (a) of this
          Paragraph,  shall thereupon become  immediately due and payable,  (ii)
          all Income  paid  after  such  exercise  or deemed  exercise  shall be
          retained  by the  nondefaulting  party and  applied  to the  aggregate
          unpaid Repurchase Prices and any other amounts owing by the defaulting
          party  hereunder,  and (iii) the  defaulting  party shall  immediately
          deliver to the nondefaulting party any Purchased Securities subject to
          such  Transactions  then  in  the  defaulting  party's  possession  or
          control.

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

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

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

          (ii) as to  Transactions  in which the  defaulting  party is acting as
               Buyer,  (A)  immediately  purchase,  in a  recognized  market (or
               otherwise in a commercially  reasonable  manner) at such price or
               prices   as  the   nondefaulting   party  may   reasonably   deem
               satisfactory,  securities ("Replacement  Securities") of the same
               class  and  amount  as any  Purchased  Securities  that  are  not
               delivered by the defaulting party to the  nondefaulting  party as
               required  hereunder or (B) in its sole discretion  elect, in lieu
               of


                                      -6-



               purchasing Replacement Securities, to be deemed to have purchased
               Replacement  Securities  at the  price  therefor  on  such  date,
               obtained  from a generally  recognized  source or the most recent
               closing offer quotation from such a source.

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

     (e)  As to Transactions  in which the defaulting  party is acting as Buyer,
          the defaulting  party shall be liable to the  nondefaulting  party for
          any  excess of the price paid (or  deemed  paid) by the  nondefaulting
          party for  Replacement  Securities  over the Repurchase  Price for the
          Purchased  Securities  replaced thereby and for any amounts payable by
          the defaulting party under Paragraph 5 hereof or otherwise hereunder.

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

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

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

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

12.  Single Agreement

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

13.  Notices and Other Communications

     Any and all notices, statements,  demands or other communications hereunder
     may be  given  by a party  to the  other  by  mail,  facsimile,  telegraph,
     messenger or otherwise to the address  specified in Annex II hereto,  or so
     sent to such party at any other  place  specified  in a notice of change of
     address hereafter received by the other.


                                      -8-



     All notices,  demands and  requests  hereunder  may be made  orally,  to be
     confirmed  promptly in writing,  or by other  communication as specified in
     the preceding sentence.

14.  Entire Agreement; Severability

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

15.  Non-assignability; Termination

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

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

16.  Governing Law

     This Agreement shall be governed by the laws of the State of New York.

17.  No Waivers, Etc.

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

18.  Use of Employee Plan Assets

     (a)  If assets of an employee  benefit plan subject to any provision of the
          Employee Retirement Income Security Act of 1974 ("ERISA") are intended
          to be used by either party hereto (the "Plan Party") in a Transaction,
          the  Plan  Party  shall  so  notify  the  other  party  prior  to  the
          Transaction.  The Plan Party shall  represent  in writing to the other
          party  that  the   Transaction   does  not   constitute  a  prohibited
          transaction  under ERISA or is  otherwise  exempt  therefrom,  and the
          other party may proceed in reliance  thereon but shall not be required
          so to proceed.

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

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

19.  Intent


                                      -8-



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

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

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

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

20.  Disclosure Relating to Certain Federal Protections

     The parties acknowledge that they have been advised that:

     (a)  in the case of Transactions in which one of the parties is a broker or
          dealer registered with the Securities and Exchange  Commission ("SEC")
          under Section 15 of the Securities  Exchange Act of 1934 ("1934 Act"),
          the Securities Investor Protection  Corporation has taken the position
          that the provisions of the Securities  Investor Protection Act of 1970
          ("SIPA")  do  not  protect  the  other  party  with   respect  to  any
          Transaction hereunder;

     (b)  in  the  case  of  Transactions  in  which  one of  the  parties  is a
          government   securities  broker  or  a  government  securities  dealer
          registered  with the SEC under  Section 15C of the 1934 Act, SIPA will
          not  provide  protection  to  the  other  party  with  respect  to any
          Transaction hereunder; and

     (c)  in the case of Transactions in which one of the parties is a financial
          institution,  funds held by the  financial  institution  pursuant to a
          Transaction  hereunder are not a deposit and therefore are not insured
          by the Federal  Deposit  Insurance  Corporation or the National Credit
          Union Share Insurance Fund, as applicable.


                               [SIGNATURES FOLLOW]


                                      -9-



                                  SELLER

                                  ANTHRACITE CAPITAL BOFA FUNDING LLC
                                  by: Anthracite Capital, Inc., its sole member



                                  By:   /s/ Richard Shea
                                        ---------------------------------------
                                        Name: Richard Shea
                                        Title:





                                  BUYERS

                                  BANK OF AMERICA, N.A.


                                  By:  /s/ Peter Cookson
                                       ----------------------------------------
                                       Name: Peter Cookson
                                       Title:   Managing Director


                                  BANC OF AMERICA MORTGAGE
                                    CAPITAL CORPORATION


                                  By:  /s/ Peter Cookson
                                       ----------------------------------------
                                       Name: Peter Cookson
                                       Title:   Managing Director


                                  BUYER AGENT

                                  BANK OF AMERICA, N.A.


                                  By:  /s/ Peter Cookson
                                       ----------------------------------------
                                       Name: Peter Cookson
                                       Title:   Managing Director

EX-10

                                                                    Exhibit 10.3

                                                                  Execution Copy


                                   ANNEX I TO


                           MASTER REPURCHASE AGREEMENT


                        SUPPLEMENTAL TERMS AND CONDITIONS


                            DATED AS OF JULY 20, 2007


                                     BETWEEN


                 ANTHRACITE CAPITAL BOFA FUNDING LLC, AS SELLER,


                        BANK OF AMERICA, N.A., AS BUYER,


             BANC OF AMERICA MORTGAGE CAPITAL CORPORATION, AS BUYER


                                       AND


                      BANK OF AMERICA, N.A., AS BUYER AGENT





                                TABLE OF CONTENTS

                                                                            Page



1   OTHER APPLICABLE ANNEXES...................................................1

2   ADDITIONAL AND SUBSTITUTE DEFINITIONS......................................1

3   INITIATION; CONFIRMATION; TERMINATION; FEES...............................20

4   MARGIN MAINTENANCE........................................................26

5   INCOME PAYMENTS AND PRINCIPAL PAYMENTS....................................27

6   SECURITY INTEREST.........................................................29

7   PAYMENT, TRANSFER AND CUSTODY.............................................30

8   SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED
    SECURITIES................................................................38

9   SUBSTITUTION..............................................................39

10  REPRESENTATIONS...........................................................39

11  NEGATIVE COVENANTS OF SELLER..............................................43

12  AFFIRMATIVE COVENANTS OF SELLER...........................................44

13  SINGLE-PURPOSE ENTITY.....................................................47

14  EVENTS OF DEFAULT; REMEDIES...............................................50

15  RECORDING OF COMMUNICATIONS...............................................56

16  NOTICES AND OTHER COMMUNICATIONS..........................................57

17  NON-ASSIGNABILITY.........................................................57

18  CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.............................58


                                      -i-



19  NO RELIANCE...............................................................59

20  INDEMNITY.................................................................60

21  DUE DILIGENCE.............................................................61

22  SERVICING.................................................................61

23  MISCELLANEOUS.............................................................62

EXHIBITS AND SCHEDULES

SCHEDULE I-A       Original Purchase Percentages and Applicable Spreads

EXHIBIT I          Form of Confirmation

EXHIBIT II         Authorized Representatives of Seller

EXHIBIT III        Form of Aggregate Collateral Report

EXHIBIT IV         Form of Custodial Delivery

EXHIBIT V          Form of Power of Attorney

EXHIBIT VI         Representations and Warranties Regarding
                   Individual Purchased Loans

EXHIBIT VII        Purchased Loan Information

EXHIBIT VIII       Advance Procedure

EXHIBIT IX         Form of Redirection Letter


                                      -ii-



                                   ANNEX I TO
                           MASTER REPURCHASE AGREEMENT

                        Supplemental Terms and Conditions

         This Annex I forms a part of the Master Repurchase Agreement dated as
of July 20, 2007 (the "Agreement"), between ANTHRACITE CAPITAL BOFA FUNDING LLC,
a limited liability company organized under the laws of the State of Delaware,
as seller (the "Seller"), BANK OF AMERICA, N.A. ("BANA"), BANC OF AMERICA
MORTGAGE CAPITAL CORPORATION ("BAMCC") (BANA and BAMCC, individually and/or
collectively, as the context may require, each a "Buyer" or collectively,
"Buyers"), and BANK OF AMERICA, N.A., as agent for the Buyers (in such capacity,
the "Buyer Agent"). Capitalized terms used in this Annex I without definition
shall have the respective meanings assigned to such terms in the Agreement. This
Annex I is intended to supplement the Agreement and shall, wherever possible, be
interpreted so as to be consistent with the Agreement; however, in the event of
any conflict or inconsistency between the provisions of this Annex I, on the one
hand, and the provisions of the Agreement, on the other, the provisions of this
Annex I shall govern and control. All references in the Agreement to "the
Agreement" shall be deemed to mean and refer to the Agreement, as supplemented
and modified by this Annex I or as otherwise modified after the date hereof.

1.       OTHER APPLICABLE ANNEXES

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

         Annex II - Names and Addresses for Communications Between Parties.

2.       ADDITIONAL AND SUBSTITUTE DEFINITIONS

         The following capitalized terms shall have the respective meanings set
forth below. Any such terms defined below which are also defined in the
Agreement shall have the respective meanings set forth below, in lieu of the
meanings for such terms set forth in the Agreement.

         "Accelerated Termination Date" shall have the meaning specified in
Section 14.2.1 of this Annex I.

         "Acceptable Appraisal" shall mean, with respect to a Purchased Loan or
a loan which Seller proposes to become a Purchased Loan, an appraisal (a)
acceptable to the Buyer Agent by an MAI appraiser and dated within twelve (12)
months of the Purchase Date for such Purchased Loan and (b) satisfying either
(i) the requirements of the "Uniform Standards of Professional Appraisal
Practice" as adopted by the Appraisal Standards Board of the Appraisal
Foundation, or (ii) the requirements of Title XI of FIRREA and the regulations
promulgated thereunder (as the foregoing is amended, modified, restated,
replaced, waived, substituted, supplemented or extended from time to time), as
in effect on the date of such appraisal.

                                      -1-



         "Accepted Servicing Practices" shall mean with respect to any Purchased
Loan, those mortgage servicing practices of prudent mortgage loan servicers
which service mortgage or other commercial loans of the same type as such
Purchased Loan in the jurisdiction where the related Mortgaged Property is
located.

         "Account Bank" shall mean Wells Fargo Bank, N.A. or any successor
Account Bank comparably rated and qualified and appointed by the Buyer Agent
with the prior written consent of Seller (which consent shall not be
unreasonably withheld or delayed).

         "Additional Payment" shall have the meaning specified in Section 3.13
of this Annex I.

         "Affiliate" shall mean, when used with respect to any specified Person,
any other Person directly or indirectly controlling, controlled by, or under
common control with, such Person. "Control" shall mean the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise and "controlling" and "controlled" shall have meanings
correlative thereto; provided that, any Person which owns directly or indirectly
25% or more of the securities having ordinary voting power for the election of
directors or other governing body of a corporation or 25% or more of the
partnership or other ownership interests of any other Person (other than as a
limited partner of such other Person) will be deemed to control such corporation
or other Person; provided, further, that with respect to Seller, no Person shall
be deemed an Affiliate of Seller due to such Person's having BlackRock Financial
Management, Inc. as such Person's manager.

         "Agreement" shall have the meaning specified in the introductory
paragraph of this Annex I.

         "Allocable Purchase Price" shall mean, with respect to each multifamily
or commercial property relating to a Purchased Loan secured, directly or
indirectly, by three (3) or more related multifamily or commercial properties,
an amount equal to the lesser of (i) $15,000,000 and (ii) the portion of the
Purchase Price (calculated without giving effect to the provisos in the
definition thereof) of such Purchased Loan that is allocable to such multifamily
or commercial property based upon the relative market values as of the related
Purchase Date, as determined by the Buyer Agent in the exercise of its good
faith business judgment, of the multifamily or commercial properties relating to
such Purchased Loan.

         "Alternative Rate" shall have the meaning specified in Section 3.7 of
this Annex I.

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

         "Applicable Spread" shall mean, with respect to a Transaction involving
Purchased Securities in any Rating Category and/or Purchased Loans in any Loan
Type Grouping (unless otherwise agreed by a Buyer and Seller in connection with
a particular Transaction, as evidenced by the related Confirmation):


                                      -2-



                  (i) so long as no Event of Default shall have occurred and be
         continuing, the incremental per annum rate (expressed as a number of
         "basis points", each basis point being equivalent to 1/100 of 1%)
         specified in Schedule I-A attached to this Annex I as being the
         "Applicable Spread" for Purchased Securities in such Rating Category or
         Purchased Loans, in such Loan Type Grouping, and

                  (ii) after the occurrence and during the continuance of an
         Event of Default, the applicable incremental per annum rate described
         in clause (i) of this definition, plus 300 basis points (3.0%).

         "Approved Assignee" shall mean any Person satisfying the minimum
capital, net worth and/or similar measures of financial wherewithal required to
qualify as a permitted transferee of the Purchased Assets pursuant to the terms
of the Purchased Loan Documents, the Securitization Documents and applicable
securities laws.

         "Asset Deficit Cure Amount" shall mean, with respect to any Purchased
Asset as of any date, the amount (expressed in Dollars) obtained by dividing (i)
the Repurchase Price of such Purchased Asset as of such date by (ii) the
"Original Purchase Percentage" for the Rating Category for such Purchased
Security or Loan Type Grouping for such Purchased Loan.

         "Assignment of Leases" shall mean, with respect to any Purchased Loan,
any assignment of leases, rents and profits or equivalent instrument, whether
contained in the related Mortgage or executed separately, assigning to the
holder or holders of such Mortgage all of the related Mortgagor's interest in
the leases, rents and profits derived from the ownership, operation, leasing or
disposition of all or a portion of the related Mortgaged Property as security
for repayment of such Purchased Loan.

         "Assignment of Mortgage" shall mean, with respect to any Mortgage, an
assignment of the mortgage, notice of transfer or equivalent instrument in
recordable form, sufficient under the laws of the jurisdiction wherein the
related property is located to reflect the assignment and pledge of the
Mortgage.

         "B Notes" shall mean loans secured by junior participation interests in
or junior notes in performing commercial mortgage loans secured by first liens
in multifamily or commercial properties.

         "Bankruptcy Code" shall mean the United States Bankruptcy Code of 1978,
as amended from time to time.

         "BOA Indebtedness" shall mean the aggregate indebtedness of the Seller
hereunder and under any other arrangement between the Seller or an Affiliate of
the Seller on the one hand and the Buyers or an Affiliate of the Buyers on the
other hand.

         "Business Day" shall mean a day other than (i) a Saturday or Sunday, or
(ii) a day in which the New York Stock Exchange or banks in the State of New
York or the State of Minnesota are authorized or obligated by law or executive
order to be closed. When used with


                                      -3-



respect to a Reset Date, a "Business Day" shall mean a day on which banks in
London, England are closed for interbank or foreign exchange transactions.

         "Buyer" or "Buyers" shall have the meaning specified in the
introductory paragraph of this Annex I.

         "Buyer Agent" shall have the meaning specified in the introductory
paragraph of this Annex I.

         "Buyer Parties" shall mean the Buyers and the Buyer Agent.

         "Buyer's Asset Margin Amount" shall mean, with respect to any Purchased
Asset as of any date, the amount (expressed in Dollars) obtained by dividing (i)
the Repurchase Price of such Purchased Asset as of such date by (ii) the number
(expressed as a decimal) obtained by dividing (A) the Original Purchase
Percentage of such Purchased Asset (expressed as a decimal) by (B) 0.90.

         "Buyer's Maximum Purchase Price" shall mean, with respect to any
Purchased Securities in a particular rating Category or any Purchased Loans in a
particular Loan Type Grouping, an amount (expressed in Dollars) equal to the
product obtained by multiplying (i) the Market Value of such Purchased Asset on
the applicable Purchase Date by (ii) the "Original Purchase Percentage" for such
rating Category or such Loan Type Grouping, as set forth in Schedule I-A
attached to this Annex I (or, if applicable, as determined in accordance with
the penultimate sentence of the definition of "Purchase Price").

         "Buyer's Portfolio Margin Amount" shall mean, with respect to all
Purchased Assets of all Buyers as of any date, the amount (expressed in Dollars)
obtained by dividing (i) the aggregate Repurchase Price of all Purchased Assets
of all Buyers as of such date by (ii) the number (expressed as a decimal)
obtained by dividing (A) the weighted average Original Purchase Percentage of
such Purchased Assets (expressed as a decimal and weighted on the basis of the
Market Values of such Purchased Assets as of their respective Purchase Dates) by
(B) 0.95.

         "Cash" shall mean cash on deposit in the Cash Management Account or in
any other account maintained by the Seller with any depository institution.

         "Cash Management Account" shall mean a segregated account, in the name
of the Buyer Agent, established at the Account Bank.

         "CF Sweep Event" shall mean, with respect to any Purchased Asset as of
any date, a determination by the Buyer Agent that the ratio of (i) the
Repurchase Price of such Purchased Asset as of such date to (ii) the Market
Value of such Purchased Asset as of such date, is equal to, or greater than,
1.05:1.00 but less than 1.10:1.00.

         "Change of Control" shall mean the occurrence and continuation of any
event pursuant to which BlackRock Financial Management, Inc. shall cease to act
as the external manager of the Sponsor with exclusive responsibility for the
Sponsor's investment decision-making.


                                      -4-



         "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time.

         "Collateral" has the meaning given to that term in Section 6.2 of this
Annex I.

         "Collection Period" shall mean, with respect to each Remittance Date,
the period beginning on but excluding the Cut-off Date relating to the
immediately preceding Remittance Date and continuing to and including the
Cut-off Date relating to such Remittance Date.

         "Concentration Limits" shall mean any limitations on borrower/borrower
principal, asset classes, property types, tenants, geography and other
categories related to the Eligible Loans and Eligible Securities which may be
established by the Buyer Agent, from time to time, in its reasonable business
judgment; provided, that such "Concentration Limits" shall not be applied in
respect of assets previously included as Eligible Loans and Eligible Securities.

         "Confirmation" shall have the meaning specified in Section 3.2 of this
Annex I.

         "Contingent Purchase Price" shall have the meaning specified in Section
3.13 of this Annex I.

         "Custodial Agreement" shall mean the Custodial Agreement, dated as of
July 20, 2007, by and among the Custodian, Seller and the Buyer Agent.

         "Custodial Delivery" shall mean the form executed by Seller in order to
deliver the Purchased Loan Schedule and the Purchased Loan File to the Buyer
Agent or its designee (including the Custodian) pursuant to Section 7, a form of
which is attached hereto as Exhibit IV.

         "Custodian" shall mean Wells Fargo Bank, N.A. or any successor
Custodian comparably rated and qualified and appointed by the Buyer Agent with
the prior written consent of Seller (which consent shall not be unreasonably
withheld or delayed).

         "Cut-off Date" shall mean the second Business Day preceding each
Remittance Date.

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

         "Diligence Materials" shall mean the Preliminary Due Diligence Package,
together with the Supplemental Due Diligence List.

         "Dollars" or "$" shall mean lawful money of the United States of
America.

         "Draft Appraisal" shall mean a draft appraisal which is acceptable to
the Buyer Agent and contains a substantially complete opinion of value by an MAI
appraiser.

         "Early Termination Date" shall have the meaning specified in Section
3.4 of this Annex I.


                                      -5-



         "Eligibility Criteria" shall mean:

                  (i) in the case of all Eligible Loans, satisfaction of
         applicable requirements issued by the Rating Agencies for inclusion in
         offerings of collateralized debt obligations (including, but not
         limited to, applicable intercreditor or participation agreements);

                  (ii) in the case of Eligible Securities or Eligible Loans
         other than Eligible Bridge Loans or Eligible Development Loans, the
         Purchase Price paid by the applicable Buyer for any such individual
         Purchased Asset shall not exceed $50,000,000 unless otherwise agreed to
         by the Buyer Agent in its sole discretion;

                  (iii) in the case of Eligible Bridge Loans and Eligible
         Development Loans, (A) the Purchase Price paid by the applicable Buyer
         for any individual Purchased Asset that are Eligible Bridge Loans or
         Eligible Development Loans shall not exceed $30,000,000; and (B) the
         aggregate Purchase Price with respect to Purchased Assets that are
         Eligible Bridge Loans or Eligible Development Loans shall not exceed
         50% of the Facility Amount (provided that (x) the total Purchase Price
         with respect to Purchased Assets that are Eligible Bridge Loans shall
         not exceed $75,000,000 and (y) the total Purchase Price with respect to
         Purchased Assets that are Eligible Development Loans shall not exceed
         $75,000,000) in each case unless otherwise agreed to by the Buyer Agent
         in its good faith business judgment;

                  (iv) the Seller has valid title to such Eligible Loan or
         Eligible Security and such Eligible Loan or Eligible Security is not
         subject to any adverse claim or lien, other than Liens permitted
         pursuant to this Agreement;

                  (v) the Eligible Loans are secured directly or indirectly by,
         or the payments are derived from, properties, including, but not
         limited to, multifamily, retail, office, warehouse, or hospitality
         properties located in the United States of America (or any other
         property type acceptable to the Buyer Agent in its sole discretion) but
         excluding in all cases condo conversion projects and operating
         businesses, including, without limitation, restaurants, convenience
         stores and gas stations;

                  (vi) there is no breach of any Concentration Limit; and

                  (vii) the Buyer Agent has not deemed such Eligible Loan or
         Eligible Security to be otherwise ineligible in its sole discretion.

         "Eligible B Notes" shall mean B Notes as to which the LTV determined by
the Buyer Agent for the Mortgaged Property from which payments on such B Note
are derived or securing indirectly such B Note (including for purposes of this
calculation, such B Note and any loan senior to such B Note and secured directly
or indirectly by the related Mortgaged Property and excluding any more junior
loan or participation) does not exceed 90%.


                                      -6-



         "Eligible Bridge Loan" shall mean a performing First Mortgage Loan, B
Note, or Mezzanine Loan that is otherwise an Eligible Loan except that the
underlying Mortgaged Property is not stabilized or is otherwise considered to be
in a transitional state, as determined by the Buyer Agent in its good faith
business judgment; provided that (x) the aggregate amount of committed debt and
equity financing for each Bridge Loan is sufficient to finance 100% of the
completion of the improvements to the related underlying Mortgaged Property or
(y) adequate net operating income, interest reserves or guaranties to ensure
payment of all indebtedness (when due and payable) related to the underlying
Mortgaged Property, in each case as determined by the Buyer Agent in its good
faith business judgment.

         "Eligible Development Loan" shall mean a performing First Mortgage
Loan, B Note, or Mezzanine Loan that provides for periodic advances for
construction improvements on the underlying Mortgage Property and, in respect of
which, the underlying Mortgaged Property has received all necessary entitlements
and approvals from the applicable Governmental Authority to develop the
underlying Mortgage Property (as determined by the Buyer Agent in its good faith
business judgment) and construct improvements thereon in a manner consistent
with the applicable Seller's representations to the applicable Buyer and the
Buyer Agent regarding such construction.

         "Eligible First Mortgage Loan" shall mean a First Mortgage Loan as to
which the LTV determined by the Buyer Agent for the Mortgaged Property securing
such First Mortgage Loan (including for purposes of this calculation, such First
Mortgage Loan and any loan secured by a first lien on the related Mortgaged
Property and excluding any more junior loan) does not exceed 90%.

         "Eligible Investment-Grade CMBS Securities" shall mean performing
commercial mortgage-backed securities that (A) have a rating of "BBB-" (or its
equivalent) or higher from any Rating Agency and (B) are denominated in Dollars.

         "Eligible Loans" shall mean any of the following types of performing
loans, which performing loans conform in all material respects to the applicable
representations and warranties set forth in Exhibit VI attached hereto (except
as otherwise agreed by the Buyer Agent):

                  (i)      Eligible Mezzanine Loans;

                  (ii)     Eligible First Mortgage Loans;

                  (iii)    Eligible Bridge Loans;

                  (iv)     Eligible B Notes;

                  (v)      Eligible Development Loans; and

                  (vi)     Eligible Other Investment;

         provided, that the Eligible Loans shall at all times be subject to the
applicable Eligibility Criteria.


                                      -7-



         "Eligible Mezzanine Loan" shall mean a Mezzanine Loan as to which the
LTV determined by the Buyer Agent for the Mortgaged Property from which payments
on such Mezzanine Loan are derived (including for purposes of this calculation,
such Mezzanine Loan and any loan senior to such Mezzanine Loan and secured
directly or indirectly by the related Mortgaged Property and excluding any more
junior loan or participation) does not exceed 90%.

         "Eligible Non-Investment Grade CMBS Securities" shall mean performing
commercial mortgage-backed securities that either (i) have a rating of "BB+" (or
its equivalent) or below from any Rating Agency or (ii) are unrated securities,
which securities are acceptable to the Buyer Agent in the exercise of its sole
discretion exercised in good faith.

         "Eligible Other Investment" shall mean any performing real estate
structured finance product (including, without limitation, REIT debt
securities), which (i) does not otherwise conform to the definition of Eligible
Investment Grade CMBS Securities, Eligible Non-Investment Grade CMBS Securities,
Eligible B Notes, Eligible Mezzanine Loans, Eligible Development Loans, Eligible
Bridge Loans or Eligible First Mortgage Loans; and (ii) satisfies such other
criteria as may be established by the Buyer Agent in its sole discretion.

         "Eligible Securities" shall mean Eligible Investment Grade CMBS
Securities, Eligible Non-Investment Grade CMBS Securities or Eligible Other
Investment; provided, that all Eligible Securities shall at all times be subject
to the applicable Eligibility Criteria.

         "Environmental Report" shall have the meaning specified in paragraph 12
of Exhibit VI.

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

         "ERISA Affiliate" shall mean any corporation or trade or business that
is a member of any group of organizations (i) described in Section 414(b) or (c)
of the Code of which Seller is a member and (ii) solely for purposes of
potential liability under Section 302(c)(11) of ERISA and Section 412(c)(l1) of
the Code and the lien created under Section 302(f) of ERISA and Section 412(n)
of the Code, described in Section 414(m) or (o) of the Code, of which Seller is
a member.

         "Event of Default" shall have the meaning specified in Section 14 of
this Annex I.

         "Facility Amount" shall mean $200,000,000.

         "Filings" shall have the meaning specified in Section 6.3 of this Annex
I.

         "First Mortgage Loans" shall mean performing loans secured by first
liens in multifamily or commercial properties.


                                      -8-



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

         "Governmental Authority" shall mean any national or federal government,
any state, regional, local or other political subdivision thereof with
jurisdiction and any Person with jurisdiction exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government.

         "Guaranty" shall mean the Guaranty, dated as of the date hereof, from
the Sponsor to the Buyer Agent, for the benefit of the Buyer, of full and timely
payment of all amounts due under this Agreement to the Buyer Parties.

         "Hedging Agreements" shall mean, with respect to any or all of the
Purchased Assets, any futures options contract or any interest rate swap, cap or
collar agreement or similar derivative instruments providing for protection
against fluctuations in interest rates or the exchange of nominal interest
obligations, either generally or under specific contingencies, entered into by
Seller.

         "Indemnified Amounts" and "Indemnified Parties" shall have the meaning
specified in Section 20 of this Annex I.

         "Insured Closing Letter and Escrow Instructions" shall mean a letter
addressed to Seller and the Buyer Agent from the Settlement Agent for each Table
Funded Purchased Loan and related escrow instructions, which letter and
instructions shall be in form and substance acceptable to the Buyer Agent and
Seller.

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

                                      LIBOR
                      ------------------------------------
                            1 - Reserve Requirement

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


                  (i) on each Reset Date, LIBOR for the next Pricing Rate
         Period, unless otherwise requested in accordance with paragraph (ii)
         below, will be with respect to each day during such Pricing Rate Period
         the rate per annum for deposits in Dollars for a one-month period which
         appears on Reuters LIBOR01 Page (or any successor page) as of 11:00
         a.m., London time, on such date;

                  (ii) upon written request to the Buyer Agent not less than two
         (2) Business Days prior to a Reset Date, Seller may request that the
         Buyer Agent determine LIBOR based upon the rate for deposits in Dollars
         for a one-month, two-month, or three-month period which appears on
         Reuters LIBOR01 Page (or any successor page) as of 11:00 a.m., London
         time, on such date; provided, however, that not more than five (5)
         LIBOR Transactions shall be subject to LIBOR rates for a two-month or
         three-month period at any time and that the


                                      -9-



         aggregate Purchase Price of all Purchased Assets subject to each such
         LIBOR Transaction is not less than $5,000,000; or

                  (iii) on any Reset Date on which no such rate appears on
         Reuters LIBOR01 Page (or any successor page) as described above, LIBOR
         for the next Pricing Rate Period will be determined on the basis of the
         rate per annum at which deposits in Dollars are offered by the Buyer
         Agent's London Branch at approximately 11:00 a.m., London time, on such
         date to prime banks in the London interbank market for a one-month,
         two-month or three-month period, as applicable.

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

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

         "Loan Type Grouping" shall mean, with respect to the Eligible Loans,
any of the types of Eligible Loans listed in Schedule I-A attached to this Annex
I.

         "LTV" shall mean the ratio of total loan to appraised value (based upon
an Acceptable Appraisal, if available, or, if unavailable, a Draft Appraisal)
for the Mortgaged Property securing directly or indirectly an Eligible Loan or
from which the payments on such Eligible Loan are derived.

         "Margin Notice Deadline" shall mean 11:00 a.m. (New York City time).

         "Market Value" shall mean, with respect to any Purchased Assets as of
the related Purchase Date, the market value for such Purchased Assets on such
date, denominated in Dollars, as determined by the Buyer Agent in the exercise
of its good faith business judgment and, with respect to any Purchased Assets as
of any relevant date after the related Purchase Date, the market value for such
Purchased Assets on such date, as determined by the Buyer Agent in its sole
discretion using methodology and parameters determined in its sole discretion
(including, in each case, the positive or negative value of any Hedging
Agreements pledged with such Purchased Assets, determined by the Buyer Agent on
the basis of the economic terms thereof as set forth in the related hedge
documentation provided by Seller). The Market Value of all Purchased Assets
shall be determined by the Buyer Agent on each Business Day during the term of
the Agreement. Without limiting the foregoing, the Market Value may be
determined to be zero for any Purchased Asset that is, after its Purchase Date,
determined not to be an Eligible Loan or Eligible Security (except with respect
to representations and warranties the noncompliance with which was disclosed to
the Buyer Agent as of the related Purchase Date).

         "Material Adverse Change" shall mean a material adverse change, as
determined by the Buyer Agent in its sole discretion exercised in good faith, on
any of the property,


                                      -10-



business, operations or financial condition of Sponsor and its consolidated
Subsidiaries, taken as a whole.

         "Mezzanine Loans" shall mean performing mezzanine loans secured by
pledges of all or partial equity ownership interests in entities that directly
or indirectly own multifamily or commercial properties (or participation
interests in such performing mezzanine loans).

         "Mezzanine Note" shall mean a note or other evidence of indebtedness of
the owner or owners of all equity or ownership interests in an underlying real
property owner secured by a pledge of such ownership interests.

         "Moody's" shall mean Moody's Investors Service, Inc.

         "Mortgage" shall mean a mortgage, deed of trust, deed to secure debt or
other instrument, creating a valid and enforceable lien on or an ownership
interest in an estate in fee simple or leasehold estate in real property and the
improvements thereon, securing a mortgage note or similar evidence of
indebtedness.

         "Mortgage Note" shall mean a note or other evidence of indebtedness of
a Mortgagor secured by a Mortgage.

         "Mortgaged Property" shall mean the real property securing repayment of
the debt evidenced by a Mortgage Note.

         "Mortgagor" shall mean the obligor on a Mortgage Note and the grantor
of the related Mortgage.

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

         "New Asset" shall mean an Eligible Loan or Eligible Security that
Seller proposes to be included as a Purchased Asset.

         "Original Purchase Percentage" shall mean, with respect to any
Transaction as of any day, the "Original Purchase Percentage" specified for the
applicable Rating Category or Loan Type Grouping in Schedule I-A attached to
this Annex I (or otherwise determined in accordance with the definition of
"Purchase Price").

         "Originated Loan" shall mean any Eligible Loan whose Purchased Loan
Documents were prepared by Seller, Sponsor or an Affiliate controlled by the
Sponsor.

         "Permitted Purchased Loan Modification" shall mean any modification of
a Purchased Loan, other than a modification which (1) amends or modifies the
interest rate, principal amount, maturity date or any other financial or
economic term (including, but not limited to, the amortization schedule) of a
Purchased Loan, (2) extends any payment date for the payment of such principal
or interest, (3) amends, modifies or waives any cash management or reserve
account requirements of a Purchased Loan, (4) releases or subordinates any
portion of


                                      -11-



the collateral securing such Purchased Loan, (5) waives any foreclosure rights
with respect to any portion of the collateral securing such Purchased Loan, (6)
releases or modifies any guarantee or (7) modifies the terms of any provisions
applicable to casualty or condemnation proceeds.

         "Person" shall mean an individual, corporation, limited liability
company, business trust, partnership, joint tenant or tenant-in-common, trust,
unincorporated organization, or other entity, or a federal, state or local
government or any agency or political subdivision thereof.

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

         "Portfolio Deficit Cure Amount" shall mean, with respect to all
Purchased Assets as of any date, the amount (expressed in Dollars) obtained by
dividing (i) the aggregate Repurchase Price of all Purchased Assets as of such
date by (ii) a number, expressed as a percentage, obtained by (A) taking the
weighted average Original Purchase Percentage of such Purchased Assets
(expressed as a decimal and weighted on the basis of the respective Repurchase
Prices of such Purchased Assets) and (B) multiplying the result by 100.

         "Pre-Existing Loan" shall mean any Eligible Loan and is not an
Originated Loan.

         "Preliminary Due Diligence Package" shall mean with respect to any New
Assets, a summary memorandum outlining the proposed transaction, including
potential transaction benefits and all material underwriting risks, all
Underwriting Issues and all other characteristics of the proposed transaction
that a reasonable buyer would consider material, together with the following due
diligence information relating to the New Assets to be provided by Seller to the
Buyer Agent pursuant to this Agreement:


         With respect to each Eligible Loan:

                  (i) an Acceptable Appraisal, if available, or, if unavailable,
         a Draft Appraisal;

                  (ii) the Purchased Loan Information;

                  (iii) current rent roll, if applicable;

                  (iv) financial statements of the related property-owning
         entity, certified by such entity, for the past two (2) years, to the
         extent available to Seller, and separate financial or other reporting
         statements with respect to each property owned by such entity and
         relating to such Eligible Loan, to the extent prepared by such entity
         and available to Seller;


                                      -12-



                  (v) trailing 12-month unaudited income statement of the
         related property-owning entity, to the extent available to Seller, and
         income statements with respect to each property owned by such entity
         and relating to such Eligible Loan, to the extent prepared by such
         entity and available to Seller;

                  (vi) cash flow pro-forma, plus historical information, if
         available;

                  (vii) current operating budget of the related property-owning
         entity, if available, and a separate operating budget with respect to
         each property owned by such entity and relating to such Eligible Loan,
         if available;

                  (viii) description of the Mortgaged Property and the ownership
         structure of the borrower and the sponsor (including, without
         limitation, the board of directors, if applicable) and financial
         statements of the borrower and the sponsor;

                  (ix) indicative debt service coverage ratios; (x) indicative
         loan-to-value ratio; (xi) term sheet outlining the transaction
         generally; (xii) Seller's relationship with the Mortgagor, if any;

                  (xiii) with respect to any New Assets that are Pre-Existing
         Loans, a list that specifically and expressly identifies any Purchased
         Loan Documents that relate to such New Assets but are not in Seller's
         possession;

                  (xiv) any exceptions to the representations and warranties set
         forth in Exhibit VI to the Agreement; (xv) confirmation that such
         Eligible Loan has been approved by Seller's credit committee, to the
         extent applicable;

                  (xvi) if such Purchased Loan is serviced by a sub-servicer
         engaged by Seller, the identity of such sub-servicer; and

                  (xvii) such other information as may be reasonably requested
         in writing by the Buyer Agent in respect of a particular Eligible Loan;

provided, that the Buyer Agent and Seller agree to negotiate in good faith to
produce a listing of key terms that the Buyer Agent and Seller consider standard
for intercreditor agreements and participation agreements relating to commercial
loans of the type of the Eligible Loans (such terms, the "Standard Terms") and
upon such agreement, Seller shall include with the Preliminary Due Diligence
Package for each future New Asset that is an Eligible Loan a summary of any
material deviations from the Standard Terms, to the extent applicable to such
New Asset; provided, further, that the Buyer Agent acknowledges and agrees that
each such summary shall be used solely for the Buyer Agent's ease of reference
in its own independent review of the underlying loan documentation and that
Seller makes no representation or warranty whatsoever


                                      -13-



as to the accuracy or completeness of any such summary (and, for the avoidance
of doubt, in no event shall such summary be considered to be Specified Data).

         With respect to each Eligible Security:

                  (i) collateral summary books which include, to the extent
         provided to Seller, the following:

                           (A) loan detail and asset description,

                           (B) map, photo,

                           (C) rent roll,

                           (D) operating information, and

                           (E) appraisal, environmental, engineering summary;

                  (ii) Seller's underwriting materials and analysis, which
         includes the executive summary, all loss scenarios and the asset
         summaries for the twenty (20) largest loans used in Seller's roll-up
         meetings;

                  (iii) loan data disk;

                  (iv) materials furnished to the Rating Agencies in connection
         with the issuance of the Eligible Securities, to the extent provided to
         Seller;

                  (v) Securitization Documents;

                  (vi) the remittance report for the most recent period in
         Seller's possession; (vii) quarterly remittance reports in Seller's
         possession; (viii) accounting reports delivered with respect to the
         Eligible Security in Seller's possession; (ix) legal opinions delivered
         with respect to the Eligible Security in Seller's possession;

                  (x) a copy of the executed trade ticket (including evidence of
         the Dollar price paid and purchase spread over Treasuries or other
         relevant benchmark for such Eligible Security) and any adjustments to
         the purchase price not reflected in such trade ticket; and

                  (xi) such other information as may be reasonably requested in
         writing by the Buyer Agent in respect of a particular Eligible
         Security.


                                      -14-



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

         "Pricing Rate" shall mean, for any Pricing Rate Period, with respect to
a Transaction involving Purchased Securities in any Rating Category and/or
Purchased Loans in any Loan Type Grouping on Schedule I-A of this Annex I, an
annual rate equal to the LIBO Rate for the Pricing Rate Period plus the relevant
Applicable Spread for such Transaction, subject to adjustment and/or conversion
as provided in Sections 3.7 and 3.8.

         "Pricing Rate Period" shall mean, (a) in the case of the first Pricing
Rate Period with respect to any Transaction, the period commencing on and
including the Purchase Date for such Transaction and ending on and excluding the
following Reset Date, and (b) in the case of any subsequent Pricing Rate Period,
the period commencing on and including such Reset Date and ending on and
excluding the following Reset Date; provided, however, that in no event shall
any Pricing Rate Period end subsequent to the Termination Date.

         "Principal Payment" shall mean, with respect to any Purchased Assets,
any payment or prepayment of principal received by the Account Bank in respect
thereof.

         "Purchase Date" shall mean the date on which Purchased Assets are to be
sold by Seller to a Buyer hereunder.

         "Purchase Price" shall mean, with respect to any Purchased Assets, (i)
initially the price at which such Purchased Assets are transferred by Seller to
the applicable Buyer on the applicable Purchase Date and (ii) thereafter, such
price increased by the amount of any cash transferred by the applicable Buyer to
Seller pursuant to Section 4.1 hereof. The Purchase Price as of any Purchase
Date for any Purchased Securities in a particular Rating Category or any
Purchased Loans in a particular Loan Type Grouping shall be an amount (expressed
in Dollars) equal to the product obtained by multiplying (i) the Market Value of
such Purchased Assets by (ii) the "Original Purchase Percentage" for such Rating
Category or such Loan Type Grouping, as set forth in Schedule I-A attached to
this Annex I; provided, that (x) in the case of a Purchased Loan secured,
directly or indirectly, by fewer than three (3) related multifamily or
commercial properties, the Purchase Price thereof shall not exceed 20% of the
Facility Amount and (y) in the case of a Purchased Loan secured, directly or
indirectly, by three (3) or more related multifamily or commercial properties,
the Purchase Price thereof shall not exceed the sum of the Allocable Purchase
Prices for the related multifamily or commercial properties, unless in either
case, the applicable Buyer shall have agreed in its sole discretion to pay a
higher Purchase Price; provided, further, that in the event that the Purchase
Price which would otherwise apply to any Purchased Asset is reduced on account
of the immediately preceding proviso, the "Original Purchase Percentage" for
such Purchased Asset shall be the Purchase Price for such Purchased Asset
expressed as a percentage of its Market Value as of the related Purchase Date.
The applicable Buyer and Seller may agree that the Purchase Price set forth in a
Confirmation shall be an


                                      -15-



amount greater than the amount otherwise determined pursuant to this definition
and, in such event, such greater amount (expressed as a percentage of the Market
Value of the related Purchased Asset as of the related Purchase Date) shall be
deemed to be the "Original Purchase Percentage" for purposes of the Agreement.
Subject to Seller's rights under Section 3.13 of this Annex I, Seller may
request that the Purchase Price set forth in a Confirmation be an amount less
than the amount otherwise determined pursuant to this definition and, in such
event, such lesser amount (expressed as a percentage of the Market Value of the
related Purchased Asset as of the related Purchase Date) shall be deemed to be
the "Original Purchase Percentage" for purposes of the calculation of the Target
Price but not for any other purpose under the Agreement.

         "Purchased Assets" shall mean, collectively, the Purchased Securities
and the Purchased Loans.

         "Purchased Loan Documents" shall mean, with respect to a Purchased
Loan, the documents comprising the Purchased Loan File for such Purchased Loan.

         "Purchased Loan File" shall mean the documents specified as the
"Purchased Loan File" in Section 7.5 together with any additional documents and
information required to be delivered to the Buyer Agent or its designee
(including the Custodian) pursuant to this Agreement.

         "Purchased Loan Information" shall mean, with respect to each Purchased
Loan, the information set forth in Exhibit VII attached hereto.

         "Purchased Loan Schedule" shall mean a schedule of Purchased Loans
attached to each Trust Receipt and Custodial Delivery containing information
substantially similar to the Purchased Loan Information.

         "Purchased Loans" shall mean (i) with respect to any Transaction, the
Eligible Loans sold by Seller to the applicable Buyer in such Transaction until
such Eligible Loans are repurchased pursuant to this Agreement and (ii) with
respect to the Transactions in general, all Eligible Loans sold by Seller to the
Buyers until such Eligible Loans are repurchased pursuant to this Agreement.

         "Purchased Securities" shall mean, (i) with respect to any Transaction,
the Eligible Securities sold by Seller to the applicable Buyer in such
Transaction until such Eligible Securities are repurchased pursuant to this
Agreement, and (ii) with respect to the Transactions in general, all Eligible
Securities sold by Seller to the Buyers until such Eligible Securities are
repurchased pursuant to this Agreement. Whenever Purchased Securities are rated
by more than one Rating Agency and a split rating applies to such Purchased
Securities (i.e., one Rating Agency rates such Purchased Securities at a lower
rating level than the other of such Rating Agencies), then for all purposes of
this Agreement where a rating is to be selected (including, without limitation,
in the determination of any percentages pursuant to Schedule I-A of this Annex
I), the lower of the ratings shall apply.

         "Rating Agency" shall mean any of Fitch Inc., Moody's and Standard &
Poor's.


                                      -16-



         "Rating Category" shall mean any of the rating categories listed in
Schedule I-A attached to this Annex I.

         "REIT" shall mean a Person qualifying for treatment as a "real estate
investment trust" under the Code.

         "Relevant System" shall mean (i) The Account Bank Trust Company in New
York, New York, or (ii) such other clearing organization or book-entry system as
is designated in writing by the Buyer Agent.

         "Remittance Date" shall mean the fifteenth (15th) calendar day of each
month, or the next succeeding Business Day, if such calendar day shall not be a
Business Day.

         "Repurchase Date" shall mean, when used in the Agreement, the
"Termination Date" as defined in this Annex I.

         "Repurchase Price" shall mean, with respect to any Purchased Assets as
of any date, the price at which such Purchased Assets are to be transferred from
the applicable Buyer to Seller upon termination of the related Transaction in
whole or in part; such price will be determined in each case as the sum of the
Purchase Price of such Purchased Assets (including, for the avoidance of doubt,
any Contingent Purchase Price actually paid by the applicable Buyer in respect
of such Purchased Assets pursuant to Section 3.13 of this Annex I) and the Price
Differential with respect to such Purchased Assets as of the date of such
determination, minus all Income and cash actually received by the applicable
Buyer or the Buyer Agent (for the account of the applicable Buyer), as
applicable, in respect of such Transaction pursuant to Sections 4.1, 5.2, 5.3,
5.4 and 5.5 of this Annex I.

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

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

         "Reset Date" shall mean the fifteenth (15th) calendar day of each
month, or the next succeeding Business Day, if such calendar day shall not be a
Business Day.

         "Reuters LIBOR01 Page" shall mean the display page currently so
designated on the Reuters Money 3000 xtra service, or any successor service (or
such other page as may replace that page on that service for the purpose of
displaying comparable rates or prices).


                                      -17-



         "Securitization Documents" shall mean, with respect to any Eligible
Securities, any pooling and servicing agreements, special servicing agreements
or other agreements governing the issuance and administration of such Eligible
Securities and any offering document used in the distribution and sale of such
Eligible Securities (including, without limitation, the preliminary and final
private placement memorandum, prospectus and/or offering memorandum).

         "Servicer" shall mean any sub-servicer engaged by Seller in respect of
the Purchased Loans, which sub-servicer shall, except in the case of Sponsor and
Midland Loan Services, Inc., have been approved by the Buyer Agent in its sole
discretion.

         "Servicing Agreement" has the meaning specified in Section 22.2 of this
Annex I.

         "Servicing Records" has the meaning specified in Section 22.2 of this
Annex I.

         "Settlement Agent" shall mean, with respect to any Transaction
involving Table Funded Purchased Loans, an entity satisfactory to the Buyer
Agent in its reasonable discretion (which may be a title company, escrow company
or attorney in accordance with local law and practice in the jurisdiction where
the related Table Funded Purchased Loan is being originated), to which the
Purchase Price is to be wired by the applicable Buyer at the request of Seller.

         "Single-Purpose Entity" shall mean a Person, other than an individual,
which is formed or organized solely for the purpose of holding, directly and
subject to this Agreement, the Purchased Assets, does not engage in any business
unrelated to the Purchased Assets and the financing thereof, does not have any
assets other than cash and the Purchased Assets (or assets which are proposed to
become Purchased Assets), or any indebtedness other than as permitted by the
Agreement, has its own separate books and records and its own accounts, in each
case which are separate and apart from the books and records and accounts of any
other Person, and holds itself out as being a Person and separate and apart from
any other Person. If the foregoing entity is a limited partnership or limited
liability company, (i) its partnership agreement or limited liability company
agreement (as applicable) shall provide that the partnership or limited
liability company shall dissolve upon the withdrawal or dissolution of the last
remaining general partner or managing member, but the partnership or limited
liability company will not be dissolved if the remaining partners or members,
within ninety (90) days, by majority vote elect to continue the partnership or
limited liability company and appoint a new general partner or new managing
member, and (ii) the partnership agreement or limited liability company
agreement (as applicable) must provide that the dissolution and winding up or
bankruptcy or insolvency filing of such partnership or limited liability company
shall require the unanimous consent of all members (including the board of
directors of such members).

         "Specified Data" shall mean each certificate, document or financial or
similar statement furnished to the Buyer Agent by or on behalf of Seller or
Sponsor that provides information (other than summary information based upon
documents available to the Buyer Agent) relating to Seller, Sponsor or the
Purchased Assets (i) as required by the terms of the Agreement or the Guaranty
(e.g., financial statements of Sponsor or Seller and compliance certificates of
Sponsor with respect to the financial covenants contained in Section 5 of the


                                      -18-



Guaranty) or (ii) in response to a specific request from the Buyer for such
information as contemplated by the Agreement or the Guaranty, as the case may
be.

         "Specified Event of Default" shall mean (i) any Event of Default set
forth in Section 14.1.1 which occurred as a result of a failure to pay Price
Differential and/or Repurchase Price or (ii) any Event of Default set forth in
Section 14.1.3 or 14.1.12.

         "Sponsor" shall mean Anthracite Capital, Inc., a Maryland corporation.

         "Supplemental Due Diligence List" shall mean, with respect to any New
Assets, information or deliveries concerning the New Assets that the Buyer Agent
shall reasonably request in addition to the Preliminary Due Diligence Package.

         "Survey" shall mean a certified ALTA/ACSM (or applicable state
standards for the state in which the Mortgaged Property is located) survey of a
Mortgaged Property prepared by a registered independent surveyor and in form and
content satisfactory to the Buyer Agent and the company issuing the Title Policy
for such Mortgaged Property.

         "Table Funded Purchased Loan" shall mean a Purchased Loan which is sold
to a Buyer simultaneously with the origination or acquisition thereof, which
origination or acquisition is financed with the Purchase Price, pursuant to
Seller's request, paid directly to the Settlement Agent for disbursement in
connection with such origination or acquisition. A Purchased Loan shall cease to
be a Table Funded Purchased Loan after the Custodian has delivered a Trust
Receipt to the Buyer Agent certifying its receipt of the Purchased Loan File
therefor.

         "Target Price" shall mean, with respect to any Purchased Assets as of
any date, the amount (expressed in Dollars) obtained by multiplying (i) the
Market Value of such Purchased Assets as of such date by (ii) the "Original
Purchase Percentage" for the Rating Category applicable to such Purchased
Securities or the Loan Type Grouping applicable to such Purchased Loans.

         "Termination Date" shall mean September 18, 2009.

         "Title Policy" shall have the meaning specified in paragraph 8 of the
first paragraph of Exhibit VI.

         "Transaction Conditions Precedent" shall have the meaning specified in
Section 3.2 of this Annex I.

         "Transaction Documents" shall mean, collectively, the Agreement, this
Annex I, any other applicable Annexes to the Agreement, the Guaranty, the
Custodial Agreement and all Confirmations executed pursuant to the Agreement and
this Annex I in connection with specific Transactions.

         "Trust Receipt" shall mean a trust receipt issued by Custodian to the
Buyer Agent confirming the Custodian's possession of certain Purchased Loan
Files which are the property of and held by Custodian for the benefit of the
Buyer Agent, for the benefit of the applicable Buyer (or any other holder of
such trust receipt).


                                      -19-



         "Trustee" shall mean, with respect to any Eligible Securities, the
trustee under the Securitization Documents applicable to such Eligible
Securities.

         "UCC" shall have the meaning specified in Section 6.3 of this Annex I.

         "Underwriting Guidelines" shall mean any underwriting guidelines (and
any amendments thereto) from time to time adopted by Sponsor or Seller.

         "Underwriting Issues" shall mean, with respect to any New Asset, all
material information that has come to Seller's attention that, based on the
making of reasonable inquiries and the exercise of reasonable care and diligence
under the circumstances, would be considered a materially "negative" factor
(either separately or in the aggregate with other information) including but not
limited to, to the extent of Seller's knowledge, whether any of the Purchased
Assets were rejected for inclusion in, or repurchased from, any securitization
transaction, warehouse loan facility or a repurchase transaction (due to the
breach of a representation and warranty), or a material defect in loan
documentation or closing deliveries (such as any absence of any material
Purchased Loan Document(s)), to a reasonable institutional mortgage buyer in
determining whether to originate or acquire the New Asset in question.

         "Unfunded Margin Amount" shall mean, in respect of any Eligible Loan or
Eligible Security on any date of determination, the positive difference, if any,
between (i) the Market Value in respect of such Eligible Asset and (ii) the
Purchase Price.

         "Unused Facility Amount" shall mean, as of any date of determination,
the Facility Amount minus the aggregate outstanding Repurchase Price of all
Transactions as of such date of determination.

         "Unused Fee" shall have the meaning specified in Section 3.6 of this
Annex I.

         "Unused Fee Rate" shall mean a rate per annum equal to (i) 0.10% during
the first 120 calendar days after the initial Purchase Date and (ii) at any time
thereafter (A) 0.10% in the event the daily weighted average Unused Facility
Amount is less than 100% of the Facility Amount but greater than or equal to 50%
of the Facility Amount and (B) 0.15% in the event the daily weighted average
Unused Facility Amount is less than 50% of the Facility Amount.

3.       INITIATION; CONFIRMATION; TERMINATION; FEES

         The provisions of Paragraph 3 of the Agreement are hereby modified and
superseded in their respective entireties by the following provisions of this
Section 3:

         3.1 Subject to the terms and conditions set forth in the Agreement
(including, without limitation, the "Transaction Conditions Precedent" specified
in Section 3.2 of this Annex I), each Buyer shall from time to time enter into
Transactions with Seller on any Business Day from and including the date of the
Agreement, but excluding the Termination Date, and pursuant to any such
Transaction, Seller shall be entitled to sell, repurchase and re-sell any assets
in accordance with this Agreement. An agreement to enter into a Transaction
shall be made in writing at the initiation of Seller as provided below;
provided, however, that the aggregate Repurchase Price (excluding the Price
Differential with respect to the Purchased Assets as of the


                                      -20-



date of determination) for all Transactions for all Buyers shall not exceed the
Facility Amount; provided, further, that, notwithstanding anything contained
herein to the contrary, BANA is not required to enter into any Transaction where
the asset(s) to be purchased is, or includes, an Eligible Non-Investment Grade
CMBS Security originally issued by Bank of America, N.A. or an Affiliate thereof
and, for the avoidance of doubt, BAMCC may enter into such Transactions subject
to the terms and conditions hereof. Seller shall give the Buyer Agent written
notice of each proposed Transaction and the Buyer Agent shall inform Seller of
its determination with respect to any assets proposed to be sold to the
applicable Buyer by Seller solely in accordance with Exhibit VIII attached
hereto. The Buyer Agent shall have the right to review all Eligible Loans and
Eligible Securities proposed to be sold to the applicable Buyer in any
Transaction and to conduct its own due diligence investigation of such Eligible
Loans and Eligible Securities as the Buyer Agent reasonably determines. The
Buyer Agent shall be entitled to make a determination, in the exercise of its
good faith business judgment, that it shall not purchase any or all of the
assets proposed to be sold to the applicable Buyer by Seller. On the Purchase
Date for the Transaction which shall be not less than three (3) Business Days
following the approval of an Eligible Loan or an Eligible Security by the Buyer
Agent in accordance with Exhibit VIII hereto, the Purchased Assets shall be
transferred to Buyer or its agent against the transfer of the Purchase Price to
an account of Seller.

         3.2 Upon agreeing to enter into a Transaction hereunder, provided each
of the Transaction Conditions Precedent (as hereinafter defined) shall have been
satisfied (or waived by the Buyer Agent), the applicable Buyer shall promptly
(and in any event within five (5) Business Days) deliver to Seller a written
confirmation in the form of Exhibit I attached hereto of each Transaction (a
"Confirmation"). Unless otherwise agreed by the parties, the applicable Buyer
shall deliver a separate Confirmation with respect to each Purchased Asset which
is the subject of a Transaction. Such Confirmation shall describe the Purchased
Securities (including CUSIP number, if any) and/or Purchased Loans, shall
identify the applicable Buyer and Seller, and shall set forth:

                           3.2.1 the Purchase Date;

                           3.2.2 the Purchase Price for such Purchased Assets;

                           3.2.3 the Termination Date;

                           3.2.4 the Pricing Rate applicable to the Transaction
                  (including the Applicable Spread); and

                           3.2.5 any additional terms or conditions not
                  inconsistent with the Agreement. With respect to any
                  Transaction, the Pricing Rate shall be determined initially on
                  the Purchase Date applicable to such Transaction, and shall be
                  reset on each Reset Date for the related Pricing Rate Period.
                  The Buyer Agent shall determine in accordance with the terms
                  of this Agreement the Pricing Rate on each Reset Date for the
                  related Pricing Rate Period and notify Seller and Custodian of
                  such rate for such period on the Reset Date. For purposes of
                  this Section 3.2, the "Transaction Conditions Precedent" shall
                  be deemed to have been satisfied with respect to any proposed
                  Transaction if:


                                      -21-



                  A. no Default or Event of Default under the Agreement shall
         have occurred and be continuing as of the Purchase Date for such
         proposed Transaction;

                  B. the representations and warranties made by Seller in each
         of the Transaction Documents shall be true and correct in all material
         respects as of the Purchase Date for such Transaction;

                  C. The Buyer Agent shall have (i) determined, in accordance
         with the applicable provisions of Section 3.1 of this Annex I, that the
         assets proposed to be sold to the applicable Buyer by Seller in such
         Transaction are Eligible Securities and/or Eligible Loans, (ii)
         completed all legal due diligence in respect of such Eligible
         Securities and/or Eligible Loans and (iii) obtained internal credit
         approval for the inclusion of such Eligible Securities and/or Eligible
         Loans as Purchased Assets in a Transaction; and

                  D. the Buyer Agent shall have received the Guaranty executed
         by the Sponsor.

         3.3 Each Confirmation, together with the Agreement, including this
Annex I, shall be conclusive evidence of the terms of the Transaction(s) covered
thereby unless objected to in writing by Seller no more than two (2) Business
Days after the date such Confirmation is received by Seller. An objection sent
by Seller with respect to any Confirmation must state specifically that the
writing is an objection, must specify the provision(s) of such Confirmation
being objected to by Seller, must set forth such provision(s) in the manner that
Seller believes such provisions should be stated, and must be received by the
applicable Buyer no more than two (2) Business Days after such Confirmation is
received by Seller.

         3.4 No Transaction shall be terminable on demand by a Buyer (other than
upon the occurrence and during the continuance of an Event of Default by
Seller). Seller shall be entitled to terminate a Transaction in whole or in part
on demand and repurchase all or a portion of the Purchased Assets subject to a
Transaction on any Business Day prior to the Termination Date (an "Early
Termination Date"); provided, however, that: 3.4.1 Seller repurchases on such
Early Termination Date, all or the portion of the Purchased Assets subject to
such Transaction which Seller has elected to repurchase;

                           3.4.2 Seller notifies the Buyer Agent in writing of
                  its intent to terminate such Transaction and repurchase such
                  Purchased Assets no later than five (5) Business Days prior to
                  such Early Termination Date; and

                           3.4.3 on such Early Termination Date, Seller pays to
                  the Buyer Agent, for the account of the applicable Buyer, an
                  amount equal to the sum of the Repurchase Price for such
                  Transaction (or, in the case of a termination of a Transaction
                  in part an amount acceptable to the Buyer Agent in its sole
                  discretion, but not more than such Repurchase Price), and any
                  other amounts payable under this Agreement (including,


                                      -22-



                  without limitation, Section 3.9 of this Annex I) with respect
                  to such Transaction against transfer to Seller or its agent of
                  such Purchased Assets.

         Such notice shall set forth the Early Termination Date and shall
identify with particularity the Purchased Assets to be repurchased on such Early
Termination Date.

         3.5 On the Termination Date, termination of the applicable Transactions
will be effected by transfer to Seller or its agent of the Purchased Assets and
any Income in respect thereof received by the Buyer Agent, for the account of
the applicable Buyer (and not previously credited or transferred to, or applied
to the obligations of, Seller pursuant to Section 5 of this Annex I) against the
simultaneous transfer of the Repurchase Price to an account of the Buyer Agent
for the benefit of the Buyers as specified by the Buyer Agent.

         3.6 Seller shall pay to the Buyer Agent, for the account of the Buyers,
a fee in an amount equal to 1/4 percent (0.25%) of the Facility Amount on or
prior to the initial Purchase Date. In addition, Seller shall pay to the Buyer
Agent, for the account of the Buyers, an unused fee in Dollars (an "Unused Fee")
in an amount equal to the Unused Fee Rate, which Unused Fee shall be payable
quarterly in arrears during the term of this Agreement on the first Remittance
Date occurring after receipt by Seller of the applicable invoice therefor.

         3.7 If prior to the first day of any Pricing Rate Period with respect
to any Transaction, (i) the Buyer Agent shall have determined (which
determination shall be conclusive and binding upon Seller) that, by reason of
circumstances affecting the relevant market, adequate and reasonable means do
not exist for ascertaining the LIBO Rate for such Pricing Rate Period, or (ii)
the LIBO Rate determined or to be determined for such Pricing Rate Period will
not adequately and fairly reflect the cost to the Buyer Agent (as determined and
certified by the Buyer Agent) of making or maintaining Transactions during such
Pricing Rate Period, the Buyer Agent shall give facsimile or telephonic notice
thereof to Seller as soon as practicable thereafter. If such notice is given,
the Pricing Rate with respect to such Transaction for such Pricing Rate Period,
and for any subsequent Pricing Rate Periods until such notice has been withdrawn
by the Buyer Agent, shall be a per annum rate (the "Alternative Rate") equal to
a rate determined based on an index approximating the behavior of LIBOR as
reasonably determined by the Buyer Agent (which may be the Prime Rate).

         3.8 Notwithstanding any other provision herein, if the adoption of or
any change in any Requirement of Law or in the interpretation or application
thereof shall make it unlawful for a Buyer to effect Transactions as
contemplated by the Transaction Documents, (a) the commitment of such Buyer
hereunder to enter into new Transactions and to continue Transactions as such
shall forthwith be canceled, and (b) the Transactions then outstanding shall be
converted automatically to Alternative Rate Transactions on the last day of the
then-current Pricing Rate Period or within such earlier period as may be
required by law. If any such conversion of a Transaction occurs on a day which
is not the last day of the then-current Pricing Rate Period with respect to such
Transaction, Seller shall pay to the Buyer Agent, for the account of the Buyers,
such amounts, if any, as may be required pursuant to Section 3.9 of this Annex
I.

         3.9 Upon demand by the Buyer Agent, Seller shall indemnify the Buyer
Parties and hold the Buyer Parties harmless from any net loss or expense (not to
include any lost


                                      -23-



profit or opportunity) (including, without limitation, reasonable attorneys'
fees and disbursements of external counsel) which the Buyer Parties may sustain
or incur as a consequence of (i) default by Seller in selling Eligible
Securities or Eligible Loans after Seller has notified a Buyer or the Buyer
Agent of a proposed Transaction and the applicable Buyer has agreed to purchase
such Eligible Securities or Eligible Loans in accordance with the provisions of
the Agreement (including also, but not limited to, a default by Seller in
selling Eligible Securities and Eligible Loans on the Purchase Date as set forth
in an irrevocable notice in accordance with Section 3.1 hereto), (ii) any
payment of the Repurchase Price on any day other than a Remittance Date or (iii)
default by Seller in terminating any Transaction after Seller has given a notice
in accordance with Section 3.4 of a termination of a Transaction (in each case
of (i)-(iii) above, including, without limitation, any such loss or expense in
the nature of a breakage cost attributable thereto arising from the reemployment
of funds obtained by the applicable Buyer and/or the Buyer Agent to maintain
Transactions hereunder or from fees payable to terminate the deposits from which
such funds were obtained). As a condition to Seller's liability under this
paragraph, the Buyer Agent shall promptly deliver to Seller a certificate as to
such costs, losses, damages and expenses, setting forth the calculations
therefor and including any available supporting documentation, which certificate
shall be conclusive and binding on Seller in the absence of manifest error.

         3.10 If the adoption of or any change in any Requirement of Law or in
the interpretation or application thereof by any Governmental Authority or
compliance by any Buyer Party with any directive from any central bank or other
Governmental Authority having jurisdiction over any Buyer Party made subsequent
to the date hereof:

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

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

                  3.10.3 shall impose on any Buyer Party any other condition;

and the result of any of the foregoing is to increase the cost to any Buyer
Party, by an amount which the Buyer Agent deems to be material, of entering
into, continuing or maintaining Transactions or to reduce any amount receivable
under the Transaction Documents in respect thereof; then, in any such case,
Seller shall promptly pay the Buyer Agent, for the account of the Buyers, upon
its demand, any additional amounts necessary to compensate the Buyer Parties for
such increased cost or reduced amount receivable. If the Buyer Parties becomes
entitled to claim any additional amounts pursuant to this Section 3.10, it shall
promptly notify Seller of the event by reason of which it has become so
entitled. As a condition to Seller's liability under this paragraph, the Buyer
Agent shall promptly deliver to Seller a certificate as to the calculation of
any additional amounts payable pursuant to this subsection and including any
available


                                      -24-



supporting documentation, which certificate shall be conclusive and binding upon
Seller in the absence of manifest error. This covenant shall survive the
termination of the Agreement and this Annex I and the repurchase by Seller of
any or all of the Purchased Assets.

         3.11 If the Buyer Agent shall have determined that the adoption of or
any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by a Buyer Party or any
corporation controlling a Buyer Party with any directive regarding capital
adequacy from any Governmental Authority made subsequent to the date hereof does
or shall have the effect of reducing the rate of return on any Buyer Party's or
such corporation's capital as a consequence of its obligations hereunder to a
level below that which such Buyer Party or such corporation could have achieved
but for such adoption, change or compliance by an amount which is deemed by the
Buyer Agent to be material, then from time to time, after submission by the
Buyer Agent to Seller of a written request therefore, Seller shall pay to the
Buyer Agent, for the account of the Buyers, such additional amount or amounts as
will compensate such Buyer Party for such reduction. As a condition to Seller's
liability under this paragraph, the Buyer Agent shall promptly deliver to Seller
a certificate as to the calculation of any additional amounts payable pursuant
to this subsection and including any available supporting documentation, which
certificate shall be conclusive and binding upon Seller in the absence of
manifest error. This covenant shall survive the termination of the Agreement and
this Annex I and the repurchase by Seller of any or all of the Purchased Assets.

         3.12 Without prejudice to any other rights which Seller may have under
the Agreement, upon any tender by Seller of payment of the aggregate Repurchase
Price for all Purchased Assets and all other amounts due and payable to the
Buyer Parties under the Agreement, all of Buyers' right, title and interest in
such Purchased Assets shall be deemed transferred to Seller, and the Buyer
Parties shall deliver, or cause the delivery of, such Purchased Assets to
Seller.

         3.13 If Seller shall have (i) received a Purchase Price for any
Purchased Asset less than the Buyer's Maximum Purchase Price for such Purchased
Asset, pursuant to the last sentence of the definition of "Purchase Price" or
(ii) terminated a Transaction in part, pursuant to Section 3.4 of this Annex I,
in either case, such that, as of any date of determination, the outstanding
Repurchase Price for any Purchased Asset is less than the Purchase Price
(determined without regard to the last sentence of the definition thereof) that
would be payable in respect of such Purchased Asset if such date of
determination were the Purchase Date thereof (such difference, the "Contingent
Purchase Price"), then Seller may, by written notice to the applicable Buyer or
the Buyer Agent on such date of determination, request payment of all or any
portion of such Contingent Purchase Price (any such payment, an "Additional
Payment"). So long as no Event of Default, CF Sweep Event, Asset Margin Deficit
and/or Portfolio Margin Deficit shall have occurred and be continuing, Buyer
shall pay such Additional Payment requested by Seller by the close of business
on the second Business Day after such notice is given if such notice is given
after 11:00 a.m. (New York time) on a Business Day. Any such Additional Payment
shall be evident by an amended and restated Confirmation for the affected
Purchased Asset.


                                      -25-



4.       MARGIN MAINTENANCE

         4.1 Paragraphs 4(a), 4(b), 4(c) and 4(d) of the Agreement are hereby
modified in their entirety to read as follows:

                           "(a) If at any time, the Market Value of any of the
                  Purchased Assets shall be less than Buyer's Asset Margin
                  Amount for such Purchased Assets (an "Asset Margin Deficit"),
                  then the Buyer Agent may by notice to Seller require Seller to
                  transfer to the Buyer Agent, for the account of the Buyers,
                  cash so that the sum obtained by adding the Market Value of
                  such Purchased Assets plus such cash shall equal or exceed the
                  Asset Deficit Cure Amount for such Purchased Assets as of the
                  same date. If at any time, after giving effect to any amounts
                  payable pursuant to the immediately preceding sentence, the
                  aggregate Market Value of all of the Purchased Assets shall be
                  less than Buyer's Portfolio Margin Amount (a "Portfolio Margin
                  Deficit"), then the Buyer Agent may by notice to Seller
                  require Seller to transfer to the Buyer Agent, for the account
                  of the Buyers, cash so that the sum obtained by adding the
                  Market Value of all Purchased Assets plus such cash shall
                  equal or exceed the Portfolio Deficit Cure Amount as of the
                  same date. Seller's failure to cure any Asset Margin Deficit
                  or Portfolio Margin Deficit as required by the two preceding
                  sentences shall constitute an Event of Default under the
                  Transaction Documents and shall entitle the Buyer Parties to
                  exercise their remedies under Section 14 of Annex I
                  (including, without limitation, the liquidation remedy
                  provided for in Section 14.2.5 of Annex I).

                           (b) [Reserved].

                           (c) If any notice is given by the Buyer Agent under
                  Paragraph 4(a) of the Agreement on any Business Day, the
                  Seller shall transfer the cash by no later than the close of
                  business in the relevant market on the second Business Day
                  following such notice (or, if such notice given after the
                  Margin Notice Deadline, no later than the close of business in
                  the relevant market on the third Business Day following such
                  notice). Notice required pursuant to Paragraph 4(a) of the
                  Agreement may be given by any means of facsimile transmission
                  and shall be delivered in accordance with the terms of the
                  Agreement. The failure of any Buyer Party on any one or more
                  occasions, to exercise its rights under Paragraph 4(a) of the
                  Agreement shall not change or alter the terms and conditions
                  to which the Agreement is subject or limit the right of such
                  Buyer Party to do so at a later date. Seller agrees that any
                  failure or delay by any Buyer Party to exercise its rights
                  under Paragraph 4(a) of the Agreement shall not limit any
                  Buyer Party's rights under the Agreement or otherwise existing
                  by law or in any way create additional rights for Seller.

                           (d) Any cash transferred to the Buyer Agent, for the
                  account of the Buyers, pursuant to Paragraph 4(a) of the
                  Agreement on account of an Asset Margin Deficit with respect
                  to any Purchased Assets shall be applied to reduce the
                  Repurchase Price for such Purchased Assets under the relevant
                  Transaction. Any cash transferred to the Buyer Agent, for the
                  account of the Buyers, pursuant to


                                      -26-



         Paragraph 4(a) of the Agreement on account of a Portfolio Margin
         Deficit shall be applied to reduce the Repurchase Price for such
         Purchased Assets as may be designated by the Buyer Agent in its sole
         discretion.

         4.2 Paragraphs 4.1(e) and 4(f) of the Agreement are hereby deleted in
their respective entireties.

5.       INCOME PAYMENTS AND PRINCIPAL PAYMENTS

         The provisions of Paragraph 5 of the Agreement are hereby modified and
superseded in their respective entireties by the following provisions of this
Section 5:

         5.1 The Cash Management Account shall be established at the Account
Bank concurrently with the execution and delivery of the Agreement and this
Annex I by Seller and the Buyer Agent. The Buyer Agent, for the benefit of the
Buyers, shall have sole dominion and control over the Cash Management Account.
Seller shall cause all Income in respect of the Purchased Assets and any
payments in respect of associated Hedging Agreements to be deposited directly
into the Cash Management Account. Such Income shall be remitted by the Account
Bank in accordance with the applicable provisions of Sections 5.2, 5.3, 5.4, 5.5
and 5.6 of this Annex I.

         5.2 With respect to Purchased Loans, Seller shall deliver to each
Mortgagor, issuer of a participation, borrower under a Purchased Loan or other
applicable party making payments on a Purchased Loan an irrevocable redirection
letter in the form attached as Exhibit IX to this Agreement instructing the
Mortgagor, issuer of a participation, borrower or other applicable party to pay
all Income under the related Purchased Loan to the Cash Management Account and
shall provide to the Buyer Agent proof of such delivery. If a Mortgagor, issuer
of a participation, borrower or other applicable party forwards any Income with
respect to a Purchased Loan to Seller rather than directly to the Cash
Management Account, Seller shall (i) deliver an additional irrevocable direction
letter to the applicable Mortgagor, issuer of a participation, borrower or other
applicable party and make other commercially reasonable efforts to cause such
Mortgagor, issuer of a participation, borrower or other applicable party to
forward such amounts directly to the Cash Management Account and (ii) within one
Business Day deposit in the Cash Management Account any such amounts.

         5.3 So long as no Event of Default or CF Sweep Event with respect to
any Purchased Asset shall have occurred and be continuing, all Income received
by the Account Bank in respect of the Purchased Assets and the associated
Hedging Agreements (other than Principal Payments) during each Collection Period
shall be applied by the Account Bank on the related Remittance Date as follows:

                  5.3.1 first, to remit escrow payments then due, if any, under
         the terms of the Purchased Assets, to the extent required to be paid by
         Seller;

                  5.3.2 second, to remit any unpaid servicing fees then due to
         any Servicers, to the extent required to be paid by Seller;


                                      -27-



                  5.3.3 third, to remit to the Buyer Agent, for the account of
         the Buyers, an amount equal to the Price Differential which has accrued
         and is outstanding as of such Remittance Date;

                  5.3.4 fourth, to remit payments then due under the Hedging
         Agreements, if any; and 5.3.5 fifth, to remit to Seller the remainder,
         if any.

         5.4 So long as no Event of Default or CF Sweep Event with respect to
any Purchased Asset shall have occurred and be continuing, any Principal Payment
received by the Account Bank in respect of any of the Purchased Assets during
each Collection Period shall be applied by the Account Bank on the related
Remittance Date in the following order of priority:

                  5.4.1 first, to make a payment to the Buyer Agent, for the
         account of the Buyers, on account of the Repurchase Price of the
         Purchased Assets, in respect of which such Principal Payment has been
         received, until the Repurchase Price for such Purchased Assets has been
         reduced to the Target Price for such Purchased Assets as of the date of
         such payment (as determined by the Buyer Agent after giving effect to
         such Principal Payment); and

                  5.4.2 second, to remit to Seller the remainder of such
         Principal Payment.

         5.5 If a CF Sweep Event with respect to any Purchased Asset shall have
occurred and be continuing, all Income received by the Account Bank in respect
of the Purchased Assets and the associated Hedging Agreements shall be applied
by the Account Bank on the Business Day next following the Business Day on which
such funds are deposited in the Cash Management Account as follows:

                  5.5.1 first, to remit to the Buyer Agent, for the account of
         the Buyers, an amount equal to the Price Differential which has accrued
         and is outstanding in respect of all of the Purchased Assets as of such
         Business Day;

                  5.5.2 second, to make a payment to the Buyer Agent, for the
         account of the Buyers, on account of the Repurchase Price of the
         Purchased Assets in respect of which the CF Sweep Event occurred, until
         the Repurchase Price for such Purchased Assets has been reduced to the
         Target Price for such Purchased Assets as of the date of such payment
         (as determined by the Buyer Agent after giving effect to such
         remittance), each such payment to be allocated in the Buyer Agent's
         sole discretion among those Purchased Assets with respect to which such
         CF Sweep Event is continuing; and

                  5.5.3 third, to remit to Seller the remainder.

         5.6 If an Event of Default shall have occurred and be continuing, all
Income received by the Account Bank in respect of the Purchased Assets and the
associated Hedging Agreements shall be applied by the Account Bank on the
Business Day next following the Business Day on which such funds are deposited
in the Cash Management Account as follows:


                                      -28-



                  5.6.1 first, to remit to the Buyer Agent, for the account of
         the Buyers, an amount equal to the Price Differential which has accrued
         and is outstanding in respect of all of the Purchased Assets as of such
         Business Day;

                  5.6.2 second, to make a payment to the Buyer Agent, for the
         account of the Buyers, on account of any other amounts (other than
         Repurchase Price) due and payable to the Buyer Agent, for the account
         of the Buyers, under the Agreement;

                  5.6.3 third, to make a payment to the Buyer Agent, for the
         account of the Buyers, on account of the Repurchase Price of all
         Purchased Assets until the Repurchase Price for all of the Purchased
         Assets has been reduced to zero, each such payment to be allocated in
         the Buyer Agent's sole discretion among those Purchased Assets with
         respect to which the Repurchase Price has not been reduced to zero; and

                  5.6.4 fourth, to remit to Seller the remainder.

6.       SECURITY INTEREST

         The provisions of Paragraph 6 of the Agreement are hereby modified and
superseded in their respective entireties by the following provisions of this
Section 6:

         6.1 Each Buyer and Seller intend that all Transactions hereunder be
sales to the applicable Buyer of the Purchased Assets and not loans from such
Buyer to Seller secured by the Purchased Assets. However, in the event any such
Transaction is deemed to be a loan, Seller hereby pledges all of its right,
title, and interest in, to and under and grants a first priority lien on, and
security interest in, all of the following property, whether now owned or
hereafter acquired, now existing or hereafter created and wherever located to
the Buyer Agent, for the benefit of the Buyers, to secure the payment and
performance of all other amounts or obligations owing to the Buyer Parties
pursuant to this Agreement and the related documents described herein:

                           (a) the Purchased Securities purchased pursuant to
                  the Agreement and all "securities accounts" created in
                  connection therewith (as defined in Section 8-501(a) of the
                  UCC) to which any or all of such Purchased Securities are
                  credited;

                           (b) the Purchased Loans purchased pursuant to the
                  Agreement, Servicing Agreements in connection with this
                  Agreement, Servicing Records in connection with the Agreement,
                  insurance relating to such Purchased Loans, and collection and
                  escrow accounts relating to such Purchased Loans;

                           (c) all "general intangibles," "accounts" and
                  "chattel paper" as defined in the UCC relating to or
                  constituting any and all of the foregoing; and

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


                                      -29-



         6.2 In addition, irrespective of whether any Transaction is deemed to
be a loan, Seller hereby pledges all of its right, title, and interest in, to
and under and grants a first priority lien on, and security interest in, all of
the following property, whether now owned or hereafter acquired, now existing or
hereafter created and wherever located (collectively, together with any and all
collateral granted to the Buyer Agent, for the benefit of the Buyers, pursuant
to Section 6.1 above, the "Collateral") to the Buyer Agent, for the benefit of
the Buyers, to secure the payment and performance of all other amounts or
obligations owing to the Buyer Parties pursuant to this Agreement and the
related documents described herein:

                           (a) the Cash Management Account created in connection
                  with the Agreement and all monies from time to time on deposit
                  in such Cash Management Account;

                           (b) the Hedging Agreements, if any;

                           (c) all "general intangibles," "accounts" and
                  "chattel paper" as defined in the UCC relating to or
                  constituting any and all of the foregoing; and

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

         6.3 The Buyer Agent's security interest in the Collateral shall
terminate only upon termination of Seller's obligations under the Agreement and
the documents delivered in connection herewith and therewith. For purposes of
the grant of the security interest pursuant to this Section 6, the Agreement
shall be deemed to constitute a security agreement under the New York Uniform
Commercial Code (the "UCC"). The Buyer Agent shall have all of the rights and
may exercise all of the remedies of a secured creditor under the UCC and the
other laws of the State of New York and Seller shall have all of the rights and
may exercise all of the remedies of a debtor under the UCC and the other laws of
the State of New York. In furtherance of the foregoing, (a) Seller, at its sole
cost and expense, shall cause to be filed in such locations as may be necessary
to perfect and maintain perfection and priority of the security interest granted
hereby, UCC-1 financing statements and continuation statements (collectively,
the "Filings"), and shall forward copies of such Filings to the Buyer Agent upon
completion thereof, (b) Seller shall from time to time take such further actions
as may be reasonably requested by the Buyer Agent to maintain and continue the
perfection and priority of the security interest granted hereby (including
marking its records and files to evidence the interests granted to the Buyer
Agent hereunder) and (c) Seller hereby authorizes the Buyer Agent, at its
option, to file any such Filings, including, without limitation, a UCC-1
financing statement describing the collateral as "all assets" of the Seller.

7.       PAYMENT, TRANSFER AND CUSTODY

         The provisions of Paragraph 7 of the Agreement are hereby modified and
superseded in their respective entireties by the following provisions of this
Section 7:


                                      -30-



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

         7.2 On or prior to the applicable Purchase Date, Seller shall deliver
the related Purchased Securities reregistered in the name of the applicable
Buyer or other designee of such Buyer in accordance with the Custodial Agreement
(or, subject to the approval of Buyer, together with documentation sufficient to
permit the reregistration of the Purchased Securities by the applicable Buyer in
the name of such Buyer or other designee of such Buyer) and the applicable Buyer
or its other designee shall have all rights of conversions, exchange,
subscription and any other rights, privileges and options pertaining to such
Purchased Securities as the owner thereof, and in connection therewith, the
right to deposit and deliver any and all of such Purchased Securities with any
committee, depositary transfer, agent, register or other designated agency upon
such terms and conditions as such Buyer or the Buyer Agent on behalf of such
Buyer may determine. The Purchased Securities shall be held by the applicable
Buyer or its designee, as exclusive bailee and agent for such Buyer, either
directly or through the facilities of a Relevant System, as "securities
intermediary" (as defined in Section 8-102(a)(14) of the UCC and 31 C.F.R.
Section 357.2) and credited to the "securities account" (as defined in Section
8-501(a) of the UCC) of such Buyer. The applicable Buyer, as "entitlement
holder" (as defined in Section 8-102(a)(7) of the UCC) with respect to such
Purchased Securities, shall be entitled to receive all cash dividends and
distributions paid in respect thereof. Any such dividends or distributions with
respect to such Purchased Securities received by Seller shall be promptly
remitted to the Cash Management Account.

         7.3 With respect to the Purchased Securities that shall be delivered or
held in uncertificated form and the ownership of which is registered on books
maintained by the issuer thereof or its transfer agent, Seller shall cause the
registration of such security or other item of investment property in the name
of the applicable Buyer or its designee, and at the request of the Buyer Agent,
shall take such other and further steps, and shall execute and deliver such
documents or instruments necessary in the opinion of the Buyer Agent, to effect
a legally valid transfer to the applicable Buyer hereunder. With respect to such
Purchased Securities that shall be delivered or held in definitive, certificated
form, Seller shall deliver to the Buyer Agent or its designee (which shall be
the Custodian initially) the original of the relevant certificate registered in
the name of the applicable Buyer or its designee (or, subject to the approval of
the Buyer Agent, together with documentation sufficient to permit the
reregistration of the Purchased Securities by the Buyer Agent in the name of the
applicable Buyer or other designee of the applicable Buyer). Unless otherwise
instructed by the Buyer Agent, any delivery of a security or other item of
investment property in definitive, certificated form shall be made to the
Custodian. With respect to such Purchased Securities that shall be delivered
through a Relevant System in book-entry form and credited to or otherwise held
in a securities account, Seller shall take such actions necessary to provide
instruction to the relevant financial institution or other entity, which
instruction shall be sufficient if complied with, to register the transfer of
such Purchased Securities from Seller to the applicable Buyer or its designee.
In connection with any account to which such Purchased Securities are credited
or otherwise held, Seller shall execute and deliver such other and further
documents or instruments necessary, in the opinion of the Buyer Agent, to effect
a legally valid transfer to the applicable Buyer hereunder. Any account to which
such


                                      -31-



Purchased Securities are credited or otherwise held shall be designated in
accordance with the Custodial Agreement or such variation thereon as the Buyer
Agent may direct. Any delivery of such Purchased Security in accordance with
this paragraph, or any other method acceptable to the Buyer Agent, shall be
sufficient to cause the applicable Buyer to be the "entitlement holder" (as
defined in Section 8-102(a)(7) of the UCC) with respect to such Purchased
Securities and, if the Transaction is recharacterized as a secured financing, to
have a perfected first-priority security interest therein. No Purchased
Securities, whether certificated or uncertificated, shall remain in the name, or
possession, of Seller or any of its agents or in any securities account in the
name of Seller or any of its agents.

         7.4 As a condition to each Buyer's purchase of any Purchased
Securities,

                  7.4.1 Seller shall deliver to the Buyer Agent on or prior to
         the Purchase Date with respect to such Purchased Securities:

                                    A. copies of the executed Securitization
                           Documents governing such Purchased Securities, and
                           the offering documents related to such Purchased
                           Securities, each certified by Seller as a true,
                           correct and complete copy of the original document
                           delivered to Seller, and any ancillary documents
                           required to be delivered to holders of the Purchased
                           Securities under such Securitization Documents;

                                    B. one or more officer's certificates with
                           respect to the completeness of the documents
                           delivered as may be reasonably requested by the Buyer
                           Agent;

                                    C. an instruction letter from Seller to the
                           Trustee under such Securitization Documents,
                           instructing the Trustee to remit all sums required to
                           be remitted to the holder of such Purchased
                           Securities under such Securitization Documents to the
                           Account Bank or as otherwise directed in a written
                           notice signed by Seller and the Buyer Agent;

                                    D. copies of all distribution statements, if
                           any, delivered to Seller pursuant to such
                           Securitization Documents during the three-month
                           period immediately preceding such Purchase Date;

                                    E. a copy of the trade ticket or other
                           transaction confirmation pursuant to which Seller
                           acquired such Purchased Securities;

                                    F. a true and correct copy of the executed
                           irrevocable redirection letter in the form attached
                           hereto as Exhibit IX; and

                                    G. any other documents or instruments
                           necessary in the opinion of the Buyer Agent to
                           consummate the sale of such Purchased Securities to
                           the applicable Buyer or, if such Transaction is
                           recharacterized as a secured financing, to create and
                           perfect in favor of the Buyer Agent, for the benefit
                           of the Buyers, a valid perfected first-priority
                           security interest in such Purchased Securities.


                                      -32-



                  7.4.2 Seller shall take the requisite steps with respect to
         delivery and/or registration of such Purchased Securities as described
         more fully in Section 7.3 of this Annex I.

         7.5 On or before each Purchase Date with respect to each Purchased
Loan, Seller shall deliver or cause to be delivered to the Buyer Agent or its
designee the Custodial Delivery in the form attached hereto as Exhibit IV. On or
before each Purchase Date, with respect to each Table Funded Purchased Loan,
Seller shall cause the Settlement Agent to deliver to the Custodian by facsimile
the related Mortgage Note, the Insured Closing Letter and Escrow Instructions,
and a Settlement Agent trust receipt issued thereunder. In connection with each
sale, transfer, conveyance and assignment of a Purchased Loan, on or prior to
each Purchase Date with respect to such Purchased Loan (other than a Table
Funded Purchased Loan) or by not later than 12:00 p.m. (New York time) on the
third Business Day following the applicable Purchase Date with respect to each
Table Funded Purchased Loan, Seller shall deliver or cause to be delivered and
released to the Custodian the following documents (collectively, the "Purchased
Loan File"), pertaining to each of the Purchased Loans identified in the
Custodial Delivery delivered therewith:

                  7.5.1 With respect to each Purchased Loan which is an Eligible
         First Mortgage Loan:

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

                                    B. the original of any loan agreement,
                           guarantee, indemnity or cash management agreement
                           executed in connection with the Mortgage Note (if
                           any);

                                    C. the original Mortgage with evidence of
                           recording thereon, or a copy thereof together with an
                           officer's certificate of Seller certifying that such
                           represents a true and correct copy of the original
                           and that such original has been submitted for
                           recordation in the appropriate governmental recording
                           office of the jurisdiction where the Mortgaged
                           Property is located;

                                    D. the originals of all assumption,
                           modification, consolidation or extension agreements
                           with evidence of recording thereon, or copies thereof
                           together with an officer's certificate of Seller
                           certifying that such represent true and correct
                           copies of the originals and that such originals have
                           each been submitted for recordation in the
                           appropriate governmental recording office of the
                           jurisdiction where the Mortgaged Property is located;


                                      -33-



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

                                    F. the originals of all intervening
                           assignments of mortgage with evidence of recording
                           thereon, or copies thereof together with an officer's
                           certificate of Seller certifying that such represent
                           true and correct copies of the originals and that
                           such originals have each been submitted for
                           recordation in the appropriate governmental recording
                           office of the jurisdiction where the Mortgaged
                           Property is located;

                                    G. the original attorney's opinion of title
                           and abstract of title or the original mortgagee title
                           insurance policy, or if the original mortgagee title
                           insurance policy has not been issued, the irrevocable
                           marked commitment to issue the same;

                                    H. the original of any security agreement,
                           chattel mortgage or equivalent document executed in
                           connection with the Purchased Loan;

                                    I. the original assignment of leases and
                           rents, if any, with evidence of recording thereon, or
                           a copy thereof together with an officer's certificate
                           of Seller, certifying that such copy represents a
                           true and correct copy of the original that has been
                           submitted for recordation in the appropriate
                           governmental recording office of the jurisdiction
                           where the Mortgaged Property is located;

                                    J. the originals of all intervening
                           assignments of assignment of leases and rents, if
                           any, or copies thereof, with evidence of recording
                           thereon;

                                    K. a copy of the UCC-1 financing statements,
                           certified as true and correct by Seller, and all
                           necessary UCC-3 continuation statements with evidence
                           of filing thereon or copies thereof certified by
                           Seller to have been sent for filing, and UCC-3
                           assignments executed by Seller in blank, which UCC-3
                           assignments shall be in form and substance acceptable
                           for filing;

                                    L. a true and correct copy of the executed
                           irrevocable redirection letter in the form attached
                           hereto as Exhibit IX;

                                    M. an environmental indemnity agreement (if
                           any); N. an omnibus assignment in blank (if any);

                                    O. a disbursement letter from the Mortgagor
                           to the original mortgagee (if any); P. the
                           Mortgagor's certificate or title affidavit (if any);


                                      -34-



                                    Q. a survey of the Mortgaged Property (if
                           any) as accepted by the title company for issuance of
                           the Title Policy;

                                    R. a copy of the Mortgagor's opinion of
                           counsel (if any); S. an assignment of permits,
                           contracts and agreements (if any);

                                    T. all original letters of credit and
                           originals or certified copies of any interest rate
                           cap or swap agreements relating to such Purchased
                           Loan;

                                    U. in respect of any Purchased Loan as to
                           which the Mortgaged Property or underlying real
                           property, as applicable, consists of a leasehold
                           interest, the ground lease, memorandum of ground
                           lease and ground lessor consent and/or estoppel;

                                    V. the original of any participation
                           agreement, intercreditor agreement and/or servicing
                           agreement executed in connection with the Purchased
                           Loan;

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

                                    X. such other documents, agreements or
                           instruments as shall be reasonably requested by the
                           Buyer Agent.

                  7.5.2 With respect to each Purchased Loan which is an Eligible
         Mezzanine Loan (other than an Eligible Mezzanine Loan represented by a
         participation interest in a performing mezzanine loan) or an Eligible B
         Note (other than an Eligible B Note represented by a junior
         participation interest):

                                    A. the original Mezzanine Note signed in
                           connection with the Purchased Loan bearing all
                           intervening endorsements, endorsed "Pay to the order
                           of ________ without recourse" and signed in the name
                           of the Last Endorsee by an authorized Person (in the
                           event that the Mezzanine Note was acquired by the
                           Last Endorsee in a merger, the signature must be in
                           the following form: "[Last Endorsee], successor by
                           merger to [name of predecessor]"; in the event that
                           the Purchased Loan was acquired or originated by the
                           Last Endorsee while doing


                                      -35-



                           business under another name, the signature must be in
                           the following form: "[Last Endorsee], formerly known
                           as [previous name]");

                                    B. the original of the loan agreement and
                           the guarantee, if any, executed in connection with
                           the Purchased Loan;

                                    C. the original intercreditor or loan
                           coordination agreement, if any, executed in
                           connection with the Purchased Loan;

                                    D. the original security agreement executed
                           in connection with the Purchased Loan;

                                    E. copies of all documents relating to the
                           formation and organization of the borrower of such
                           Purchased Loan, together with all consents and
                           resolutions delivered in connection with such
                           borrower's obtaining the Purchased Loan;

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

                                    G. the assignment of Purchased Loan
                           sufficient to transfer to the applicable Buyer all of
                           Seller's rights, title and interest in and to the
                           Purchased Loan;

                                    H. a copy of the borrower's opinion of
                           counsel (if any);

                                    I. a copy of the UCC-1 financing statements,
                           certified as true and correct by Seller, and all
                           necessary UCC-3 continuation statements with evidence
                           of filing thereon or copies thereof certified by
                           Seller to have been sent for filing, and UCC-3
                           assignments executed by Seller in blank, which UCC-3
                           assignments shall be in form and substance acceptable
                           for filing;

                                    J. a true and correct copy of the executed
                           irrevocable redirection letter in the form attached
                           hereto as Exhibit IX;

                                    K. the original certificates representing
                           the pledged equity interests (if any);

                                    L. stock powers relating to each pledged
                           equity interest, executed in blank, if an original
                           stock certificate is provided;

                                    M. assignment of any management agreements,
                           agreements among equity interest holders or other
                           material contracts;


                                      -36-



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

                                    O. the original environmental indemnity
                           agreement, if any;

                                    P. all original letters of credit and
                           originals or certified copies of any interest rate
                           cap or swap agreements, if any; and

                                    Q. such other documents, agreements or
                           instruments as shall be reasonably requested by the
                           Buyer Agent.

                  7.5.3 With respect to each Purchased Loan which is an Eligible
         B Note represented by a junior participation interest or an Eligible
         Mezzanine Loan represented by a participation interest in a performing
         mezzanine loan:

                                    A. originals or copies of all of the
                           applicable documents described above with respect to
                           a Purchased Loan which is an Eligible First Mortgage
                           Loan or an Eligible Development Loan;

                                    B. the original of any participation
                           agreement, intercreditor agreement and/or servicing
                           agreement executed in connection with the Purchased
                           Loan; and

                                    C. the assignment of Purchased Loan
                           sufficient to transfer to the applicable Buyer all of
                           Seller's preferred equity rights, title and interest
                           in and to the Purchased Loan.

                  7.5.4 With respect to each Purchased Loan which is an Eligible
         Development Loan or an Eligible Bridge Loan, such documents listed in
         Section 7.5.1, 7.5.2 or 7.5.3, as applicable, and with respect to each
         Purchased Loan which is an Eligible Development Loan, a construction
         file containing all material plans and specifications, all contracts
         (including the general contract, the architect's contract, all material
         sub-contracts and all change orders), all borrower progress reports and
         all other material documents, in each case, contained in the related
         loan file.

         From time to time, Seller shall forward to the Custodian additional
original documents or additional documents evidencing any assumption,
modification, consolidation or extension of a Purchased Loan approved in
accordance with the terms of the Agreement, and upon receipt of any such other
documents, the Custodian shall hold such other documents as the Buyer Agent
shall request from time to time. With respect to any documents which have been
delivered or are being delivered to recording offices for recording and have not
been returned to Seller in time to permit their delivery hereunder at the time
required, in lieu of delivering such original documents, Seller shall deliver to
the Buyer Agent a true copy thereof with an officer's certificate certifying
that such copy is a true, correct and complete copy of the original, which has
been transmitted for recordation. Seller shall deliver such original documents
to the Custodian promptly when they are received. With respect to all of the
Purchased Loans


                                      -37-



delivered by Seller to the Buyer Agent for the benefit of the Buyers or its
designee (including the Custodian), Seller shall execute an omnibus power of
attorney substantially in the form of Exhibit V attached hereto irrevocably
appointing the Buyer Agent its attorney-in-fact with full power upon the
occurrence and during the continuance of an Event of Default to (i) complete and
record the Assignment of Mortgage, (ii) complete the endorsement of the Mortgage
Note or Mezzanine Note and (iii) take such other steps as may be necessary or
desirable to enforce Buyer's and the Buyer Agent's rights against such Purchased
Loans and the related Purchased Loan Files and the Servicing Records. The Buyer
Agent shall deposit the Purchased Loan Files representing the Purchased Loans,
or direct that the Purchased Loan Files be deposited directly, with the
Custodian. The Purchased Loan Files shall be maintained in accordance with the
Custodial Agreement. Any Purchased Loan Files not delivered to the Buyer Agent
or its designee (including the Custodian) are and shall be held in trust by
Seller or its designee for the benefit of the applicable Buyer as the owner
thereof. Seller or its designee shall maintain a copy of the Purchased Loan File
and the originals of the Purchased Loan File not delivered to the Buyer Agent or
its designee. The possession of the Purchased Loan File by Seller or its
designee is at the will of the applicable Buyer for the sole purpose of
servicing the related Purchased Loan, and such retention and possession by
Seller or its designee is in a custodial capacity only. The books and records
(including, without limitation, any computer records or tapes) of Seller or its
designee shall be marked appropriately to reflect clearly the sale of the
related Purchased Loan to the applicable Buyer. Seller or its designee
(including the Custodian) shall release its custody of the Purchased Loan File
only in accordance with written instructions from the Buyer Agent, unless such
release is required as incidental to the servicing of the Purchased Loans or is
in connection with a repurchase of any Purchased Loan by Seller.

         7.6 Unless an Event of Default on the part of Seller shall have
occurred and be continuing, the applicable Buyer shall exercise all voting and
corporate rights with respect to the Purchased Securities in accordance with
Seller's written instructions; provided, however, that such Buyer shall not be
required to follow Seller's instructions concerning any vote or corporate right
if doing so would, in such Buyer's business judgment, impair the Purchased
Securities or be inconsistent with or result in any violation of any provision
of the Transaction Documents. Upon the occurrence and during the continuation of
an Event of Default on the part of Seller, such Buyer shall be entitled to
exercise all voting and corporate rights with respect to the Purchased
Securities without regard to Seller's instructions (including, but not limited
to, if an Act of Insolvency shall occur with respect to Seller or the Sponsor,
to the extent Seller controls or is entitled to control selection of the special
servicer, such Buyer may transfer such special servicing to an entity
satisfactory to such Buyer or the Buyer Agent).

8.       SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED SECURITIES

         The provisions of Paragraph 8 of the Agreement are hereby modified and
superseded in their respective entireties by the following provisions of this
Section 8:

         8.1 Title to all Purchased Assets shall pass to the applicable Buyer on
the applicable Purchase Date, and such Buyer shall have free and unrestricted
use of all Purchased Assets. Nothing in the Agreement or any other Transaction
Document shall preclude the applicable Buyer from engaging in repurchase
transactions with the Purchased Assets or


                                      -38-



otherwise selling, transferring, pledging, repledging, hypothecating, or
rehypothecating the Purchased Assets, but no such transaction shall relieve such
Buyer of its obligations under Section 17 or such Buyer's obligations to
transfer the Purchased Assets to Seller pursuant to Section 3 or 14 of this
Annex I or of such Buyer's obligation to credit or pay Income to, or apply
Income to the obligations of, Seller pursuant to Section 5 hereof.

         8.2 Nothing contained in the Agreement or any other Transaction
Document shall obligate the applicable Buyer to segregate any Purchased Asset
delivered to such Buyer or the Buyer Agent by Seller. Notwithstanding anything
to the contrary in the Agreement or any other Transaction Document, no Purchased
Asset shall remain in the custody of Seller or an Affiliate of Seller.

9.       SUBSTITUTION

         Paragraph 9 of the Agreement ("Substitution") is hereby deleted in its
entirety and replaced by the following:

         In the case of any Transaction for which the Termination Date is other
than the Business Day immediately following the Purchase Date and with respect
to which Seller does not have any existing right to substitute substantially the
same Eligible Loans or Eligible Securities for the related Purchased Assets,
Seller shall have the right, subject to the proviso to this sentence, upon
notice to the Buyer Agent, which notice shall be given at or prior to 11:00 a.m.
(New York time) on such Business Day, to substitute substantially the same
Eligible Loans or Eligible Securities, as applicable, for any Purchased Asset;
provided, however, that the Buyer Agent may elect, by the close of business on
the Business Day notice is received, or by the close of the next Business Day if
notice is given after 11:00 a.m. (New York time) on such day, not to accept such
substitution. Any failure by the Buyer Agent to respond to such notice shall be
deemed to be an election by the Buyer Agent not to accept such substitution. In
the event such substitution is accepted by the Buyer Agent, such substitution
shall be made by Seller's transfer to the Buyer Agent of such other Eligible
Loans or Eligible Securities and the Buyer Agent's transfer to Seller of such
Purchased Assets and after substitution, the substituted Eligible Loans or
Eligible Securities shall be deemed to be Purchased Assets. In the event the
Buyer Agent elects (or is deemed to elect) not to accept such substitution, the
Buyer Agent, on behalf of the applicable Buyer, shall offer Seller the right to
terminate the Transaction.

10.      REPRESENTATIONS

         10.1 In addition to the representations and warranties appearing in
Paragraph 10 of the Agreement, Seller represents and warrants to the Buyer
Parties that as of the Purchase Date for the purchase of any Purchased Assets by
any Buyer from Seller and any Transaction thereunder and as of the date of the
Agreement and at all times while the Agreement and any Transaction thereunder is
in full force and effect:

                  10.1.1 Organization. Seller is duly organized, validly
         existing and in good standing under the laws and regulations of the
         state of Seller's organization and is duly licensed, qualified, and in
         good standing in every state where such licensing or qualification is
         necessary for the transaction of Seller's business, except to the
         extent that


                                      -39-



         the failure to be so qualified could not reasonably be expected to have
         a material adverse effect on the validity of the Transaction Documents
         or the Purchased Assets. Seller has the power to own and hold the
         assets it purports to own and hold, and to carry on its business as now
         being conducted and proposed to be conducted, and has the power to
         execute, deliver, and perform its obligations under the Agreement and
         the other Transaction Documents.

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

                  10.1.3 Non-Contravention. Neither the execution and delivery
         of the Transaction Documents, nor consummation by Seller of the
         transactions contemplated by the Transaction Documents (or any of
         them), nor compliance by Seller with the terms, conditions and
         provisions of the Transaction Documents (or any of them) will conflict
         with or result in a breach of any of the terms, conditions or
         provisions of (i) the limited liability company agreement of Seller,
         (ii) any contractual obligation to which Seller is now a party or the
         rights under which have been assigned to Seller or the obligations
         under which have been assumed by Seller or to which the assets of
         Seller are subject or constitute a default thereunder, or result
         thereunder in the creation or imposition of any lien upon any of the
         assets of Seller, other than pursuant to the Transaction Documents,
         (iii) any judgment or order, writ, injunction, decree or demand of any
         court applicable to Seller, or (iv) any applicable Requirement of Law,
         to the extent that such default, conflict or breach would have a
         material adverse effect upon Seller's ability to perform its
         obligations hereunder. Seller has all necessary licenses, permits and
         other consents from Governmental Authorities necessary to acquire, own
         and sell the Purchased Assets and for the performance of its
         obligations under the Transaction Documents.

                  10.1.4 Litigation; Requirements of Law. There is no action,
         suit, proceeding, investigation, or arbitration pending or, to the best
         knowledge of Seller, threatened against Seller or any of its assets,
         which may result in any material adverse change in the business,
         operations, financial condition, properties, or assets of Seller, or
         which may have an adverse effect on the validity of the Transaction
         Documents or the Purchased Assets or any material action taken or to be
         taken in connection with the obligations of Seller under any of the
         Transaction Documents. Seller is in compliance in all material respects
         with all Requirements of Law. Seller is not in default in any material
         respect with respect to any judgment, order, writ, injunction, decree,
         rule or regulation of any arbitrator or Governmental Authority.

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


                                      -40-



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

                  10.1.7 No Default. No Default or Event of Default exists under
         or with respect to the Transaction Documents.

                  10.1.8 Representations in Securitization Documents. All of the
         Purchased Securities have been validly issued and are fully paid and
         nonassessable and not subject to preemptive rights and have been
         offered, issued and sold in compliance with all Requirements of Law.
         The Securitization Documents are genuine, in full force and effect and
         the legal, valid and binding obligation of the parties thereto,
         enforceable in accordance with their terms, subject to bankruptcy,
         insolvency, and other limitations on creditors' rights generally and to
         equitable principles. Seller has not waived the performance of any
         action or any default, breach or violation resulting from action or
         inaction under a Securitization Document and has not been made aware of
         any such waiver. Except as disclosed to the Buyer Agent in writing,
         there is no default, breach, violation or event of acceleration
         existing under a Securitization Document and no event has occurred
         which, with the passage of time or giving of notice or both and the
         expiration of any grace or cure period, would constitute a default,
         breach, violation or event of acceleration thereunder. Each Purchased
         Security is freely assignable and the related Securitization Documents
         permit Seller to sell, assign or pledge such Purchased Security.

                  10.1.9 Representations and Warranties Regarding Purchased
         Loans; Delivery of Purchased Loan File. Seller represents and warrants
         to the Buyer Parties that each Purchased Loan sold hereunder and each
         pool of Purchased Loans sold in a Transaction hereunder, as of each
         Purchase Date for a Transaction, conform in all material respects to
         the applicable representations and warranties set forth in Exhibit VI
         attached hereto, except as disclosed to the Buyer Agent in writing. It
         is understood and agreed that the representations and warranties set
         forth in Exhibit VI hereto, if any, shall survive delivery of the
         respective Purchased Loan File to the Buyer Agent or its designee
         (including the Custodian) to the extent permitted by applicable law.
         With respect to each Purchased Loan, the Mortgage Note or Mezzanine
         Note, the Mortgage (if any), the Assignment of Mortgage (if any) and
         any other documents required to be delivered under


                                      -41-



         this Agreement and the Custodial Agreement for such Purchased Loan have
         been delivered to the Buyer Agent or the Custodian on its behalf.
         Except as otherwise disclosed to the Buyer Agent, Seller or its
         designee is in possession of a complete, true and accurate Purchased
         Loan File with respect to each Purchased Loan, except for such
         documents the originals of which have been delivered to the Custodian.

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

                  10.1.11 Consents. No consent, approval or other action of, or
         filing by Seller with, any Governmental Authority or any other Person
         is required to authorize, or is otherwise required in connection with,
         the execution, delivery and performance of any of the Transaction
         Documents by Seller (other than consents, approvals and filings that
         have been obtained or made, as applicable). 10.1.12 Members. Seller
         does not have any members other than the Sponsor.

                  10.1.13 Organizational Documents. Seller has delivered to the
         Buyer Agent certified copies of its certificate of formation and
         limited liability company agreement, together with all amendments
         thereto.

                  10.1.14 No Encumbrances. Except as a result of entering into
         the Agreement, there are (i) no outstanding rights, options, warrants
         or agreements on the part of Seller for a purchase, sale or issuance,
         in connection with the Purchased Assets, (ii) no agreements on the part
         of Seller to issue, sell or distribute the Purchased Assets, and (iii)
         no obligations on the part of Seller (contingent or otherwise) to
         purchase, redeem or otherwise acquire any securities or any interest
         therein or to pay any dividend.

                  10.1.15 Federal Regulations. Seller is not (i) an "investment
         company," or a company "controlled by an investment company," within
         the meaning of the Investment Company Act of 1940, as amended, or (ii)
         a "holding company," or a "subsidiary company of a holding company," or
         an "affiliate" of either a "holding company" or a "subsidiary company
         of a holding company," as such terms are defined in the Public Utility
         Holding Company Act of 1935, as amended.

                  10.1.16 Taxes. Seller has filed or caused to be filed all tax
         returns which to the knowledge of Seller would be delinquent if they
         had not been filed on or before the date hereof and has paid all taxes
         shown to be due and payable on or before the date


                                      -42-



         hereof on such returns or on any assessments made against it or any of
         its property and all other taxes, fees or other charges imposed on it
         and any of its assets by any Governmental Authority, except for such
         taxes as are being appropriately contested in good faith by appropriate
         proceedings diligently conducted and with respect to which adequate
         reserves have been provided in accordance with GAAP; no tax liens have
         been filed against any of Seller's assets and, to Seller's knowledge,
         no claims are being asserted with respect to any such taxes, fees or
         other charges.

                  10.1.17 ERISA. Seller does not have any Plans or any ERISA
         Affiliates and makes no contributions to any Plans or any Multiemployer
         Plans.

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

                  10.1.19 Specified Data. All Specified Data concerning Seller,
         Sponsor and the Purchased Assets that has been delivered by or on
         behalf of Seller to the Buyer Agent under or in connection with the
         Agreement or by or on behalf of Sponsor to the Buyer Agent under or in
         connection with the Guaranty is true, complete and correct in all
         material respects as of the date of delivery (or if stated to have been
         prepared as of an earlier date, as of such earlier date).

                  10.1.20 Location of Seller. On the date of the Agreement,
         Seller's principal place of business is located at c/o BlackRock
         Financial Management, Inc., 40 East 52nd Street, New York, New York
         10022. Seller's jurisdiction of organization is the State of Delaware.
         The location where Seller keeps its books and records, including all
         computer tapes and records relating to the Purchased Assets, is its
         principal place of business.

         10.2 On the Purchase Date for any Transaction, Seller shall be deemed
to have made all of the representations set forth in Section 10.1 of this Annex
I as of such Purchase Date.

11.      NEGATIVE COVENANTS OF SELLER

         On and as of the date hereof and each Purchase Date and until the
Agreement and this Annex I are no longer in force with respect to any
Transaction, a Material Adverse Change shall not have occurred and Seller shall
not without the prior written consent of the Buyer Agent:

         11.1 take any action which would directly or indirectly impair or
adversely affect the applicable Buyer's title to the Purchased Assets;

         11.2 transfer, assign, convey, grant, bargain, sell, set over, deliver
or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any
interest in the Purchased Assets (or any of them) to any Person other than the
Buyer Parties, or engage in repurchase transactions or similar transactions with
respect to the Purchased Assets (or any of them) with any Person other than
Buyer so long as such Purchased Assets are subject to the Agreement;


                                      -43-



         11.3 create, incur or permit to exist any lien, encumbrance or security
interest in or on any of the Purchased Assets subject to the security interest
granted by Seller pursuant to Section 6 of this Annex I, except as described in
Section 6 of this Annex I;

         11.4 modify or terminate any of the organizational documents of Seller;

         11.5 consent or assent to any amendment or supplement to, or
termination of, any Securitization Document, any note, loan agreement, mortgage
or guaranty relating to the Purchased Loans or other material agreement or
instrument relating to the Purchased Assets other than in accordance with
Section 7.6 or a Permitted Purchased Loan Modification; provided, that the Buyer
Agent agrees to not unreasonably withhold, delay or condition a written request
from Seller to consent to an amendment to a Purchased Loan, to use its best
efforts to respond to any such written request within five (5) Business Days and
to respond to any such written request in any event within seven (7) Business
Days;

         11.6 admit any additional members in Seller, or permit the sole member
in Seller to assign or transfer all or any portion of its member interest in
Seller;

         11.7 at any time during which an Event of Default on the part of Seller
has occurred and is continuing, vote or take any action to permit any rights
afforded to a holder of the Purchased Securities under the related
Securitization Documents; or 11.8 after the occurrence and during the
continuation of any Default or Event of Default, make any distribution, payment
on account of, or set apart assets for, a sinking or other analogous fund for
the purchase, redemption, defeasance, retirement or other acquisition of any
equity or ownership interest of Seller, whether now or hereafter outstanding, or
make any other distribution in respect thereof, either directly or indirectly,
whether in cash or property or in obligations of Seller.

12.      AFFIRMATIVE COVENANTS OF SELLER

         12.1 Seller shall promptly notify the Buyer Agent of any material
adverse change in respect of any of the property, business, operations or
financial condition of Sponsor and its consolidated Subsidiaries, taken as a
whole; provided, however, that nothing in this Section 12 shall relieve Seller
of its obligations under the Agreement.

         12.2 Seller shall provide the Buyer Agent with copies of such documents
as the Buyer Agent may reasonably request evidencing the truthfulness of the
representations set forth in Section 10.

         12.3 Seller (i) shall defend the right, title and interest of the
applicable Buyer in and to the Purchased Assets against, and take such other
action as is necessary to remove, the Liens, security interests, claims and
demands of all Persons (other than security interests by or through the Buyer
Agent for the benefit of the Buyers), and (ii) shall, at the Buyer Agent's
reasonable request, take all action necessary to ensure that the Buyer Agent
will have a first priority security interest in the Purchased Assets subject to
any of the Transactions in the event such Transactions are recharacterized as
secured financings.


                                      -44-



         12.4 Seller shall notify the Buyer Agent and the Account Bank of the
occurrence of any Default or Event of Default with respect to Seller as soon as
possible but in no event later than the second (2nd) Business Day after
obtaining actual knowledge of such event.

         12.5 If an Act of Insolvency occurs with respect to Seller or Sponsor,
Seller shall permit the applicable Buyer and the Buyer Agent to transfer
servicing and/or special servicing with respect to all mortgage loans underlying
the Purchased Securities to an entity satisfactory to the Buyer Agent, to the
extent Seller controls or is entitled to control the selection of the servicer
and/or special servicer, as the case may be.

         12.6 Seller shall promptly (and in any event not later than two (2)
Business Days following receipt) deliver to the Buyer Agent (i) any notice of
the occurrence of an event of default, notice of condemnation, casualty or
environmental contamination with respect to or report received by or required to
be delivered by Seller pursuant to the Securitization Documents, (ii) any notice
of transfer of servicing under the Securitization Documents, (iii) any notice of
termination or other unwind of any Hedging Agreement and (iv) any other
information with respect to the Purchased Assets as may be reasonably requested
by the Buyer Agent from time to time to the extent such information is in
Seller's possession or can be obtained by Seller at a reasonable cost.

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

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

         12.9 At any time from time to time upon prior written request of the
Buyer Agent, at the sole expense of Seller, Seller will promptly and duly
execute and deliver such further instruments and documents and take such further
actions as the Buyer Agent may reasonably request for the purposes of obtaining
or preserving the full benefits of the Agreement including the first priority
security interest granted hereunder and of the rights and powers herein


                                      -45-



granted (including, among other things, filing such UCC financing statements as
the Buyer Agent may reasonably request). If any amount payable under or in
connection with any of the Purchased Assets shall be or become evidenced by any
promissory note, other instrument or chattel paper, such note, instrument or
chattel paper shall be promptly delivered to the Buyer Agent, duly endorsed in a
manner satisfactory to the Buyer Agent, to be held as a Purchased Asset under
the related Transaction pursuant to the Agreement, and the documents delivered
in connection herewith.

         12.10 Seller shall provide the Buyer Agent with the following financial
and reporting information:

                  12.10.1 within ten (10) days after the last day of each month,
         (i) a listing of all Purchased Assets and (ii) such financial
         statements, rent rolls and other information for each Purchased Asset,
         to the extent the underlying borrower or obligor under such Purchased
         Asset is obligated to provide such information to Seller;

                  12.10.2 within forty-five (45) days after the last day of the
         first three fiscal quarters in any fiscal year, Sponsor's unaudited
         consolidated statement of income and statements of changes in cash flow
         for such quarter and balance sheet as of the end of such quarter, in
         each case presented fairly in accordance with GAAP and certified as
         being true and correct by an officer's certificate;

                  12.10.3 within ninety (90) days after the last day of its
         fiscal year, Sponsor's audited consolidated statement of income and
         statement of changes in cash flow for such year and balance sheet as of
         the end of such year, in each case presented fairly in accordance with
         GAAP, and accompanied, in all cases, by an unqualified report of a
         nationally recognized independent certified public accounting firm;

                  12.10.4 within forty-five (45) days after the last day of the
         first three fiscal quarters in any fiscal year, an unaudited statement
         of Seller's income and expenses for such quarter and assets and
         liabilities as of the end of such quarter;

                  12.10.5 within ninety (90) days after the last day of its
         fiscal year, an unaudited statement of Seller's income and expenses for
         such year and assets and liabilities as of the end of such year;

                  12.10.6 within forty-five (45) days after the last day of each
         calendar quarter in any fiscal year, an officer's certificate from
         Seller addressed to the Buyer Agent certifying that, as of such
         calendar month, (i) Seller is in compliance with all of the terms,
         conditions and requirements of the Agreement, and (ii) no Event of
         Default exists;

                  12.10.7 promptly following the implementation of any
         Underwriting Guidelines, a true and correct copy of such Underwriting
         Guidelines;

                  12.10.8 within forty-five (45) days after the last day of each
         calendar quarter, a report describing Seller's hedging activities in
         reasonable detail; and


                                      -46-



                  12.10.9 within twenty (20) days after each month's end, a
         monthly reporting package containing all information set forth on
         Exhibit III attached hereto.

         12.11 Seller shall at all times comply in all material respects with
all laws, ordinances, rules and regulations of any federal, state, municipal or
other public authority having jurisdiction over Seller or any of its assets and
Seller shall do or cause to be done all things reasonably necessary to preserve
and maintain in full force and effect its legal existence, and all licenses
material to its business.

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

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

         12.14 Seller shall advise the Buyer Agent in writing of any change in
Seller's name or jurisdiction of organization and of any change in the places
where the books and records pertaining to the Purchased Assets are held not less
than fifteen (15) Business Days prior to taking any such action.

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

         12.16 Seller shall provide the Buyer Agent with operating statements,
the occupancy status and other property level information within Seller's
possession, with respect to the Mortgaged Properties, and similar reports within
Seller's possession, in each case, as reasonably requested by the Buyer Agent.

13.      SINGLE-PURPOSE ENTITY

         Seller hereby represents and warrants to the Buyer Parties, and
covenants with the Buyer Parties, that as of the date hereof and so long as any
of the Transaction Documents shall remain in effect:


                                      -47-



         13.1 It is and intends to remain solvent and it has paid and will pay
its debts and liabilities (including employment and overhead expenses) from its
own assets as the same shall become due.

         13.2 It has complied and will comply with the provisions of its
certificate of formation and its limited liability company agreement.

         13.3 It has done or caused to be done and will do all things necessary
to observe limited liability company formalities and to preserve its existence.

         13.4 It has maintained and will maintain all of its books, records,
financial statements and bank accounts separate from those of its Affiliates,
its members and any other Person, and it will file its own tax returns (except
to the extent that it is a tax-disregarded entity not required to file tax
returns under applicable law and its assets will not be included on any
financial statement of any of its Affiliates); provided, however, that it may
permit its assets to be included in a consolidated financial statement of its
Affiliate; provided that (i) appropriate notation shall be made on such
consolidated financial statements to indicate the separateness of it from such
Affiliate and to indicate that its assets and credit are not available to
satisfy the debts and other obligations of such Affiliate or any other Person
and (ii) such assets shall also be listed on its own separate balance sheet.

         13.5 It has been, is and will be, and at all times will hold itself out
to the public as, a legal entity separate and distinct from any other entity
(including any Affiliate), shall correct any known misunderstanding regarding
its status as a separate entity, shall conduct business in its own name, shall
not identify itself or any of its Affiliates as a division or part of the other,
shall maintain and utilize separate stationery, invoices and checks bearing its
own name, and shall pay to any Affiliate that incurs costs for office space and
administrative services that it uses, the amount of such costs allocable to its
use of such office space and administrative services.

         13.6 It has not owned and will not own any property or any other assets
other than the Purchased Assets, cash and its interest under any associated
Hedging Agreements.

         13.7 It has not engaged and will not engage in any business other than
the acquisition, ownership, financing and disposition of Purchased Assets in
accordance with the applicable provisions of the Transaction Documents.

         13.8 Other than capital contributions and distributions permitted under
its organizational documents and the Transaction Documents, and transactions
otherwise contemplated by the Transaction Documents, it has not entered into,
and will not enter into any transaction, contract or agreement with any of its
Affiliates, except upon terms and conditions commercially reasonable and
substantially similar to those that would be available on an arm's-length basis
with Persons other than such Affiliate.

         13.9 It has not incurred and will not incur any indebtedness or
obligation, secured or unsecured, direct or indirect, absolute or contingent
(including guaranteeing any obligation), other than, to the extent permitted
under the Transaction Documents, (i) obligations under the Transaction Documents
and (ii) unsecured trade payables, in an aggregate amount not


                                      -48-



to exceed $1,000,000 at any one time outstanding, incurred in the ordinary
course of acquiring, owning, financing and disposing of Purchased Assets;
provided, however, that any such trade payables incurred by Seller shall be paid
within thirty (30) days of the date incurred.

         13.10 It has not made and will not make any loans or advances to any
other Person, and shall not acquire obligations or securities of any member or
any Affiliate of any member (other than in connection with the acquisition of
the Purchased Assets) or any other Person.

         13.11 It will maintain adequate capital for the normal obligations
reasonably foreseeable in a business of its size and character and in light of
its contemplated business operations.

         13.12 Neither it nor its sole member will seek its dissolution,
liquidation or winding up, in whole or in part, or suffer any Change of Control,
consolidation or merger with respect to Seller or the Sponsor.

         13.13 It will not commingle its funds or other assets with those of any
of its Affiliates or any other Person.

         13.14 It has maintained and will maintain its assets in such a manner
that it will not be costly or difficult to segregate, ascertain or identify its
individual assets from those of any of its Affiliates or any other Person.

         13.15 It has not held and will not hold itself out to be responsible
for the debts or obligations of any other Person.

         13.16 Seller shall not permit its sole member to take any of the
following actions with respect to Seller: (i) dissolve or liquidate, in whole or
in part; (ii) consolidate or merge with or into any other entity or convey or
transfer all or substantially all of its properties and assets to any entity;
(iii) institute any proceeding to be adjudicated as bankrupt or insolvent, or
consent to the institution of bankruptcy or insolvency proceedings against it,
or file a petition or answer or consent seeking reorganization or relief under
the Bankruptcy Code or consent to the filing of any such petition or to the
appointment of a receiver, rehabilitator, conservator, liquidator, assignee,
trustee or sequestrator (or other similar official) of such member or Seller or
of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, or make an assignment for the benefit of creditors,
or admit in writing its inability to pay its debts generally as they become due,
or take any action in furtherance of any of the foregoing; (iv) amend the
certificate of formation or limited liability company agreement of Seller; (v)
enter into any transaction with an Affiliate not in the ordinary course of
Seller's business; or (vi) withdraw as the sole member of Seller.

         13.17 It has no liabilities, contingent or otherwise, other than those
normal and incidental to the acquisition, ownership, financing and disposition
of Purchased Assets.

         13.18 It has conducted and shall conduct its business consistent with
the requirements of being a Single-Purpose Entity.


                                      -49-



         13.19 It shall maintain a sufficient number of employees in light of
its contemplated business operations, provided that such number may be zero.

         13.20 It shall not pledge its assets to secure the obligations of any
other Person, other than the Buyer Agent, for the benefit of the Buyers.

         13.21 It shall not guarantee or become obligated for the debts of any
other Person.

         13.22 It shall not form, acquire or hold any subsidiary, or own any
equity interest in any other entity except interests that are part of the
Purchased Assets (or assets which are proposed to become Purchased Assets) or
that are acquired in any foreclosure on, or other realization of collateral
from, any of the Purchased Assets that is a mezzanine loan.

14.      EVENTS OF DEFAULT; REMEDIES

         Paragraph 11 of the Agreement is hereby modified in its entirety as set
forth in this Section 14 of this Annex I.

         14.1 After the occurrence and during the continuance of an Event of
Default on the part of Seller, Seller hereby appoints the Buyer Agent as
attorney-in-fact of Seller for the purpose of carrying out the provisions of the
Agreement and taking any action and executing or endorsing any instruments that
the Buyer Agent may deem necessary or advisable to accomplish the purposes
hereof, which appointment as attorney-in-fact is irrevocable and coupled with an
interest. Each of the following shall constitute an "Event of Default"
hereunder:

                  14.1.1 Payment Failure. (i) Failure of Buyer or the Buyer
         Agent to receive on any Remittance Date the accreted value of the Price
         Differential (less any amount of such Price Differential previously
         paid by Seller to Buyer or the Buyer Agent, for the account of the
         Buyers) (including, without limitation, in the event the Income paid or
         distributed on or in respect of the Purchased Assets is insufficient to
         make such payment and Seller does not make such payment or cause such
         payment to be made) (except that such failure shall not be an Event of
         Default by Seller if sufficient Income, other than Principal Payments,
         is on deposit in the Cash Management Account and the Account Bank fails
         to remit such funds to the Buyer Agent, for the account of the Buyers)
         or (ii) failure of Seller to make any other payment owing to any Buyer
         Party which has become due, whether by acceleration or otherwise under
         the terms of this Agreement which failure is not remedied within the
         applicable period (in the case of a failure pursuant to Paragraph 4) or
         five (5) Business Days (in the case of any other such failure).

                  14.1.2 Assignment. Assignment or purported assignment by
         Seller of the Agreement or any of its rights hereunder, without
         obtaining the prior written consent of the Buyer Agent.

                  14.1.3 Breach of Financial Covenant. A breach by Sponsor of
         any of the financial covenants contained in Section 5 of the Guaranty.


                                      -50-



                  14.1.4 Breach of Other Representation. Any representation or
         warranty made or deemed made by the Seller herein or the Sponsor in the
         Guaranty shall prove to have been incorrect in any material respect on
         or as of the date made or deemed made (other than the representations
         and warranties set forth in Section 10.1.8, 10.1.9 or 10.1.19 (in the
         case of Section 10.1.19, with respect to the affected Purchased Assets
         only), which shall not be considered an Event of Default but shall be
         considered solely for the purpose of determining whether such Purchased
         Asset is an Eligible Loan or Eligible Security, as applicable, unless
         Seller shall have made any such representation with knowledge that it
         was materially incorrect or untrue at the time made).

                  14.1.5 Breach of Agreement. A breach by Seller in the
         observance or performance of any agreement contained in (i) Section
         12.1, 12.2, 12.6, 12.7, 12.10, 12.14, 12.16 or 13 of this Annex I,
         which breach shall continue unremedied for a period of five (5)
         Business Days following the earlier of (A) the date on which Seller
         obtains actual knowledge of such breach and (B) the date on which the
         Buyer Agent notifies Seller in writing of such breach, (ii) Section 11
         (other than in respect of the introductory clause to Section 11
         relating to the occurrence of a material adverse change), or Section
         12.4 of this Annex I, or (iii) the introductory clause to Section 11
         relating to the occurrence of a material adverse change and such
         material adverse change is not remedied within forty-five (45) days
         following the earlier of (A) the date on which Seller obtains actual
         knowledge of any material adverse change in respect of any of the
         property, business, operations or financial condition of the Sponsor
         and its consolidated subsidiaries, taken as a whole, and (B) the date
         on which the Buyer Agent notifies Seller in writing of a Material
         Adverse Change.

                  14.1.6 Change of Control. The occurrence of a Change of
         Control.

                  14.1.7 Failure to Transfer. Buyer Agent, for the benefit of
         the Buyers, fails to receive any Purchased Assets on the applicable
         Purchase Date in accordance with the terms of the Custodial Agreement
         and such failure remains uncured for two (2) Business Days after the
         later of (i) the date on which the related Purchase Price was released
         to Seller and (ii) the date on which the Buyer Agent notifies Seller in
         writing of such failure.

                  14.1.8 Judgment. (i) A final judgment by any competent court,
         administrative tribunal, or other body having jurisdiction in the
         United States of America for the payment of money shall have been
         rendered against Seller in an amount in excess of $1,000,000 that
         remains undischarged or unpaid for a period of thirty (30) days, during
         which period execution of such judgment is not effectively stayed by
         bonding over or other means acceptable to the Buyer Agent or (ii) a
         final judgment by any competent court, administrative tribunal, or
         other body having jurisdiction in the United States of America for the
         payment of money shall have been rendered against Sponsor in an amount
         in excess of (A) $5,000,000, if the net worth of Sponsor is less than
         $250,000,000 or (B) $10,000,000, if the net worth of Sponsor is greater
         than or equal to $250,000,000.

                  14.1.9 Government Action. Any Governmental Authority or any
         person, agency or entity acting under governmental authority shall have
         taken any action


                                      -51-



         to condemn, seize or appropriate, or to assume custody or control of,
         all or any substantial part of the property of Seller or Sponsor, or
         shall have taken any actionto displace the management of Seller or
         Sponsor or to curtail its authority in any material respect in the
         conduct of the business of Seller or Sponsor, or shall take any action
         in the nature of enforcement to remove, limit or restrict the approval
         of Seller or Sponsor thereof as an issuer, the Buyer Parties or a
         seller/servicer of Purchased Assets or securities backed thereby, and
         such action provided for in this paragraph shall not have been
         discontinued or stayed within thirty (30) days.

                  14.1.10 Security Interest. Either (i) in the case of any
         Transaction that is properly characterized as a sale of the related
         Purchased Asset to the applicable Buyer, the Transaction Documents
         shall for any reason not cause, or shall cease to cause, such Buyer to
         be the owner free of any adverse claim of such Purchased Asset or (ii)
         in the case of any Transaction that is recharacterized as a secured
         financing of the related Purchased Asset by the applicable Buyer, the
         Transaction Documents shall for any reason cease to create a valid
         first priority security interest in favor of the Buyer Agent, for the
         benefit of the Buyers, in such Purchased Asset.

                  14.1.11 Financial Statements. Any audited annual financial
         statements of Seller or Sponsor or the notes thereto or other opinions
         or conclusions stated therein shall be qualified or limited by
         reference to the status of Seller or Sponsor, as applicable, as a
         "going concern" or a reference of similar import.

                  14.1.12 Insolvency. An Act of Insolvency shall have occurred
         with respect to Seller or Sponsor.

                  14.1.13 Inability to Perform. An officer of Seller or Sponsor
         shall admit its inability to, or its intention not to, perform any of
         the obligations of Seller or Sponsor, as the case may be, hereunder or
         under any other Transaction Documents.

                  14.1.14 REIT Status. Sponsor shall have failed to maintain its
         status as a REIT.

                  14.1.15 Other Breach. A breach by Seller in the observance or
         performance of any other agreement contained in the Agreement, other
         than as specifically otherwise referred to in this definition of "Event
         of Default," and such breach is not remedied within thirty (30) days
         following the earlier of (i) the date on which Seller obtains actual
         knowledge of such breach and (ii) the date on which the Buyer Agent
         notifies Seller in writing of such breach; provided, that as long as
         Seller is diligently attempting to cure such breach, such cure period
         shall be extended by an additional period as may be required to cure
         such breach but in no event by more than thirty (30) additional days.

                  14.1.16 Cross Default. Sponsor shall have defaulted or failed
         to perform under (i) any BOA Indebtedness or (ii) any note, indenture,
         loan agreement, guaranty, swap agreement or any other contract,
         agreement or transaction to which it is a party, which default (A)
         involves the failure to pay a matured obligation in excess of


                                      -52-



         (I) $5,000,000, if the net worth of Sponsor is less than $250,000,000
         or (II) $10,000,000, if the net worth of Sponsor is greater than or
         equal to $250,000,000 or (B) permits the acceleration of the maturity
         of obligations by any other party to or beneficiary of such note,
         indenture, loan agreement, guaranty, swap agreement or other contract
         agreement or transaction, or Sponsor shall breach any covenant or
         condition, shall fail to perform, admits its inability to perform or
         states its intention not to perform its obligations under any
         Transaction or in respect of any repurchase agreement, reverse
         repurchase agreement, securities contract or derivative transaction
         with any party; provided, however, that any such default, failure to
         perform or breach shall not constitute an Event of Default if Sponsor
         cures such default, failure to perform or breach, as the case may be,
         within the grace period, if any, provided under the applicable
         agreement.

                  14.1.17 Financial Statements. Any audited annual financial
         statements of Sponsor (or the notes thereto or other opinions or
         conclusions stated therein) shall be qualified or limited by reference
         to the status of Sponsor as a "going concern" or a reference of similar
         import.

                  14.1.18 Servicer. A failure by the Servicer to comply with the
         provisions of Section 22.5(i) and such failure has not been remedied
         within 5 Business Days and such Servicer has not been replaced by a
         substitute servicer reasonably acceptable to the Buyer Agent within 20
         Business Days after the expiration of such cure period.

         An Event of Default with respect to Seller shall be deemed to be
continuing unless expressly waived by the Buyer Agent in writing or cured. 14.2
If an Event of Default shall occur and be continuing, the following rights and
remedies shall be available to the Buyer Parties:

                  14.2.1 Acceleration. The Buyer Agent may, at its option, upon
         written notice to Seller, accelerate the Termination Date for each
         Transaction hereunder, if such Termination Date has not already
         occurred (except that, in the event that the Purchase Date for any
         Transaction has not yet occurred as of the date of such acceleration,
         such Transaction shall be deemed immediately canceled); provided, that
         upon the occurrence of an Act of Insolvency of Seller or Sponsor, such
         acceleration shall occur automatically without the requirement of
         notice to Seller or any other action by the Buyer Agent. The date on
         which such option is exercised or such acceleration occurs
         automatically being referred to hereinafter as the "Accelerated
         Termination Date".

                  14.2.2 Actions Upon Acceleration. If the Buyer Agent exercises
         the option referred to in Section 14.2.1 above (or acceleration occurs
         automatically as set forth in Section 14.2.1), (i) Seller's obligations
         in such Transactions to repurchase all Purchased Assets, at the
         Repurchase Price therefor on the Accelerated Termination Date, shall
         thereupon become immediately due and payable and (ii) all Income paid
         after such acceleration shall be retained by the Buyer Agent, for the
         benefit of the Buyers, and applied to the Repurchase Prices hereunder
         and all other obligations of Seller hereunder in the manner the Buyer
         Agent deems appropriate in its sole discretion.


                                      -53-



                  14.2.3 Possession. The Buyer Agent, for the benefit of the
         Buyers, also shall have the right to obtain physical possession, and to
         continue an action to obtain physical possession, of any and all
         records and files of Seller relating to the Purchased Assets and all
         documents relating to the Purchased Assets (including, without
         limitation, any legal, credit or servicing files relating to the
         Purchased Assets) which are then or may thereafter come into the
         possession of Seller or any Servicer.

                  14.2.4 Collections. The Buyer Agent shall have the right to
         direct all Servicers then servicing any Purchased Assets to remit all
         collections thereon to the Buyer Agent, for the benefit of the Buyers,
         and if any payments are received by Seller, Seller shall not commingle
         the amounts received with other funds of Seller and shall promptly pay
         them over to the Buyer Agent, for the benefit of the Buyers. The Buyer
         Agent shall also have the right to terminate any one or all of the
         Servicers then servicing any Purchased Assets with or without cause.

                  14.2.5 Liquidation. The Buyer Agent shall deliver to Seller
         notice of its intention to liquidate the Purchased Assets and other
         Collateral at least five (5) Business Days prior to selling or
         otherwise liquidating any such Purchased Assets and other Collateral.
         Thereafter, subject to the other terms of this Agreement and applicable
         law, the Buyer Agent shall have the right to sell immediately and/or
         liquidate all or any portion of the Purchased Assets and/or all other
         Collateral. Such disposition of Purchased Assets and/or all other
         Collateral may be, at the Buyer Agent's option, on either a
         servicing-released or a servicing-retained basis. The Buyer Agent may
         specifically disclaim or modify any warranties of title or the like
         relating to the Purchased Assets and/or other Collateral. The foregoing
         procedure for disposition of the Purchased Assets and liquidation of
         the Collateral shall not be considered to adversely affect the
         commercial reasonableness of any sale thereof. The Buyer Agent shall be
         entitled to place the Purchased Assets in one or more pools for
         issuance of securities at the then prevailing price for such securities
         and to sell such securities for such prevailing price in the open
         market; provided that the aggregate purchase price of the assets
         included in such pools shall be allocated among such assets (including
         such Purchased Assets) and appropriate credit given against the
         outstanding Repurchase Price of such Purchased Assets, in each case, in
         accordance with the methodology then customarily employed in the
         relevant market for similar asset pools. The Buyer Agent, for the
         benefit of the Buyers, shall also be entitled to sell any or all of
         such Purchased Assets individually for the prevailing price. Seller
         shall have the right to bid in connection with any sale of Purchased
         Assets or otherwise purchase such Purchased Assets or securities in any
         sale contemplated by the foregoing in accordance with any procedures
         established therefor by the Buyer Agent. The Buyer Agent agrees to
         recognize, to the extent Seller's bid or offer complies in all respects
         with the procedures and requirements imposed by the Buyer Agent in the
         conduct of such sale, Seller's bid or offer; provided that the same is
         in excess of the bid or offer of any third party.

                  14.2.6 Application of Proceeds. The Buyer Agent shall apply
         any proceeds from the liquidation of the Purchased Assets and other
         Collateral to the Repurchase Prices hereunder and all other obligations
         of Seller hereunder in the manner the Buyer Agent deems appropriate in
         its sole discretion.


                                      -54-



                  14.2.7 Private Sale. The parties recognize that it may not be
         possible to sell all of the Purchased Assets on a particular Business
         Day, or in a transaction with the same purchaser, or in the same
         manner, because the market for such Purchased Assets may not be liquid.
         In view of the nature of the Purchased Assets, the parties agree that,
         upon five (5) Business Days' prior written notice to Seller and
         Sponsor, liquidation of the Purchased Assets does not require a public
         purchase or sale and that a good faith private purchase or sale shall
         be deemed to have been made in a commercially reasonable manner.

                  14.2.8 Costs. Seller shall be liable to the Buyer Parties for
         (i) the amount of all legal expenses of external counsel and other
         expenses, in each case, actually incurred by the Buyer Parties in
         connection with or as a consequence of an Event of Default, including,
         without limitation, all costs and expenses of the Buyer Parties in
         connection with the enforcement of this Agreement directly in
         connection with or as a result of an Event of Default, whether in
         action, suit or litigation or bankruptcy, insolvency or other similar
         proceeding affecting creditors' rights generally, and further
         including, without limitation, the fees and expenses of external
         counsel incurred directly in connection with or as a result of an Event
         of Default, (ii) damages in an amount equal to the cost of terminating
         any Hedging Agreements in connection with or as a result of an Event of
         Default and (iii) any other loss, damage, cost or expense directly
         arising or resulting from the occurrence of an Event of Default.

                  14.2.9 Interest. To the extent permitted by applicable law,
         upon the occurrence and during the continuation of an Event of Default,
         Seller shall be liable to the Buyer Parties for interest on any amounts
         owing by Seller hereunder (other than Repurchase Price) from the date
         Seller becomes liable for such amounts hereunder until such amounts are
         paid in full or otherwise satisfied in full by the exercise of the
         Buyer Parties' rights hereunder. Interest payable by Seller under this
         paragraph shall be calculated at a rate equal to the greater of (x)
         LIBOR or (y) 3%.

                  14.2.10 Further Remedies. The Buyer Parties shall have, in
         addition to their rights and remedies under the Transaction Documents,
         all of the rights and remedies provided by applicable federal, state,
         foreign, and local laws (including, without limitation, if the
         Transactions are recharacterized as secured financings, the rights and
         remedies of a secured party under the UCC of the State of New York, to
         the extent that the UCC is applicable, and the right to offset any
         mutual debt and claim), in equity, and under any other agreement
         between any Buyer Party, Seller and Sponsor. Without limiting the
         generality of the foregoing, the Buyer Agent shall be entitled to set
         off the proceeds of the liquidation of the Purchased Assets against all
         of Seller's and/or Sponsor's obligations to the Buyer Parties, only if
         such obligations are then due, without prejudice to the Buyer Parties'
         right to recover any deficiency. The Buyer Agent agrees promptly to
         notify Seller after any such setoff and application made by the Buyer
         Agent; provided that the failure to give such notice shall not affect
         the validity of such setoff and application.

                  14.2.11 Remedies Cumulative; Waiver. Subject to the notice and
         grace periods set forth herein, each party to this Agreement may
         exercise any or all of the


                                      -55-



         remedies available to such party immediately upon the occurrence of an
         Event of Default and at any time during the continuance thereof. Except
         as expressly provided herein, all rights and remedies arising under the
         Transaction Documents, as amended from time to time, are cumulative and
         not exclusive of any other rights or remedies which each party to the
         Agreement may have. No modification, amendment, extension, discharge,
         termination or waiver of any provision of the Agreement or of any other
         Transaction Document, nor consent to any departure by any party to the
         Agreement therefrom, shall in any event be effective unless the same
         shall be in a writing signed by the party against whom enforcement is
         sought, and then such waiver or consent shall be effective only in the
         specific instance, and for the purpose, for which given. Except as
         otherwise expressly provided herein, no notice to, or demand on any
         party to the Agreement which is not required to be given under the
         terms of the Agreement, shall entitle such party to any other or future
         notice or demand in the same, similar or other circumstances. Neither
         any failure nor any delay on the part of any party to the Agreement in
         insisting upon strict performance of any term, condition, covenant or
         agreement, or exercising any right, power, remedy or privilege
         hereunder, or under any other Transaction Document shall operate as or
         constitute a waiver thereof, nor shall a single or partial exercise
         thereof preclude any other future exercise, or the exercise of any
         other right, power, remedy or privilege. In particular, and not by way
         of limitation, by purchasing any Purchased Asset under the Agreement on
         any Purchase Date, the Buyer Parties shall not be deemed to have waived
         any right to assert any Default, Event of Default or breach by Seller
         of any term, condition, covenant, representation or warranty under the
         Agreement or any Transaction Document, notwithstanding that such
         Default, Event of Default or breach may have arisen prior to such
         Purchase Date.

                  14.2.12 Nonjudicial Remedies. The Buyer Parties may enforce
         their rights and remedies hereunder without prior judicial process or
         hearing, and Seller hereby expressly waives any defenses Seller might
         otherwise have to require the Buyer Parties to enforce their rights by
         judicial process. Seller also waives any defense Seller might otherwise
         have arising from the use of nonjudicial process, disposition of any or
         all of the Purchased Assets, or from any other election of remedies.
         Seller recognizes that nonjudicial remedies are consistent with the
         usages of the trade, are responsive to commercial necessity and are the
         result of a bargain at arm's-length.

                  14.2.13 Appointment of Receiver. Upon the occurrence and
         during the continuance of an Event of Default, the Buyer Parties shall
         be entitled, without notice, to the appointment of a receiver by any
         court having jurisdiction to take possession of and protect, collect,
         manage, liquidate and sell the Purchased Assets and any other
         Collateral or any portion thereof, collect the payments due with
         respect to the Purchased Assets and any other Collateral or any portion
         thereof and take any other actions that the Buyer Parties are
         authorized to take hereunder. Seller shall pay all costs and expenses
         incurred by the Buyer Parties in connection with the appointment and
         activities of such receiver.

15.      RECORDING OF COMMUNICATIONS

         EACH OF THE BUYER PARTIES AND SELLER SHALL HAVE THE RIGHT (BUT NOT THE
OBLIGATION) FROM TIME TO TIME TO MAKE OR CAUSE TO BE


                                      -56-



MADE TAPE RECORDINGS OF COMMUNICATIONS BETWEEN ITS EMPLOYEES AND THOSE OF THE
OTHER PARTY WITH RESPECT TO TRANSACTIONS. EACH OF THE BUYER PARTIES AND SELLER
HEREBY CONSENTS TO THE ADMISSIBILITY OF SUCH TAPE RECORDINGS IN ANY COURT,
ARBITRATION, OR OTHER PROCEEDINGS, AND AGREES THAT A DULY AUTHENTICATED
TRANSCRIPT OF SUCH A TAPE RECORDING SHALL BE DEEMED TO BE A WRITING CONCLUSIVELY
EVIDENCING THE PARTIES' AGREEMENT. 16. NOTICES AND OTHER COMMUNICATIONS

         The provisions of Paragraph 13 of the Agreement are hereby modified and
superseded in their respective entireties by the following provisions of this
Section 16:

         All notices, consents, approvals and requests required or permitted
hereunder shall be given in writing and shall be effective for all purposes if
hand delivered or sent by (a) hand delivery, with proof of attempted delivery,
(b) certified or registered United States mail, postage prepaid, (c) expedited
prepaid delivery service, either commercial or United States Postal Service,
with proof of attempted delivery, or (d) by facsimile (with transmission
confirmation); provided that such faxed notice must also be delivered by one of
the means set forth in (a), (b) or (c) above, to the address specified in Annex
II hereto or at such other address and person as shall be designated from time
to time by any party hereto, as the case may be, in a written notice to the
other parties hereto in the manner provided for in this Section. A copy of all
notices, consents, approvals and requests directed to Seller (other than
Confirmations) shall be delivered concurrently to the following: Latham &
Watkins LLP, 885 Third Ave., New York, New York 10022, Attn: David Stewart
(028354-0040), Facsimile Number: (212) 751-4864. A notice shall be deemed to
have been given: (i) in the case of hand delivery, at the time of delivery, (ii)
in the case of registered or certified mail, when delivered or the first
attempted delivery on a Business Day, (iii) in the case of expedited prepaid
delivery, upon the first attempted delivery on a Business Day, or (iv) in the
case of facsimile, upon receipt of transmission confirmation; provided that such
faxed notice was also delivered as required in this Section. A party receiving a
notice which does not comply with the technical requirements for notice under
this Section may elect to waive any deficiencies and treat the notice as having
been properly given.

17.      NON-ASSIGNABILITY

         The provisions of Paragraph 15 of the Agreement are hereby modified and
superseded in their respective entireties by the following provisions of this
Section 17:

         17.1 The rights and obligations of the parties under the Transaction
Documents and under any Transaction shall not be assigned by either party
without the prior written consent of the other party; provided, that the Buyer
Parties shall be permitted to assign such rights and obligations (x) without the
consent of Seller in the case of an assignment by a Buyer Party to (i) any
Approved Assignee which is a direct or indirect subsidiary of Bank of America
Corporation, (ii) any Approved Assignee which is a financial institution (it
being understood that for the purposes of this Section 17.1, any insurance
company, bank, mutual fund or other similar entity shall be deemed a financial
institution hereunder) and (iii) any other Approved Assignee


                                      -57-



during the continuance of a Specified Event of Default, in each case with
written notification to Seller within a reasonable time thereafter and (y) with
the consent of Seller (which shall not be unreasonably withheld), in the case of
an assignment by a Buyer Party to any Approved Assignee which is a non-financial
institution engaged in the business of purchasing B notes and/or mezzanine
loans. In the event of any such assignment by a Buyer Party, such Buyer Party
shall cause its assignee to execute and deliver to Seller such documents as
Seller shall consider reasonably necessary to effect fully such assignment
and/or to confirm the status of such assignee as an Approved Assignee.

         17.2 The Buyer Parties shall be entitled to issue one or more
participation interests with respect to any or all of the Transactions with
written notification to Seller within a reasonable time thereafter; provided,
however, that (i) such participation interests may not represent in the
aggregate more than 75% of the aggregate Repurchase Price of all Transactions,
(ii) the Buyer Agent shall act as exclusive agent for all participants in any
dealings with Seller in connection with all Transactions, (iii) Seller shall not
be obligated to deal directly with any party other than the Buyer Agent in
connection with any Transactions, or to pay or reimburse the Buyer Agent or any
other Person for any fees, costs, expenses or other amounts that would not have
been incurred had no participation interests in the related Transactions been
issued, (iv) the Buyer Agent shall maintain unilateral control over all
discretionary determinations to be made by it hereunder, including without
limitation, determinations as to eligibility and purchase of Eligible Loans and
Eligible Securities, the Market Value thereof, the granting of waivers of
noncompliance with the terms of the Transaction Documents, the granting of
extensions of the Termination Date and/or increases in the Facility Amount and
the exercise of rights and remedies upon the occurrence and during the
continuation of an Event of Default and (v) at any time prior to the occurrence
and continuance of a Specified Event of Default, no Buyer Party shall sell
(unless consented to by the Seller (such consent not to be unreasonably
withheld)), any participation to any non-financial institutions engaged in the
business of purchasing B notes and/or mezzanine loans (it being understood that
for the purposes of this Section 17.2, any insurance company, bank or mutual
fund shall be deemed a financial institution hereunder).

         17.3 Subject to the foregoing, the Transaction Documents and any
Transactions shall be binding upon and shall inure to the benefit of the parties
and their respective successors and assigns. Nothing in the Transaction
Documents, express or implied, shall give to any Person, other than the parties
to the Transaction Documents and their respective successors, any benefit or any
legal or equitable right, power, remedy or claim under the Transaction
Documents.

18.      CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

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


                                      -58-



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

         18.3 The parties hereby irrevocably waive, to the fullest extent they
may effectively do so, the defense of an inconvenient forum to the maintenance
of such action or proceeding and irrevocably consent to the service of any
summons and complaint and any other process by the mailing of copies of such
process to them at their respective address specified herein. The parties hereby
agree that a final judgment in any such action or proceeding shall be conclusive
and may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law. Nothing in this Section 18 shall affect the right
of the Buyer Parties to serve legal process in any other manner permitted by law
or affect the right of the Buyer Parties to bring any action or proceeding
against Seller or its property in the courts of other jurisdictions.

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

19.      NO RELIANCE

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

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

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

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


                                      -59-



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

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

20.      INDEMNITY

         Seller hereby agrees to indemnify the Buyer Parties, any Buyer Party's
designee and each of its officers, directors, employees and agents ("Indemnified
Parties") from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, taxes (including stamp, excise,
sales or other taxes which may be payable or determined to be payable with
respect to any of the Purchased Assets or in connection with any of the
transactions contemplated by the Agreement and the documents delivered in
connection herewith, other than income taxes of the Buyer Parties), fees, costs,
expenses (including reasonable attorneys' fees and disbursements actually
incurred to external counsel) or disbursements (all of the foregoing,
collectively "Indemnified Amounts") which may at any time (including, without
limitation, such time as the Agreement shall no longer be in effect and the
Transactions shall have been repaid in full) be imposed on or asserted against
any Indemnified Party in any way whatsoever arising out of or in connection
with, or relating to, the Agreement or any Transactions thereunder or any action
taken or omitted to be taken by any Indemnified Party under or in connection
with any of the foregoing; provided, that Seller shall not be liable for
Indemnified Amounts (i) resulting from the gross negligence or willful
misconduct of any Indemnified Party or (ii) attributable to a Buyer's ownership
of any Purchased Loan following enforcement of its rights under the Agreement
with respect thereto (unless and to the extent such liability relates to an
event, circumstance or condition which occurred prior to the enforcement of such
rights). Without limiting the generality of the foregoing, Seller agrees to hold
the Buyer Parties harmless from and indemnify the Buyer Parties against all
Indemnified Amounts with respect to all Purchased Loans relating to or arising
out of any violation or alleged violation of any environmental law, rule or
regulation or any consumer credit laws, including without limitation ERISA, the
Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in
each case, results from anything other than the Buyer Parties' gross negligence
or willful misconduct. In any suit, proceeding or action brought by the Buyer
Parties in connection with any Purchased Loan for any sum owing thereunder, or
to enforce any provisions of any Purchased Loan, Seller will save, indemnify and
hold the Buyer Parties harmless from and against all expense, loss or damage
suffered by reason of any defense, setoff, counterclaim, recoupment or reduction
or liability whatsoever of the account debtor or obligor thereunder, arising out
of a breach by Seller of any obligation thereunder or arising out of any other
agreement, indebtedness or liability at any time owing to or in favor of such
account debtor or obligor or its successors from Seller. Seller also agrees to
reimburse the Buyer Parties as and when billed by the Buyer Agent for all the
Buyer Parties' costs and expenses incurred in connection with the Buyer Agent's
due diligence reviews with respect to the Purchased Assets (including, without
limitation, those incurred pursuant to Section 21) and the enforcement or the
preservation of the Buyer Parties' rights under the


                                      -60-



Agreement or any Transaction
contemplated hereby, including without limitation the fees and disbursements of
its external counsel. Seller hereby acknowledges that the obligation of Seller
hereunder is a recourse obligation of Seller.

21.      DUE DILIGENCE

         Seller acknowledges that the Buyer Parties has the right to perform
continuing due diligence reviews with respect to the Purchased Assets, for
purposes of verifying compliance with the representations, warranties and
specifications made hereunder, or otherwise, and Seller agrees that upon
reasonable prior written notice to Seller, the Buyer Agent or its authorized
representatives will be permitted during normal business hours to examine,
inspect, and make copies and extracts of, the Purchased Loan Files, Servicing
Records and any and all documents, records, agreements, instruments or
information relating to such Purchased Assets in the possession or under the
control of Seller, any other servicer or subservicer and/or the Custodian.
Seller also shall make available to the Buyer Agent a knowledgeable financial or
accounting officer for the purpose of answering questions respecting the
Purchased Loan Files and the Purchased Assets. Without limiting the generality
of the foregoing, Seller acknowledges that the Buyer Parties may enter into
Transactions with Seller based solely upon the information provided by Seller to
the Buyer Agent and the representations, warranties and covenants contained
herein, and that the Buyer Agent, at its option, has the right at any time to
conduct a partial or complete due diligence review on some or all of the
Purchased Assets. A Buyer may underwrite such Purchased Loans itself or engage a
third-party underwriter to perform such underwriting. Seller agrees to
reasonably cooperate with the Buyer Parties and any third-party underwriter in
connection with such underwriting, including, but not limited to, providing the
Buyer Parties and any third-party underwriter with access to any and all
documents, records, agreements, instruments or information relating to such
Purchased Assets in the possession, or under the control, of Seller. Seller
further agrees that Seller shall reimburse the Buyer Parties for any and all
out-of-pocket costs and expenses reasonably incurred by the Buyer Parties in
connection with the Buyer Parties' activities pursuant to this Section 21.

22.      SERVICING

         22.1 Notwithstanding the purchase and sale of the Purchased Loans
hereby, Seller, Sponsor or any of their respective designees shall continue to
service the Purchased Loans for the benefit of Buyers and, if a Buyer shall
exercise its rights to pledge or hypothecate the Purchased Loans prior to the
Termination Date pursuant to Section 8, such Buyer's assigns; provided, however,
that the obligations of Seller or Sponsor or such designee to service any of the
Purchased Loans shall cease, at Seller's option, upon the payment by Seller to
the Buyer Agent, for the benefit of the Buyers, of the Repurchase Price
therefor. Seller shall service or cause the Servicer to service the Purchased
Loans in accordance with Accepted Servicing Practices.

         22.2 Seller agrees that the Buyer Agent, for the benefit of the Buyers,
is the owner of all servicing records, including but not limited to any and all
servicing agreements (the "Servicing Agreements"), files, documents, records,
data bases, computer tapes, copies of computer tapes, proof of insurance
coverage, insurance policies, appraisals, other closing documentation, payment
history records, and any other records relating to or evidencing the


                                      -61-



servicing of Purchased Loans (the "Servicing Records") so long as the Purchased
Loans are subject to the Agreement. Seller grants the Buyer Agent, for the
benefit of the Buyers, a security interest in all servicing fees and rights
relating to the Purchased Loans and all Servicing Records to secure the
obligation of Seller or its designee to service in conformity with this Section
and any other obligation of Seller to the Buyer Parties. Seller covenants to
safeguard such Servicing Records and to deliver them promptly to the Buyer Agent
or its designee (including the Custodian) at the Buyer Agent's request.

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

         22.4 If the Purchased Loans are serviced by a Servicer, Seller shall
irrevocably assign all rights, title and interest in the Servicing Agreements in
the Purchased Loans to the Buyer Agent, for the benefit of the Buyers.

         22.5 Seller shall cause each Servicer engaged by Seller to execute a
letter agreement in form and substance acceptable to the Buyer Agent pursuant to
which such Servicer (i) agrees to deposit all Income in respect of the Purchased
Loans serviced by it directly into the Cash Management Account and (ii)
acknowledges each Buyer's and Buyer Agent's rights under Section 22.2, Section
22.3 and Section 22.4 of this Annex I.

23.      MISCELLANEOUS

         23.1 Time is of the essence under the Transaction Documents and all
Transactions thereunder and all references to a time shall mean New York time in
effect on the date of the action unless otherwise expressly stated in the
Transaction Documents.

         23.2 All rights, remedies and powers of the Buyer Parties and Seller
hereunder and in connection herewith are irrevocable and cumulative, and not
alternative or exclusive, and shall be in addition to all other rights, remedies
and powers of the Buyer Parties or Seller, as applicable, whether under law,
equity or agreement. In addition to the rights and remedies granted to it in the
Agreement, the Buyer Agent shall have all rights and remedies of a secured party
under the UCC and Seller shall have all rights and remedies of a debtor under
the UCC.

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

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

         23.5 Without limiting the rights and remedies of the Buyer Parties
under the Transaction Documents, Seller shall pay the Buyer Parties' reasonable
out-of-pocket costs and expenses, including reasonable fees actually incurred
and expenses of accountants, external attorneys and advisors, incurred in
connection with the preparation, negotiation, execution and


                                      -62-



consummation of, and any amendment, supplement or modification to, the
Transaction Documents and the Transactions thereunder. Seller agrees to pay the
Buyer Agent, for the account of the Buyers, on demand all costs and expenses
(including expenses actually incurred to external counsel for legal services of
every kind) of any subsequent enforcement of any of the provisions hereof, or of
the performance by any Buyer Party of any obligations of Seller in respect of
the Purchased Securities, or any actual or attempted sale, or any exchange,
enforcement, collection, compromise or settlement in respect of any of the
Purchased Assets and for the custody, care or preservation of the Purchased
Assets (including insurance costs) and defending or asserting rights and claims
of any Buyer Party in respect thereof, by litigation or otherwise. In addition,
Seller agrees to pay the Buyer Agent, for the account of the Buyers, on demand
all reasonable costs and expenses (including reasonable expenses for legal
services actually incurred to external counsel) incurred in connection with the
maintenance of the Cash Management Account and registering the Purchased
Securities in the name of the applicable Buyer or its nominee. All such expenses
shall be recourse obligations of Seller to the Buyer Agent, for the benefit of
the Buyers, under the Agreement.

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

         23.7 The parties acknowledge and agree that although they intend to
treat each Transaction as a sale of the Purchased Assets, in the event that such
sale shall be recharacterized as a secured financing, this Annex I shall also
serve as a security agreement with respect to the Buyer Agent's rights in the
Collateral. In order to secure and to provide for the prompt and unconditional
repayment of the Repurchase Price and the performance of its obligations under
the Agreement, Seller hereby pledges to the Buyer Agent, for the benefit of the
Buyers, and hereby grants to the Buyer Agent, for the benefit of the Buyers, a
first priority security interest in all of its rights in the Purchased Assets.
Seller hereby covenants to duly execute any Form UCC-1 financing statements as
reasonably required by the Buyer Agent in order to perfect its security interest
created hereby in such rights and obligations granted above, it being agreed
that Seller shall pay any and all fees required to file such financing
statements.

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

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

         23.10 Should any provision of the Agreement require judicial
interpretation, it is agreed that a court interpreting or construing the same
shall not apply a presumption that the terms hereof shall be more strictly
construed against any Person by reason of the rule of


                                      -63-



construction that a document is to be construed more strictly against the Person
who itself or through its agent prepared the same, it being agreed that all
parties have participated in the preparation of the Agreement.

         23.11 The parties recognize that each Transaction is a "securities
contract" as that term is defined in Section 741 of Title 11 of the United
States Code, as amended.

         23.12 Each Buyer Party's duty with respect to the custody, safekeeping
and physical preservation of any Purchased Assets in its possession shall be to
deal with such Purchased Assets in the same manner as such Buyer Party deals
with similar property for its own account. Neither the Buyer Parties nor any of
their affiliates, directors, officers or employees shall be liable for failure
to demand, collect or realize upon all or any part of the Purchased Assets or
for any delay in doing so, and except as otherwise expressly provided in the
Agreement, no such Person shall be under any obligation to sell or otherwise
dispose of any Purchased Assets upon the request of Seller or otherwise. All
authorizations and agencies contained herein with respect to the Purchased
Assets are irrevocable and are powers coupled with an interest.

         23.13 In addition to any rights and remedies of the Buyer Parties
provided by the Agreement and by applicable law, the Buyer Agent shall have the
right, without prior notice to Seller, any such notice being expressly waived by
Seller to the extent permitted by applicable law, upon any amount becoming due
and payable by Seller hereunder (whether at the Termination Date, by
acceleration or otherwise) to set off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final) in any currency, and any other credits, indebtedness or claims in any
currency, in each case, whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by a Buyer Party or any
Affiliate thereof to or for the credit or the account of Seller. If any such
obligation is unascertained, the Buyer Agent shall account to Seller when the
obligation is ascertained. The Buyer Agent agrees promptly to notify Seller
after any such set off and application made by the Buyer Agent; provided, that
the failure to give such notice shall not affect the validity of such set off
and application.

                            [SIGNATURE PAGE FOLLOWS]


                                      -64-



         IN WITNESS WHEREOF, the parties have executed this Annex I as of the
20th day of July, 2007.


                                  BUYERS:


                                  BANK OF AMERICA, N.A.


                                  By:  /s/ Peter Cookson
                                       -----------------------------------------
                                       Name: Peter Cookson
                                       Title:   Managing Director


                                  BANC OF AMERICA MORTGAGE
                                    CAPITAL CORPORATION


                                  By:  /s/ Peter Cookson
                                       -----------------------------------------
                                       Name: Peter Cookson
                                       Title:   Managing Director


                                  BUYER AGENT:


                                  BANK OF AMERICA, N.A.


                                  By:  /s/ Peter Cookson
                                       -----------------------------------------
                                       Name: Peter Cookson
                                       Title:   Managing Director





                                  SELLER:


                                  ANTHRACITE CAPITAL BOFA FUNDING
                                    LLC, a Delaware limited liability company


                                  By:   Anthracite Capital, Inc., a Maryland
                                        corporation, its sole member


                                  By:  /s/ Richard Shea
                                       -----------------------------------------
                                       Name: Richard Shea
                                       Title:





                             EXHIBITS AND SCHEDULES

SCHEDULE I-A             Original Purchase Percentages and Applicable Spreads

EXHIBIT I                Form of Confirmation

EXHIBIT II               Authorized Representatives of Seller

EXHIBIT III              Form of Aggregate Collateral Report

EXHIBIT IV               Form of Custodial Delivery

EXHIBIT V                Form of Power of Attorney

EXHIBIT VI               Representations and Warranties Regarding
                         Individual Purchased Loans

EXHIBIT VII              Purchased Loan Information

EXHIBIT VIII             Advance Procedure

EXHIBIT IX               Form of Redirection Letter





                                  SCHEDULE I-A

              Original Purchase Percentages and Applicable Spreads





                                               Stabilized Properties       Bridge Loans and
                                                                           Development Loans

                              Rating
        Collateral           Category /       Original                    Original
      Type Grouping            LTV            Purchase     Applicable     Purchase     Applicable
                          (as applicable)    Percentage      Spread      Percentage      Spread
- ------------------------ ------------------ ------------- ------------ -------------- -------------
                                                                       
Investment Grade           BBB+ or better        90%         30 bps         N/A           N/A
CMBS Securities                BBB               90%         35 bps         N/A           N/A
                               BBB-             90%          40 bps         N/A           N/A
- ------------------------ ------------------ ------------- ------------ -------------- -------------
Non-Investment                  BB+              85%         65 bps         N/A           N/A
Grade CMBS
Securities                       B+              75%         95 bps         N/A            N/A
                                 B               75%         95 bps         N/A            N/A
                                 B-              70%         95 bps         N/A            N/A
                               Unrated           55%         175 bps        N/A            N/A
- ------------------------ ------------------ ------------- ------------ -------------- -------------
Whole Loans                     <65%            95%          50 bps         85%          70 bps
                                -

                                <70%            95%          60 bps         85%          80 bps
                                -

                                <75%            90%          70 bps         80%          90 bps
                                -

                                <80%            85%          80 bps         75%         100 bps
                                -

                                <85%            80%          100 bps        70%         120 bps
                                -

                                <90%            75%          110 bps        65%         130 bps
                                -
- ------------------------ ------------------ ------------- ------------ -------------- -------------
B Notes/                        <65%            90%          70 bps         80%          90 bps
Mezzanine Loans                 -

                                <70%            85%          80 bps         75%         100 bps
                                -

                                <75%            80%          85 bps         70%         115 bps
                                -

                                <80%            80%          100 bps        70%         130 bps
                                -

                                <85%            70%          130 bps        60%         150 bps
                                -

                                <90%            65%          170 bps        55%         190 bps
                                -
- ------------------------ ------------------ ------------- ------------ -------------- -------------


                                 Schedule I-A-1



                                                                       EXHIBIT I

                              FORM OF CONFIRMATION
                       ANTHRACITE CAPITAL BOFA FUNDING LLC

Ladies and Gentlemen:

         [Bank of America, N.A.] [Banc of America Mortgage Capital Corporation]
is pleased to deliver our written CONFIRMATION of our agreement to enter into
the Transaction pursuant to which Bank of America, N.A. shall purchase from you
the Purchased Assets identified in Annex I, pursuant to the Master Repurchase
Agreement between BANK OF AMERICA, N.A., ("BANA"), BANC OF AMERICA MORTGAGE
CAPITAL CORPORATION ("BAMCC") (BANA and BAMCC, individually and/or collectively,
as the context may require, each a "Buyer" or collectively, "Buyers"), BANK OF
AMERICA, N.A., as buyer agent (the "Buyer Agent") and ANTHRACITE CAPITAL BOFA
FUNDING LLC ("Seller"), dated as of July 20, 2007 (the "Agreement"); capitalized
terms used herein without definition have the meanings given in the Agreement),
as follows below and on the attached Schedule 1:


                                   Exhibit I-1




                                              [Bank of America, N.A.]
                                              [Banc of America
Buyer:                                        Mortgage Capital Corporation]
Purchase Date:                                __________, 20__
Purchased Assets:
Aggregate Principal Amount of
Purchased Assets (Original/Current):
Percentage Class Purchased:                   _________%
Market Value:                                 $
Original Purchase Percentage:                 _________%
Buyer's Maximum Purchase Price:               $
Purchase Price:                               $
Contingent Purchase Price
(i.e., additional payment available):         $
Pricing Rate:                                 [one][two][three]- month LIBOR
                                               plus ___%
CF Sweep Purchase Percentage:                 _________%
Governing Agreements / Trustee:               As identified on attached
                                               Schedule 1
Name and address for communications:          Buyer:  [Bank of America, N.A.]
                                              [Banc of America Mortgage Capital
                                              Corporation]
                                                    Mail Code: NC1-027-22-04
                                                    Hearst Tower
                                                    214 North Tryon Street
                                                    Charlotte, NC  28255
                                                    Attention:  Tina Fotopolous
                                                    Telephone:  (704) 387-9937
                                                    Facsimile:  (704) 386-1094
                                              Seller:  ANTHRACITE CAPITAL
                                                       BOFA FUNDING LLC
                                                    c/o BlackRock Financial
                                                    Management, Inc.
                                                    40 East 52nd Street
                                                    New York, NY  10022
                                                    Attention:  Mr. Richard Shea
                                                    Telephone:  (212) 754-5579
                                                    Facsimile:  (212) 754-8758


                                              [BANK OF AMERICA, N.A.] [BANC OF
                                                AMERICA MORTGAGE CAPITAL
                                                CORPORATION]

                                   Exhibit I-2



                                              By:
                                                 -------------------------------
                                                 Name:
                                                 Title:

AGREED AND ACKNOWLEDGED:

ANTHRACITE CAPITAL BOFA FUNDING LLC,
a Delaware limited liability company


By:    Anthracite Capital, Inc.,
       a Maryland corporation, its sole member

By:
   -------------------------------
   Name:
   Title:


                                   Exhibit I-3



                      Schedule 1 to Confirmation Statement

Purchased Securities:

Aggregate Principal Amount (Original/Current):

CUSIP NO.:

Securitization Documents (including Master

Servicer, Special Servicer and Trustee):

- -------------------------------------------------------------------------------

Purchased Loans:

Aggregate Principal Amount (Original/Current):

Purchased Loan Documents:


                                  Schedule 1-1



                           Summary of Purchased Assets

Purchased Asset: ______




                           Seller   Buyer's             Original     Buyer's  Spread   LIBOR
Class,     Outstanding     Owned    Market    Rating,   Purchase    Purchase   over    Reset
if any       Balance       Face     Value     if any    Percentage   Price     LIBOR   Period
- ------------------------------------------------------------------------------------------------
                                                                 




                                  Schedule 1-2



                                                                      EXHIBIT II

AUTHORIZED REPRESENTATIVES OF SELLER


      Name                                                Specimen Signature
- ----------------------                                   ---------------------

Christopher A. Milner     Chief Executive Officer      ________________________

Richard Shea              President and Chief          ________________________
                          Operating Officer

James J. Lillis           Chief Financial Officer      ________________________
                          and Treasurer


                                  Exhibit II-1



                                                                     EXHIBIT III

MONTHLY REPORTING PACKAGE

                       FORM OF AGGREGATE COLLATERAL REPORT

                     AGGREGATE COLLATERAL REPORT INFORMATION
                           FOR EACH PURCHASED SECURITY

Purchased Security Information (By Rating Category):

Issuer, Series and Class
Beginning Balance
Pass-Through Rate
Principal Distribution Amount
Interest Distribution Amount
Total Distribution
Principal Losses
Interest Shortfalls/Recoveries
Ending Certificate Balance
Available credit support, in %, available to Purchased Security*
Additional Underlying Trust Expenses
Rating
CUSIP No.
Deal Name Description
Payment Date
Trustee, Master Servicer, Special Servicer
Special Servicing Report
Details

Mortgage Loan Information:

Aggregate Outstanding Balance
Realized Losses per Asset for Underlying Trust for the Prior Month
Cumulative Realized Losses per Asset
Dollar Amount and Percentage of Aggregate Pool Balance of:
         Purchased Loans 30-59 days delinquent
         Purchased Loans 60-89 days delinquent
         Purchased Loans 90 or more days delinquent
         Purchased Loans in Foreclosure
REO - Listing of Assets
Number of loans at start and end of the month
Outstanding principal balance at start and end of the month
Repayments - Listing of Assets
Foreclosures - Listing of Assets
Bankruptcies - Listing of Assets
Current weighted average maturity
Current weighted average coupon (Based on Pay Rate)
Escrow balances held by primary servicer, if available


*        Only to the extent provided in Purchased Security distribution date
         statements.


                                  Exhibit III-1



                                                                      EXHIBIT IV

FORM OF CUSTODIAL DELIVERY

         On this ______ of ________, 20__, ANTHRACITE CAPITAL BOFA FUNDING LLC
("Seller"), as Seller under that certain Master Repurchase Agreement, dated as
of July 20, 2007 (the "Repurchase Agreement") between Seller, BANK OF AMERICA,
N.A. ("BANA"), BANC OF AMERICA MORTGAGE CAPITAL CORPORATION ("BAMCC") (BANA AND
BAMCC, individually and/or collectively, as the context may require, each a
"Buyer" or collectively, "Buyers") and BANK OF AMERICA, N .A., as buyer agent
(the "Buyer Agent"), does hereby deliver to WELLS FARGO BANK, N.A.
("Custodian"), as custodian under that certain Custodial Agreement, dated as of
July 20, 2007, among the Buyer Agent, Seller and Custodian, the Purchased Loan
Files with respect to the Purchased Loans to be purchased by [Bank of America,
N.A.] [Banc of America Mortgage Capital Corporation], as Buyer, pursuant to the
Repurchase Agreement, which Purchased Loans are listed on the Purchased Loan
Schedule attached hereto and which Purchased Loans shall be subject to the terms
of the Custodial Agreement on the date hereof.

         With respect to the Purchased Loan Files delivered hereby, for the
purposes of issuing the Trust Receipt, Custodian shall review the Purchased Loan
Files to ascertain delivery of the documents listed in Section 3(g) to the
Custodial Agreement.

         Capitalized terms used herein and not otherwise defined shall have the
meanings set forth in the Custodial Agreement.

         IN WITNESS WHEREOF, Seller has caused its name to be signed hereto by
its officer thereunto duly authorized as of the day and year first above
written.


                                  ANTHRACITE CAPITAL BOFA FUNDING
                                    LLC, a Delaware limited liability company


                                  By:   Anthracite Capital, Inc., a Maryland
                                        corporation, its sole member


                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:


                                  Exhibit IV-1



                                                                       EXHIBIT V

FORM OF POWER OF ATTORNEY

         Know All Men by These Presents, that ANTHRACITE CAPITAL BOFA FUNDING
LLC ("Seller"), does hereby appoint BANK OF AMERICA, N.A. ("Buyer Agent"), its
attorney-in-fact to act in Seller's name, place and stead in any way which
Seller could do with respect to (i) the completion of the endorsements of the
Mortgage Notes and the Assignments of Mortgages and the Mezzanine Notes, (ii)
the recordation of the Assignments of Mortgages and (iii) the enforcement of
Seller's rights under the Purchased Loans purchased by BANK OF AMERICA, N.A.
and/or BANC OF AMERICA MORTGAGE CAPITAL CORPORATION (individually, a "Buyer" and
collectively, as the context may require, each a "Buyer" or collectively, the
"Buyers") pursuant to the Master Repurchase Agreement dated as of July 20, 2007
between Seller, Buyer Agent and Buyers and to take such other steps as may be
necessary or desirable to enforce the Buyer Agent's or Buyer's rights against
such Purchased Loans, the related Purchased Loan Files and the Servicing Records
to the extent that Seller is permitted by law to act through an agent.

         TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT
ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT
MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE
INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE
OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY,
AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER'S ASSIGNS, HEREBY AGREES TO
INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL
CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY
HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT.

         IN WITNESS WHEREOF, Seller has caused this Power of Attorney to be
executed this 17th day of July, 2007.


                                  ANTHRACITE CAPITAL BOFA FUNDING
                                    LLC, a Delaware limited liability company


                                  By: Anthracite Capital, Inc., a Maryland
                                      corporation, its sole member


                                  By:
                                     -------------------------------------------
                                     Name:
                                     Title:


                                   Exhibit V-1




                                                                      EXHIBIT VI

REPRESENTATIONS AND WARRANTIES REGARDING EACH INDIVIDUAL PURCHASED LOAN WHICH IS
AN ELIGIBLE FIRST MORTGAGE LOAN OR AN ELIGIBLE DEVELOPMENT LOAN
- --------------------------------------------------------------------------------

         With respect to each Purchased Loan which is an Eligible First Mortgage
Loan or an Eligible Development Loan, Seller represents and warrants on each
Purchase Date as follows, other than as set forth on the exception report
provided to the Buyer Agent in accordance with the Agreement.

         1.Purchased Loan Schedule and Purchased Loan Information. The
information set forth in the Purchased Loan Schedule and the Purchased Loan
Information is complete, true and correct in all material respects as of the
date thereof.

         2. Ownership of Purchased Loans. Immediately prior to the transfer to
Buyers of the Purchased Loans, Seller had good title to, and was the sole owner
of, each Purchased Loan. Seller has full right, power and authority to transfer
and assign each of the Purchased Loans to or at the direction of the Buyer Agent
and has validly and effectively conveyed (or caused to be conveyed) to the
applicable Buyer or its designee all of Seller's legal and beneficial interest
in and to the Purchased Loans free and clear of any and all pledges, liens,
charges, security interests and/or other encumbrances. The sale of the Purchased
Loans to any Buyer or its designee does not require Seller to obtain any
governmental or regulatory approval or consent that has not been obtained.

         3. Payment Record. The Purchased Loan is performing and no scheduled
payment of principal and interest under any Purchased Loan was 30 days or more
past due as of the Purchase Date without giving effect to any applicable grace
period, and no Purchased Loan was 30 days or more delinquent in the twelve-month
period immediately preceding the Purchase Date.

         4. Lien; Valid Assignment. The Mortgage related to and delivered in
connection with each Purchased Loan constitutes a valid enforceable lien upon
the related Mortgaged Property, prior to all other liens and encumbrances
(except as may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally, and by
general principles of equity), except for

                  (a) the lien for current real estate taxes and assessments not
         yet due and payable;

                  (b) covenants, conditions and restrictions, rights-of-way,
         easements and other matters for Mortgagor's benefit and/or are insured
         by the related lender's title insurance policy; and

                  (c) other matters to which like properties are commonly
         subject, none of which matters referred to in clauses (b) or (c)
         interferes with the security intended to be provided by such Mortgage
         or materially interferes with the marketability or current use


                                  Exhibit VI-1



         of the Mortgaged Property or the current ability of the Mortgaged
         Property to generate operating income sufficient to service the
         Purchased Loan debt (the foregoing items (a) through (c) being herein
         referred to as the "Permitted Encumbrances"). The related assignment of
         such Mortgage executed and delivered in favor of the applicable Buyer
         is in recordable form and constitutes a legal, valid and binding
         assignment, sufficient to convey to the assignee named therein all of
         the assignor's right, title and interest in, to and under such
         Mortgage. Such Mortgage, together with any separate security
         agreements, chattel mortgages or equivalent instruments that are
         included in the Purchased Loan File, establishes and creates a valid
         and enforceable (except as such enforcement may be limited by
         bankruptcy, insolvency, reorganization or other similar laws affecting
         the enforcement of creditors' rights generally, and by general
         principles of equity), security interest in favor of the holder thereof
         in all of the related Mortgagor's personal property used in, and
         reasonably necessary to operate the related Mortgaged Property. A
         Uniform Commercial Code financing statement has been filed and/or
         recorded in all places necessary to perfect a valid security interest
         in such personal property, and such security interest is a first or
         second priority security interest, subject to any prior purchase money
         security interest in such personal property and any personal property
         leases applicable to such personal property. Notwithstanding the
         foregoing, no representation is made as to the perfection of any
         security interest in rents or other personal property to the extent
         that possession or control of such items or actions other than the
         filing of Uniform Commercial Code financing statements are required in
         order to effect such perfection.

         5. Assignment of Leases and Rents. The Assignment of Leases set forth
in the Mortgage (or in a separate instrument) and related to and delivered in
connection with each Purchased Loan establishes and creates a valid, subsisting
and (except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights generally, and by general principles of equity), enforceable perfected
lien and security interest in the related Mortgagor's interest in all leases,
subleases, licenses or other agreements pursuant to which any person is entitled
to occupy, use or possess all or any portion of the real property subject to the
related Mortgage, and each assignor thereunder has the full right to assign the
same. The related assignment of any Assignment of Leases, not included in a
Mortgage, executed and delivered in favor of the applicable Buyer is in
recordable form and constitutes a legal, valid and binding assignment,
sufficient to convey to the assignee named therein all of the assignor's right,
title and interest in, to and under such Assignment of Leases.

         6. Mortgage Status; Waivers and Modifications. No Mortgage or Mortgage
Note has been satisfied, canceled, rescinded or subordinated in whole or in
part, and the related Mortgaged Property has not been released from the lien of
such Mortgage, in whole or in material part, nor has any instrument been
executed that would affect any such satisfaction, cancellation, subordination,
rescission or release except for any partial reconveyances of portions of the
real property that are unimproved except by paving or landscaping and do not
materially adversely affect the value of the property. None of the terms of any
Mortgage Note, Mortgage or Assignment of Leases has been impaired, waived,
altered or modified in any material respect, except by written instruments, all
of which are included in the related Purchased Loan File.


                                  Exhibit VI-2



         7. Condition of Property; Condemnation. Except as set forth in an
engineering report prepared in connection with the origination or acquisition of
the related Purchased Loan and included in the related Purchased Loan File, each
Mortgaged Property is free and clear of any damage that would materially and
adversely affect its value as security for the related Purchased Loan (normal
wear and tear excepted), except to the extent reserves have been established to
cover the costs to remediate such damages. Seller has received no notice of any
pending or threatened proceeding for the condemnation of all or any material
portion of any Mortgaged Property. As of the date of the origination or
acquisition of each Purchased Loan, all of the material improvements on the
related Mortgaged Property which were considered in determining the appraised
value of the Mortgaged Property lay wholly within the boundaries and building
restriction lines of such property, except for encroachments that are insured
against by the lender's title insurance policy referred to herein or that do not
materially and adversely affect the value or marketability of such Mortgaged
Property, and no improvements on adjoining properties materially encroached upon
such Mortgaged Property so as to materially and adversely affect the value or
marketability of such Mortgaged Property, except those encroachments that are
insured against by the Title Policy referred to herein.

         8. Title Insurance. Each Mortgaged Property is covered by an American
Land Title Association (or an equivalent form thereof as adopted in the
applicable jurisdiction) lender's title insurance policy (or, if a title policy
meeting the foregoing description has not yet been issued, is evidenced by a
commitment for title insurance "marked up" at the closing of such Purchased Loan
and there is a binding and enforceable commitment of the applicable title
insurance company to issue the policy described in such commitment without any
conditions to such issuance) (the "Title Policy") in the original principal
amount of the related Purchased Loan after all advances of principal. Each Title
Policy insures that the related Mortgage is a valid first priority lien subject
only to Permitted Encumbrances (or an escrow letter or a marked up title
insurance commitment on which the required premium has been paid exists which
evidences that such Title Policy will be issued). Each Title Policy (or, if it
has yet to be issued, the coverage to be provided thereby) is in full force and
effect, all premiums thereon have been paid and no claims have been made
thereunder. No holder of the related Mortgage has done, by act or omission,
anything that would impair the coverage under such Title Policy. Immediately
following the transfer and assignment of the related Purchased Loan to the
applicable Buyer, such Title Policy (or, if it has yet to be issued, the
coverage to be provided thereby) will inure to the benefit of the applicable
Buyer without the consent of or notice to the insurer.

         9. No Holdbacks. Except as set forth on the Purchased Loan Schedule,
the proceeds of each Purchased Loan have been fully disbursed and there is no
obligation for future advances with respect thereto. With respect to each
Purchased Loan, any and all requirements as to completion of any on-site or
off-site improvement and as to disbursements of any funds escrowed for such
purpose that were to have been complied with on or before the Purchase Date have
been complied with, or any such funds so escrowed have not been released.

         10. Mortgage Provisions. The Mortgage Note or Mortgage for each
Purchased Loan contains customary and enforceable provisions such as would be
expected to render the rights and remedies of the holder thereof adequate for
the practical realization against the related Mortgaged Property of the
principal benefits of the security intended to be provided thereby.


                                  Exhibit VI-3



         11. Buyer under Deed of Trust. If any Mortgage is a deed of trust, a
trustee, duly qualified under applicable law to serve as such, is properly
designated and serving under such Mortgage.

         12. Environmental Conditions. An environmental site assessment (or an
update of a previous assessment) was performed with respect to each Mortgaged
Property in connection with the origination or acquisition of the related
Purchased Loan, a report of each such assessment (an "Environmental Report") has
been delivered to the Buyer Agent and a copy has been included as part of the
related Purchased Loan File, and there is no adverse environmental condition or
circumstance affecting any Mortgaged Property that was not disclosed in such
report. Each related Mortgagor is now in compliance, and each Mortgage requires
the related Mortgagor to comply (and to cause the related Mortgaged Property to
comply), with all applicable federal, state and local environmental laws and
regulations ("Environmental Laws"). Where such Environmental Report disclosed
the existence of a material and adverse environmental condition or circumstance
affecting any Mortgaged Property, (i) a party not related to the Mortgagor was
identified as the responsible party for such condition or circumstance, (ii) the
related Mortgagor was required either to provide additional security and/or to
obtain an operations and maintenance plan or (iii) the related Mortgagor
provided evidence that applicable federal, state or local governmental
authorities would not take any action, or require the taking of any action, in
respect of such condition or circumstance. The related Purchased Loan Documents
contain provisions pursuant to which the related borrower or a principal of such
borrower has agreed to indemnify the mortgagee for damages resulting from
violations of any applicable Environmental Laws.

         13. Loan Document Status. Each Mortgage Note, Mortgage and any other
agreement that evidences or secures a Purchased Loan and that was executed by or
on behalf of the related Mortgagor is the legal, valid and binding obligation of
the maker thereof (subject to any nonrecourse provisions contained in any of the
foregoing agreements), enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting the enforcement of creditors' rights generally, and by
general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law), and any applicable state
antideficiency or market value limit deficiency legislation. Seller has not
received any written notice of any and there are no valid defenses,
counterclaims or rights of offset or rescission available to the related
Mortgagor with respect to such Mortgage Note, Mortgage or other agreements.

         14. Insurance. Each Mortgaged Property is required pursuant to the
related Mortgage to be and is insured by (a) a fire and extended perils
insurance policy issued by an insurer meeting the requirements of such Purchased
Loan providing coverage against loss or damage sustained by reason of fire,
lightning, windstorm, hail, explosion, riot, riot attending a strike, civil
commotion, aircraft, vehicles and smoke, and, to the extent required as of the
date of origination by the originator of such Purchased Loan consistent with its
normal commercial mortgage lending practices, against other risks insured
against by persons operating like properties in the locality of the Mortgaged
Property in an amount not less than the lesser of the principal balance of the
related Purchased Loan and the replacement cost (not allowing for depreciation)
of the Mortgaged Property, and not less than the amount necessary to avoid the
operation of any coinsurance provisions with respect to the Mortgaged Property;
(b) a business


                                  Exhibit VI-4



interruption or rental loss insurance policy, in an amount at least equal to six
months of operations of the Mortgaged Property (other than manufactured housing
communities); (c) a flood insurance policy (if any portion of the Mortgaged
Property is located in an area identified by the Federal Emergency Management
Agency as having special flood hazards); and (d) a comprehensive general
liability insurance policy in amounts as are generally required by commercial
mortgage lenders, and in any event not less than $1 million per occurrence. Such
insurance policy contains a standard mortgagee clause that names the mortgagee
as an additional insured and that requires at least thirty (30) days' (in the
case of termination or cancellation other than for nonpayment of premiums) and
at least ten (10) days' (in the case of termination or cancellation for
nonpayment of premiums) prior notice to the holder of the Mortgage, and no such
notice has been received, including any notice of nonpayment of premiums, that
has not been cured. Each Mortgage obligates the related Mortgagor to maintain
all such insurance and, upon such Mortgagor's failure to do so, authorizes the
holder of the Mortgage to maintain such insurance at the Mortgagor's cost and
expense and to seek reimbursement therefor from such Mortgagor. Other than as
set forth in paragraph 17(h) hereof, each Mortgage provides that casualty
insurance proceeds will be applied either to the restoration or repair of the
related Mortgaged Property or to the reduction or defeasance of the principal
amount of the Purchased Loan.

         15. Taxes and Assessments. There are no delinquent or unpaid taxes or
assessments (including assessments payable in future installments), or other
outstanding charges affecting any Mortgaged Property which are or may become a
lien of priority higher than the lien of the related Mortgage. For purposes of
this representation and warranty, real property taxes and assessments shall not
be considered unpaid until the date on which interest and/or penalties would be
first payable thereon.

         16. Mortgagor Bankruptcy. No Mortgagor and, to Seller's knowledge, no
tenant leasing space at the related Mortgaged Property that constitutes more
than 25% of the gross leased space at such Mortgaged Property is a debtor in any
state or federal bankruptcy or insolvency proceeding.

         17. Leasehold Estate. Each Mortgaged Property consists of the related
Mortgagor's fee simple estate in real estate or, if the related Purchased Loan
is secured in whole or in part by the interest of a Mortgagor as a lessee under
a ground lease of a Mortgaged Property (a "Ground Lease"), by the related
Mortgagor's interest in the Ground Lease but not by the related fee interest in
such Mortgaged Property (the "Fee Interest"). With respect to any Purchased Loan
secured by a Ground Lease but not by the related Fee Interest:

                  (a) such Ground Lease or a memorandum thereof has been duly
         recorded; such Ground Lease (or the related estoppel letter or lender
         protection agreement between Seller and related lessor) permits the
         current use of the Mortgaged Property and permits the interest of the
         lessee thereunder to be encumbered by the related Mortgage and does not
         restrict the use of the related Mortgaged Property by such lessee, its
         successors or assigns in a manner that would adversely affect the
         security provided by the related Mortgage by limiting in any way its
         current use; and there has been no material change in the payment terms
         of such Ground Lease since the origination or acquisition of the


                                  Exhibit VI-5



         related Purchased Loan, with the exception of changes reflected in
         written instruments that are a part of the related Purchased Loan File;

                  (b) the lessee's interest in such Ground Lease is not subject
         to any liens or encumbrances superior to, or of equal priority with,
         the related Mortgage, other than Permitted Encumbrances;

                  (c) the Mortgagor's interest in such Ground Lease is
         assignable to the applicable Buyer and its successors and assigns upon
         notice to, but without the consent of, the lessor thereunder (or, if
         such consent is required, it has been obtained prior to the Purchase
         Date) and, in the event that it is so assigned, is further assignable
         by such Buyer and its successors and assigns upon notice to, but
         without the need to obtain the consent of, such lessor;

                  (d) such Ground Lease is in full force and effect, and no
         event of default has occurred that has not been cured, nor has any
         event of default (regardless of cure) occurred during the previous
         one-year period. Seller has received no notice that an event of default
         has occurred thereunder, and, to Seller's knowledge, there exists no
         condition that, but for the passage of time or the giving of notice, or
         both, would result in an event of default under the terms of such
         Ground Lease;

                  (e) such Ground Lease, or an estoppel letter or other
         agreement, (i) requires the lessor under such Ground Lease to give
         notice of any default by the lessee to the mortgagee, provided that the
         mortgagee has provided the lessor with notice of its lien in accordance
         with the provisions of such Ground Lease to the extent such Ground
         Lease requires such notice, and (ii) further provides that no notice of
         termination given under such Ground Lease (including rejection of such
         Ground Lease in a bankruptcy proceeding) is effective against the
         holder of the Mortgage unless a copy of such notice has been delivered
         to such holder and the lessor has offered to enter into a new lease
         with such holder on terms that do not materially vary from the economic
         terms of the Ground Lease;

                  (f) a mortgagee is permitted a reasonable opportunity
         (including, where necessary, sufficient time to gain possession of the
         interest of the lessee under such Ground Lease) to cure any default
         under such Ground Lease, which is curable after the receipt of notice
         of any such default, before the lessor thereunder may terminate such
         Ground Lease;

                  (g) such Ground Lease has an original term (including any
         extension options set forth therein that can be exercised by the
         mortgagee if the mortgagee acquires the lessee's rights under such
         Ground Lease) which extends not less than twenty (20) years beyond the
         stated maturity date of the related Purchased Loan;

                  (h) under the terms of such Ground Lease and the related
         Mortgage, taken together, any related insurance proceeds or
         condemnation award other than in respect of a total loss will be
         applied either to the repair or restoration of all or part of the
         related Mortgaged Property, with the mortgagee or a designee appointed
         by it having the right to


                                  Exhibit VI-6



         hold and disburse such proceeds as the repair or restoration progresses
         (except in such cases where a provision entitling another party to hold
         and disburse such proceeds would not be viewed as commercially
         unreasonable by a prudent commercial mortgage lender for conduit
         programs), or to the payment or defeasance of the outstanding principal
         balance of the Purchased Loan together with any accrued interest
         thereon;

                  (i) such Ground Lease does not impose any restrictions on
         subletting which would be viewed as commercially unreasonable by
         prudent commercial mortgage lenders;

                  (j) such Ground Lease provides, or the lessor has otherwise
         agreed, that such Ground Lease may not be amended or modified in any
         manner materially adverse to the interest of the mortgagee without the
         prior written consent of the mortgagee under such Purchased Loan; and


                  (k) the lessor is required to enter into a new lease with the
         mortgagee upon termination of the Ground Lease in the event of a
         rejection of the Ground Lease in bankruptcy.

         18. Escrow Deposits. All escrow deposits relating to each Purchased
Loan that are, as of the Purchase Date, required to be deposited with Seller or
its agent have been so deposited.

         19. LTV Ratio. The gross proceeds of each Purchased Loan to the related
Mortgagor at origination did not exceed the noncontingent principal amount of
the Purchased Loan and either: (a) such Purchased Loan is secured by an interest
in real property having a fair market value (i) at the date the Purchased Loan
was originated at least equal to 80 percent of the original principal balance of
the Purchased Loan or (ii) at the Purchase Date at least equal to 80 percent of
the principal balance of the Purchased Loan on such date; provided that for
purposes hereof, the fair market value of the real property interest must first
be reduced by (x) the amount of any lien on the real property interest that is
senior to the Purchased Loan and (y) a proportionate amount of any lien that is
in parity with the Purchased Loan (unless such other lien secures a Purchased
Loan that is cross-collateralized with such Purchased Loan, in which event the
computation described in clauses (a)(i) and (a)(ii) of this paragraph 19 shall
be made on a pro rata basis in accordance with the fair market values of the
Mortgaged Properties securing such cross-collateralized Purchased Loans); or (b)
substantially all the proceeds of such Purchased Loan were used to acquire,
improve or protect the real property which served as the only security for such
Purchased Loan (other than a recourse feature or other third-party credit
enhancement within the meaning of Treasury Regulations Section
1.860G-2(a)(1)(ii)).

         20. Advancement of Funds by Seller. Seller has not and no other holder
of a Purchased Loan has advanced funds or induced, solicited or received any
advance of funds from a party other than the owner of the related Mortgaged
Property, directly or indirectly, for the payment of any amount required by such
Purchased Loan.

         21. No Mechanics' Liens. As of the date of the Mortgage, and to the
actual knowledge of Seller as of the Purchase Date, each Mortgaged Property is
free and clear of any


                                  Exhibit VI-7



and all mechanics' and materialmen's liens that are prior or equal to the lien
of the related Mortgage, and no rights are outstanding that under law could give
rise to any such lien that would be prior or equal to the lien of the related
Mortgage except, in each case, for liens insured against by the Title Policy
referred to herein or otherwise bonded.

         22. Compliance With Usury Laws. Each Purchased Loan complied with, or
is exempt from, all applicable usury laws in effect at its date of origination.

         23. Cross-collateralization; Cross-default. No Purchased Loan is
cross-collateralized or cross-defaulted with any loan other than one or more
other Purchased Loans, unless either (a) the effect of such
cross-collateralization or cross-default provision is being terminated
simultaneously herewith or (b) such Purchased Loan is subject to a standstill
and release agreement reasonably acceptable to the Buyer Agent which prohibits
any action against the borrower under the Purchased Loan and against the
Mortgaged Property by the holder of such other loan and requires release of any
such cross-collateralization at the request of the Buyer Agent upon the
occurrence and during the continuation of an Event of Default if Seller shall
have failed to repurchase such Purchased Loan pursuant to the terms of the
Agreement.

         24. Releases of Mortgaged Property. No Mortgage Note or Mortgage
requires the mortgagee to release all or any material portion of the related
Mortgaged Property from the lien of the related Mortgage except upon payment in
full of all amounts due under the related Purchased Loan; provided, that the
mortgagee may be required to grant releases of portions of the related Mortgaged
Properties if (a) release is conditioned upon the satisfaction of certain legal
and underwriting requirements or the payment of a release price, (b) the portion
of the Mortgaged Property permitted to be released was not considered by Seller
to be material in the underwriting of the Purchased Loan or (c) a total or
partial defeasance is effected in respect of such Purchased Loan. No Purchased
Loan permits the release or substitution of collateral if such release or
substitution (i) would create a "significant modification" of such Purchased
Loan within the meaning of Treas. Reg. ss. 1.1001 3 or (ii) would cause such
Purchased Loan not to be a "qualified mortgage" within the meaning of Section
860G(a)(3) of the Code (without regard to clause (A)(i) or (A)(ii) thereof).

         25. No Equity Participation or Contingent Interest. Except as disclosed
to the Buyer Agent, no Purchased Loan contains any equity participation by the
lender or provides for negative amortization or for any contingent or additional
interest in the form of participation in the cash flow of the related Mortgaged
Property.

         26. No Material Default. There exists no material default, breach or
event of acceleration under the documents evidencing or securing the Purchased
Loan; provided, however, that this representation and warranty does not address
or otherwise cover any default, breach or event of acceleration that
specifically pertains to any matter otherwise covered by any other
representation and warranty made by Seller in any of paragraphs 3, 7, 12, 14, 15
and 17 of this Exhibit VI. Seller has not waived any material event of default,
material default or material breach under the Purchased Loan Documents occurring
within the past twelve (12) months.

         27. Local Law Compliance. To Seller's actual knowledge, based solely
upon opinions of counsel and/or other due diligence customarily performed by
Seller, the


                                  Exhibit VI-8



improvements located on or forming part of the related Mortgaged Property comply
with applicable zoning laws and ordinances, or constitute legal nonconforming
uses or structures or, if any such improvement does not so comply, such
noncompliance does not materially and adversely affect the value of the related
Mortgaged Property.

         28. Junior Liens. None of the Purchased Loans permits the related
Mortgaged Property to be encumbered by any lien junior to or of equal priority
with the lien of the related Mortgage without the prior written consent of the
holder thereof. None of the Mortgaged Properties is encumbered by any lien
junior to the lien of the related Mortgage. Each Purchased Loan contains a "due
on sale" clause that provides for the acceleration of the payment of the unpaid
principal balance of the Purchased Loan if, without the prior written consent of
the holder of the Purchased Loan, the related Mortgaged Property is transferred
or sold.

         29. Actions Concerning Purchased Loans. To the actual knowledge of
Seller, there are no actions, suits or proceedings pending or threatened before
any court, administrative agency or arbitrator concerning any Purchased Loan or
related Mortgagor or Mortgaged Property that might materially and adversely
affect the value of the Mortgaged Property as security for the Purchased Loan.

         30. Servicing. The servicing and collection practices used by Seller
have been in all material respects legal, proper and prudent and have met
customary industry standards for servicing of commercial loans similar to the
Purchased Loans in question.

         31. Licenses and Permits. To Seller's knowledge, as of the date of
origination of the Purchased Loan, the related Mortgagor was in possession of
all material licenses, permits and franchises required by applicable law for the
ownership and operation of the related Mortgaged Property as it was then
operated.

         32. Assisted Living Facility Regulation. If any Mortgaged Property is
operated as an assisted living facility, (a) the related Mortgagor and operator,
if different, is in compliance in all material respects with all federal and
state laws applicable to the use and operation of the related Mortgaged Property
and (b) if the operator of the Mortgaged Property participates in Medicare or
Medicaid programs, the facility is in compliance in all material respects with
the requirements for participation in such programs.

         33. Nonrecourse Exceptions. The Purchased Loan Documents for each
Purchased Loan provide that such Purchased Loan constitutes the nonrecourse
obligations of the related obligor thereon except that either (i) such provision
does not apply in the case of fraud, misappropriation of awards, rents and
proceeds by the Mortgagor and other similar carve-outs that are customary or
(ii) such documents provide that the Mortgagor shall be liable to the holder of
the Purchased Loan for losses incurred as a result of fraud by the Mortgagor.

         34. Single-Purpose Entity. The Mortgagor on each Purchased Loan with an
outstanding principal balance in excess of $10,000,000, was, as of the
origination of the Purchased Loan, a Single-Purpose Entity. For this purpose, a
"Single-Purpose Entity" shall mean an entity, other than an individual, whose
organizational documents provide substantially to the effect that it was formed
or organized solely for the purpose of owning and operating one


                                  Exhibit VI-9



or more Mortgaged Properties securing the Purchased Loans and prohibit it from
engaging in any business unrelated to such Mortgaged Property or Properties, and
whose organizational documents further provide, or which entity represented in
the related Purchased Loan documents, substantially to the effect that it does
not have any assets other than those related to its interest in and operation of
such Mortgaged Property or Properties, or any indebtedness other than as
permitted by the related Mortgage or the other related Purchased Loan documents,
that it has its own books and records and accounts separate and apart from any
other person, and that it holds itself out as a legal entity, separate and apart
from any other person.

         Each borrower of a Purchased Loan in excess of $10,000,000 is an entity
which has represented in connection with the origination of the Purchased Loan,
or whose organizational documents as of the date of origination of the Purchased
Loan; provided that so long as the Purchased Loan is outstanding it will have at
least one independent director, manager or executive committee member.

         35. Separate Tax Parcels. Each Mortgaged Property constitutes one or
more complete separate tax lots or is subject to an endorsement under the
related title insurance policy.

         36. Operating or Financial Statement. The related Purchased Loan
Documents require the related borrower to furnish to the mortgagee at least
annually an operating statement with respect to the related Mortgaged Property.

         37. Purchased Loan Modifications. Any Purchased Loan that was
"significantly modified" prior to the Purchase Date so as to result in a taxable
exchange under Section 1001 of the Code either (a) was modified as a result of
the default or reasonably foreseeable default of such Purchased Loan or (b)
satisfies the provisions of either clause (a)(i) of paragraph 19 (substituting
the date of the last such modification for the date the Purchased Loan was
originated) or clause (a)(ii) of paragraph 19, including the proviso thereto.

         38. Inspections. Seller (or if Seller is not the originator, the
originator of the Purchased Loan) has inspected or caused to be inspected each
Mortgaged Property in connection with the origination of the related Purchased
Loan.

         39. Defeasance. Each Purchased Loan containing provisions for
defeasance of mortgage collateral either (i) requires the prior written consent
of, and compliance with the conditions set by, the holder of the Purchased Loan,
or (ii) requires that (A) defeasance may not occur prior to the time permitted
by applicable "real estate mortgage investment conduit" rules and regulations
(if applicable), (B) the replacement collateral consists of U.S. governmental
securities in an amount sufficient to make all scheduled payments under the
Mortgage Note when due, (C) independent public accountants certify that the
collateral is sufficient to make such payments, (D) counsel provide an opinion
that the Buyer Agent, for the benefit of the Buyers, has a perfected security
interest in such collateral prior to any other claim or interest, and (E) all
costs and expenses arising from the defeasance of the mortgage collateral shall
be borne by the borrower.

         40. Fraud. No fraudulent acts were committed by Seller in connection
with its acquisition or origination of such Purchased Loan, nor, to Seller's
knowledge, were any


                                  Exhibit VI-10



fraudulent acts committed by any Person in connection with the origination of
such Purchased Loan.

         41. Other Agreements. Except as included in the related Purchased Loan
File, Seller is not a party to any document, instrument or agreement, and there
is no document, that by its terms modifies or affects the rights and obligations
of any holder of such Purchased Loan and Seller has not consented to any
material change or waiver to any term or provision of any such document,
instrument or agreement and no such change or waiver exists.

REPRESENTATIONS AND WARRANTIES REGARDING EACH INDIVIDUAL PURCHASED LOAN WHICH IS
AN ELIGIBLE DEVELOPMENT LOAN OR AN ELIGIBLE BRIDGE LOAN
- --------------------------------------------------------------------------------

         With respect to each Purchased Loan which is an Eligible Development
Loan or an Eligible Bridge Loan, Seller represents and warrants on each Purchase
Date as follows, other than as set forth on the exception report provided to the
Buyer Agent in accordance with the Agreement.

         1. Corresponding Representations. Seller makes the representations and
warranties corresponding to Eligible Mezzanine Loans, Eligible First Mortgage
Loans, or Eligible B Notes, as applicable, mutatis mutandis.

         2. Eligible Development Loans. With respect to each Purchased Loan
which is an Eligible Development Loan, Seller additionally represents and
warrants on each Purchase Date as follows, other than as set forth on the
exception report provided to the Buyer Agent in accordance with the Agreement:

                  (a) The Purchased Loan is a performing commercial real estate
         loan owned by the Seller and the proceeds of which are applied to
         finance the acquisition of the underlying real property and the initial
         construction of improvements thereon and as to which scheduled
         construction and occupancy is scheduled to occur on or before 30 days
         prior to the Termination Date.

                  (b) The related borrower under the Purchased Loan has
         furnished to Seller performance bonds and/or labor and material payment
         bonds meeting the requirements of the related loan documents, with
         respect to the general contractor of the related construction project
         and each subcontractor whose subcontract amount exceeds $100,000, and
         such bonds are in full force and effect.

                  (c) Seller has delivered to the Buyer Agent a construction
         file containing all material plans and specifications, all contracts
         (including the general contract, the architect's contract, all material
         sub-contracts and all change orders), all borrower progress reports and
         all other material documents, in each case, contained in the related
         loan file.

                  (d) All requests made by the related borrower under the
         Purchased Loan for additional funding under the Purchased Loan, if any,
         that have been properly presented to


                                  Exhibit VI-11



         Seller and that were required to be advanced through the applicable
         Purchase Date have been advanced in accordance with the terms of the
         Purchased Loan documents.

                  (e) The Purchased Loan documents for such Purchased Loan are
         non-recourse to the related borrower subject to customary carve-outs
         required by lenders comparable to Seller for comparable loans.

REPRESENTATIONS AND WARRANTIES REGARDING EACH INDIVIDUAL PURCHASED LOAN WHICH IS
AN ELIGIBLE MEZZANINE LOAN
- --------------------------------------------------------------------------------

         With respect to each Purchased Loan which is an Eligible Mezzanine
Loan, Seller represents and warrants on each Purchase Date (i) that each
representation or warranty set forth in any other section of this Exhibit VI
which pertains to the underlying Mortgaged Property related to such Purchased
Loan is true and correct in all respects and (ii) as follows, in each case,
other than as set forth on the exception report provided to the Buyer Agent in
accordance with the Agreement:

         1. Purchased Loan Information. The information set forth in the
Purchased Loan Schedule is complete, true and correct in all material respects.

         2. No Default or Dispute Under Purchased Loan Documents. To Seller's
actual knowledge, there exists no material default, breach or event of
acceleration (and no event which, with the passage of time or the giving of
notice, or both, would constitute any of the foregoing) under the documents
evidencing or securing the Purchased Loan, in any such case to the extent the
same materially and adversely affects the value of the Purchased Loan and the
related underlying real property.

         3. No Offsets, Defenses or Counterclaims. There is no valid offset,
defense or counterclaim to such Purchased Loan.

         4. Equity Pledges. With respect to each Purchased Loan which is an
Eligible Mezzanine Loan only, the pledge of ownership interests securing such
Purchased Loan encumbers 100% of the direct or indirect equity or ownership
interests in the underlying real property owner (so that, except for the equity
interests pledged to Seller, there are no direct or indirect equity or ownership
interests in underlying real property owner or in any constituent entity) and
has been fully perfected as a first priority lien in favor of Seller as
mezzanine lender.

         5. Lockbox. The lockbox administrator, if any, is not an Affiliate of
Seller.

         6. Enforceability. The Purchased Loan Documents have been duly and
properly executed by Seller, and each is the legal, valid and binding obligation
of the parties thereto, enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or other laws relating to or affecting the rights of
creditors generally and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law). The
Purchased Loan is not usurious. Seller has fully and validly perfected all
security interests created or intended to be created pursuant to the Purchased
Loan Documents.


                                  Exhibit VI-12



         7. Waivers and Modifications. The terms of the related Purchased Loan
Documents have not been impaired, waived, altered or modified in any material
respect (other than by a written instrument which is included in the related
Purchased Loan File).

         8. Valid Assignment. The assignment of Purchased Loan constitutes the
legal, valid and binding assignment of such Purchased Loan from Seller to or for
the benefit of the applicable Buyer. No consent or approval by any third party
is required for any such assignment of such Purchased Loan, for such Buyer's (or
Buyer's Agent, as applicable) exercise of any rights or remedies under the
assignment of Purchased Loan, or for such Buyer's (or Buyer's Agent, as
applicable) sale or other disposition of such Purchased Loan if such Buyer
acquires title thereto, other than consents and approvals which have been
obtained. No third party (including underlying real property owner and
underlying real property mortgagee) holds any "right of first refusal," "right
of first negotiation," "right of first offer," purchase option, or other similar
rights of any kind on account of the occurrence of any of the foregoing. No
other impediment exists to any such transfer.

         9. Certain Representations and Warranties. To Seller's actual
knowledge, all representations and warranties in the Purchased Loan Documents
and in the underlying real property mortgage documents are true and correct in
all material respects.

         10. Parties Authorized. To the extent required under applicable law as
of the Purchase Date, each party to the Purchased Loan Documents was authorized
to do business in the jurisdiction in which the related underlying real property
is located at all times when it held the Purchased Loan to the extent necessary
to ensure the validity and enforceability of such Purchased Loan.

         11. No Advances of Funds. No party to the Purchased Loan Documents has
advanced funds on account of any default under the Purchased Loan or under the
underlying real property mortgage documents.

         12. Servicing. The servicing and collection practices used by Seller
for the Purchased Loan have complied with applicable law in all material
respects and are consistent with those employed by prudent servicers of
comparable loans.

         13. No Assignment. Seller has not effectuated any transfer, sale,
assignment, hypothecation, or other conveyance of any of its rights and
obligations under any Purchased Loan Document, except in connection with the
Agreement.

         14. No Bankruptcy. To Seller's actual knowledge, none of the following
parties is a debtor in any state or federal bankruptcy or insolvency proceeding:
Seller; underlying real property owner; or underlying real property mortgagee.

REPRESENTATIONS AND WARRANTIES REGARDING EACH INDIVIDUAL PURCHASED LOAN WHICH IS
AN ELIGIBLE B NOTE
- --------------------------------------------------------------------------------

         With respect to each Purchased Loan which is an Eligible B Note, Seller
represents and warrants on each Purchase Date (i) that each representation or
warranty set forth in any other section of this Exhibit VI which pertains to the
underlying Mortgaged Property


                                  Exhibit VI-13



related to such Purchased Loan is true and correct in all respects and (ii) as
follows, in each case, other than as set forth on the exception report provided
to the Buyer Agent in accordance with the Agreement:

         1. Purchased Loan Information. The information set forth in the
Purchased Loan Schedule is complete, true and correct in all material respects.

         2. No Default or Dispute Under Purchased Loan Documents. There exists
no material default, breach or event of acceleration (and no event which, with
the passage of time or the giving of notice, or both, would constitute any of
the foregoing) under the documents evidencing or securing the Purchased Loan, in
any such case to the extent the same materially and adversely affects the value
of the Purchased Loan and the related underlying real property.

         3. No Offsets, Defenses or Counterclaims. There is no valid offset,
defense or counterclaim to such Purchased Loan.

         4. Lockbox. The lockbox administrator, if any, is not an Affiliate of
Seller.

         5. Enforceability. The Purchased Loan Documents have been duly and
properly executed by Seller, and each is the legal, valid and binding obligation
of the parties thereto, enforceable in accordance with its terms, except as such
enforcement may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or other laws relating to or affecting the rights of
creditors generally and by general principles of equity (regardless of whether
such enforcement is considered in a proceeding in equity or at law). The
Purchased Loan is not usurious. Seller has fully and validly perfected all
security interests created or intended to be created pursuant to the Purchased
Loan Documents.

         6. Waivers and Modifications. The terms of the related Purchased Loan
Documents have not been impaired, waived, altered or modified in any material
respect (other than by a written instrument which is included in the related
Purchased Loan File).

         7. Valid Assignment. The assignment of Purchased Loan constitutes the
legal, valid and binding assignment of such Purchased Loan from Seller to or for
the benefit of the applicable Buyer. No consent or approval by any third party
is required for any such assignment of such Purchased Loan, for such Buyer's (or
the Buyer Agent, as applicable) exercise of any rights or remedies under the
assignment of Purchased Loan, or for such Buyer's (or the Buyer Agent, as
applicable) sale or other disposition of such Purchased Loan if such Buyer
acquires title thereto, other than consents and approvals which have been
obtained. No third party (including underlying real property owner and
underlying real property mortgagee) holds any "right of first refusal," "right
of first negotiation," "right of first offer," purchase option, or other similar
rights of any kind on account of the occurrence of any of the foregoing. No
other material impediment exists to any such transfer.

         8. Certain Representations and Warranties. All representations and
warranties in the Purchased Loan Documents and in the underlying documents for
the performing commercial mortgage loan secured by a first lien on a multifamily
or commercial property to which such Purchased Loan relates are true and correct
in all material respects.


                                  Exhibit VI-14



         9. Parties Authorized. To the extent required under applicable law as
of the Purchase Date, each party to the Purchased Loan Documents was authorized
to do business in the jurisdiction in which the related underlying real property
is located at all times when it held the Purchased Loan to the extent necessary
to ensure the validity and enforceability of such Purchased Loan.

         10. No Advances of Funds. No party to the Purchased Loan Documents has
advanced funds on account of any default under the Purchased Loan or under the
underlying real property mortgage documents.

         11. Servicing. The servicing and collection practices used by Seller
for the Purchased Loan have complied with applicable law in all material
respects and are consistent with those employed by prudent servicers of
comparable loans.

         12. No Assignment. Seller has not effectuated any transfer, sale,
assignment, hypothecation, or other conveyance of any of its rights and
obligations under any Purchased Loan Document, except in connection with the
Agreement.

         13. No Bankruptcy. To Seller's actual knowledge, none of the following
parties is a debtor in any state or federal bankruptcy or insolvency proceeding:
Seller; underlying real property owner; or underlying real property mortgagee.


                                  Exhibit VI-15



                                                                     EXHIBIT VII


                           PURCHASED LOAN INFORMATION
- --------------------------------------------------------------------------------
Loan ID #:
Borrower Name:
Borrower Address:
Borrower City:
Borrower State:
Borrower Zip Code:
Recourse?
Guaranteed?
Related Borrower Name(s):
Original Principal Balance:
Note Date:
Loan Date:
Loan Type (e.g., fixed/a.r.m.):
Current Principal Balance:
Current Interest Rate (per annum):
Paid to date:
Annual P&I:
Next Payment due date:
Index (complete whether fixed or a.r.m.):
Gross Spread/Margin (complete whether fixed or a.r.m.):
Life Cap:
Life Floor:
Periodic Cap:
Periodic Floor:
Rounding Factor:
Lookback (in days):
Interest Calculation Method (e.g., Actual/360):
Interest rate adjustment frequency:
P&I payment frequency:
First P&I payment due:
First interest rate adjustment date:
First payment adjustment date:
Next interest rate adjustment date:
Next payment adjustment date:
Conversion Date:
Converted Interest Rate Index:
Converted Interest Rate Spread:
Maturity date:
Loan term:
Amortization term:
Hyper-Amortization Flag:


                                  Exhibit VII-1



                           PURCHASED LOAN INFORMATION
- --------------------------------------------------------------------------------
Hyper-Amortization Term:
Hyper-Amortization Rate Increase:
Balloon Amount:
Balloon LTV:
Prepayment Penalty Flag:
Prepayment Penalty Text:
Lockout Period:
Lien Position:
Fee/Leasehold:
Ground Lease Expiration Date:
Property Name:
Property Address:
Property City:
Property Zip Code:
Property Type (General):
Property Type (Specific):
Cross-collateralized (Yes/No)*:
Property Size:
Year built:
Year renovated:
Actual Average Occupancy:
Occupancy Rent Roll Date:
Underwritten Average Occupancy:
Largest Tenant:
Largest Tenant SF:
Largest Tenant Lease Expiration:
2nd Largest Tenant:
2nd Largest Tenant SF:
2nd Largest Tenant Lease Expiration:
3rd Largest Tenant:
3rd Largest Tenant SF:
3rd Largest Tenant Lease Expiration:
Underwritten Average Rental Rate/ADR:
Underwritten Vacancy:
Underwritten Other Income:
Underwritten Total Revenues:
Underwritten Replacement Reserves:
Underwritten Management Fees:
Underwritten Franchise Fees:
Underwritten Total Expenses:
Underwritten Leasing Commissions:


*        If yes, give property information on each property covered and in
         aggregate as appropriate. Loan ID.

                                 Exhibit VII-2



                           PURCHASED LOAN INFORMATION
- --------------------------------------------------------------------------------
Underwritten Tenant Improvement Costs:
Underwritten NOI:
Underwritten NCF:
Underwritten Debt Service Constant:
Underwritten DSCR at NOI:
Underwritten DSCR at NCF:
Underwritten NOI Period End Date:
Hotel Franchise:
Hotel Franchise Expiration Date:
Appraiser Name:  (if Applicable)
Appraised Value:  (if Applicable)
Appraisal Date:  (if Applicable)
Appraisal Cap Rate:  (if Applicable)
Appraisal Discount Rate:  (if Applicable)
Underwritten LTV:
Environmental Report Preparer:
Environmental Report Date:
Environmental Report Issues:
Architectural and Engineering Report Preparer:
Architectural and Engineering Report Date:
Deferred Maintenance Amount:
Ongoing Replacement Reserve Requirement per A&E Report:
Immediate Repairs Escrow % (e.g., 125%):
Replacement Reserve Annual Deposit:
Replacement Reserve Balance:
Tenant Improvement/Leasing Commission Annual Deposits:
Tenant Improvement/Leasing Commission Balance:
Taxes paid through date:
Monthly Tax Escrow:
Tax Escrow Balance:
Insurance paid through date:
Monthly Insurance Escrow:
Insurance Escrow Balance:
Reserve/Escrow Balance as of Date:
Probable Maximum Loss %:
Covered by Earthquake Insurance (Yes/No):
Number of times 30 days late in last 12 months:
Number of times 60 days late in last 12 months:
Number of times 90 days late in last 12 months:
Servicing Fee:
Notes:


                                 Exhibit VII-3




                                                                    EXHIBIT VIII

ADVANCE PROCEDURE

         Final Approval of New Assets Which Are Eligible Securities/Preliminary
Approval of New Assets Which Are Eligible Loans.

                  (a) Seller may, from time to time, submit to the Buyer Agent a
         Preliminary Due Diligence Package for the Buyer Agent's review and
         approval in order to enter into a Transaction with respect to any New
         Asset that Seller proposes to be included as a Purchased Asset under
         the Agreement.

                  (b) Upon the Buyer Agent's receipt of a complete Preliminary
         Due Diligence Package, the Buyer Agent, within two (2) Business Days,
         shall have the right to request, in the Buyer Agent's good faith
         business judgment, additional diligence materials and deliveries that
         the Buyer Agent shall specify on a Supplemental Due Diligence List.
         Upon the Buyer Agent's receipt of all of the Diligence Materials or the
         Buyer Agent's waiver thereof, the Buyer Agent, within three (3)
         Business Days (in the case of an Eligible Security) or five (5)
         Business Days and following receipt of internal credit approval, shall
         either (i) notify Seller of the Purchase Price and the Market Value for
         the New Asset or (ii) deny, in the Buyer Agent's good faith business
         judgment, Seller's request for a Transaction. The Buyer Agent's failure
         to respond to Seller within three (3) or five (5) Business Days, as
         applicable, shall be deemed to be a denial of Seller's request for an
         Advance, unless the Buyer Agent and Seller have agreed otherwise in
         writing.

         Final Approval of New Assets Which Are Eligible Loans. Upon the Buyer
Agent's notification to Seller of the Purchase Price and the Market Value for
any New Asset which is an Eligible Loan, Seller shall, if Seller desires to
enter into a Transaction with respect to such New Asset, satisfy the conditions
set forth below (in addition to satisfying the Transaction Conditions Precedent
to obtaining each advance) as a condition precedent to the Buyer Agent's
approval of such New Asset as a Purchased Asset, all in a manner reasonably
satisfactory to the Buyer Agent and pursuant to documentation reasonably
satisfactory to the Buyer Agent:

                  (a) Delivery of Purchased Loan Documents. Seller shall deliver
         to the Buyer Agent: (i) with respect to any New Asset that is a
         Preexisting Loan, each of the Purchased Loan Documents, except
         Purchased Loan Documents that Seller expressly and specifically
         disclosed in Seller's Preliminary Due Diligence Package were not in
         Seller's possession; and (ii) with respect to any New Asset that is an
         Originated Loan, each of the Purchased Loan Documents.

                  (b) Environmental and Engineering. The Buyer Agent shall have
         received a "Phase 1" (and, if necessary, "Phase 2") environmental
         report, an asbestos survey, if applicable, and an engineering report,
         each in form reasonably satisfactory to the Buyer Agent, by an engineer
         or environmental consultant reasonably approved by the Buyer Agent.


                                 Exhibit VIII-1



                  (c) Appraisal. The Buyer Agent shall have received either an
         Acceptable Appraisal or a Draft Appraisal. If the Buyer Agent receives
         only a Draft Appraisal prior to entering into a Transaction, Seller
         shall deliver an Acceptable Appraisal on or before thirty (30) days
         after the Purchase Date.

                  (d) Insurance. The Buyer Agent shall have received
         certificates or other evidence of insurance demonstrating insurance
         coverage in respect of the Mortgaged Property of types, in amounts,
         with insurers and otherwise in compliance with the terms, provisions
         and conditions set forth in the Purchased Loan Documents. Such
         certificates or other evidence shall indicate that Seller will be named
         as an additional insured as its interest may appear and shall contain a
         loss payee endorsement in favor of such additional insured with respect
         to the policies required to be maintained under the Purchased Loan
         Documents.

                  (e) Survey. The Buyer Agent shall have received all surveys of
         the Mortgaged Property that are in Seller's possession.

                  (f) Lien Search Reports. The Buyer Agent or the Buyer Agent's
         counsel shall have received, as reasonably requested by the Buyer
         Agent, satisfactory reports of UCC, tax lien, judgment and litigation
         searches and title updates conducted by search firms and/or title
         companies acceptable to the Buyer Agent with respect to the Eligible
         Loan, Mortgaged Property, Seller and Mortgagor, such searches to be
         conducted in each location the Buyer Agent shall reasonably designate.

                  (g) Opinions of Counsel. The Buyer Agent shall have received
         copies of all legal opinions in Seller's possession with respect to the
         Eligible Loan which shall be in form and substance reasonably
         satisfactory to the Buyer Agent.

                  (h) Additional Real Estate Matters. Seller shall have
         delivered to the Buyer Agent to the extent in Seller's possession such
         other real estate related certificates and documentation as may have
         been requested by the Buyer Agent, such as: (i) certificates of
         occupancy issued by the appropriate Governmental Authority and either
         letters certifying that the Mortgaged Property is in compliance with
         all applicable zoning laws issued by the appropriate Governmental
         Authority or evidence that the related Title Policy includes a zoning
         endorsement and (ii) abstracts of all leases in effect at the Mortgaged
         Property and estoppel certificates, in form and substance acceptable to
         the Buyer Agent, from any ground lessor and from any tenant that
         occupies 7.5% or more of the rentable space at the Mortgaged Property,
         and in any event from tenants whose occupancies aggregate not less than
         70% of the occupied rentable square footage at the Mortgaged Property.

                  (i) Other Documents. The Buyer Agent shall have received such
         other documents as the Buyer Agent or its counsel shall reasonably deem
         necessary.

         Within three (3) Business Days of Seller's satisfaction of all of the
conditions enumerated in clauses (a) through (i) above, the Buyer Agent shall
either (i) if the Purchased Loan Documents with respect to a New Asset are not
reasonably satisfactory in form and


                                 Exhibit VIII-2



substance to the Buyer Agent, notify Seller that the Buyer Agent has not
approved such New Asset as a Purchased Asset or (ii) notify Seller that the
Buyer Agent has approved the New Asset as a Purchased Asset. The Buyer Agent's
failure to respond to Seller within three (3) Business Days shall be deemed to
be a denial of Seller's request that the Buyer Agent approve the New Asset,
unless the Buyer Agent and Seller have agreed otherwise in writing.


                                 Exhibit VIII-3



                                                                      EXHIBIT IX

                           FORM OF REDIRECTION LETTER

                             [Letterhead of Seller]

                                                                 ______ __, 20__

[Borrower Name]
[Address]
           Re:      [__________]

To Whom It May Concern:

         ANTHRACITE CAPITAL BOFA FUNDING LLC has transferred all of its interest
in the Loan to [Bank of America, N.A. ("Bank of America")] [Banc of America
Mortgage Capital Corporation ("BAMCC")], and, accordingly, [Bank of America]
[BAMCC] is now your lender with regard to the Loan. All notices, demands and
requests to be given to the lender under the documents evidencing, securing
and/or governing the Loan shall be sent to the following address (until such
address for notice is changed in accordance with the Loan documents):

            [Bank of America, N.A.] [Banc of America
             Mortgage Capital Corporation]
            Mail Code:  NC1-027-19-01
            Hearst Tower
            214 North Tryon Street
            Charlotte, NC  28555
            Attention:  Christopher Young, Vice President, Portfolio Management

            with a copy to:

            ANTHRACITE CAPITAL BOFA FUNDING LLC
            c/o BlackRock Financial Management, Inc.
            40 East 52nd Street
            New York, New York 10022
            Attention:  Mr. Richard Shea

         All payments to be made to Bank of America under the Loan shall be made
by wire transfer in accordance with the following instructions:

            Wells Fargo Bank, N.A.
            ABA 121-000-248
            Account #:  53165200
            Account name:  Anthracite-Bank of America US Facility Warehouse


                                  Exhibit IX-1




         Please feel free to call Richard Shea at (212) 754-5579 should you have
any questions or concerns. Thank you.


                                  ANTHRACITE CAPITAL BOFA FUNDING
                                    LLC, a Delaware limited liability company

                                  By: Anthracite Capital, Inc., a Maryland
                                      corporation, its sole member


                                  By:
                                    -------------------------------------------
                                    Name:
                                    Title:


                                  Exhibit IX-2

EX-10

                                                                    Exhibit 10.4


                                                                  Execution Copy

                                    GUARANTY

         This GUARANTY is made and entered into by Anthracite Capital, Inc., a
Maryland corporation whose address is c/o BlackRock Financial Management, Inc.,
40 East 52nd Street, New York, New York 10022 ("Guarantor"), for the benefit of
Bank of America, N.A., whose address is Mail Code NC1-027-19-01, Hearst Tower,
214 North Tryon Street, Charlotte, North Carolina 28555 (the "Buyer Agent") for
the benefit of Bank of America, N.A. ("BANA") and Banc of America Mortgage
Capital Corporation ("BAMCC", individually and/or collectively, as the context
may require, each a "Buyer" and collectively, the "Buyers"). This Guaranty is
made with reference to the following facts (with some capitalized terms being
defined below):

         WHEREAS, the Buyers are considering entering into one or more
repurchase agreement transactions (the "Repurchase Transactions") up to a
maximum aggregate amount of Two Hundred Million Dollars ($200,000,000.00), with
Anthracite Capital BOFA Funding LLC, a Delaware limited liability company whose
address is c/o BlackRock Financial Management, Inc., 40 East 52nd Street, New
York, New York 10022 ("Seller").

         WHEREAS, in connection with the Repurchase Transactions, Seller, the
Buyer Agent and Buyers are entering into the following documents (collectively,
together with (x) this Guaranty, (y) any other documents executed by Seller or
Guarantor evidencing, securing or otherwise relating to the Repurchase
Transactions or this Guaranty and (z) any modifications, extensions, renewals,
restatements or replacements of any of the foregoing, the "Repurchase
Documents"): 1. that certain Master Repurchase Agreement between Seller, the
Buyer Agent and Buyers dated July 20, 2007, together with all annexes thereto
(as amended, modified and in effect from time to time, the "Repurchase
Agreement"); and 2. that certain Custodial Agreement among the Buyer Agent,
Seller and Custodian dated as of July 20, 2007, as amended, modified and in
effect from time to time.

         WHEREAS, the Buyer Agent has examined, among other things, both
Seller's and Guarantor's creditworthiness and ability to pay and perform
Seller's obligations under the Repurchase Documents.

         WHEREAS, the Buyer Agent and the Buyers have requested, as a condition
of entering into the Repurchase Agreement, that the obligations of Seller be
guarantied by Guarantor.

         WHEREAS, Guarantor is the direct owner of 100% of the membership
interests of Seller.

         WHEREAS, Guarantor expects to benefit if the Buyer Agent and the Buyers
enters into the Repurchase Agreement with Seller, and desires that the Buyer
Agent and the Buyers enter into the Repurchase Agreement with Seller.





         WHEREAS, the Buyer Agent and the Buyers would not enter into, and would
not be obligated to enter into, the Repurchase Agreement with Seller unless
Guarantor executed this Guaranty. This Guaranty is therefore delivered to the
Buyer Agent to induce the Buyer Agent and the Buyers to enter into the
Repurchase Agreement.

         NOW, THEREFORE, in exchange for good, adequate, and valuable
consideration, the receipt of which Guarantor acknowledges, and to induce the
Buyer Agent and the Buyers to enter into the Repurchase Agreement and accept the
Repurchase Documents, Guarantor agrees as follows:

         1. DEFINITIONS. For purposes of this Guaranty, the following terms
shall be defined as set forth below. In addition, any capitalized term defined
in the Repurchase Agreement but not defined in this Guaranty shall have the same
meaning in this Guaranty as in the Repurchase Agreement.

         1.1 "Adjusted Net Income" means, for any period, the Net Income of
Guarantor and its consolidated Subsidiaries for such period, determined on a
cash basis for such period without recognizing any trading portfolio gains or
losses in general, and specifically without giving effect to:

         (a) depreciation and amortization,

         (b) gains or losses that are classified as "extraordinary" in
accordance with GAAP,

         (c) capital gains or losses on sales of real estate,

         (d) capital gains or losses with respect to the disposition of
investments in marketable securities,

         (e) any provision/benefit for income taxes for such period,

         (f) earnings from equity investments and unconsolidated joint ventures
determined in accordance with GAAP,

         (g) losses attributable to the impairment of assets,

         (h) incentive fees paid in the form of the issuance of the Guarantor's
common stock,

         (i) Cash Interest Expense,

         (j) income or expense attributable to the ineffectiveness of hedging
transactions, and

         (k) interest accretions, whether in favor or against the Guarantor.


                                      -2-



         Without limiting the foregoing, Net Income shall be determined before
preferred stock dividends and shall include cash distributions from equity
investments and unconsolidated joint ventures.

         1.2 "Capital Lease Obligations" means, for any Person, all obligations
of such Person to pay rent or other amounts under a lease of (or other agreement
conveying the right to use) Property to the extent such obligations are required
to be classified and accounted for as a capital lease on a balance sheet of such
Person under GAAP, and for purposes of this Guaranty, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP.

         1.3 "Cash" means cash on deposit in the Cash Management Account or in
any other account maintained by the Seller with any depository institution.

         1.4 "Cash Interest Expense" means, for any period, total interest
expense, both expensed and capitalized, of Guarantor and its Subsidiaries for
such period with respect to the Total Recourse Indebtedness, determined on a
consolidated cash basis, for such period, and net of any interest accretions,
whether in favor or against, with respect to debt.

         1.5 "Debt Service Coverage Ratio" or "DSCR" means, for any period, the
ratio of Adjusted Net Income to Cash Interest Expense on the Total Recourse
Indebtedness outstanding, it being understood that such determination shall be
made on a cash basis.

         1.6 "Equity Proceeds" means any proceeds received from the sale or
issuance of any capital stock.

         1.7 "Guarantied Obligations" means Seller's obligations: (a) to fully
and promptly pay all sums owed under the Repurchase Documents at the times and
according to the terms required by the Repurchase Documents, without regard to
any modification, suspension, or limitation of such terms not agreed to by the
Buyer Agent, such as a modification, suspension, or limitation arising in or
pursuant to any Insolvency Proceeding affecting Seller (even if any such
modification, suspension, or limitation causes Seller's obligation to become
discharged or unenforceable and even if such modification was made with the
Buyer Agent's consent or agreement); and (b) to perform all other obligations
contained in the Repurchase Documents, whether monetary or nonmonetary, when and
as required by the Repurchase Documents, including all obligations of Seller
relating to the Repurchase Transactions and the Security under the Repurchase
Documents.

         1.8 "Indebtedness" means, for any Person without duplication: (a)
obligations created, issued or incurred by such Person for borrowed money
(whether by loan, the issuance and sale of debt securities or the sale of
Property to another Person subject to an understanding or agreement, contingent
or otherwise, to repurchase such Property from such Person); (b) obligations of
such Person to pay the deferred purchase or acquisition price of Property or
services, other than trade accounts payable (other than for borrowed money)
arising, and accrued expenses incurred, in the ordinary course of business so
long as such trade accounts payable are payable within ninety (90) days after
the date the respective goods are delivered or the respective services are
rendered; (c) Indebtedness of others secured by a Lien on the Property of such


                                      -3-



Person, whether or not the respective Indebtedness so secured has been assumed
by such Person; (d) obligations (contingent or otherwise) of such Person in
respect of letters of credit or similar instruments issued or accepted by banks
and other financial institutions for account of such Person; (e) Capital Lease
Obligations of such Person; (f) obligations of such Person under repurchase
agreements, sale/buy-back agreements or like arrangements; (g) Indebtedness of
others guarantied by such Person; (h) all obligations of such Person incurred in
connection with the acquisition or carrying of fixed assets by such Person; (i)
Indebtedness of general partnerships of which such Person is a general partner;
(j) net liabilities under Hedging Agreements, as determined in accordance with
GAAP; and (k) all Off-Balance Sheet Obligations of such Person

         1.9 "Insolvency Proceeding" means any case under Title 11 of the United
States Code or any successor statute or any other insolvency, bankruptcy,
reorganization, liquidation, or like proceeding, or other statute or body of law
relating to creditors' rights, whether brought under state, federal, or foreign
law.

         1.10 "Intangible Assets" means the excess of the cost over book value
of assets acquired, patents, trademarks, trade names, copyrights, franchises and
other intangible assets (excluding in any event the value of any residual
securities).

         1.11 "Liens" means any mortgage, lien, pledge, charge, security
interest or similar encumbrance.

         1.12 "Net Income" means, for any period and for Guarantor and its
consolidated Subsidiaries, the consolidated net income (or loss) of Guarantor
and its consolidated Subsidiaries for such period as determined on a
consolidated basis in accordance with GAAP as adjusted in accordance with the
terms hereof.

         1.13 "Non-Recourse Indebtedness" means, with respect to any Person,
Indebtedness for borrowed money in respect of which recourse for payment (except
for customary exceptions for fraud, misapplication of funds, environmental
indemnities, and other customary exceptions to non-recourse provisions) is
contractually limited to specific assets encumbered by a Lien securing such
Indebtedness.

         1.14 "Off-Balance Sheet Obligations" mean, with respect to any Person
and its consolidated Subsidiaries determined on a consolidated basis as of any
date of determination thereof, without duplication and to the extent not
included as a liability on the consolidated balance sheet of such Person and its
consolidated Subsidiaries in accordance with GAAP: (a) the monetary obligations
under any financing lease or so-called "synthetic", tax retention or off-balance
sheet lease transaction which, upon the application of any insolvency laws to
such Person or any of its consolidated Subsidiaries, would be characterized as
indebtedness; (b) the monetary obligations under any sale and leaseback
transaction which does not create a liability on the consolidated balance sheet
of such Person and its consolidated Subsidiaries; or (c) any other monetary
obligation arising with respect to any other transaction which (i) is
characterized as indebtedness for tax purposes but not for accounting purposes
in accordance with GAAP or (ii) is the functional equivalent of or takes the
place of borrowing but which does not constitute a liability on the consolidated
balance sheet of such Person and its consolidated Subsidiaries (for


                                      -4-



purposes of this clause (c), any transaction structured to provide tax
deductibility as interest expense of any dividend, coupon or other periodic
payment shall be deemed to be the functional equivalent of a borrowing).

         1.15 "Property" means any right or interest in or to property of any
kind whatsoever, whether real, personal or mixed and whether tangible or
intangible.

         1.16 "Security" means any security or collateral held by or for the
Buyer Agent, for the benefit of the Buyers, for the Repurchase Transactions or
the Guarantied Obligations, whether real or personal property, including any
mortgage, deed of trust, financing statement, security agreement, and other
security document or instrument of any kind securing the Repurchase Transactions
in whole or in part.

         1.17 "Seller" means: (a) Seller as defined above, acting on its own
behalf; (b) any estate created by the commencement of an Insolvency Proceeding
affecting Seller; (c) any trustee, liquidator, sequestrator, or receiver of
Seller or Seller's property; and (d) any similar person duly appointed pursuant
to any law governing any Insolvency Proceeding of Seller.

         1.18 "Subsidiary" means, as to any Person, a corporation, partnership,
limited liability company or other entity of which shares of stock or other
ownership interests having ordinary voting power (other than stock or such other
ownership interests having such power only by reason of a contingency) to elect
a majority of the board of directors or other managers of such corporation,
partnership, limited liability company or other entity are at the time owned, or
the management of which is otherwise controlled, directly or indirectly through
one or more intermediaries, or both, by such Person

         1.19 "Tangible Net Worth" means, as of a particular date, (i) all
amounts that would be included under stockholder's equity on a balance sheet of
Guarantor and its consolidated Subsidiaries at such date, determined in
accordance with GAAP, less (ii) the sum of (A) amounts owing to Guarantor and
its consolidated Subsidiaries from Affiliates and (B) Intangible Assets of
Guarantor and its consolidated Subsidiaries.

         1.20 "Tangible Net Worth Ratio" shall have the meaning provided in
Section 5.2 of this Guaranty.

         1.21 "Total Recourse Indebtedness" means, for any period, the aggregate
Indebtedness (excepting any Non-Recourse Indebtedness) of Guarantor and its
consolidated Subsidiaries during such period.

         1.22 "Unfunded Margin Amount" means, in respect of any Eligible Asset
on any date of determination, the positive difference, if any, between (a) the
Market Value in respect of such Eligible Asset and (b) the outstanding
Repurchase Price for such Eligible Asset.

         2. ABSOLUTE GUARANTY OF ALL GUARANTIED OBLIGATIONS. Guarantor
unconditionally and irrevocably guarantees Seller's prompt and complete payment,
observance, fulfillment, and performance of all Guarantied Obligations.
Guarantor shall be personally liable for, and personally obligated to pay and
perform, all Guarantied Obligations.


                                      -5-



All assets and property of Guarantor shall be subject to recourse if Guarantor
fails to pay and perform any Guarantied Obligation(s) when and as required to be
paid and performed pursuant to the Repurchase Documents.

         3. NATURE AND SCOPE OF LIABILITY. Guarantor's liability under this
Guaranty is primary and not secondary. Guarantor's liability under this Guaranty
shall be in the full amount of all Guarantied Obligations, including any
interest, default interest, costs and fees payable by Seller under the
Repurchase Documents, including any of the foregoing that would have accrued
under the Repurchase Documents but for any Insolvency Proceeding.

         4. CHANGES IN REPURCHASE DOCUMENTS. Without notice to, or consent by,
Guarantor, and in the Buyer Agent's sole and absolute discretion and without
prejudice to the Buyer Agent or in any way limiting or reducing Guarantor's
liability under this Guaranty, but subject to the terms of the Repurchase
Agreement, the Buyer Agent, on behalf of the Buyers, may: (a) grant extensions
of time, renewals or other indulgences or modifications to Seller or any other
party under any of the Repurchase Document(s), (b) change, amend, or modify any
Repurchase Document(s), (c) authorize the sale, exchange, release or
subordination of any Security, (d) accept or reject additional Security in
accordance with the terms of the Repurchase Agreement, (e) discharge or release
any party or parties liable under the Repurchase Documents, (f) foreclose or
otherwise realize on any Security, or attempt to foreclose or otherwise realize
on any Security, whether such attempt is successful or unsuccessful, in
accordance with the terms of the Repurchase Agreement, (g) accept or make
compositions or other arrangements or file or refrain from filing a claim in any
Insolvency Proceeding, (h) make loans to Seller in such amount(s) and at such
time(s) as the Buyer Agent may determine, (i) credit payments in such manner and
order of priority as the Buyer Agent may determine in its discretion, provided
that such credits shall be consistent with the requirements of the Repurchase
Agreement and (j) otherwise deal with Seller and any other party related to the
Repurchase Transactions or any Security as the Buyer Agent may determine in its
sole and absolute discretion. Without limiting the generality of the foregoing,
Guarantor's liability under this Guaranty shall continue even if the Buyer Agent
alters any obligations under the Repurchase Documents in any respect or any
Buyer's, the Buyer Agent's or Guarantor's remedies or rights against Seller are
in any way impaired or suspended without Guarantor's consent. If the Buyer Agent
performs any of the actions described in this paragraph, then Guarantor's
liability shall continue in full force and effect even if the Buyer Agent's
actions impair, diminish or eliminate Guarantor's subrogation, contribution, or
reimbursement rights (if any) against Seller.

         5. CERTAIN FINANCIAL COVENANTS. Guarantor shall satisfy with respect to
itself each of the following financial covenants, as determined quarterly on a
consolidated basis in conformity with GAAP as set forth in the financial
statements of Guarantor delivered pursuant to Section 15 hereof:

         5.1 Maintenance of Tangible Net Worth. Tangible Net Worth at the end of
each fiscal quarter shall not be less than the sum of (i) $400,000,000, plus,
(ii) an amount equal to 75% of any Equity Proceeds;


                                      -6-



         5.2 Maintenance of Ratio of Total Recourse Indebtedness to Tangible Net
Worth. The ratio of Total Recourse Indebtedness to Tangible Net Worth (the
"Tangible Net Worth Ratio") at the end of each fiscal quarter shall not be
greater than 3.0:1.0;

         5.3 Minimum DSCR. DSCR at the end of each fiscal quarter shall not be
less than 1.20:1.00; and

         5.4 Maintenance of Liquidity. The sum of (i) Cash, plus, (ii)
unencumbered and unpledged marketable securities plus, (iii) the Unfunded Margin
Amount at the end of each fiscal quarter shall not be less than $10,000,000;

         provided, that compliance with clauses 5.1 through 5.4 above shall be
determined by excluding the assets and liabilities of variable interest entities
required to be consolidated under FIN 46R and without giving any effect to any
changes in or in the interpretation of FAS 140 after the date hereof.

         6. NATURE OF GUARANTY. Guarantor's liability under this Guaranty is a
guaranty of payment and performance of the Guarantied Obligations, and is not a
guaranty of collection or collectability. Guarantor's liability under this
Guaranty is not conditioned or contingent upon the genuineness, validity,
regularity or enforceability of any of the Repurchase Documents. Guarantor's
liability under this Guaranty is a continuing, absolute, and unconditional
obligation under any and all circumstances whatsoever (except as expressly
stated, if at all, in this Guaranty), without regard to the validity, regularity
or enforceability of any of the Guarantied Obligations. Guarantor acknowledges
that Guarantor is fully obligated under this Guaranty even if Seller had no
liability at the time of execution of the Repurchase Documents or later ceases
to be liable under any Repurchase Document, whether pursuant to Insolvency
Proceedings or otherwise. Guarantor shall not be entitled to claim, and
irrevocably covenants not to raise or assert, any defenses against the
Guarantied Obligations that would or might be available to Seller, other than
actual payment and performance of all Guarantied Obligations in full in
accordance with their terms. Guarantor waives any right to compel the Buyer
Agent to proceed first against Seller or any Security before proceeding against
Guarantor. Guarantor agrees that if any of the Guarantied Obligations are or
become void or unenforceable (because of inadequate consideration, lack of
capacity, Insolvency Proceedings, or for any other reason), then Guarantor's
liability under this Guaranty shall continue in full force with respect to all
Guarantied Obligations as if they were and continued to be legally enforceable,
all in accordance with their terms before giving effect to the Insolvency
Proceedings. Guarantor also recognizes and acknowledges that its liability under
this Guaranty may be more extensive in amount and more burdensome than that of
Seller. Guarantor waives any defense that might otherwise be available to
Guarantor based on the proposition that a guarantor's liability cannot exceed
the liability of the principal. Guarantor intends to be fully liable under the
Guarantied Obligations regardless of the scope of Seller's liability thereunder.
Without limiting the generality of the foregoing, if the Guarantied Obligations
are "nonrecourse" as to Seller or Seller's liability for the Guarantied
Obligations is otherwise limited in some way, Guarantor nevertheless intends to
be fully liable, to the full extent of all of Guarantor's assets, with respect
to all the Guarantied Obligations, even though Seller's liability for the
Guarantied Obligations may be more limited in scope or less burdensome.
Guarantor waives any defenses to this Guaranty arising or purportedly arising
from the manner in which any Buyer or the Buyer Agent disburses the


                                      -7-



Repurchase Transactions to Seller or otherwise, or any waiver of the terms of
any Repurchase Document by the Buyer Agent or other failure of the Buyer Agent
to require full compliance with the Repurchase Documents. Guarantor's liability
under this Guaranty shall continue until all sums due under the Repurchase
Documents have been paid in full and all other performance required under the
Repurchase Documents has been rendered in full, except as expressly provided
otherwise (if at all) in this Guaranty. Guarantor's liability under this
Guaranty shall not be limited or affected in any way by any impairment or any
diminution or loss of value of any Security whether caused by (a) hazardous
substances, (b) the Buyer Agent's failure to perfect a security interest in any
Security, (c) any disability or other defense(s) of Seller, (d) any acts or
omissions of the Buyers or the Buyer Agent; or (e) any breach by Seller of any
representation or warranty contained in any Repurchase Document.

         7. WAIVERS OF RIGHTS AND DEFENSES. Guarantor waives any right to
require the Buyer Agent or any Buyer to (a) proceed against Seller, (b) proceed
against or exhaust any Security, or (c) pursue any other right or remedy for
Guarantor's benefit. Guarantor agrees that the Buyer Agent may proceed against
Guarantor with respect to the Guarantied Obligations without taking any actions
against Seller and without proceeding against or exhausting any Security.
Guarantor agrees that the Buyer Agent may unqualifiedly exercise in its sole
discretion (or may waive or release, intentionally or unintentionally) any or
all rights and remedies available to it against Seller without impairing the
Buyer Agent's rights and remedies in enforcing this Guaranty, under which
Guarantor's liabilities shall remain independent and unconditional. Guarantor
agrees and acknowledges that the Buyer Agent's exercise (or waiver or release)
of certain of such rights or remedies may affect or eliminate Guarantor's right
of subrogation or recovery against Seller (if any) and that Guarantor may incur
a partially or totally nonreimbursible liability in performing under this
Guaranty. Guarantor has assumed the risk of any such loss of subrogation rights,
even if caused by the Buyer Agent's acts or omissions. If the Buyer Agent's
enforcement of rights and remedies, or the manner thereof, limits or precludes
Guarantor from exercising any right of subrogation that might otherwise exist,
then the foregoing shall not in any way limit the Buyer Agent's rights to
enforce this Guaranty. Without limiting the generality of any other waivers in
this Guaranty, Guarantor expressly waives any statutory or other right that
Guarantor might otherwise have to: (i) limit Guarantor's liability after a
nonjudicial foreclosure sale conducted in accordance with the terms of the
Repurchase Agreement and applicable law to the difference between the Guarantied
Obligations and the fair market value of the property or interests sold at such
nonjudicial foreclosure sale or to any other extent, (ii) otherwise limit the
Buyer Agent's right to recover a deficiency judgment after any foreclosure sale
conducted in accordance with the terms of the Repurchase Agreement and
applicable law, or (iii) require the Buyer Agent to exhaust its Security before
the Buyer Agent may obtain, for the benefit of the Buyers, a personal judgment
for any deficiency. Notwithstanding anything in the Repurchase Agreement to the
contrary, any proceeds of a foreclosure or similar sale shall be applied first
to any obligations of Seller that also constitute Guarantied Obligations within
the meaning of this Guaranty. Guarantor acknowledges and agrees that any
nonrecourse or exculpation provided for in any Repurchase Document, or any other
provision of a Repurchase Document limiting the Buyer Agent's recourse to
specific Security or limiting the Buyer Agent's right to enforce a deficiency
judgment against Seller or any other person, shall have absolutely no
application to Guarantor's liability under this Guaranty.


                                      -8-



         8. ADDITIONAL WAIVERS. Guarantor waives diligence and all demands,
protests, presentments and notices of every kind or nature, including notices of
protest, dishonor, nonpayment, acceptance of this Guaranty and the creation,
renewal, extension, modification or accrual of any of the Guarantied
Obligations. Guarantor further waives the right to plead any and all statutes of
limitations as a defense to Guarantor's liability under this Guaranty or the
enforcement of this Guaranty. No failure or delay on the Buyer Agent's part in
exercising any power, right or privilege under this Guaranty shall impair or
waive any such power, right or privilege.

         9. NO DUTY TO PROVE LOSS. To the extent that Guarantor at any time
incurs any liability under this Guaranty, Guarantor shall immediately pay the
Buyer Agent (to be applied on account of the Guarantied Obligations) the amount
provided for in this Guaranty, without any requirement that the Buyer Agent
demonstrate that the Buyer Agent or any Buyer has currently suffered any loss or
that the Buyer Agent or any Buyer has otherwise exercised (to any degree) or
exhausted any of the Buyer Agent's or Buyers' rights or remedies with respect to
Seller or any Security.

         10. FULL KNOWLEDGE. Guarantor acknowledges, represents, and warrants
that Guarantor has had a full and adequate opportunity to review the Repurchase
Documents, the transactions contemplated by the Repurchase Documents, and all
underlying facts relating to such transactions. Guarantor represents and
warrants that Guarantor fully understands: (a) the remedies the Buyer Agent
and/or the Buyers may pursue against Seller and/or Guarantor in the event of a
default under the Repurchase Documents, (b) the value (if any) and character of
any Security and (c) Seller's financial condition and ability to perform under
the Repurchase Documents. Guarantor agrees to keep itself fully informed
regarding all aspects of the foregoing and the performance of Seller's
obligations to the Buyer Agent and the Buyers. Neither Buyer Agent nor any Buyer
has a duty, whether now or in the future, to disclose to Guarantor any
information pertaining to Seller, the Repurchase Transactions or any Security.
If at any time provided for in the Repurchase Documents, Guarantor agrees and
acknowledges that an Insolvency Proceeding affecting Guarantor, or other actions
or events relating to Guarantor (including Guarantor's change in financial
position), as set forth in the Repurchase Documents, may be event(s) of default
under the Repurchase Documents.

         11. REPRESENTATIONS AND WARRANTIES. Guarantor acknowledges, represents,
and warrants as follows, and acknowledges that the Buyer Agent is relying upon
the following acknowledgments, representations, and warranties by Guarantor in
making the Repurchase Transactions:

         11.1 Due Authorization. This Guaranty has been duly authorized,
executed, and delivered by Guarantor, and is a legally valid and binding
obligation of Guarantor, enforceable against Guarantor in accordance with its
terms, subject to bankruptcy, insolvency and other limitations on creditors'
rights generally and to equitable principles.

         11.2 No Conflict. The execution, delivery, and performance of this
Guaranty will not violate any provision of any law, regulation, judgment, order,
decree, determination, or award of any court, arbitrator or governmental
authority, or of any mortgage, indenture, loan, or


                                      -9-



security agreement, lease, contract or other agreement, instrument or
undertaking to which Guarantor is a party or that purports to bind Guarantor or
any of Guarantor's property or assets.

         11.3 No Third Party Consent Required. No consent of any person
(including creditors or partners, members, stockholders or other owners of
Guarantor) is required in connection with Guarantor's execution of this Guaranty
or performance of Guarantor's obligations under this Guaranty (other than
consents that have been obtained). Guarantor's execution of, and obligations
under, this Guaranty are not contingent upon any consent, license, permit,
approval or authorization of, exemption by, notice or report to or registration,
filing or declaration with, any governmental authority, bureau or agency,
whether local, state, federal or foreign.

         11.4 Authority and Execution. Guarantor has the necessary corporate
power and authority to execute, deliver and perform its obligations under this
Guaranty.

         11.5 No Representations by the Buyer Agent nor the Buyers. Guarantor
delivers this Guaranty based solely upon Guarantor's own independent
investigation and based in no part upon any representation, statement, or
assurance by the Buyer Agent or the Buyers.

         12. REIMBURSEMENT AND SUBROGATION RIGHTS. Except to the extent that the
Buyer Agent notifies Guarantor to the contrary in writing from time to time:

         12.1 General Deferral of Reimbursement. Guarantor waives any right to
be reimbursed by Seller for any payment(s) made by Guarantor on account of the
Guarantied Obligations, unless and until all Guarantied Obligations have been
paid in full and all periods within which such payments may be set aside or
invalidated have expired. Guarantor acknowledges that Guarantor has received
adequate consideration for execution of this Guaranty by virtue of the Buyers'
entering into the Repurchase Transactions (which benefits Guarantor, as an owner
or principal of Seller) and Guarantor does not require or expect, and is not
entitled to, any other right of reimbursement against Seller as consideration
for this Guaranty.

         12.2 Deferral of Subrogation and Contribution. Guarantor agrees it
shall have no right of subrogation against Seller, the Buyers or the Buyer Agent
and no right of subrogation against any Security unless and until: (a) all
amounts due under the Repurchase Documents have been paid in full and all other
performance required under the Repurchase Documents has been rendered in full to
the Buyer Agent and the Buyers; and (b) all periods within which such payment
and performance may be set aside or invalidated have expired (such deferral of
Guarantor's subrogation and contribution rights, the "Subrogation Deferral").

         12.3 Effect of Invalidation. To the extent that a court of competent
jurisdiction determines that Guarantor's Subrogation Deferral is void or
voidable for any reason, Guarantor agrees, notwithstanding any acts or omissions
by the Buyers or the Buyer Agent, that Guarantor's rights of subrogation against
Seller, the Buyer Agent and Guarantor's right of subrogation against any
Security shall at all times be junior and subordinate to the Buyer Agent's
rights against Seller and to the Buyer Agent's right, title, and interest in
such Security.

         13. CLAIMS IN INSOLVENCY PROCEEDING. Guarantor shall not file any claim
in any Insolvency Proceeding affecting Seller unless Guarantor simultaneously
assigns


                                      -10-



and transfers such claim to the Buyer Agent, without consideration, pursuant to
documentation fully satisfactory to the Buyer Agent. Guarantor shall
automatically be deemed to have assigned and transferred such claim to the Buyer
Agent whether or not Guarantor executes documentation to such effect. By
executing this Guaranty, Guarantor hereby authorizes the Buyer Agent (and grants
the Buyer Agent a power of attorney coupled with an interest, and hence
irrevocable) to execute and file such assignment and transfer documentation on
Guarantor's behalf. the Buyer Agent shall have the sole right to vote, receive
distributions on and exercise all other rights with respect to any such claim;
provided, however, that if and when the Guarantied Obligations have been paid in
full, the Buyer Agent shall release to Guarantor any further payments received
on account of any such claim.

         14. BUYER'S DISGORGEMENT OF PAYMENTS. Upon payment of all or any
portion of the Guarantied Obligations, Guarantor's obligations under this
Guaranty shall continue and remain in full force and effect if all or any part
of such payment is, pursuant to any Insolvency Proceeding or otherwise, avoided
or recovered directly or indirectly from the Buyer Agent as a preference,
fraudulent transfer, or otherwise irrespective of (a) any notice of revocation
given by Guarantor prior to such avoidance or recovery or (b) payment in full of
the Repurchase Transactions. Guarantor's liability under this Guaranty shall
continue until all periods have expired within which the Buyer Agent could (on
account of Insolvency Proceedings, whether or not then pending, affecting Seller
or any other person) be required to return, repay, or disgorge any amount paid
at any time on account of the Guarantied Obligations.

         15. FINANCIAL INFORMATION. Within ninety days after the end of each
fiscal year of Guarantor and within forty-five days after the end of each of the
first three fiscal quarters, Guarantor shall deliver to the Buyer Agent the
financial statements of Guarantor (audited for the annual financial statements
and unaudited for the financial statements of the first three fiscal quarters),
together with an officer's certificate addressed to the Buyer Agent certifying
that, as of the end of such fiscal quarter or fiscal year, as applicable,
Guarantor was in compliance with each of the financial covenants contained in
Section 5 of this Guaranty and showing in reasonable detail the calculations
demonstrating such compliance.

         16. CONSENT TO JURISDICTION. Guarantor agrees that any proceeding to
enforce this Guaranty may be brought in any state or federal court located in
the State of New York. By executing this Guaranty, Guarantor irrevocably accepts
and submits to the nonexclusive jurisdiction of each of the aforesaid courts,
generally and unconditionally with respect to any such proceeding.

         17. MERGER; NO CONDITIONS; AMENDMENTS. This Guaranty and documents
referred to herein contain the entire agreement among the parties with respect
to the matters set forth in this Guaranty. This Guaranty supersedes all prior
agreements among the parties with respect to the matters set forth in this
Guaranty. No course of prior dealings among the parties, no usage of trade, and
no parol or extrinsic evidence of any nature shall be used to supplement,
modify, or vary any terms of this Guaranty. This Guaranty is unconditional.
There are no unsatisfied conditions to the full effectiveness of this Guaranty.
No terms or provisions of this Guaranty may be changed, waived, revoked, or
amended without the written agreement of the parties hereto. If any provision of
this Guaranty is determined to be unenforceable, then all other provisions of
this Guaranty shall remain fully effective.


                                      -11-



         18. GOVERNING LAW; ENFORCEMENT. This Guaranty shall be governed and
construed in accordance with the internal laws of the State of New York (without
regard to conflict of laws principles), notwithstanding the location of any
Security. Guarantor acknowledges that any restrictions, limitations and
prohibitions set forth in New York Real Property Actions and Proceedings Law
Sections 1301 and 1371 that would or might otherwise limit or establish
conditions to the Buyer Agent's recovery of a judgment against Guarantor if the
Security were located in the State of New York shall have absolutely no
application to the Buyer Agent's enforcement of this Guaranty as against
Guarantor, except to the extent that real property Security is located within
the State of New York. Guarantor acknowledges that this Guaranty is an
"instrument for the payment of money only," within the meaning of New York Civil
Practice Law and Rules Section 3213.

         19. FURTHER ASSURANCES. Guarantor shall execute and deliver such
further documents, and perform such further acts, as the Buyer Agent may
reasonably request to achieve the intent of the parties as expressed in this
Guaranty, provided, in each case, that any such documentation is consistent with
this Guaranty and with the Repurchase Documents.

         20. WAIVER OF TRIAL BY JURY. GUARANTOR WAIVES TRIAL BY JURY IN ANY
ACTION OR PROCEEDING ARISING FROM OR RELATING TO THIS GUARANTY OR THE REPURCHASE
DOCUMENTS OR ANY OBLIGATION(S) OF GUARANTOR HEREUNDER OR UNDER THE REPURCHASE
DOCUMENTS.

         21. MISCELLANEOUS.

         21.1 Assignability. the Buyer Agent may assign this Guaranty (in whole
or in part) together with any one or more of the Repurchase Documents to any
Person permitted under the Repurchase Agreement, without in any way affecting
Guarantor's or Seller's liability. In connection with any such assignment,
Guarantor shall deliver such documentation as the Buyer Agent shall reasonably
request. This Guaranty shall benefit the Buyer Agent and its successors and
permitted assigns and shall bind Guarantor and its heirs, executors,
administrators and successors. Guarantor may not assign this Guaranty, in whole
or in part.

         21.2 Notices. All notices, consents, approvals and requests required or
permitted hereunder shall be given in writing and shall be effective for all
purposes if hand delivered or sent by (i) hand delivery, with proof of attempted
delivery, (ii) certified or registered United States mail, postage prepaid,
(iii) expedited prepaid delivery service, either commercial or United States
Postal Service, with proof of delivery or (iv) by facsimile (with transmission
confirmation), provided that such faxed notice must also be delivered by one of
the means set forth in (i), (ii) or (iii) above, addressed if to the Buyer Agent
at Bank of America, N.A., Mail Code: NC1-027-19-01, Hearst Tower, 214 North
Tryon Street, Charlotte, NC 28555, Attention: Christopher Young, Vice President,
Portfolio Management, Facsimile: (704) 388-9169, and if to Guarantor at c/o
BlackRock Financial Management, Inc., 40 East 52nd Street, New York, NY 10022,
Attention: Mr. Richard Shea, Facsimile No. (212) 754-8758, or at such other
address and person as shall be designated from time to time by any party hereto,
as the case may be, in a written notice to the other parties hereto in the
manner provided for in this Section. A copy of all notices directed to Guarantor
shall be delivered concurrently to the following: Latham & Watkins LLP, 885
Third Ave., New York, NY 10022, Attn: David Stewart (028354-0040),


                                      -12-



Facsimile No.: (212) 751 4864. A notice shall be deemed to have been given: (x)
in the case of hand delivery, registered or certified mail or expedited prepaid
delivery service, at the time of delivery or (y) in the case of facsimile, upon
receipt of transmission confirmation, provided that such faxed notice was also
delivered as required in this Section. A party receiving a notice which does not
comply with the technical requirements for notice under this Section may elect
to waive any deficiencies and treat the notice as properly given.

         21.3 Interpretation. The word "include" and its variants shall be
interpreted in each case as if followed by the words "without limitation."

         21.4 Counterparts. This Guaranty may be executed in counterparts, each
of which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.

         22. BUSINESS PURPOSES. Guarantor acknowledges that this Guaranty,
although executed in Guarantor's individual capacity, is executed and delivered
for business and commercial purposes, and not for personal, family, household,
consumer or agricultural purposes. Guarantor acknowledges that Guarantor is not
entitled to, and does not require the benefits of, any rights, protections, or
disclosures that would or may be required if this Guaranty were given for
personal, family, household, consumer, or agricultural purposes. Guarantor
acknowledges that none of Guarantor's obligation(s) under this Guaranty
constitute(s) a "debt" within the meaning of the United States Fair Debt
Collection Practices Act, 15 U.S.C. ss. 1692a(5), and accordingly compliance
with the requirements of such act is not required if the Buyer Agent (directly
or acting through its counsel) makes any demand or commences any action to
enforce this Guaranty.

         23. NO THIRD-PARTY BENEFICIARIES. This Guaranty is executed and
delivered for the benefit of the Buyer Agent, for the benefit of the Buyers, and
its heirs, successors, and permitted assigns, and is not intended to benefit any
third party.

         24. CERTAIN ACKNOWLEDGMENTS BY GUARANTOR. GUARANTOR ACKNOWLEDGES THAT
BEFORE EXECUTING THIS GUARANTY: (A) GUARANTOR HAS HAD THE OPPORTUNITY TO REVIEW
IT WITH AN ATTORNEY OF GUARANTOR'S CHOICE; (B) THE BUYER AGENT HAS RECOMMENDED
TO GUARANTOR THAT GUARANTOR OBTAIN SEPARATE COUNSEL, INDEPENDENT OF SELLER'S
COUNSEL, REGARDING THIS GUARANTY; AND (C) GUARANTOR HAS CAREFULLY READ THIS
GUARANTY AND UNDERSTOOD THE MEANING AND EFFECT OF ITS TERMS, INCLUDING ALL
WAIVERS AND ACKNOWLEDGMENTS CONTAINED IN THIS GUARANTY AND THE FULL EFFECT OF
SUCH WAIVERS AND THE SCOPE OF GUARANTOR'S OBLIGATIONS UNDER THIS GUARANTY.


                                      -13-



         IN WITNESS WHEREOF, Guarantor has duly executed this Guaranty as of the
date indicated below.

Date: July 20, 2007


                                  GUARANTOR
                                    Anthracite Capital, Inc.


                                  By:  /s/ Richard Shea
                                       ----------------------------------------
                                       Name: Richard Shea
                                                         ----------------------
                                       Title:
                                             ----------------------------------

Acknowledgment(s)

Bank of America, N.A., as buyer agent

By:  /s/ Peter Cookson
     ------------------------------------
     Name: Peter Cookson
                        ---------------------------
     Title: Managing Director
                             ----------------------


Anthracite Capital BOFA Funding LLC

By: Anthracite Capital, Inc., its sole member

By:  /s/ Richard Shea
     ------------------------------------
     Name: Richard Shea
                       ----------------------------
     Title:
           ----------------------------------------