FIRST AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT

This Amendment (this “ Amendment ”) to the Amended and Restated Limited Partnership Agreement of JER US Debt Co-Investment Vehicle, L.P. is made as of this 4th day of December, 2008, by and among JER Debt Co-Investment Advisors, L.P., a Delaware limited partnership, as general partner (the “ General Partner ”), JERIT Non-CDO Assets Holding LLC, a Delaware limited liability company, as limited partner, JER Fund IV US Debt Co-Investment, LLC, a Delaware limited liability company, as limited partner and the California Public Employees’ Retirement System, as limited partner (collectively, the “ Limited Partners ”).

WHEREAS, the General Partner and the Limited Partners have entered into (either directly or by subscription agreement, as applicable) that certain Amended and Restated Limited Partnership Agreement of JER US Debt Co-Investment Vehicle, L.P. (the “ LPA ”) dated as of December 11, 2007; and

WHEREAS, the General Partner and the Limited Partners desire to amend certain provisions of the LPA in accordance with the terms of this Amendment.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby recognized and acknowledged by the parties hereto, the parties hereto agree as follows:

1.            Amendments. (a) The definition of “ Expiration Date ” in Article I of the LPA is hereby deleted in its entirety, and the following definition is hereby substituted therefor:

“ Expiration Date :  The date which is the second anniversary of the Closing.”

(b) The following definitions of “ WestLB Line ” and “ Management Fee Determination Date ” are hereby inserted into Article I of the LPA:

“ Management Fee Determination Date ”:  With respect to a determination of the Management Fee, the applicable date the Management Fee is calculated hereunder.

“WestLB Line” : That certain revolving credit facility made pursuant to that certain Revolving Credit Agreement dated as of February 1, 2008 by and among the Partnership, as borrower, WestLB AG New York Branch, as administrative agent and WestLB AG New York Branch, as structuring agent, as the same may be amended, restated, extended, supplemented, replaced or otherwise modified.

(c) Section 4.6(a) of the LPA is hereby deleted in its entirety, and the following is hereby substituted therefor:

“4.6 Other Activities. Exclusivity. (a)   Except as provided herein, until December 11, 2008, the General Partner shall seek to pursue all investment opportunities meeting the Investment Guidelines for the exclusive benefit of the Partnership; provided , that the foregoing shall not apply to investments, the acquisition costs of which individually do not exceed $5,000,000. Notwithstanding the foregoing, the General Partner may cause the Partnership to co-invest in any investment opportunity meeting the investment objectives of the (i) Partnership and (ii) JER Fund IV and/or JERIT, with such co-investment being allocated 55% to the Partnership and 45% to JER Fund IV and/or JERIT; provided , that where the Partnership and JER Fund IV and/or JERIT invest in the same investment opportunity, JER Fund IV and/or JERIT shall, subject to tax, legal, regulator