MASTER REPURCHASE AGREEMENT

EXECUTION VERSION

U.S. $200,000,000

MASTER REPURCHASE AGREEMENT

by and among

MMA REALTY CAPITAL REPURCHASE SUBSIDIARY, LLC,
as the Seller

VARIABLE FUNDING CAPITAL COMPANY LLC,
as the Purchaser

WACHOVIA CAPITAL MARKETS, LLC,
as the Deal Agent

MMA REALTY CAPITAL, LLC,
as the Limited Guarantor

and

MUNICIPAL MORTGAGE & EQUITY, LLC,
as the Parent

Dated as of November 13, 2006

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TABLE OF CONTENTS

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Section 13.12 Protection of Right, Title and Interest in the Purchased Assets; Further Action Evidencing Transactions.

 

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SCHEDULES

EXHIBITS

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MASTER REPURCHASE AGREEMENT

THIS MASTER REPURCHASE AGREEMENT (as amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Agreement”) is made as of this 13th day of November, 2006, by and among:

(1)  MMA REALTY CAPITAL REPURCHASE SUBSIDIARY, LLC, a Maryland limited liability company, as the Seller;

(2)  VARIABLE FUNDING CAPITAL COMPANY LLC, a Delaware limited liability company (together with its successors and assigns, “VFCC”), as the Purchaser;

(3)  WACHOVIA CAPITAL MARKETS, LLC, a Delaware limited liability company (together with its successors and assigns, “WCM”), as the deal agent for VFCC (together with its successors and assigns in such capacity, the “Deal Agent”);

(4)  MMA REALTY CAPITAL, LLC, a Maryland limited liability company, as the Limited Guarantor; and

(5)  MUNICIPAL MORTGAGE & EQUITY, LLC, a Delaware limited liability company, as the Parent.

Acknowledged and agreed to by MMA CAPITAL CORPORATION , a Michigan corporation, as the Pledgor.

R E C I T A L S

WHEREAS , the Seller desires to sell and the Purchaser desires to purchase from time to time Eligible Assets (including assets that are, as of the date hereof, financed under the Mortgage Asset Purchase Agreement) under the terms and conditions stated herein; and

WHEREAS , if the Purchaser purchases one (1) or more Eligible Assets, the parties desire that the Seller repurchase the Purchased Asset(s) on or before the Facility Maturity Date under the terms and conditions stated herein.

NOW, THEREFORE , based upon the foregoing Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Certain Defined Terms.

(a) Certain capitalized terms used throughout this Agreement are defined above or in this Article I.

(b) As used in this Agreement and the schedules, exhibits and other attachments hereto, unless the context requires a different meaning, the following terms shall have the following meanings:

“40 Act”: The Investment Company Act of 1940, as amended from time to time.

“Accepted Servicing Practices”: With respect to each Purchased Item, those mortgage, mezzanine loan and/or secured lending servicing practices, as applicable, of prudent lending institutions that service Purchased Items of the same type, size and structure as such Purchased Items in the jurisdiction where the related Underlying Mortgaged Property is located, as applicable, but in any event, (i) in accordance with the terms of the Repurchase Documents and Applicable Law, (ii) without prejudice to the interests of the Deal Agent, the Purchaser or any other Affected Party, (iii) with a view to the maximization of the recovery on such Purchased Items on a net present value basis and (iv) without regard to (A) any relationship that the Seller, the Limited Guarantor, the Pledgor, the Parent and any other Repurchase Party may have with the related Borrower, mortgagor, any Servicer, any PSA Servicer, the Seller, the Pledgor, the Limited Guarantor, the Parent or any other Repurchase Party or any Affiliate of any of the foregoing; (B) the right of the Seller, the Limited Guarantor, the Pledgor, the Parent or any other Repurchase Party to receive compensation or other fees for its services rendered pursuant to this Agreement, the Repurchase Documents, the Mortgage Loan Documents or any other document or agreement; (C) the ownership, servicing or management by the Seller, the Limited Guarantor, the Pledgor, the Parent or any other Repurchase Party for others of any other mortgage loans or mortgaged property; (D) any obligation of the Seller, the Limited Guarantor, the Pledgor, the Parent or any other Repurchase Party to repurchase or substitute a Purchased Item; (E) any obligation of the Seller, the Limited Guarantor, the Pledgor, the Parent or any other Repurchase Party to cure a breach of a representation and warranty with respect to a Purchased Item; and (F) any debt the Seller, the Limited Guarantor, the Pledgor, the Parent or any other Repurchase Party has extended to any Borrower, mortgagor or any Affiliate of such Borrower or mortgagor.

“Account Control Agreement”: A letter agreement among the Seller, the Limited Guarantor, the Deal Agent and Wachovia in the form of Exhibit V attached hereto.

“Accrual Period”: (a) with respect to each Transaction (or portion thereof) funded at a Rate other than the CP Rate (i) with respect to the first Payment Date, the period from and including the applicable Closing Date to but excluding such first Payment Date and (ii) with respect to any subsequent Payment Date, the period from and including the previous Payment Date to but excluding such subsequent Payment Date, and, (b) with respect to each Transaction (or portion thereof) funded at a Rate equal to the CP Rate, (i) with respect to the first Payment Date, the period from and including the Closing Date to and including the last day of the calendar month in which the Closing Date occurs and (ii) with respect to any subsequent Payment Date, the period ending on the last day of the calendar month immediately preceding the month in which the Payment Date occurs and commencing on the first (1st) day of such immediately preceding calendar month.

“Additional Amount”: Defined in Subsection 2.14(a) of this Agreement.

“Additional Purchased Asset”: An Eligible Asset transferred to the Purchaser (or its designee) in a satisfaction of a Margin Deficit pursuant to Section 2.7 of this Agreement, which Additional Purchased Asset must satisfy all requirements of, and be transferred in accordance with the provisions of, this Agreement.

“Adjusted Eurodollar Rate”: For any Accrual Period, a rate per annum equal to a fraction, expressed as a percentage and rounded upwards (if necessary) to the nearest 1/100 of 1%, (i) the numerator of which is equal to the LIBOR Rate for such Accrual Period and (ii) the denominator of which is equal to 100% minus the Eurodollar Reserve Percentage for such Accrual Period.

“Advance Rate”: With respect to a Mortgage Asset or Purchased Asset, as applicable, of a certain Class and the applicable Type of Underlying Mortgaged Property, the “Maximum Advance Rate” set forth in the applicable column on Schedule 1 to the Fee Letter.

“Affected Party”: VFCC, all other Purchasers, the Liquidity Banks, the Deal Agent, the Liquidity Agent, the Custodian, any other Secured Party, all successors, assignees, transferees, pledgees and participants of any of the foregoing and any successors to WCM as the Deal Agent and any subagent of the Deal Agent.

“Affiliate”: With respect to a Person, means any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person, or is a director or officer of such Person. For purposes of this definition, “control” (including the terms “controlling,” “controlled by” and “under common control with”) when used with respect to any specified Person means the possession, direct or indirect, of the power to vote 20% or more of the voting securities of such Person or to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise.

“Agent’s Account”: A special account (account number 2000002391825) in the name of the Deal Agent maintained at Wachovia.

“Aggregate Unpaids”: At any time, an amount equal to the sum of the following (whether due now or in the future) (i) the aggregate Purchase Price for all outstanding Transactions, (ii) the aggregate Price Differential outstanding, (iii) the aggregate Margin Deficits outstanding, (iv) all Breakage Costs, Due Diligence Costs, Increased Costs, Other Costs, Taxes, Additional Amounts, Indemnified Amounts, Late Payment Fees and Extension Fees outstanding, (v) any unpaid fees under the Fee Letter or the Repurchase Documents (including, without limitation, the Custodial Fee Letter) delivered in connection with any of the Transactions contemplated by this Agreement or the other Repurchase Documents, and (vi) all other amounts owed by the Seller, the Limited Guarantor, the Pledgor, the Parent or any other Person to the Deal Agent, the Purchaser, any other Affected Party, any Indemnified Party or any other Person under this Agreement, the Repurchase Documents or any of the Transactions entered into pursuant hereto or thereto (whether due or accrued).

“Agreement”: Defined in the Preamble of this Agreement.

“ALTA”: The American Land Title Association.

“Alternative Rate”: A rate per annum equal to the Adjusted Eurodollar Rate; provided, however, that the Alternative Rate shall be the Base Rate if a Eurodollar Disruption Event occurs.

“Anti–Terrorism Laws”: Any Applicable Law relating to money laundering or terrorism, including, but not limited to, Executive Order 13224, the OFAC Regulations and the USA Patriot Act.

“Applicable Law”: For any Person or Property or assets of such Person, all existing and future (including all amendments, modifications, replacements, extensions and supplements thereto) applicable laws, rules, regulations (including temporary and final income tax regulations), statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority (including, without limitation, usury laws, the Federal Truth in Lending Act and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System), applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial or quasi–judicial tribunal or agency of competent jurisdiction and any applicable Authority Documents.

“Asset Schedule and Exception Report”: Defined in the Custodial Agreement.

“Asset Value”: As of any date of determination with respect to an Eligible Asset or Purchased Asset, as applicable, of a certain Class and the applicable Type of Underlying Mortgaged Property, the lesser of (1) the product of the Book Value of such Eligible Asset or Purchased Asset, as applicable, times the Advance Rate applicable thereto and (2) the product of the Market Value of such Eligible Asset or Purchased Asset, as applicable, times the Advance Rate applicable thereto, in each case, taking into account the Maximum LTV, or, in the case of Bridge Loans, the Maximum LTC, applicable to such Eligible Asset or Purchased Asset, as applicable; provided, however, the Asset Value of any Eligible Asset or Purchased Asset, as applicable, may be reduced in the Deal Agent’s discretion by an amount determined by the Deal Agent in its discretion (which amount may, in the Deal Agent’s discretion, be reduced to zero) with respect to any Eligible Asset or Purchased Asset, as applicable, including, without limitation, (i) in respect of which any portion of such asset exceeds one or more Sub–Limits applicable thereto at any time, unless waived in writing by the Deal Agent in its discretion, (ii) in respect of which there is a breach of a representation or warranty set forth in Section 4.1 of this Agreement (to the extent such representation or warranty relates to Mortgage Assets or Purchased Assets or the Deal Agent’s or any Secured Party’s rights or remedies with respect thereto), Schedule 1 to this Agreement or the Mortgage Loan Documents (in each case, assuming each representation and warranty is made as of the date the Asset Value is determined) without regard to (A) knowledge or lack of knowledge of a breach, (B) any qualifications (if any) to such representations and warranties based on knowledge (regardless of how such knowledge is qualified or phrased) and (C) representations or warranties with respect to knowledge or lack of knowledge thereof, (iii) in respect of which any statement, affirmation or certification made or information, document, agreement, report or notice provided by the Seller or any other Repurchase Party to the Deal Agent with respect to the related Mortgage Asset or Purchased Asset is untrue in any material respect, (iv) in respect of which the complete Mortgage Asset File has not been delivered to the Custodian within the time periods required by this Agreement or the Custodial Agreement, (v) except as approved by the Deal Agent in writing, that is not or is no longer in any respect an Eligible Asset, (vi) with respect to which any Retained Interest, funding commitment, funding obligation or any other obligation of any kind shall have been transferred to the Deal Agent, the Purchaser or the Secured Parties, (vii) for which a Mortgage Loan Document or Mortgage Asset File (y) has been released from the possession of the Custodian under the Custodial Agreement to the Seller or its designee and the same has not been returned to the Custodian for a period in excess of twenty (20) calendar days or (z) is the subject of Section 4.3 of the Custodial Agreement, (viii) any portion (including any interest that is senior or pari passu to the Mortgage Asset or Purchased Asset, as applicable) has been downgraded by any Rating Agency, (ix) with respect to which there has occurred any Insolvency Proceeding with respect to any Borrower or any co–participant or any Person having an interest in the Mortgage Asset or Purchased Asset or any related Underlying Mortgaged Property which is pari passu with, in right of payment or priority, the rights of the Deal Agent, the Purchaser or the Secured Parties in such Mortgage Asset or Purchased Asset, (x) the Seller fails to comply with any covenant, duty, obligation or agreement set forth in this Agreement or the other Repurchase Documents as it relates to any Mortgage Asset or Purchased Asset or the Deal Agent’s, the Purchaser’s or any Secured Party’s rights or remedies with respect thereto, (xi) to the extent described in Subsection 2.2(j), (xii) with respect to which the Seller has failed to repurchase such Purchased Asset by the Repurchase Date, and/or (xiii) with respect to which the Seller fails to deliver any reports, documents or other information regarding any Mortgage Asset, Purchased Asset or Underlying Mortgaged Property and such failure affects, impairs or interferes with the Deal Agent’s, the Purchaser’s or any Secured Party’s rights or remedies with respect to or the ability to determine the Asset Value of any Mortgage Asset or Purchased Asset, as applicable.

“Assignment”: The transfer of all of the Seller’s rights and interests under an Eligible Asset pursuant to an assignment executed by the Seller in blank, which assignment shall be in the form of Exhibit XI and shall be otherwise satisfactory to the Deal Agent in its discretion.

“Assignment of Leases”: With respect to any Mortgage, an assignment of leases, rents and profits thereunder, notice of transfer or equivalent instrument in recordable form, sufficient under the laws of the jurisdiction wherein the Underlying Mortgaged Property is located to reflect the assignment of leases to the Deal Agent as agent for the Secured Parties.

“Assignment of Mortgage”: 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 Underlying Mortgaged Property is located to reflect the assignment of the Mortgage to the Deal Agent as agent for the Secured Parties.

“Authority Documents”: As to any Person, as applicable, the articles or certificate of incorporation or formation, by–laws, limited liability company agreement, general partnership agreement, limited partnership agreement, trust agreement, joint venture agreement, resolutions and or other applicable organizational or governing documents of such Person.

“Availability”: At any time, an amount equal to the positive excess (if any) of (a) the Maximum Amount minus (b) the aggregate Purchase Price outstanding for all Transactions on such day; provided, however, the Availability shall be zero (0) on and after the occurrence of (i) the Funding Expiration Date (as such date may be extended pursuant to Subsection 2.4(b)), (ii) the Facility Maturity Date (not including any extensions thereof), (iii) a Margin Deficit until such time as such Margin Deficit is satisfied (unless such failure to timely satisfy the Margin Deficit results in an Event of Default) or (iv) an Event of Default.

“Back-Up Guaranty”: The Back-Up Guaranty, dated as of even date herewith, executed by the Parent in favor of the Deal Agent as agent for the Secured Parties, as such agreement is amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time.

“Bailee”: With respect to each Table Funded Purchased Asset, the related title company, attorney or settlement agent, in each case, approved in writing by the Deal Agent in its discretion.

“Bailee Agreement”: The Bailee Agreement among the Seller, the Deal Agent and the Bailee in the form of Annex 13 to the Custodial Agreement.

“Bailee’s Trust Receipt”: A Bailee Trust Receipt in the form of Attachment 2 to the Bailee Agreement.

“Bankruptcy Code”: The United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq .), as amended from time to time.

“Base Credit Support”: The greater of (i) 20% of the aggregate Purchase Price for all outstanding Transactions and (ii) the weighted average Credit Support Percentages for all Purchased Assets (as determined by the Deal Agent in the Credit Support Annex) times the aggregate Purchase Price for all outstanding Transactions.

“Base Rate”: On any date, a fluctuating rate per annum equal to the higher of (a) the Prime Rate or (b) the Federal Funds Rate plus 1.5%.

“Basic Mortgage Asset Documents”: Defined in the Custodial Agreement.

“Benefit Plan”: Any employee benefit plan as defined in Section 3(3) of ERISA in respect of which the Seller or the Limited Guarantor or any ERISA Affiliate of the Seller or the Limited Guarantor is, or at any time during the immediately preceding six (6) years was, an “employer” as defined in Section 3(5) of ERISA.

“Book Value”: With respect to any Mortgage Asset or Purchased Asset, as applicable, at any time, an amount, as certified by the Seller, equal to the lesser of (a) face or par value thereof and (b) the price that the Seller initially paid or advanced in respect thereof plus any additional amounts advanced by the Seller for or in respect of such Mortgage Asset or Purchased Asset, as applicable, as such Book Value may be marked down by the Seller from time to time, including, as applicable, from any loss/loss reserve/price adjustments, less an amount equal to the sum of all principal payments, prepayments or paydowns paid, realized losses and other write downs recognized relating to such Mortgage Asset or Purchased Asset, as applicable; provided, however, any such markdowns or adjustments must be made in good faith and shall be disclosed contemporaneously therewith in writing to the Deal Agent, which mark downs or adjustments, without a corresponding payment and application of principal, may result in a Margin Deficit.

“Borrower”: Individually and collectively, as the context may expressly provide or require, the borrowers, mortgagors, obligors or debtors under a Mortgage Asset or Purchased Asset, as applicable, including, but not limited to, any guarantor, any pledgor, any subordinator, any credit support party, any indemnitor and any Person that is directly or indirectly obligated in respect thereof, the borrowers, mortgagors, obligors or debtors of any debt, including any guarantor, any pledgor, any subordinator, any credit support party, any indemnitor and any Person that is directly or indirectly obligated in respect thereof, senior to the Mortgage Asset or Purchased Asset, as applicable, including any of the foregoing such Persons with respect to the debt secured by any Underlying Mortgaged Property, and any Person that has not signed the related Mortgage Note, Junior Interest Documents, Mezzanine Note or other note, certificate or instrument but owns an interest in the related Underlying Mortgaged Property, which interest has been encumbered to secure such Mortgage Asset.

“Borrower Reserve Payments”: Any payments made by a Borrower under the applicable Mortgage Loan Documents which, pursuant to the terms of such Mortgage Loan Documents, are required to be deposited into escrow or into a reserve to be used for a specific purpose (e.g., tax and insurance escrows).

“Breakage Costs”: Any amount or amounts as shall compensate the Purchaser and any other Affected Party for any loss, cost or expense incurred by the Purchaser and any other Affected Party (as determined by the Deal Agent in the Deal Agent’s discretion) as a result of an early repurchase or prepayment of the Repurchase Price or any Price Differential. All Breakage Costs shall be due and payable hereunder upon demand. Breakage Costs shall not be due for payments of the Repurchase Price or any Price Differential on a Payment Date, on the Facility Maturity Date or in connection with any scheduled amortization provided at least two (2) Business Days advance notice (to be received by the Deal Agent no later than 3:00 p.m. two (2) Business Days prior to the repayment date) is given to the Deal Agent.

“Bridge Loan”: A performing Whole Loan that is otherwise an Eligible Asset except that the Underlying Mortgaged Property is not stabilized or is otherwise considered to be in a transitional state, which exceptions shall be disclosed in writing to the Deal Agent and such exceptions must be acceptable to the Deal Agent in its discretion, which acceptance may, in the Deal Agent’s discretion, be conditioned on additional terms, conditions and requirements with respect to such Bridge Loan.

“Business Day”: Any day other than a Saturday or a Sunday on which (a) banks are not required or authorized to be closed in Minneapolis, Minnesota, New York City, New York or Charlotte, North Carolina, and (b) if the term “Business Day” is used in connection with the determination of the LIBOR Rate, dealings in United States dollar deposits are carried on in the London interbank market.

“Capital Lease Obligations”: For any Person and its Consolidated Subsidiaries, 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 capitalized amount thereof, determined in accordance with GAAP.

“Cash Collateral”: The cash received by the Deal Agent as agent for the Secured Parties (i) in satisfaction of a Margin Deficit, (ii) in payment of the Required Cash Collateral, (iii) from any draw under any Letter of Credit and/or (iv) as Income on Purchased Assets.

“Change of Control”: With respect to the Parent, a change of control shall be deemed to have occurred upon the occurrence of any of the following: (a) a Person or two or more Persons acting in concert shall have acquired “beneficial ownership”, directly or indirectly, of, or shall have acquired by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of, or control over, Voting Interests of the Parent (or other securities convertible into such Voting Interests) representing more than 50% of the combined voting power of all Voting Interests of the Parent, (b) Continuing Directors shall cease for any reason to constitute a majority of the members of the board of directors (or the equivalent) of the Parent then in office, (c) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Parent (together with its Subsidiaries) taken as a whole to any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) or (d) the adoption by the equity holders of the Parent of a plan or proposal for the liquidation or dissolution of the Parent. As used herein, “beneficial ownership” shall have the meaning provided in Rule 13d-3 and 13d-5 of the Exchange Act. Notwithstanding the foregoing, neither the Deal Agent, the Purchaser nor the Secured Parties shall be deemed to approve or have approved any internalization of management as a result of this definition or any other provision.

“Class”: With respect to a Mortgage Asset or Purchased Asset, as applicable, such Mortgage Asset’s or Purchased Asset’s, as applicable, classification as a Whole Loan, Bridge Loan, Junior Interest or Mezzanine Loan (and for each such Bridge Loan, its subclassification as a Whole Loan).

“Closing Date”: November 13, 2006.

“Code”: The Internal Revenue Code of 1986 and the regulations promulgated and rulings issued thereunder, in each case as amended from time to time.

“Collection Account”: The account identified on Schedule 2 established in the name of the Seller into which all Income and Cash Collateral shall be deposited, which account shall be subject to the Account Control Agreement.

“Commercial Paper Notes”: On any day, any short–term promissory notes issued in the commercial paper market.

“Commercial Real Estate”: Any real estate included in the definition of Type.

“Commercial Real Estate Loan”: Any loan secured directly or indirectly by Commercial Real Estate.

“Commitment Fee”: The “Commitment Fee” as defined in and payable under the Fee Letter.

“Compliance Certificate”: A compliance certificate in the form of Exhibit VIII attached hereto.

“Confirmation”: A purchase confirmation in the form attached to this Agreement as Exhibit II duly executed, completed and delivered by the Seller and the Deal Agent in accordance with the provisions of Subsection 2.2(c) of this Agreement.

“Consolidated Subsidiaries”: As of any date and any Person, any and all Subsidiaries or other entities that are consolidated with such Person in accordance with GAAP.

“Construction Costs”: With respect to a Mortgage Asset or Purchased Asset, as applicable, that is a Bridge Loan, as of any date of determination, the sum of the reasonable hard and soft costs of the proposed construction of the improvements on the Underlying Mortgaged Property, which reasonable costs shall be disclosed to and approved by the Deal Agent in its discretion, plus the market value of the related Underlying Mortgaged Property at such time, as determined by the Deal Agent in its discretion based on such sources of information as the Deal Agent may determine to rely on in its discretion.

“Contingent Liabilities”: Means (without duplication) for any Person and its Consolidated Subsidiaries: (i) liabilities and obligations (including any Guarantee Obligations) of such Person, its Consolidated Subsidiaries or any other Person in respect of “off–balance sheet arrangements” (as defined in the SEC Off–Balance Sheet Rules), (ii) any obligation, including, without limitation, any Guarantee Obligation, whether or not required to be disclosed in the footnotes to such Person’s and its Consolidated Subsidiaries’ financial statements, guaranteeing partially or in whole any Non–Recourse Indebtedness, lease, dividend or other obligation, exclusive of contractual indemnities (including, without limitation, any indemnity or price–adjustment provision relating to the purchase or sale of securities or other assets) and guarantees of non–monetary obligations (other than guarantees of completion, environmental indemnities and guarantees of customary carve–out matters made in connection with Non–Recourse Indebtedness, such as (but not limited to) fraud, misappropriation, bankruptcy and misapplication) which have not yet been called on or quantified, of such Person, its Consolidated Subsidiaries or of any other Person, and (iii) any forward commitment or obligation to fund or provide proceeds with respect to any loan or other financing which is obligatory and non–discretionary on the part of the lender. The amount of any Contingent Liabilities described in clause (ii) shall be deemed to be, (a) with respect to a guarantee of interest or interest and principal, or operating income guarantee, the sum of all payments required to be made thereunder (which, in the case of an operating income guarantee, shall be deemed to be equal to the debt service for the note secured thereby), through, (x) in the case of an interest or interest and principal guarantee, the stated date of maturity of the obligation (and commencing on the date interest could first be payable thereunder), or (y) in the case of an operating income guarantee, the date through which such guarantee will remain in effect, and (b) with respect to all guarantees not covered by the preceding clause (a), an amount equal to the stated or determinable amount of the primary obligation in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and on the footnotes to the most recent financial statements of such Person. As used in this definition, the term “SEC Off–Balance Sheet Rules” means the Disclosure in Management’s Discussion and Analysis About Off–Balance Sheet Arrangements and Aggregate Contractual Obligations, Securities Act Release Nos. 33–8182; 34–47264; FR–67 International Series Release No. 1266 File No. S7–42–02, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).

“Continuing Director”: Means (i) an individual who is a member of any Person’s board of directors (or the equivalent thereof) on the Closing Date or (ii) any new director (or the equivalent thereof) whose appointment was approved by a majority of the individuals who were already Continuing Directors at the time of such appointment, election or approval.

“Contractual Obligation”: With respect to any Person, any provision of any securities issued by such Person or any indenture, mortgage, deed of trust, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its Property is bound or is subject.

“CP Rate”: For any day during any Accrual Period, the per annum rate equivalent to the weighted average of the per annum rates paid or payable by VFCC from time to time as interest on or otherwise (by means of interest rate hedges or otherwise taking into consideration any incremental carrying costs associated with short–term promissory notes issued by VFCC maturing on dates other than those certain dates on which VFCC is to receive funds) in respect of the promissory notes issued by VFCC that are allocated, in whole or in part, by the Deal Agent (on behalf of VFCC) to fund or maintain the Transactions funded by VFCC during such period, as determined by the Deal Agent (on behalf of VFCC) and reported to the Seller, which rates shall reflect and give effect to (i) the commissions of placement agents and dealers in respect of such promissory notes, to the extent such commissions are allocated, in whole or in part, to such promissory notes by the Deal Agent (on behalf of VFCC) and (ii) other borrowings by VFCC, including, without limitation, borrowings to fund small or odd dollar amounts that are not easily accommodated in the commercial paper market; provided, however, that if any component of such rate is a discount rate, in calculating the CP Rate, the Deal Agent shall for such component use the rate resulting from converting such discount rate to an interest bearing equivalent rate per annum.

“Credit Support Annex”: A credit support annex determining the LC Permitted Draw Amount, substantially in the form of Exhibit VI attached hereto, executed by the Deal Agent and the Seller in connection with each Transaction; each new Credit Support Annex shall, unless expressly provided otherwise in the new Credit Support Annex, supercede the terms and provisions of the previously issued Credit Support Annex.

“Credit Support Percentages”: For each Mortgage Asset or Purchased Asset, as applicable, the applicable percentage set forth on Schedule 1 to the Fee Letter (or the related Confirmation to the extent a different Credit Support Percentage is set forth in the related Confirmation) under the heading “Credit Support” for the applicable Class and Type of Mortgage Asset or Purchased Asset, as applicable, as such Credit Support Percentages may be modified by the terms of the Fee Letter.

“Current Appraisal”: An appraisal dated within twelve (12) months of the date of determination; provided, however, (i) in the case of the valuation of an Underlying Mortgaged Property, such appraisal shall be a FIRREA Appraisal and (ii) in the case of the valuation of a Mortgage Asset or Purchased Asset, as applicable, such appraisal shall be from a nationally recognized appraisal firm (other than the Seller, the Limited Guarantor or any other Repurchase Party) (A) with substantial experience valuing assets similar in type, size and structure to the Mortgage Asset or Purchased Asset, as applicable, in question, (B) having substantial familiarity with the market for such Mortgage Asset or Purchased Asset, as applicable, and (C) that is otherwise acceptable to the Deal Agent in its discretion.

“Custodial Agreement”: That Custodial Agreement, dated as of even date herewith, by and among the Deal Agent, the Seller and the Custodian, as the same shall be amended, modified, waived, supplemented, extended, replaced or restated from time to time.

“Custodial Fee Letter”: The fee agreement between the Seller and the Custodian providing for the Seller’s payment of the Custodian’s fees and expenses under the Custodial Agreement, as such agreement may be amended, modified, waived, supplemented, extended, restated or replaced from time to time.

“Custodial Identification Certificate”: Defined in the Custodial Agreement.

“Custodian”: Wells Fargo Bank, National Association, and its successor in interest as the custodian under the Custodial Agreement, and any successor Custodian under the Custodial Agreement.

“Deal Agent”: Defined in the Preamble of this Agreement.

“Debt Service Coverage Ratio” or “DSCR”: With respect to any Mortgage Asset or Purchased Asset, as applicable, as of any date of determination, for the period of time to be determined by the Deal Agent in its discretion (it being understood that it is the Deal Agent’s intent to make the determination based on the period of twelve (12) consecutive complete calendar months preceding such date (or, if such Mortgage Asset or Purchased Asset, as applicable, was originated less than twelve (12) months from the date of determination, the number of months from the date of origination)), the ratio of (a) the aggregate Net Cash Flow in respect of the Underlying Mortgaged Properties relating to such Mortgage Asset or Purchased Asset, as applicable, for such period, plus, in the case of Bridge Loans only, any interest reserves held by the Seller or any Servicer on its behalf with respect to such Mortgage Asset or Purchased Asset, as applicable, to (b) the sum of (i) the aggregate amount of all amounts due for such period in respect of all indebtedness that was outstanding from time to time during such period that is secured, directly or indirectly, by such Underlying Mortgaged Properties (including, without limitation, by way of a pledge of the equity of the owner(s) of such Underlying Mortgaged Properties) or that is otherwise owing by the owner(s) of such Underlying Mortgaged Properties, including, without limitation, all scheduled principal and/or interest payments due for such period in respect of each Mortgage Asset or Purchased Asset, as applicable, that is secured or supported by such Underlying Mortgaged Properties plus (ii) the amount of all Ground Lease payments to be made in respect of such Underlying Mortgaged Properties during such period, as any of the foregoing elements of DSCR may be adjusted by the Deal Agent as determined by the Deal Agent in its discretion; provided, however, that, with respect to Junior Interests and Mezzanine Loans, all such calculations shall be made taking into account any senior or pari passu debt or other obligations, including debt or other obligations secured directly or indirectly by the applicable Underlying Mortgaged Property.

“Default”: Any event that, with the giving of notice or the lapse of time, or both, would become an Event of Default.

“Defaulted Mortgage Asset”: Any Mortgage Asset or Purchased Asset, as applicable, (a) that is sixty (60) days or more delinquent under the terms of the Mortgage Loan Documents, (b) for which there is a breach of any of the representations and warranties set forth on Schedule 1 hereto, (c) for which there is a non–monetary default under the related Mortgage Loan Documents, (d) as to which a Borrower has entered into or consented to a bankruptcy, appointment of a receiver or conservator or a similar Insolvency Proceeding, or a Borrower has become the subject of a decree or order for any such proceedings which shall have remained in force undischarged or unstayed for a period of forty–five (45) days, (e) as to which a Borrower admits in writing its inability to pay its debts generally as they become due, files a petition to take advantage of any applicable insolvency or reorganization statute, makes an assignment for the benefit of its creditors, or voluntarily suspends payment of its obligations, (f) as to which the Seller, the Limited Guarantor, any other Repurchase Party, a Servicer or a PSA Servicer shall have received notice of the foreclosure or proposed foreclosure of any Lien on the related Underlying Mortgaged Property, or (g) as to which a Borrower has defaulted or failed to perform or observe any term, covenant, duty, agreement or condition in the Mortgage Loan Documents not referred to above and such default or failure has remained uncured for a period of sixty (60) days and, in the Deal Agent’s judgment, is likely to have a material and adverse affect on the value of the Mortgage Asset or Purchased Asset, as applicable, the related Underlying Mortgaged Property or other Property or the priority of the security interest on such Underlying Mortgaged Property or other Property.

“Delinquent Mortgage Asset”: A Mortgage Asset or Purchased Asset, as applicable, that is thirty (30) or more days, but less than sixty (60) days, delinquent in the payment of principal, interest, fees, distributions or any other amounts payable under the related Mortgage Loan Documents.

“Derivatives Contract”: Any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross–currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement. Not in limitation of the foregoing, the term “Derivatives Contract” includes any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement, including any such obligations or liabilities under any such master agreement.

“Derivatives Termination Value”: Means, in respect of any one or more Derivatives Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Derivatives Contracts, (a) for any date on or after the date such Derivatives Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark–to–market value(s) for such Derivatives Contracts, as determined based upon one or more mid–market or other readily available quotations provided by any recognized dealer in such Derivatives Contracts (which may include the Deal Agent, the Purchaser or any of the Secured Parties).

“Dollars” and “$”: Lawful money of the United States of America.

“Due Diligence Costs”: Defined in Section 13.21 of this Agreement.

“Due Diligence Review”: The performance by the Deal Agent of any or all of the reviews permitted under Section 13.21 or otherwise under this Agreement with respect to any or all of the Purchased Items, the Letters of Credit, the Seller, the Limited Guarantor, the Pledgor, the Parent, the Letter of Credit Issuer or any other Person, Property or assets specified herein, as desired by the Deal Agent in its discretion from time to time.

“Electronic Transmission”: The delivery of information, documents and/or agreements in an electronic format acceptable to the applicable recipient thereof.

“Eligible Asset”: A Mortgage Asset or Purchased Asset, as applicable, that as of any date of determination:

(a) satisfies the definition of Mortgage Asset or Purchased Asset, as applicable;

(b) satisfies each of the applicable representations and warranties set forth in Article IV of this Agreement (to the extent any such representations or warranties relate to the Mortgage Assets or Purchased Assets or the Deal Agent’s, the Purchaser’s or the Secured Parties’ rights or remedies with respect thereto), in Schedule 1 hereto, the Mortgage Loan Documents and in any statement, affirmation or certification made or information, document, agreement, notice or report provided to the Deal Agent with respect to such Mortgage Asset or Purchased Asset;

(c) is not a Defaulted Mortgage Asset or Delinquent Mortgage Asset;

(d) with respect to the portion of such Mortgage Asset to be acquired or, in the case of Purchased Assets, acquired by the Purchaser or its designee, the same does not include any Retained Interest;

(e) has been approved in writing by the Deal Agent in its discretion;

(f) has, to the extent applicable, an LTV not in excess of the Maximum LTV and, with respect to Bridge Loans only, has an LTC not in excess of the Maximum LTC;

(j) in the case a Ground Lease, the Ground Lease has a remaining term of no less than twenty (20) years from the maturity date of the Mortgage Asset;

(k) will, when combined with all Purchased Assets, result in a reasonable mix of Eligible Assets, as determined by the Deal Agent in its discretion before and after adding such Eligible Asset;

(l) in the case of any Mortgage Asset the Mortgage Property for which is a hotel, that hotel must be a national flag hotel;

(m) the Underlying Mortgage Property and the Borrower and its Affiliates are domiciled in the United States;

(n) such Mortgage Asset is denominated and payable in Dollars;

(o) the Borrower is not a Prohibited Person;

(p) does not involve an equity or similar interest by the Seller, the Limited Guarantor, the Pledgor, the Parent or any other Repurchase Party that would result in (i) a conflict of interest, potential conflict of interest or the appearance of a conflict of interest or (ii) an affiliation with a Borrower under the terms of the Mortgage Loan Documents which results or could result in the loss or impairment of any material rights of the holder of the Mortgage Asset or Purchased Asset, as applicable; provided, however, the Seller must disclose to the Deal Agent prior to the Purchase Date all equity or similar interests held or to be held by the Seller, the Limited Guarantor, the Pledgor, the Parent or any other Repurchase Party regardless of whether it satisfies any of the foregoing clauses (p)(i) or (ii); and

(q) the purchase of such Mortgage Asset will not violate any applicable Sub–Limit;

provided, however, notwithstanding a Mortgage Asset’s or Purchased Asset’s, as applicable, failure to conform to the criteria set forth above, the Deal Agent may, in its discretion and subject to such terms, conditions and requirements and Advance Rates and Pricing Spread adjustments as the Deal Agent may require in its discretion, designate in writing (including by executing a Confirmation) any such non–compliant Mortgage Asset or Purchased Asset, as applicable, as an Eligible Asset, which designation (1) may include a temporary or permanent waiver of one (1) or more Eligible Asset requirements and (2) shall not be deemed a waiver of the requirement that all other Purchased Assets and Mortgage Assets must be Eligible Assets (including any assets that are similar or identical to the Mortgage Asset or Purchased Asset subject to the waiver).

“Engagement Letter”: The Letter Agreement, dated October 5, 2006, between the Limited Guarantor and Wachovia.

“Environmental Laws”: Any and all Applicable Laws and all other foreign, federal, state and local laws, statutes, ordinances, rules, regulations, permits, licenses, approvals, interpretations and orders of courts or Governmental Authorities, relating to the protection of human health or the environment, including, but not limited to, requirements pertaining to the manufacture, processing, distribution, use, treatment, storage, disposal, transportation, handling, reporting, licensing, permitting, investigation or remediation of hazardous materials. Environmental Laws include, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §9601 et seq., the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §6901 et seq., the Hazardous Material Transportation Act, as amended, 49 U.S.C. §1501 et seq., the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1977, 33 U.S.C. §1251 et seq., the Clean Air Act (42 U.S.C. § 7401 et seq.), the Toxic Substances Control Act of 1976, 15 U.S.C. §2601 et seq., the Emergency Planning and Community Right–to–Know Act of 1986, 42 U.S.C. §1101 et seq., the Clean Air Act of 1966, as amended, 42 U. S. C. §7401 et seq., the National Environmental Policy Act of 1969, 42 U.S.C. §4321, the River and Harbor Act of 1899, 33 U.S.C. §401 et seq., the Endangered Species Act of 1973, as amended, 16 U.S.C. §1531 et seq., the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. §651 et seq., the Safe Drinking Water Act of 1974, as amended, 42 U.S.C. §201 et seq., and the Environmental Protection Agency’s regulations relating to underground storage tanks, 40 C.F.R. Parts 280 and 281, and the rules and regulations under each of the foregoing, each as amended, modified, waived, supplemented, extended, restated or replaced from time to time.

“Equity Interests”: With respect to any Person, any share, interest, participation and other equivalent (however denominated) of capital stock of (or other ownership, equity or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share of capital stock of (or other ownership, equity or profit interests in) such Person, any security convertible into or exchangeable for any share of capital stock of (or other ownership, equity or profit interests in) such Person or warrant, right or option for the purchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination.

“ERISA”: The Employee Retirement Income Security Act of 1974 and the regulations promulgated and rulings issued thereunder, as each of the foregoing are amended from time to time.

“ERISA Affiliate”: (a) Any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Seller or the Limited Guarantor, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with the Seller or the Limited Guarantor, or (c) a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Seller, the Limited Guarantor, any corporation described in clause (a) above or any trade or business described in clause (b) above.

“Eurocurrency Liabilities”: Defined in Regulation D of the Board of Governors of the Federal Reserve System, as in effect and amended from time to time.

“Eurodollar Disruption Event”: The occurrence of any of the following: (a) any Liquidity Bank shall have notified the Deal Agent of a determination by such Liquidity Bank or any of its assignees or participants that it would be contrary to law or to the directive of any central bank or other Governmental Authority (whether or not having the force of law) to obtain United States dollars in the London interbank market to fund any Transaction, (b) any Liquidity Bank shall have notified the Deal Agent of the inability, for any reason, of such Liquidity Bank or any of its assignees or participants to determine the Adjusted Eurodollar Rate, (c) any Liquidity Bank shall have notified the Deal Agent of a determination by such Liquidity Bank or any of its assignees or participants that the rate at which deposits of United States dollars are being offered to such Liquidity Bank or any of its assignees or participants in the London interbank market does not accurately reflect the cost to such Liquidity Bank, such assignee or such participant of making, funding or maintaining any Transaction, or (d) any Liquidity Bank shall have notified the Deal Agent of the inability of such Liquidity Bank or any of its assignees or participants to obtain United States dollars in the London interbank market to make, fund or maintain any Transaction.

“Eurodollar Reserve Percentage”: For any period means the percentage, if any, applicable during such period (or, if more than one such percentage shall be so applicable, the daily average of such percentages for those days in such period during which any such percentage shall be so applicable) under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any basic, emergency, supplemental, marginal or other reserve requirements) with respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term of one (1) month.

“Event of Default”: Defined in Section 10.1 of this Agreement.

“Excepted Persons”: Defined in Subsection 13.13(a) of this Agreement.

“Exception”: Defined in the Custodial Agreement.

“Excess Credit Support”: An amount determined by the Seller in its discretion (as set forth in the Credit Support Annex), but in no event less than 10% of the Base Credit Support.

“Exchange Act”: The Securities Exchange Act of 1934, as amended from time to time.

“Existing Financing Facilities”: The financing facilities identified on Schedule 3 hereto.

“Extended Funding Expiration Date”: Defined in Subsection 2.4(b) of this Agreement.

“Extension Fee”: The “Extension Fee” as defined in and payable under the Fee Letter.

“Facility”: The facility evidenced by and the Transactions contemplated under the Repurchase Documents.

“Facility Maturity Date”: Subject to Article X, the earliest of (a) November 6, 2009, as such original Facility Maturity Date may be extended pursuant to Subsection 2.4(a) hereof, (b) the date on which the Liquidity Agreement terminates, expires or is unavailable and (c) the date on which this Agreement shall terminate in accordance with the provisions hereof or by operation of Applicable Law.

“Facility Period”: The period commencing on the Closing Date and terminating on the Funding Expiration Date.

“FDIA”: Defined in Subsection 13.20(b) of this Agreement.

“FDICIA”: Defined in Subsection 13.20(d) of this Agreement.

“Federal Funds Rate”: For any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the overnight federal funds rates as in Federal Reserve Board Statistical Release H.15(519) or any successor or substitute publication selected by the Deal Agent (or, if such day is not a Business Day, for the next succeeding Business Day), or, if, for any reason, such rate is not available on any day, the rate determined, in the sole opinion of the Deal Agent, to be the rate at which overnight federal funds are being offered in the national federal funds market at 9:00 a.m. Charlotte, North Carolina time.

“Fee Letter”: The Fee Letter, dated as of even date herewith, between the Deal Agent and the Seller, as amended, modified, waived, supplemented, extended, restated or replaced from time to time.

“Final Maturity Date”: Defined in Subsection 2.4(a) of this Agreement.

“Financial Covenants”: The covenants set forth in Subsection 5.1(bb) of this Agreement.

“Financial Covenants Definitions”: The following definitions shall apply to the Financial Covenants and the Financial Covenants Definitions only and no other term, provision, definition, covenant, duty, obligation or agreement under the Repurchase Documents:

“Approved Subordinate Debt”: Indebtedness which is unsecured and subordinated to payment of the Obligations in a manner acceptable to Deal Agent in its sole discretion.

“Attributable Indebtedness”: On any date, (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.

“Consolidated CAD”: For any period of determination, the cash available for distribution for such period, as determined in accordance with Parent’s policies and procedures for determining cash available for distribution (a) as reflected in its earnings packages furnished to the SEC as supporting documentation for the financial information contained in its periodic filings on Form 10-K or Form 10-Q or any relevant filings on Form 8-K or (b) as otherwise made available to Parent’s investors and research analysts from time to time.

“Consolidated Debt”: The total liabilities minus deferred taxes of Parent and its Subsidiaries, all as determined on a consolidated basis in accordance with GAAP, excluding any liabilities of Parent and its Subsidiaries existing solely as a result of the application of FIN46.

“Consolidated Interest Charges and Distributions”: For any period, for the Parent and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, debt discounts, fees, charges and related expenses of the Parent and its Subsidiaries in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) the portion of rent expense of the Parent and its Subsidiaries with respect to such period under capital leases that is treated as interest in accordance with GAAP, and (c) Restricted Payments made with respect to the preferred shares of Parent and its Subsidiaries provided, that there shall be excluded any interest which would otherwise have been included herein solely as a result of the application of FIN 46.

“Consolidated Interest and Distributions Coverage Ratio”: As of any date of determination, the ratio of (a) Consolidated CAD for the four fiscal quarters most recently ended for which the Parent has delivered or should have delivered financial statements pursuant to Subsections 5.1(s) and (t), plus Consolidated Interest Charges and Distributions for such period to (b) Consolidated Interest Charges and Distributions for such period.

“Consolidated Leverage Ratio”: As of any date of determination, the ratio of (a) Consolidated Debt as of such date to (b) Consolidated Tangible Net Worth as of such date.

“Consolidated Senior Indebtedness”: As of any date of determination, the aggregate amount of the following liabilities which would be shown on the consolidated balance sheet of the Parent and its Subsidiaries prepared in accordance with GAAP: (a) the outstanding principal amount of all obligations, whether current or long term, for borrowed money (including Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments, (b) all purchase money Indebtedness, (c) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business), (d) Attributable Indebtedness in respect of capital leases and Synthetic Lease Obligations, and (e) all Indebtedness of the types referred to in clauses (a) through (d) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which the Parent or a Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrowers or such Subsidiary, excluding, however (i) Approved Subordinate Debt and (ii) any such Indebtedness which exists solely as a result of the application of FIN 46.

“Consolidated Tangible Net Worth”: As of any date of determination, for the Parent and its Subsidiaries on a consolidated basis, Shareholders’ Equity of the Parent and its Subsidiaries on that date minus the Intangible Assets of the Parent and its Subsidiaries on that date, provided, that the determination of Consolidated Tangible Net Worth shall be adjusted to exclude the effect of FIN 46.

“Contingent Obligation”: As to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Contingent Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith.

“FIN 46”: The Interpretation of Accounting Research Bulletin no. 51, Consolidated Financial Statements, promulgated by the Financial Accounting Standards Board, as the same may be restated, modified or changed from time to time.

“GAAP”: Generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied.

“Indebtedness”: As to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;

(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;

(c) net obligations of such Person under any Swap Contract;

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business);

(e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;

(f) capital leases and Synthetic Lease Obligations; and

(g) all Contingent Obligations of such Person in respect of any of the foregoing.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the swap termination value thereof as of such date. The amount of any capital lease or Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date.

“Intangible Assets”: Assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges, and unamortized debt discount.

“Restricted Payment”: Any dividend or other distribution (whether in cash, securities or other property) with respect to any capital stock or other equity interest of any Loan Party or any Subsidiary thereof, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other equity interest or of any option, warrant or other right to acquire any such capital stock or other equity interest.

“Shareholders’ Equity”: Consolidated shareholders’ equity of the Parent and its Subsidiaries as of the date of determination computed in accordance with GAAP.

“Swap Contract”: (a) Any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement. “Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).

“Unencumbered Liquidity”: As of any date of determination, for any Person, the aggregate market value of the following assets owned by such Person and which are neither (i) the subject of any Lien nor (ii) being held for the benefit of third parties or otherwise restricted:

(a) cash, and obligations issued or guaranteed by the United States;

(b) marketable direct obligations issued or guaranteed by any Person controlled or supervised by and acting as an agency or instrumentality of the United States pursuant to authority granted by the Congress of the United States, and maturing within one year of the date of acquisition thereof;

(c) certificates of deposit issued, or banker’s acceptances drawn on and accepted by, or money market accounts or time deposits in, commercial banks which are members of the Federal Deposit Insurance Corporation and which have a combined capital, surplus and undistributed profits of at least $50,000,000, and maturing within one year of the date of acquisition thereof;

(d) repurchase agreements maturing within one year of the date of acquisition thereof with any such commercial bank, or with broker-dealers or other institutions, that are secured by marketable direct obligations issued or guaranteed by the United States or an agency or instrumentality thereof;

(e) other money market instruments and mutual funds, substantially all of the assets of which are invested in any or all of the investments described in clauses (a) through (d) above; and

(f) commercial paper (other than commercial paper issued by any Borrower or any of its Affiliates), maturing no more than ninety (90) days after the date of creation thereof, and with a rating of at least P-1 by Moody’s or A-1 by S&P on the date of acquisition (the value of which shall be determined in accordance with generally accepted accounting principles).

“FIRREA Appraisal”: An appraisal prepared by an independent third–party appraiser approved in writing by the Deal Agent in its discretion and satisfying the requirements of Title XI of the Federal Institutions, Reform, Recovery and Enforcement Act of 1989 (as supplemented, amended, modified and replaced from time to time) and the regulations promulgated thereunder, as in effect on the date of such appraisal.

“Fitch”: Fitch Ratings, Inc.

“Foreclosed Loan”: A loan the security for which has been foreclosed upon by the Seller.

“Funding Expiration Date”: Subject to Article X, the earlier of (i) November 11, 2007, as such date may be extended pursuant to Subsection 2.4(b) of this Agreement, (ii) the date on which the Liquidity Agreement terminates, expires or is unavailable, (iii) the date on which the Funding Expiration Date shall occur in accordance with the provisions hereof or by operation of Applicable Law.

“GAAP”: Generally accepted accounting principles as in effect from time to time in the United States, consistently applied.

“Governmental Authority”: Any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any Person, body or entity exercising executive, legislative, judicial, quasi–judicial, quasi–legislative, regulatory or administrative functions of or pertaining to government, any court or arbitrator having jurisdiction over such Person, any of its Affiliates or Subsidiaries or any of its assets or Properties, any stock exchange on which shares of stock of such Person are listed or admitted for trading and any accounting board or authority (whether or not a part of government) that is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic.

“Ground Lease”: With respect to any Underlying Mortgaged Property for which the Borrower has a leasehold interest in the related Underlying Mortgaged Property or space lease within such Underlying Mortgaged Property, the lease agreement creating such leasehold interest.

“Guarantee Obligation”: Means, as to any Person (the “guaranteeing person”), without duplication, any obligation of (a) the guaranteeing person or (b) another Person (including, without limitation, any bank under any letter of credit) to induce the creation of the obligations for which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends, Contractual Obligation, Derivatives Contract or other obligations or indebtedness (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the maximum stated amount of the primary obligation relating to such Guarantee Obligation (or, if less, the maximum stated liability set forth in the instrument embodying such Guarantee Obligation); provided, however, that in the absence of any such stated amount or stated liability, the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as reasonably determined by such Person in good faith.

“Guaranty”: The Guaranty, dated as of even date herewith, executed by the Limited Guarantor in favor of the Deal Agent as agent for the Secured Parties, as such agreement is amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time.

“Income”: With respect to each Purchased Item and to the extent of the Seller’s or the holder’s interest therein, at any time, all of the following: all payments, collections, prepayments, recoveries, proceeds (including, without limitation, insurance and condemnation proceeds) and all other payments or amounts of any kind or nature whatsoever paid, received, collected, recovered or distributed on, in connection with or in respect of the Purchased Assets, the Purchased Items, the Pledged Collateral or any other collateral for the Obligations under the Facility, including, without limitation, principal payments, interest payments, principal and interest payments, prepayment fees, extension fees, exit fees, defeasance fees, transfer fees, late charges, late fees and all other fees or charges of any kind or nature, premiums, yield maintenance charges, penalties, default interest, dividends, gains, receipts, allocations, rents, interests, profits, payments in kind, returns or repayment of contributions and all other distributions, payments and other amounts of any kind or nature whatsoever payable thereon, in connection therewith, or with respect thereto, together with amounts received from any Interest Rate Protection Agreement; provided, however, Income shall not include any Borrower Reserve Payments unless the Seller, a Servicer or a PSA Servicer has exercised rights with respect to such payments under the terms of the related Mortgage Loan Documents, the Servicing Agreements or the Pooling and Servicing Agreements, as applicable.

“Increased Costs”: Any amounts required to be paid by the Seller to the Deal Agent, the Purchaser or any Affected Party pursuant to Section 2.13 of this Agreement.

“Indebtedness”: Means, with respect to any Person, including such Person’s Consolidated Subsidiaries determined on a consolidated basis, at the time of computation thereof, all indebtedness of any kind including, without limitation (without duplication): (a) all obligations of such Person in respect of money borrowed (including, without limitation, principal, interest, assumption fees, prepayment fees, yield maintenance charges, penalties, exit fees, contingent interest and other monetary obligations whether choate or inchoate and whether by loan, the issuance and sale of debt securities or the sale of Property or assets to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property or assets, or otherwise); (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, letters of credit or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered, or (iv) in connection with the issuance of preferred equity or trust preferred securities; (c) Capital Lease Obligations of such Person; (d) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the same have been presented for payment); (e) all Off–Balance Sheet Obligations of such Person; (f) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Mandatory Redeemable Stock issued by such Person or any other Person (inclusive of forward equity contracts), valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) as applicable, all obligations of such Person (but not the obligation of others) in respect of any keep well arrangements, credit enhancements, contingent or future funding obligations under any Mortgage Asset or any obligation senior to the Mortgage Asset, unfunded interest reserve amount under any Mortgage Asset or any obligation that is senior to the Mortgage Asset, purchase obligation, repurchase obligation, sale/buy-back agreement, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of Equity Interests (other than Mandatory Redeemable Stock)); (h) net obligations under any Derivatives Contract not entered into as a hedge against existing indebtedness, in an amount equal to the Derivatives Termination Value thereof; (i) all Non–Recourse Indebtedness, recourse indebtedness and all indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person; (j) all indebtedness of another Person secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien (other than certain Permitted Liens) on Property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment obligation; provided, however, if such Person has not assumed or become liable for the payment of such indebtedness, then for the purposes of this definition the amount of such indebtedness shall not exceed the market value of the property subject to such Lien; (k) all Contingent Liabilities; (l) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person or obligations of such Person to pay the deferred purchase or acquisition price of Property or assets, including contracts for the deferred purchase price of Property or assets that include the procurement of services; (m) indebtedness of general partnerships of which such Person is liable as a general partner (whether secondarily or contingently liable or otherwise); and (n) obligations of such Person to fund capital commitments under any Authority Document, subscription agreement or otherwise.

“Indemnified Amounts”: Defined in Subsection 11.1(a) of this Agreement.

“Indemnified Parties”: Defined in Subsection 11.1(a) of this Agreement.

“Independent Director”: A natural Person who (a) is not at the time of initial appointment as Independent Director, and may not have been at any time during the five (5) years preceding such initial appointment or at any time while serving as Independent Director, (i) a stockholder, partner, member or direct or indirect legal or beneficial owner of the Seller, the Limited Guarantor, the Pledgor, the Parent or any other Repurchase Party; (ii) a contractor, creditor, customer, supplier, director (with the exception of serving as the Independent Director of the Seller), officer, employee, attorney, manager or other Person who derives any of its purchases or revenues from its activities with the Seller, the Limited Guarantor, the Pledgor, the Parent or any other Repurchase Party; (iii) a natural Person who controls (directly or indirectly or otherwise) the Seller, the Limited Guarantor, the Pledgor, the Parent or any other Repurchase Party or who controls or is under common control with any Person that would be excluded from serving as an Independent Director under (i) or (ii), above; or (iv) a member of the immediate family of a natural Person excluded from servicing as an Independent Director under (i) or (ii) above and (b) otherwise satisfies the then current requirements of the Rating Agencies. A Person who is an employee of a nationally recognized organization that supplies independent directors and who otherwise satisfies the criteria in clause (a) but for the fact that such organization receives payment from the Seller, the Limited Guarantor, the Parent or the Pledgor for providing such independent director shall not be disqualified from serving as an Independent Director hereunder.

“Insolvency Event”: With respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of such Person or any substantial part of its assets or Property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its assets or Property, or ordering the winding–up or liquidation of such Person’s affairs, and such decree or order shall remain unstayed and in effect for a period of thirty (30) consecutive days; or (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, or the consent by such Person to the entry of an order for relief in an involuntary case under any such law, or the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its assets or Property, or the making by such Person of any general assignment for the benefit of creditors, or the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

“Insolvency Laws”: The Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“Insolvency Proceeding”: Any case, action or proceeding before any court or other Governmental Authority relating to any Insolvency Event.

“Instrument”: Any “instrument” (as defined in Article 9 of the UCC), other than an instrument that constitutes part of chattel paper.

“Interest Rate Protection Agreement”: With respect to any or all of the Mortgage Assets and Purchased Assets, as applicable, (i) any Derivatives Contract required under the terms of the related Mortgage Loan Documents providing for protection against fluctuations in interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies, and acceptable to the Deal Agent in its discretion, which Interest Rate Protection Agreement shall be performed, maintained and in place in accordance with the terms of the Mortgage Loan Documents, and (ii) any Derivatives Contract put in place by the Seller, the Limited Guarantor, the Pledgor, the Parent or any other Repurchase Party with respect to any Mortgage Asset or Purchased Asset, as applicable, which Interest Rate Protection Agreement shall be performed, maintained and in place during the time the related Purchased Asset is subject to a Transaction under this Agreement.

“Issuer”: VFCC and any other Purchaser whose principal business consists of issuing commercial paper or other securities to fund its acquisition or maintenance of receivables, accounts, instruments, chattel paper, general intangibles and other similar assets.

“Junior Interest”: (a) A senior, pari passu or junior participation interest in a performing Commercial Real Estate Loan or (b) a “subordinate note” or “certificate” in an “A/B” or similar structure in a performing Commercial Real Estate Loan, in each case where the Underlying Mortgaged Property is stabilized and non–transitional (in each case as determined by the Deal Agent in its discretion).

“Junior Interest Documents”: The original Participation Certificate, original Participation Agreement and originals of any other tangible evidence of such Junior Interest, as applicable.

“Late Payment Fee”: A fee equal to interest on the amounts not paid when due at the Post-Default Rate until such amounts are paid in full, provided that such interest rate shall not exceed the maximum rate permitted by Applicable Law.

“LC Permitted Draw Amount”: On any date of determination, the maximum amount that the Deal Agent is permitted to draw under the Letters of Credit, which amount shall be set forth in a Credit Support Annex and shall be equal to the lesser of (x) $100,000,000 and (y) the sum of (a) the Base Credit Support plus (b) the Excess Credit Support.

“Lead Based Paint”: Paint containing more than 0.5% lead by dry weight.

“Letter of Credit”: One (1) or more letters of credit issued by the Letter of Credit Issuers in the aggregate amount of the Letter of Credit Amount. Each such Letter of Credit shall (i) be an irrevocable, unconditional, clean sight draft (i.e., there are no other conditions for drawings or documentation requirements for drawings permitted other than the draw amount) standby letter of credit in favor of the Deal Agent as agent for the Secured Parties as the beneficiary thereof, (ii) permit multiple, partial draws, (iii) be freely transferable, (iv) have an expiration date at least ninety (90) days after the Facility Maturity Date (including any extensions thereof), either pursuant to the initial term thereof or pursuant to automatic renewals which require no action on the part of the Deal Agent or Seller or the Limited Guarantor and (v) otherwise be acceptable to the Deal Agent in its discretion.

“Letter of Credit Amount”: Defined in the Fee Letter.

“Letter of Credit Issuer”: Police and Fire Retirement System of the City of Detroit and The General Retirement System of the City of Detroit, each of which shall have a credit rating of “A” or better by S&P and is otherwise acceptable to the Deal Agent in its discretion; provided, however, at no time shall a Letter of Credit Issuer’s credit rating by any Rating Agency fall below the Minimum Credit Rating.

“LIBOR Rate”: For any day during any Accrual Period and any Transaction or portion thereof, a rate per annum equal to:

(i) the posted rate for thirty (30) day deposits in United States Dollars appearing on Telerate page 3750 as of 11:00 a.m. (London time) on the Business Day which is the second (2nd) Business Day immediately preceding the applicable Purchase Date (with respect to the initial Accrual Period for such Transaction) and as of the second (2nd) Business Day immediately preceding the first (1st) day of the applicable Accrual Period (with respect to all subsequent Accrual Periods for such Transaction); or

(ii) if no such rate appears on Telerate page 3750 at such time and day, then the LIBOR Rate shall be determined by Wachovia at its principal office in Charlotte, North Carolina as its rate (each such determination, absent manifest error, to be conclusive and binding on all parties hereto and their assignees) at which thirty (30) day deposits in United States Dollars are being, have been, or would be offered or quoted by Wachovia to major banks in the applicable interbank market for Eurodollar deposits at or about 11:00 a.m. (Charlotte, North Carolina time) on such day.

“Lien”: Any mortgage, lien, pledge, charge, right, claim, security interest or encumbrance of any kind of or on any Person’s assets or Properties in favor of any other Person (including any UCC financing statement or any similar instrument filed against such Person’s assets or Properties).

“Limited Guarantor”: Individually and collectively, as the context may require, MMA Realty Capital, LLC, a Maryland limited liability company, together with its successors and permitted assigns.

“Liquidity Agent”: Wachovia and any successor to Wachovia under the Liquidity Agreement.

“Liquidity Agreement”: The Liquidity Purchase Agreement, dated as of an even date herewith, among VFCC, as the seller, the Liquidity Banks named therein, WCM as the deal agent and the documentation agent, and Wachovia, as the Liquidity Agent, and any other liquidity agreement applicable to a Purchaser that is a commercial paper conduit, each as amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time.

“Liquidity Banks”: The Person or Persons who provide liquidity support to VFCC or any other Purchaser that is a commercial paper conduit pursuant to the Liquidity Agreement or other liquidity agreement in connection with the issuance of Commercial Paper Notes.

“Loan–to–Value Ratio” or “LTV”: With respect to any Mortgage Asset or Purchased Asset, as applicable, as of any date of determination, the ratio of the outstanding principal amount of such Mortgage Asset or Purchased Asset, as applicable, to the market value of the related Underlying Mortgaged Property at such time, as the Deal Agent may determine in its discretion based on such sources of information as the Deal Agent may determine to rely on in its discretion; provided, however, that, with respect to Junior Interests and Mezzanine Loans, all such calculations shall be made taking into account any senior or pari passu debt or other obligations, including debt or other obligations secured directly or indirectly by the applicable Underlying Mortgaged Property.

“LTC”: With respect to any Eligible Asset or Purchased Asset, as applicable, that is a Bridge Loan, as of any date of determination, the ratio of the outstanding principal amount of such Eligible Asset or Purchased Asset, as applicable, to the Construction Costs for such Eligible Asset or Purchased Asset, as applicable.

“Mandatory Redeemable Stock”: Means, with respect to any Person and any Subsidiary thereof, any Equity Interests of such Person which by the terms of such Equity Interests (or by the terms of any security into which it is convertible or for which it is exchangeable or exercisable), upon the happening of any event or otherwise (a) matures or is required to be redeemed, pursuant to a sinking fund obligation or otherwise (other than any Equity Interests to the extent redeemable in exchange for common stock or other equivalent common Equity Interests), (b) is convertible into or exchangeable or exercisable for Indebtedness or Mandatory Redeemable Stock, or (c) is redeemable at the option of the holder thereof, in whole or in part (other than any Equity Interests which is redeemable solely in exchange for common stock or other equivalent common Equity Interests), in each case, on or prior to the Facility Maturity Date.

“Margin Base”: On any day, the aggregate Asset Value of all Purchased Assets or, as applicable, the Asset Value of certain specified Purchased Assets.

“Margin Correction Deadline”: 3:00 p.m. on the first (1st) Business Day after any Margin Deficit Notice is delivered by the Deal Agent, unless such deadline is extended in accordance with Section 2.7.

“Margin Deficit”: Defined in Subsection 2.7(a) of this Agreement.

“Margin Deficit Notice”: A notice in the form of Exhibit X attached hereto requiring the Seller to eliminate a Margin Deficit by the Margin Correction Deadline.

“Market Value”: As of any date in respect of any Mortgage Asset or Purchased Asset, as applicable, the price at which such Mortgage Asset or Purchased Asset, as applicable, could readily be sold, as determined by the Deal Agent in its discretion based on such sources and information (if any) as the Deal Agent may determine to rely on in its discretion (which value may be determined to be zero), as such Market Value may be adjusted at any time by the Deal Agent as the Deal Agent determines in its discretion.

“Material Adverse Effect”: A material adverse effect on or change in or to (a) the Property, assets, business, operations, financial condition, credit quality or prospects of the Seller, the Limited Guarantor, the Parent or the Pledgor, (b) the ability of the Seller, the Limited Guarantor, the Parent or the Pledgor to perform its obligations under any of the Mortgage Loan Documents or the Repurchase Documents to which it is a party and/or to avoid an Event of Default, (c) the validity, legality, binding effect or enforceability of any of the Repurchase Documents, any Letter of Credit, the Mortgage Loan Documents or any security interest granted hereunder or thereunder, (d) the rights and remedies of the Deal Agent, the Purchaser or any Affected Party under any of the Repurchase Documents, Mortgage Loan Documents, the Purchased Items, the Pledged Collateral, any Letter of Credit or any other collateral for the Facility, (e) the timely payment of any amounts payable under the Repurchase Documents, Mortgage Loan Documents, the Purchased Items, the Pledged Collateral, any Letter of Credit or any other collateral for the Facility, (f) any Mortgage Asset or Purchased Asset or the Asset Value, rating (if applicable) or liquidity of one (1) or more Mortgage Assets or the Purchased Assets, as applicable, (g) the Purchased Items, the Pledged Collateral, any Letter of Credit or any collateral securing any obligations under any Repurchase Document, (h) the perfection or priority of any Lien granted under any of the Repurchase Documents or the Mortgage Loan Documents or (i) the ability of any Letter of Credit Issuer to perform its obligations under any Letter of Credit or the rating, liquidity or solvency of a Letter of Credit Issuer.

“Materials of Environmental Concern”: Any mold, petroleum (including, without limitation, crude oil or any fraction thereof), petroleum products or by-products (including, without limitation, gasoline), or any hazardous, toxic or harmful substances, materials, wastes, pollutants or contaminants, defined as such in or regulated under any Environmental Law, including, without limitation, asbestos, asbestos containing materials, polychlorinated biphenyls, urea-formaldehyde insulation, radioactive materials, Lead Based Paint, Toxic Mold, flammable explosives and radon.

“Maximum Amount”: Subject to Subsection 2.3(a) of this Agreement, (i) for the six (6) month period following the Closing Date until May 12, 2007, the Maximum Amount shall be $300,000,000 and (ii) on or after May 13, 2007, the Maximum Amount shall automatically reduce to $200,000,000 without the need for any action on the part of any Person; provided, however, in connection with the automatic reduction to $200,000,000 on May 13, 2007, the Seller shall pay to the Deal Agent as agent for the Secured Parties on or before May 13, 2007 an amount sufficient to reduce the aggregate outstanding Purchase Price to $200,000,000 or less, together with any Price Differential due thereon and any Breakage Costs incurred in connection therewith, which amount shall be paid in immediately available funds and without reduction for or on account of any set–off, counterclaim, defense or any other reason whatsoever; provided, further, however, on and after the earlier of the Funding Expiration Date and the Facility Maturity Date, the Maximum Amount shall mean the aggregate Purchase Price outstanding for all Transactions.

“Maximum LTC”: With respect to any Mortgage Asset or Purchased Asset, as applicable, that is a Bridge Loan, at any time the Loan–to–Value Ratio for the related Underlying Mortgaged Property set forth on Schedule 1 to the Fee Letter under the heading “Maximum LTV” for the applicable Class of such Mortgage Asset or Purchased Asset, as applicable, and, as applicable, the applicable Type of Underlying Mortgaged Property.

“Maximum LTV”: With respect to any Mortgage Asset or Purchased Asset, as applicable, at any time the Loan–to–Value Ratio for the related Underlying Mortgaged Property set forth on Schedule 1 to the Fee Letter under the heading “Maximum LTV” for the applicable Class of such Mortgage Asset or Purchased Asset, as applicable, and, as applicable, the applicable Type of Underlying Mortgaged Property; provided, however, with respect to Junior Interests and Mezzanine Loans, the Maximum LTV shall take into account any senior or pari passu debt or other obligations, including debt or other obligations secured directly or indirectly by the applicable Underlying Mortgaged Property.

“Mezzanine Loan”: A performing mezzanine loan secured by a first priority perfected lien and pledge of the 100% of the Equity Interests of the Person that owns directly or indirectly income producing Underlying Mortgaged Property that is stabilized and is non–transitional (in each case, as determined by the Deal Agent in its discretion).

“Mezzanine Note”: The original executed promissory note or other tangible evidence of Mezzanine Loan indebtedness.

“Minimum Credit Rating”: Defined in the Fee Letter.

“Minimum DSCR”: With respect to any Mortgage Asset or Purchased Asset, as applicable, at any time, the DSCR for the related Underlying Mortgaged Property set forth on Schedule 1 to the Fee Letter under the heading “Minimum DSCR” for the applicable Class of such Mortgage Asset or Purchased Asset, as applicable, and, as applicable, the applicable Type of Underlying Mortgaged Property; provided, however, with respect to Junior Interests and Mezzanine Loans, the Minimum DSCR shall take into account any senior or pari passu debt or other obligations, including debt or other obligations secured directly or indirectly by the applicable Underlying Mortgaged Property.

“Moody’s”: Moody’s Investors Services, Inc., and any successor thereto.

“Mortgage”: Each mortgage, assignment of rents, security agreement and fixture filing, or deed of trust, assignment of rents, security agreement and fixture filing, or similar instrument creating and evidencing a Lien on real property and other property and rights incidental thereto.

“Mortgage Asset”: A Whole Loan, a Junior Interest, a Bridge Loan or a Mezzanine Loan, (i) the Underlying Mortgaged Property for which is included in the categories for Types of Mortgage Assets, (ii) that is listed on a Confirmation and (iii) for which the Custodian has been instructed by the Seller to hold the related Mortgage Asset File for the Deal Agent as agent for the Secured Parties pursuant to the Custodial Agreement; provided, however, Mortgage Assets shall not include any Retained Interest (if any).

“Mortgage Asset File”: Defined in the Custodial Agreement.

“Mortgage Asset File Checklist”: Defined in the Custodial Agreement.

“Mortgage Asset Purchase Agreement”: The Mortgage Asset Purchase Agreement, dated as of June 15, 2006, among the Seller, Wachovia, Municipal Mortgage & Equity, LLC and MunieMae, as amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time.

“Mortgage Loan Documents”: Defined in the Custodial Agreement.

“Mortgage Note”: The original executed promissory note or other evidence of the indebtedness of a Borrower under a Whole Loan which is secured by a Mortgage on the related Underlying Mortgaged Property.

“Mortgaged Property”: The Commercial Real Estate (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 evidenced by the Mortgage Loan Documents or any other note, certificate or debt instrument.

“Mortgagee”: The record holder of a Mortgage Note secured by a Mortgage.

“Multiemployer Plan”: A “multiemployer plan” as defined in Section 4001(a)(3) of ERISA that is or was at any time during the current year or the immediately preceding five (5) years contributed to by the Seller, the Limited Guarantor or any ERISA Affiliate of the Seller or the Limited Guarantor on behalf of its employees.

“Net Cash Flow”: With respect to any Underlying Mortgaged Property, for any period, the net income (or deficit) attributable to such Underlying Mortgaged Property for such period, determined in accordance with GAAP, less the amount of all (a) capital expenditures incurred, (b) reserves established, (c) leasing commissions paid (other than commissions paid from reserves held under the Mortgage Loan Documents) and (d) tenant improvements paid during such period (other than tenant improvements paid from reserves held under the Mortgage Loan Documents) in each case attributable to such Underlying Mortgaged Property, plus all non–cash charges deducted in the calculation of such net income.

“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 similar exceptions to non–recourse provisions (but not exceptions relating to bankruptcy, insolvency, receivership, non-approved transfers or other customary or similar events)) is contractually limited to specific assets of such Person encumbered by a Lien securing such indebtedness.

“Non–Table Funded Purchased Asset”: A Purchased Asset that is not a Table Funded Purchased Asset.

“Non–Wachovia Assets”: Any Mortgage Asset or Purchased Asset, as applicable, issued, originated or extended by a Person other than Wachovia or Wachovia Corporation or an Affiliate of Wachovia or Wachovia Corporation.

“Obligations”: Defined in Subsection 8.1(b) of this Agreement.

“OFAC”: The U.S. Department of the Treasury’s Office of Foreign Assets Control.

“OFAC Regulations”: The regulations promulgated by OFAC.

“Off–Balance Sheet Obligations”: 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 purposes of this clause (c), any transaction structured to provide tax deductibility as interest expense of any dividend, coupon or other periodic payment will be deemed to be the functional equivalent of a borrowing).

“Officer’s Certificate”: A certificate signed by a Responsible Officer of the Seller, the Limited Guarantor, the Parent or the Pledgor, as applicable.

“Operating Account”: The account of the Seller set forth on Schedule 2 hereto.

“Opinion of Counsel”: A written opinion of counsel, which opinion and counsel are acceptable to the Deal Agent in its discretion.

“Originator”: With respect to each Mortgage Asset or Purchased Asset, as applicable, the Person who originated such Mortgage Asset or Purchased Asset, as applicable.

“Other Costs”: Defined in Subsection 13.9(c).

“Parent”: Municipal Mortgage & Equity, LLC, a Delaware limited liability company, together with its successors and permitted assigns.

“Participation Agreement”: With respect to any Junior Interest, any executed participation agreement, sub–participation agreement, intercreditor, servicing or administrative agreement or any agreement that is similar to any of the foregoing agreements under which the Junior Interest is created, evidenced, issued, serviced, administered and/or guaranteed.

“Participation Certificate”: With respect to any Junior Interest, an executed certificate, note, instrument or other document representing the interest, participation interest or sub–participation interest granted under a Participation Agreement.

“Payment Date”: The 20th day of each calendar month, or, if such day is not a Business Day (i) if the next Business Day occurs during the succeeding month, the previous Business Day and (ii) if the next Business Day does not occur during the succeeding month, the next succeeding Business Day.

“PBGC”: The Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

“Pension Plans”: Defined in Subsection 4.1(u) of this Agreement.

“Permitted Investments”: Investments of any one or more of the following types:

(a) marketable obligations of the United States, the full and timely payment of which are backed by the full faith and credit of the United States of America and that have a maturity of not more than 270 days from the date of acquisition;

(b) marketable obligations, the full and timely payment of which are directly and fully guaranteed by the full faith and credit of the United States and that have a maturity of not more than 270 days from the date of acquisition;

(c) bankers’ acceptances and certificates of deposit and other interest–bearing obligations (in each case having a maturity of not more than 270 days from the date of acquisition) denominated in Dollars and issued by any bank with capital, surplus and undivided profits aggregating at least $100,000,000, the short–term obligations of which are rated of least A–1 by S&P and P–1 by Moody’s;

(d) repurchase obligations with a term of not more than ten (10) days for underlying securities of the types described in clauses (a), (b) and (c) above entered into with any bank of the type described in clause (c) above;

(e) commercial paper rated at least A–1 by S&P and P–1 by Moody’s;

(f) demand deposits, time deposits or certificates of deposit (having original maturities of no more than 365 days) of depository institutions or trust companies incorporated under the laws of the United States of America or any state thereof (or domestic branches of any foreign bank) and subject to supervision and examination by federal or state banking or depository institution authorities; provided, however, that at the time such investment, or the commitment to make such investment, is entered into, the short–term debt rating of such depository institution or trust company shall be at least A–1 by S&P and P–1 by Moody’s; and

(g) money market mutual funds possessing the highest available rating from S&P and Moody’s.

“Permitted Amended and Late Securities Filings”: With respect to the Parent only, an amended Form 10K for the year ending December 31, 2005 (if Parent determines that such filing is necessary), an amended Form 10Q for the quarter ending March 31, 2005 and Form 10Q for the quarters ending June 30, 2006 and September 30, 2006.

“Permitted Liens”: Any of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for federal, state, municipal, local or other Governmental Authority taxes if such taxes shall not at the time be due and payable, (b) Liens imposed by Applicable Law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising in the ordinary course of business securing obligations that are not overdue for a period of more than thirty (30) days, and (c) Liens granted pursuant to or by the Repurchase Documents.

“Person”: An individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, sole proprietorship, joint venture, government (or any agency or political subdivision thereof) or any other type or form of entity.

“Plan”: An employee benefit or other plan established or maintained by the Seller, the Limited Guarantor or any ERISA Affiliate or the Seller or the Limited Guarantor and covered by Title IV of ERISA, other than a Multiemployer Plan.

“Plan Party”: Defined in Section 13.22 of this Agreement.

“Pledge and Security Agreement”: The Pledge and Security Agreement, dated as of the date hereof, between the Deal Agent as agent for the Secured Parties and the Pledgor, as amended, modified, waived, supplemented, extended, restated or replaced from time to time.

“Pledged Collateral”: Defined in the Pledge and Security Agreement.

“Pledgor”: MMA Capital Corporation, a Michigan corporation, together with its successors and permitted assigns.

“Pooling and Servicing Agreements”: Any and all pooling and servicing agreements, trust agreements, indentures, administrative or other agreements governing servicing and other matters entered into in connection with a securitization of an interest that is senior to a Mortgage Asset or Purchased Asset, as applicable, as such agreements are amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time.

“Post–Default Rate”: In respect of any day a Transaction is outstanding or any other amount under this Agreement or any other Repurchase Document is not paid when due to the Deal Agent, the Purchaser or any other Affected Party at the stated Repurchase Date or otherwise when due, a rate per annum determined on a 360 day per year basis during the period from and including the due date to but excluding the date on which such amount is paid in full equal to the applicable Pricing Rate plus 250 basis points.

“Price Differential”: For each Accrual Period or portion thereof and each Transaction outstanding, the sum of the products (for each day during such Accrual Period or portion thereof) of:

provided, however, that (i) no provision of this Agreement shall require the payment or permit the collection of any Price Differential in excess of the maximum permitted by Applicable Law and (ii) the Price Differential shall not be considered paid by any distribution if at any time such distribution is rescinded or must otherwise be returned for any reason.

“Pricing Rate”: With respect to any Transaction, as of any date of determination, a rate per annum equal to the sum of (a) the applicable Rate on such date plus (b) the applicable Pricing Spread for such Mortgage Asset or Purchased Asset, as applicable, on such date.

“Pricing Spread”: The credit spreads set forth on Schedule 1 to the Fee Letter (or the related Confirmation to the extent a different Pricing Spread is set forth in the related Confirmation) under the heading “Credit Spread” corresponding to the Classes and, as applicable, Types of Mortgage Assets or Purchased Assets, as applicable, set forth therein; provided, however, with respect to each Transaction comprised of more than one (1) Type or Class of Mortgage Asset or Purchased Asset, as applicable, the Pricing Spread applicable thereto shall be determined by the Deal Agent in its discretion; provided, further, however, from and after an Event of Default, the Pricing Spread for each Transaction shall be increased automatically by an additional 250 basis points (in addition to a change in the Rate as specified in the definition of Rate).

“Prime Rate”: The rate announced by Wachovia from time to time as its prime rate in the United States, such rate to change as and when such designated rate changes. The Prime Rate is not intended to be the lowest rate of interest charged by Wachovia in connection with extensions of credit to debtors.

“Prohibited Person”: Means (i) a Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (ii) a Person owned or controlled by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the provisions of, Executive Order No. 13224, (iii) a Person with whom the Seller, the Limited Guarantor, the Pledgor, the Parent and/or any other Repurchase Party is prohibited from dealing or otherwise engaging in any transaction by any Anti–Terrorism Law, (iv) a Person who commits, threatens or conspires to commit or supports “terrorism” as defined in Executive Order No. 13224, (v) an agency of the government of, an organization directly or indirectly controlled by, or a Person resident in, a country that is subject to a sanctions program identified on the list maintained by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sanctions/index.html, or as otherwise published from time to time, as such program may be applicable to such agency, organization or person, (vi) a Person that is named as a “specially designated national or blocked person” on the most current list maintained or published by OFAC and available at http://www.treas.gov/offices/eotffc/ofac/sdn.index.html or at any replacement website or in any other official publication of such list, and (vii) a Person who is affiliated with a Person described in clauses (i) – (vi) above.

“Property”: Any right or interest in or to property of any kind whatsoever, whether real, personal or mixed, and whether tangible or intangible.

“PSA Servicer”: A third party servicer (other than the Seller, the Limited Guarantor, the Pledgor, the Parent or any other Repurchase Party) servicing all or a portion of one (1) or more Mortgage Assets or Purchased Assets, as applicable, under a Pooling and Servicing Agreement.

“Purchase Agreement”: Any purchase agreement by and between the Seller and any third party, including, without limitation, any Affiliate of the Seller, pursuant to which the Seller has purchased Mortgage Assets which are subsequently sold to the Purchaser or its designee hereunder.

“Purchase Date”: The date on which Eligible Assets are transferred by the Seller to the Purchaser or its designee or, as applicable, the date on which additional advances (if any) are made to the Seller in connection with an existing Purchased Asset in accordance with Subsection 2.2(k) of this Agreement.

“Purchase Price”: On each Purchase Date, the price at which Eligible Assets are transferred by the Seller to the Purchaser or its designee, which amount shall be equal (unless the Seller requests a lesser amount) to the Asset Value for each such Eligible Asset on the Purchase Date (x) decreased by the amount of any cash transferred by the Seller to the Deal Agent as agent for the Secured Parties pursuant to Subsection 2.3(b) or Section 2.7 hereof or applied to reduce the Seller’s obligations in respect of principal under Section 2.8 hereof and (y) as applicable, increased by any increases in the Purchase Price pursuant to Article II; provided, however, at no time shall the Purchase Price for any Eligible Asset or Purchased Asset, as applicable, exceed the outstanding principal balance of the related Eligible Asset or Purchased Asset, as applicable.

“Purchased Asset Data Summary”: A summary of the Purchased Assets substantially in the form of Exhibit IX attached hereto, duly completed by the Seller.

“Purchased Assets”: One (1) or more Eligible Assets that are identified in a Confirmation executed by the Seller and the Deal Agent and sold by the Seller to the Purchaser or its designee pursuant to a Transaction in accordance with this Agreement, including any Additional Purchased Asset.

“Purchased Items”: Defined in Subsection 8.1(a) of this Agreement.

“Purchaser”: Collectively, VFCC, any other Person that becomes a Purchaser under the Repurchase Documents and the successors and assigns of the foregoing.

“Rate”: For any Accrual Period and for each Transaction outstanding and for each day during such Accrual Period:

(a) to the extent the Purchaser has funded the applicable Transaction through the issuance of commercial paper, a rate equal to the applicable CP Rate; or

(b) to the extent the Purchaser did not fund the applicable Transaction through the issuance of commercial paper, a rate equal to the Alternative Rate;

provided, however, the Rate shall be the Base Rate for any Accrual Period and for any Transaction as to which the Purchaser has funded the making or maintenance thereof by a sale of an interest therein to any Liquidity Bank under the Liquidity Agreement on any day other than the first (1st) day of such Accrual Period and without giving such Liquidity Bank(s) at least two (2) Business Days’ prior notice of such assignment.

“Rating Agency”: Each of S&P, Moody’s, Fitch and any other nationally recognized statistical rating agency that has been requested to issue a rating with respect to the commercial paper notes issued by the Issuer in connection with the matter at issue, including successors of the foregoing.

“Rating Confirmation”: With respect to VFCC and any other Purchaser that is a commercial paper conduit, a confirmation by each of the Rating Agencies that a proposed amendment, waiver or other modification shall not result in a downgrade or withdrawal of such Rating Agencies’ then current rating of the Commercial Paper Notes.

“Real Property Assets”: As of any time for any Person, the real property assets (including interests in preferred equity and participating mortgages in which the lender’s interest therein is characterized as equity according to GAAP) owned directly or indirectly by such Person and/or any of its Consolidated Subsidiaries at such time.

“Regulations T, U and X”: Regulations T, U and X of the Board of Governors of the Federal Reserve System (or any successor), as the same may be amended from time to time.

“Release”: Any generation, treatment, use, storage, transportation, manufacture, refinement, handling, production, removal, remediation, disposal, presence or migration of Materials of Environmental Concern on, about, under or within all or any portion of any Property or Underlying Mortgaged Property.

“Remedial Work”: Any investigation, inspection, site monitoring, containment, clean–up, removal, response, corrective action, mitigation, restoration or other remedial work of any kind or nature because of, or in connection with, the current or future presence, suspected presence, Release or threatened Release in or about the air, soil, ground water, surface water or soil vapor at, on, about, under or within all or any portion of any Property or Underlying Mortgaged Property of any Materials of Environmental Concern, including any action to comply with any applicable Environmental Laws or directives of any Governmental Authority with regard to any Environmental Laws.

“REMIC”: A real estate mortgage investment conduit.

“Reportable Event”: Any of the events set forth in Section 4043(c) of ERISA or a successor provision thereof, other than those events as to which the notice requirement has been waived by regulation.

“Repurchase Date”: The earlier of (i) the Facility Maturity Date, (ii) the date that is 364 calendar days from the Purchase Date, or (iii) the Business Day on which the Seller is to repurchase the Purchased Assets from the Purchaser or its designee (a) as specified by the Seller and agreed to by the Deal Agent in the related Confirmation or (b) if a Transaction is terminable by the Seller on demand, the date determined in accordance with Subsection 2.2(i), as each such date may be modified by application of the provisions of Articles II or X.

“Repurchase Documents”: This Agreement, the Custodial Agreement, the Account Control Agreement, the Fee Letter, the Guaranty, the Back-Up Guaranty, the Pledge and Security Agreement, each Letter of Credit, each Credit Support Annex, each Confirmation, each Transaction Request, the Custodial Fee Letter, any UCC Financing Statements (and amendments thereto or continuations thereof) or any other UCC financing statements (and amendments thereto or continuations thereof) filed pursuant to the terms of this Agreement or any other Repurchase Document and any additional document, certificate, agreement or instrument, the execution of which is required, necessary or incidental to or desirable for performing or carrying out the terms of the foregoing documents, as each of the foregoing documents is amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time.

“Repurchase Obligations”: Defined in Subsection 8.1(b) of this Agreement.

“Repurchase Parties”: The Seller, the Limited Guarantor, the Pledgor, the Parent and any Subsidiaries and/or Affiliates of each of the foregoing.

“Repurchase Price”: The price at which Purchased Assets are to be transferred from the Purchaser or its designee to the Seller upon termination of a Transaction, which will be determined in each case (including Transactions terminable upon demand) as the sum of the Purchase Price outstanding, the accrued and unpaid Price Differential applicable to each such Transaction as of the date of such determination plus any related Breakage Costs and other Aggregate Unpaids related and owed with respect thereto.

“Required Cash Collateral”: During the six (6) month period from the Closing Date until May 12, 2007, as the aggregate Purchase Price for all outstanding Transactions exceeds the $200,000,000, the $225,000,000, the $250,000,000 and the $275,000,000 thresholds set forth in clauses (i) through (iv) below (each a “Threshold Amount” and, collectively, the “Threshold Amounts”), the Limited Guarantor shall deposit cash into the Collection Account as additional collateral security for the Obligations in the following amounts (all such amounts shall be cumulative): (i) on the Business Day on which the aggregate Purchase Price for all outstanding Transactions exceeds $200,000,000, the Limited Guarantor shall deposit into the Collection Account cash in an amount equal to $7,500,000, (ii) on the Business Day on which the aggregate Purchase Price for all outstanding Transactions exceeds $225,000,000, the Limited Guarantor shall deposit into the Collection Account cash in an amount equal to $2,500,000 (which amount shall be in addition to the amount required in clause (i) above), (iii) on the Business Day on which the aggregate Purchase Price for all outstanding Transactions exceeds $250,000,000, the Limited Guarantor shall deposit into the Collection Account cash in an amount equal to $2,500,000 (which amount shall be in addition to the amounts required by clauses (i) and (ii) above), and (iv) on the Business Day on which the Purchase Price for all outstanding Transactions exceeds $275,000,000, the Limited Guarantor shall deposit into the Collection Account cash in an amount equal to $2,500,000 (which amount shall be in addition to the amounts required in clauses (i), (ii) and (iii) above); provided, however, provided that no Event of Default has occurred and is continuing and provided the Deal Agent has not applied the Required Cash Collateral to the Obligations after an Event of Default, as the aggregate Purchase Price for all outstanding Transactions is reduced below a Threshold Amount, the Deal Agent shall return to the Limited Guarantor within two (2) Business Days the corresponding amount of Required Cash Collateral that was deposited when such Threshold Amount was exceeded.

“Responsible Officer”: With respect to any Person, any duly authorized senior vice president (or the equivalent) of such Person with direct responsibility for the administration of the Repurchase Documents and also, with respect to a particular matter, any other duly authorized senior vice president (or the equivalent) to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Retained Interest”: (a) With respect to any Mortgage Asset or Purchased Asset, as applicable, with an unfunded commitment on the part of the Seller, all of the obligations, if any, to provide additional funding, contributions, payments or credits with respect to such Mortgage Asset or Purchased Asset, as applicable, (b) all duties, obligations and liabilities of the Seller under any Mortgage Asset or Purchased Asset, as applicable, or any related Interest Rate Protection Agreement, including but not limited to any payment or indemnity obligations, and, (c) with respect to any Mortgage Asset or Purchased Asset, as applicable, that is transferred or to be transferred by the Seller to the Purchaser or its designee, (i) all of the obligations, if any, of the agent(s), trustee(s), servicer(s), administrators or other similar Persons under the documentation evidencing such Mortgage Asset or Purchased Asset, as applicable, and (ii) the applicable portion of the interests, rights and obligations under the documentation evidencing such Mortgage Asset or Purchased Asset, as applicable, that relate to such portion(s) of the Indebtedness that is owned by another lender or is being retained by the Seller pursuant to clause (a) of this definition.

“S&P”: Standard & Poor’s, a division of The McGraw Hill Companies, Inc., and any successor thereto.

“Sales”: Defined in Subsection 5.1(i)(ix) of this Agreement.

“SEC”: Defined in Subsection 13.19(a) of this Agreement.

“Secured Parties”: (i) VFCC, (ii) all other Purchasers, (iii) the Deal Agent, (iv) the Liquidity Banks, (v) the Liquidity Agent and (vi) successors and assigns of any of the foregoing.

“Security Agreement”: With respect to any Mortgage Asset or Purchased Asset, as applicable, any contract, instrument or other document or agreement related to security for repayment thereof (other than the related Mortgage, Mortgage Note, Mezzanine Note or any other note or certificate) executed by the Borrower and/or others in connection with such Mortgage Asset or Purchased Asset, as applicable, including, without limitation, any security agreement, pledge agreement, UCC financing statement, Liens, warranties, guaranty, title insurance policy, hazard insurance policy, chattel mortgage, letter of credit, accounts, bank accounts or certificates of deposit or other pledged accounts, and any other documents and records relating to any of the foregoing.

“Seller”: Individually and collectively, as the context requires, MMA Realty Capital Repurchase Subsidiary, LLC, a Maryland limited liability company, and any other Person that becomes a Seller under the Repurchase Documents (together with each of their successors and permitted assigns). Each Seller is and shall be jointly and severally liable for all Obligations.

“Seller Asset Schedule”: Defined in the Custodial Agreement.

“Seller–Related Obligations”: Any obligations, liabilities and/or indebtedness of the Seller, the Limited Guarantor, the Pledgor, the Parent and/or any Affiliate or Subsidiary that is directly or indirectly wholly-owned by the Seller, the Limited Guarantor, the Pledgor and/or the Parent under any other arrangement between or among Seller, the Limited Guarantor, the Pledgor, the Parent and/or any Affiliate or Subsidiary that is directly or indirectly wholly-owned by the Seller, the Limited Guarantor, the Pledgor and/or the Parent, on the one hand, and the Deal Agent, the Purchaser, any Affiliate or any Subsidiary of the Deal Agent, the Purchaser and/or any commercial paper conduit for which Wachovia or an Affiliate or Subsidiary of Wachovia acts as a liquidity provider, administrator or agent, on the other hand.

“Seller’s Release Letter”: A letter, substantially in the form of Exhibit XII–A hereto, delivered by the Seller when no Warehouse Lender has an interest in an Eligible Asset, releasing, subject to the terms of this Agreement, all of the Seller’s right, title and interest in such Eligible Asset upon receipt of the related Purchase Price by the Seller.

“Servicer”: A Person (other than the Seller) servicing all or a portion of the Mortgage Assets or the Purchased Assets, as applicable, under a Servicing Agreement, which Servicer shall be acceptable to the Deal Agent in its discretion.

“Servicer Account”: Any account established by a Servicer or a PSA Servicer in connection with the servicing of the Mortgage Assets or the Purchased Assets, as applicable.

“Servicer Default”: Defined in Section 6.12 of this Agreement.

“Servicer Redirection Notice”: A notice in the form of Exhibit VII executed by the applicable Servicer, PSA Servicer or other applicable Person.

“Servicing Agreement”: An agreement entered into by the Seller and a third party for the servicing of the Mortgage Assets or the Purchased Assets, as applicable, the form and substance of which has been approved in writing by the Deal Agent in its discretion.

“Servicing File”: With respect to each Purchased Asset, the file retained by the Seller consisting of the originals of all documents and agreements that relate to the Purchased Items that are not required to be delivered to the Custodian under the Custodial Agreement and copies of all documents in the Mortgage Asset File set forth in Section 3.1 of the Custodial Agreement, which Servicing File shall be held by the Seller and/or the Servicer for and on behalf of the Deal Agent as agent for the Secured Parties.

“Servicing Records”: Defined in Section 6.2 of this Agreement.

“SIPA”: Defined in Subsection 13.19(a) of this Agreement.

“Solvent”: As to any Person at any time, having a state of affairs such that all of the following conditions are met: (a) the fair value of the assets and Property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (b) the present fair salable value of the assets and Property of such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured; (c) such Person is able to realize upon its assets and Property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which such Person’s assets and Property would constitute unreasonably small capital.

“Sub–Limit”: With respect to the characteristics of the Mortgage Assets or Purchased Assets, as applicable:

(a) the aggregate Purchase Price for all outstanding Transactions involving Mezzanine Loans shall not exceed 50% of the Maximum Amount;

(b) the aggregate Purchase Price for all outstanding Transactions involving Ground Leases shall not exceed 25% of the Maximum Amount;

(c) the aggregate Purchase Price for all outstanding Transactions involving hotels shall not exceed 20% of the Maximum Amount; and

(d) the aggregate Purchase Price for all outstanding Transactions involving Junior Interests shall not exceed 60% of the Maximum Amount.

“Subsidiary”: With respect to any Person, any corporation, partnership, limited liability company or other entity of which at least a majority of the securities or other ownership interests having by the terms thereof ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions of such corporation, partnership, limited liability company or other entity (irrespective of whether or not at the time securities or other ownership interests of any other class or classes of such corporation, partnership or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person.

“Table Funded Purchased Asset”: An Eligible Asset which is sold to the Purchaser or its designee simultaneously with the origination or acquisition thereof, which origination or acquisition, pursuant to the Seller’s request, is financed with the Purchase Price and paid directly to a title company, settlement agent or other Person, in each case, approved by the Deal Agent in its reasonable discretion, in trust for the current holder of the Mortgage Asset for disbursement to the parties entitled thereto in connection with such origination or acquisition. A Purchased Asset shall cease to be a Table Funded Purchased Asset after the Custodian has delivered a Trust Receipt (along with a completed Mortgage Asset File Checklist attached thereto) to the Deal Agent certifying its receipt of the Mortgage Asset File therefor.

“Table Funded Trust Receipt”: Defined in the Custodial Agreement.

“Taxes”: All present and future taxes (including, without limitation, all ad valorem , sales (including those imposed on lease rentals), income, use, single business, gross receipts, value added, intangible transaction privilege, privilege or license or similar taxes), assessments (including, without limitation, all assessments for public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not commenced or completed within the term of this Agreement), ground rents, water, sewer or other rents and charges, excises, levies, imposts, duties, fees (including, without limitation, license, permit, inspection, authorization and similar fees), and all other charges of any Governmental Authority, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of any Person, any Property, any asset, any Contractual Obligation, any Indebtedness, any rent or any other activity, conduct, action or thing whatsoever (including all interest and penalties on any of the foregoing and additions thereto).

“Test Period”: The most recent calendar quarter.

“Threshold Amounts”: As defined in definition of “Required Cash Collateral.”

“Title Exception”: Defined in Schedule 1, Part I of this Agreement.

“Toxic Mold”: Any mold or fungus at any Property which is a type that (i) might pose a significant risk to human health or the environment or (ii) that would negatively impact any Property.

“Transaction”: Defined in Section 2.1 of this Agreement.

“Transaction Request”: A request in the form of Exhibit I to this Agreement duly completed and executed by the Seller.

“Transfer Documents” The documents executed by the Seller with respect to a Purchased Asset which transfer title to such Purchased Asset to the Purchaser or its designee, including, without limitation, an Assignment, any Assignment of Mortgage, UCC–3 assignments and allonges or endorsements of notes or certificates.

“Transferee”: Defined in Section 13.16 of this Agreement.

“Transferor”: The seller of mortgage assets under a Purchase Agreement.

“True Sale Opinion”: An Opinion of Counsel to the Seller opining that the subject transaction constitutes a “true sale”.

“Trust Receipt”: Defined in the Custodial Agreement.

“Type”: With respect to a Mortgage Asset or Purchased Asset, as applicable, the related Underlying Mortgaged Property’s classification as one of the following: multifamily, retail, office, industrial, hotel, mobile home park or self–storage facility. Mortgage Assets with respect to which the related Underlying Mortgaged Property is classified as a condominium or any other type of classification will be considered on a case by case basis in the Deal Agent’s discretion, with the applicable economic terms thereof (i.e., Advance Rate, Pricing Spread, Maximum LTV, Minimum DSCR, Credit Support and other terms) to be set forth in a Confirmation to the extent the Deal Agent approves of the purchase of any such Mortgage Asset.

“UCC Financing Statement”: Individually and collectively, as the context requires, (i) a financing statement on Form UCC–1 or the proper national UCC form naming the Deal Agent as agent for the Secured Parties as the “Secured Party” and the Seller and the Limited Guarantor as the “Debtors” and describing the Purchased Items and other collateral and (ii) a financing statement on Form UCC–1 or the proper national UCC form naming the Deal Agent as agent for the Secured Parties as the “Secured Party” and the Pledgor or other debtor, as applicable, as the “Debtor” and describing the Pledged Collateral and/or other collateral, as applicable.

“UCC–9 Policy”: Defined in Part II of Schedule 1 of this Agreement.

“Underlying Mortgaged Property”: (a) In the case of a Whole Loan or Bridge Loan, the Mortgaged Property securing the Whole Loan, (b) in the case of a Junior Interest, the Mortgaged Property securing such Junior Interest (if the Junior Interest is of the type described in clause (b) of the definition thereof), or the Mortgaged Property securing the mortgage loan in which such Junior Interest represents a junior participation (if the Junior Interest is of the type described in clause (a) of the definition thereof) and (c) in the case of a Mezzanine Loan or a Junior Interest in a Mezzanine Loan, the Mortgaged Property that secures the senior mortgage loan.

“Underwriting Package”: With respect to any Mortgage Asset, the Underwriting Package shall include, to the extent applicable, (i) a copy of the Current Appraisal or, if unavailable, any other recent appraisal, (ii) the current rent roll, (iii) a minimum of two (2) years of property level financial statements to the extent available, (iv) the current financial statements of the Borrowers under the Mortgage Asset, and, if such Mortgage Asset is not a Whole Loan, the Borrower under the Commercial Real Estate Loan to the extent provided to or reasonably available to the Seller upon request, (v) the loan documents and title commitment/policy to be included in the Mortgage Asset File, together with copies of any appraisals, environmental reports, studies or assessments (to include, at a minimum, a phase I report), evidence of zoning compliance, property management agreements, assignments of property management agreements, contracts, licenses and permits, in each case to the extent in the Seller’s possession or reasonably available to the Seller, (vi) any financial analysis, site inspection, market studies, environmental reports and any other diligence conducted by or provided to the Seller, (vii) any internal document prepared by the Seller for its evaluation of the Mortgage Asset, and (viii) such further documents or information as the Deal Agent may request in its discretion.

“Uniform Commercial Code” or “UCC”: The Uniform Commercial Code as in effect on the date hereof in the State of New York; provided, that, if, by reason of mandatory provisions of Applicable Law, the perfection or priority of the security interest in any Purchased Items, the Pledged Collateral or other collateral for the Facility, as applicable, is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or priority.

“United States”: The United States of America.

“Unused Fee”: The “Unused Fee” as defined in and payable under the Fee Letter.

“USA Patriot Act”: The “United and Strengthening America by providing Tools Required to Intercept and Obstruct Terrorism Act of 2001” (Public Law 107–56), as amended from time to time.

“VFCC”: Defined in the Preamble of this Agreement.

“Voting Interests”: With respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right to vote has been suspended by the happening of such a contingency.

“Wachovia”: Wachovia Bank, National Association.

“Wachovia Assets”: Any Mortgage Asset or Purchased Asset, as applicable, issued, originated or extended by Wachovia, Wachovia Corporation or an Affiliate of Wachovia or Wachovia Corporation.

“Warehouse Lender”: Any lender (a) providing financing to the Seller for the purpose of warehousing, originating or purchasing Eligible Assets, or (b) providing financing to a party from whom the Seller is purchasing the Eligible Assets simultaneously with the purchase by the Purchaser or its designee.

“Warehouse Lender’s Release Letter”: A letter, substantially in the form of Exhibit XII–B hereto (or such other form acceptable to the Deal Agent in its discretion), from a Warehouse Lender to the Deal Agent, unconditionally releasing all of Warehouse Lender’s right, title and interest in certain Eligible Assets identified therein upon receipt of payment therefor by the Warehouse Lender.

“WCM”: Defined in the Preamble of this Agreement.

“Whole Loan”: A performing Commercial Real Estate whole loan secured by a first priority security interest in stabilized and non–transitional (in each case, as determined by the Deal Agent in its discretion) Underlying Mortgaged Property and owed entirely by the Seller, which Whole Loan includes, without limitation, (i) a Mortgage Note and related Mortgage and (ii) all right, title and interest of the Seller in and to the Underlying Mortgaged Property covered by such Mortgage.

Section 1.2 Other Terms.

All accounting terms used but not specifically defined herein shall be construed in accordance with GAAP. All terms used in Articles 8 and 9 of the UCC in the State of New York, and used but not specifically defined herein, are used herein as defined in such Articles 8 and 9.

Section 1.3 Computation of Time Periods.

Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

(ii) reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Repurchase Documents;

(viii) unless the context clearly requires or the language provides otherwise, reference to a section, subsection, paragraph, subparagraph, clause, exhibit, schedule, annex, appendix, attachment, rider or other attachment means a section, subsection, paragraph, subparagraph, clause, exhibit, schedule, annex, appendix, attachment, rider or other attachment of or to this Agreement;

(ix) to the extent this Agreement uses or requires different limitations, tests or measurements to regulate the same or similar matters, all such limitations, tests and measurements are cumulative and shall each be performed in accordance with their terms;

(x) unless the context clearly requires or the language provides otherwise, the words “herein,” “hereof,” “hereunder” or similar words refer to this Agreement as a whole and not to any particular provision of this Agreement;

(xi) reference to any agreement (including any Repurchase Document), document or instrument means such agreement, document or instrument as amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time in accordance with the terms thereof and, if applicable, the terms of the other Repurchase Documents, and reference to any promissory note, certificate, instrument or trust receipt includes any promissory note, certificate, instrument or trust receipt that is an extension or renewal thereof or a substitute or replacement therefor;

(xii) reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any Section or other provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such Section or other provision;

(xiii) unless otherwise expressly provided in this Agreement, reference to any notice, request, approval, consent or determination provided for, permitted or required under the terms of the Repurchase Documents with respect to the Seller, the Limited Guarantor, the Pledgor, the Parent, the Deal Agent, the Purchaser or any other Affected Party means, in order for such notice, request, approval, consent or determination to be effective hereunder, such notice, request, approval or consent must be in writing; and

(xiv) reference herein or in any Repurchase Document to the Deal Agent’s, the Purchaser’s or any other Affected Party’s discretion shall mean, unless otherwise stated herein or therein, the Deal Agent’s, the Purchaser’s or the other Affected Party’s sole and absolute discretion, and the exercise of such discretion shall be final and conclusive. In addition, whenever the Deal Agent, the Purchaser or any Affected Party has a decision or right of determination or request, exercises any right given to it to agree, disagree, accept, consent, grant waivers, take action or no action or to approve or disapprove, or any arrangement or term is to be satisfactory or acceptable to or approved by (or any similar language or terms) the Deal Agent, the Purchaser or any other Affected Party, the decision of the Deal Agent, the Purchaser and any other Affected Party with respect thereto shall be in the sole and absolute discretion of the Deal Agent, the Purchaser and any other Affected Party, and such decision shall be final and conclusive, except as may be otherwise specifically provided herein.

ARTICLE II

PURCHASE OF ELIGIBLE ASSETS

Section 2.1 Purchase and Sale.

Subject to the terms and conditions hereof, from time to time during the Facility Period (but at no time thereafter) and at the written request of the Seller, the parties hereto may enter into transactions in which the Seller transfers Eligible Assets to the Purchaser or its designee in a sales transaction against the transfer of funds by the Purchaser representing the Purchase Price for such Purchased Assets, with a simultaneous agreement by the Purchaser or its designee to transfer to the Seller and the Seller to repurchase such Purchased Assets in a repurchase transaction at a date certain not later than the Facility Maturity Date, against the transfer of funds by the Seller representing the Repurchase Price for such Purchased Assets. Each such transaction including additional advances of Purchase Price with respect to existing Purchased Assets shall be referred to herein as a “Transaction” and shall be governed by this Agreement, unless otherwise agreed in writing; provided, however, Transactions under Subsection 2.2(k) shall be considered a modification to and part of the same outstanding Transaction to which such request under Subsection 2.2(k) relates, except: (i) for the purposes of funding a request under Subsection 2.2(k) and determining whether the requirements for such a request have been satisfied, such a request shall be treated as a separate Transaction, (ii) the Deal Agent may treat a Transaction under Subsection 2.2(k) as a separate Transaction for any purpose as it may determine in its discretion, including, without limitation, for the purposes of determining or calculating Price Differential, fees and interest due, and (iii) where this Agreement expressly provides otherwise.

Section 2.2 Transaction Mechanics; Related Matters.

(a) From time to time during the Facility Period but no more frequently than once per week, the Purchaser may in the Deal Agent’s discretion purchase from the Seller the Seller’s rights and interests (but none of its obligations) under certain Eligible Assets; provided, however, (i) at no time shall the aggregate Purchase Price for all outstanding Transactions and any proposed Transactions exceed the Availability or the Maximum Amount, (ii) at no time shall the Purchaser or its designee enter into Transactions after the Facility Period, (iii) in no event shall a Transaction be entered into when any Margin Deficit exists, any Default or Event of Default has occurred and is continuing or when the Repurchase Date for such Transaction would be later than the Facility Maturity Date or 364 calendar days from the related Purchase Date and (iv) at no time shall the Purchaser or its designee enter into a Transaction where the Purchase Price of a Mortgage Asset would exceed the unpaid principal balance of the related Mortgage Asset. The Seller shall request a Transaction by delivering to the Deal Agent (with a copy to the Custodian), via Electronic Transmission (to the extent available in such form and otherwise by overnight delivery), an executed Transaction Request, a Seller Asset Schedule, a draft Confirmation and an Underwriting Package. Each Transaction Request shall be irrevocable. The Transaction Request shall set forth, among other things, (i) the proposed Purchase Date, that, except with respect to the initial Transaction, shall be at least, (A) in the case of Non–Wachovia Assets, twelve (12) Business Days (in the case of each individual Eligible Asset identified in a Transaction Request plus twelve (12) additional Business Days for each additional Eligible Asset in excess thereof identified in a Transaction Request), and, (B) in the case of Wachovia Assets, seven (7) Business Days (in the case of each individual Eligible Asset identified in a Transaction Request plus seven (7) additional Business Days for each additional Eligible Asset in excess thereof identified in a Transaction Request) after the delivery of the Transaction Request, the Seller Asset Schedule, the draft Confirmation, the complete Underwriting Package and any supplemental requests by the Deal Agent (requested orally or in writing) relating to the proposed Eligible Assets, (ii) the proposed Purchase Price, which shall be in a minimum amount of $5,000,000 for the initial advance of the Purchase Price and $500,000 for all subsequent advances of the Purchase Price, (iii) the proposed Repurchase Date, (iv) the applicable Class and Type for each Mortgage Asset for which the Seller is requesting the Transaction, and (v) such additional information, terms and provisions set forth in the form of Transaction Request or requested by the Deal Agent in its discretion. The Deal Agent shall have, (1) in the case of Non–Wachovia Assets, ten (10) Business Days (in the case of each individual Eligible Asset identified in a Transaction Request plus ten (10) additional Business Days for each additional Eligible Asset in excess thereof identified in a Transaction Request), and, (2) in the case of Wachovia Assets, five (5) Business Days (in the case of each individual Eligible Asset identified in a Transaction Request plus five (5) additional Business Days for each additional Eligible Asset in excess thereof identified in a Transaction Request) from the receipt thereof to review the Transaction Request, the Seller Asset Schedule, the draft Confirmation, the Underwriting Package and any supplemental requests (requested orally or in writing) relating to the proposed Eligible Assets.

(b) The Deal Agent shall notify the Seller in writing of the Deal Agent’s tentative approval (and the proposed Purchase Price for each Eligible Asset) or final disapproval of each proposed Eligible Asset within, (i) in the case of Non–Wachovia Assets, ten (10) Business Days (in the case of each individual Eligible Asset identified in a Transaction Request plus ten (10) additional Business Days for each additional Eligible Asset in excess thereof identified in a Transaction Request) and, (ii) in the case of Wachovia Assets, five (5) Business Days (in the case of each individual Eligible Asset identified in a Transaction Request plus five (5) additional Business Days for each additional Eligible Asset in excess thereof identified in a Transaction Request) after its receipt of the Transaction Request, the Seller Asset Schedule, the draft Confirmation, the complete Underwriting Package and any supplemental requests (requested orally or in writing) relating to such proposed Eligible Asset. Unless the Deal Agent notifies the Seller in writing of the Deal Agent’s approval of such proposed Eligible Asset within the applicable period, the Deal Agent shall be deemed not to have approved the purchase of such proposed Eligible Asset.

(c) Provided that the Deal Agent on behalf of the Purchaser has tentatively agreed to purchase the Eligible Assets described in the Transaction Request and the proposed Purchase Price is acceptable to the Seller, the Seller shall forward to the Deal Agent, via Electronic Transmission, at least two (2) Business Days prior to the requested Purchase Date (which must be received by the Deal Agent no later than 3:00 p.m. two (2) Business Days prior to the requested Purchase Date) a completed and executed Confirmation with respect to each Transaction, which Confirmation executed by the Seller shall be irrevocable by the Seller. The Confirmation shall specify any additional terms or conditions of the Transaction. The delivery of the Confirmation to the Deal Agent shall be deemed to be a certification by the Seller that, among other things, all conditions precedent to such Transaction set forth in this Agreement have been satisfied (except the Deal Agent’s consent). Unless otherwise agreed in writing, upon receipt of the Confirmation, the Purchaser or its designee may, in the Deal Agent’s discretion, agree to enter into the requested Transaction with respect to an Eligible Asset, with such additional terms, conditions and requirements contained in the Confirmation as the Deal Agent may require in its discretion (if additional terms, conditions or requirements are required by the Deal Agent, the Seller shall include such terms, conditions and/or requirements in the Confirmation to the extent it approves of same and provide a re–executed Confirmation to the Deal Agent), and the Deal Agent’s agreement on behalf of the Purchaser to purchase the Eligible Asset on the terms, conditions and requirements as the Deal Agent may require in its discretion shall be evidenced by the Deal Agent’s execution of the Confirmation. Any Confirmation executed by the Deal Agent shall be deemed to have been received by the Seller on the date actually received by the Seller.

(d) Upon receipt of a copy of the Confirmation executed by the Deal Agent, (i) the Seller shall release or cause to be released to the Custodian in accordance with the Custodial Agreement, (1) in the case of a single Non–Table Funded Purchased Asset, no later than 1:00 p.m. one (1) Business Day (for more than one (1) Non–Table Funded Purchased Asset, two (2) Business Days) prior to the requested Purchase Date, and (2) in the case of a Table Funded Purchased Asset, no later than 1:00 p.m. three (3) Business Days following the applicable Purchase Date, the Mortgage Asset File pertaining to each Eligible Asset to be purchased by the Purchaser or its designee, and (ii) the Seller shall deliver to the Custodian, in connection with the applicable delivery under clause (i) above, a Custodial Identification Certificate and a completed Mortgage Asset File Checklist required under Section 3.2 of the Custodial Agreement.

(e) Each Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between the Deal Agent and the Seller with respect to the Transaction to which the Confirmation relates, and the Seller’s acceptance of the related proceeds shall, to the extent the Confirmation is not for any reason executed by the Seller, constitute the Seller’s agreement to the terms of such Confirmation. It is the intention of the parties that each Confirmation shall not be separate from this Agreement but shall be made a part of this Agreement. In the event that any terms or conditions of any Confirmation are inconsistent, or in direct conflict, with this Agreement, the terms of such Confirmation shall prevail; provided, however, such Confirmation and this Agreement shall be construed to be cumulative to the extent possible.

(f) Subject to the terms and conditions of this Agreement, during the term of this Agreement, the Seller may sell to the Purchaser or its designee, repurchase from the Purchaser or its designee and resell to the Purchaser or its designee Eligible Assets hereunder; provided, however, the Seller may not substitute any Eligible Asset for any Purchased Asset.

(g) Pursuant to the Custodial Agreement, the Custodian shall deliver to the Deal Agent and the Seller by 1:00 p.m. on the Purchase Date for each Non–Table Funded Purchased Asset a Trust Receipt (along with a completed Mortgage Asset File Checklist attached thereto) and an Asset Schedule and Exception Report with respect to the Basic Mortgage Asset Documents for the Eligible Assets that the Seller has requested the Purchaser purchase on such Purchase Date. With respect to each Table Funded Purchased Asset, the Seller shall cause the Bailee to deliver to the Custodian, with a copy to the Deal Agent, no later than 1:00 p.m. on the Purchase Date, by Electronic Transmission, copies of the related Basic Mortgage Asset Documents, a fully executed Bailee Agreement, a Bailee’s Trust Receipt issued by the Bailee thereunder and such other evidence satisfactory to the Deal Agent in its discretion that all documents necessary to effect a transfer of the Eligible Assets to the Purchaser or its designee have been delivered to Bailee. With respect to each Table Funded Purchased Asset, the Custodian shall deliver to the Deal Agent with a copy to the Seller a Table Funded Trust Receipt no later than 3:00 p.m. on the Purchase Date, which receipt and all other documents delivered to the Bailee shall be acceptable to the Deal Agent in its discretion. In the case of a Table Funded Purchased Asset, no later than 3:00 p.m. on the second (2nd) Business Day following the Custodian’s receipt of the related Mortgage Loan Documents comprising the Mortgage Asset File, the Custodian shall deliver to the Deal Agent a Trust Receipt (along with a completed Mortgage Asset File Checklist attached thereto) certifying its receipt of the documents required to be delivered pursuant to the Custodial Agreement, together with an Asset Schedule and Exception Report relating to the Basic Mortgage Asset Documents, with any Exceptions identified by the Custodian as of the date and time of delivery of such Asset Schedule and Exception Report. For Table Funded Purchased Assets and Non-Table Funded Purchased Assets, the Custodian shall deliver to the Deal Agent an Asset Schedule and Exception Report relating to all of the Mortgage Loan Documents within its possession within five (5) Business Days of the Purchase Date (in the case of Non–Table Funded Purchased Assets) or its receipt (in the case of Table Funded Purchased Assets) of the Mortgage Asset File for the related Purchased Asset.

(h) On the Purchase Date for each Eligible Asset to be purchased on such date, and provided the requirements set forth in this Agreement and the other Repurchase Documents are satisfied, including, without limitation, the delivery to the Deal Agent of a Trust Receipt or Table Funded Trust Receipt, as applicable, pursuant to Subsection 2.2(g) of this Agreement, ownership of the Purchased Assets shall be transferred to the Purchaser or its designee (subject to the terms of this Agreement) against the simultaneous transfer of the lesser of (A) Purchase Price (or such lesser amount requested by the Seller) and (B) the Availability to the Seller not later than 5:00 p.m. on such date. The Seller hereby sells, transfers, conveys and assigns to the Purchaser or its designee all the right, title and interest (but none of the obligations) of the Seller in and to the Purchased Assets and the other Purchased Items together with all right, title and interest in and to the proceeds of any related Purchased Items (subject to the terms of this Agreement).

(i) In the case of individual Transactions terminable upon demand (if any), such demand shall be made by the Deal Agent or the 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. The Seller shall repurchase the Purchased Assets by no later than 1:00 p.m. on the Repurchase Date. On a Repurchase Date, termination of a Transaction will be effected by transfer to the Seller or its designee of the Purchased Assets after the Deal Agent as agent for the Secured Parties receives the Repurchase Price for the Purchased Asset. In connection with the termination of a Transaction, any Income in respect of any Purchased Assets received by the Deal Agent as agent for the Secured Parties and not previously credited or transferred to, or applied to the obligations of, the Seller pursuant to Section 2.8 shall be netted against the Repurchase Price by the Deal Agent as agent for the Secured Parties. To the extent a net amount is owed to one party, the other party shall pay such amount to such party.

(j) Notwithstanding anything contained in this Agreement to the contrary, in the event the Purchaser or its designee acquires (whether simultaneously or on separate occasions) from the Seller the senior and junior positions with respect to certain Commercial Real Estate and the Purchased Asset(s) that are senior in priority have been repurchased by the Seller or repaid or prepaid by the related Borrower, (i) the Asset Value of the junior–most Purchased Asset(s) shall be reduced to zero (0) and (ii) the Deal Agent as agent for the Secured Parties shall not release or reassign the Purchased Asset(s) (including any Income related thereto) that are senior in priority to the junior–most Purchased Asset(s) that the Purchaser or it’s designee continues to own (regardless of whether the outstanding Purchase Price and related amounts due have been paid in full in connection with the senior Purchased Asset) until the junior–most Purchased Asset(s) is repurchased and the outstanding Purchase Price, any accrued and unpaid Price Differential, any related Breakage Costs and any related Aggregate Unpaids are paid in full; provided, however, if (A) the senior Purchased Asset(s) is repaid or prepaid by the related Borrower, (B) the Deal Agent has reevaluated the remaining junior–most Purchased Asset(s), including, without limitation, a reassessment and possible redetermination of the Asset Value of such Purchased Asset, and, based on the reevaluation, the Deal Agent is satisfied in its discretion with continuing to hold the junior–most Purchased Asset(s) as is or upon certain specified conditions, including, without limitation, assigning a new Asset Value to such asset, which approval shall be in writing to be effective, and (c) there are no Events of Default, Defaults or Margin Deficits outstanding (each to be evidenced by a Compliance Certificate), then the Deal Agent may consent in writing to and effect the release of the senior Purchased Asset(s).

(k) To the extent the Seller requests less than the Purchase Price that it would otherwise be entitled to receive under the terms of this Agreement in connection with the purchase of any Eligible Asset and such amount exceeds $500,000, and provided (A) no Default or Event of Default exists, (B) the Purchased Asset continues to be a Purchased Asset, (C) such Purchased Asset is not a Defaulted Mortgage Asset or Delinquent Mortgage Asset, (D) no Margin Deficit is outstanding or will occur as a result of an additional advance of the Purchase Price and (E) each of the applicable representations and warranties set forth in Section 4.1 of this Agreement (to the extent related to the Purchased Asset or the Deal Agent’s, the Purchaser’s or the Secured Parties’ rights or remedies with respect thereto), Schedule 1 to this Agreement, the Mortgage Loan Documents or in any statement, certification or affirmation made or any information, document, agreement, report or notice provided by the Seller, the Limited Guarantor, the Parent, the Pledgor or any other Repurchase Party to the Deal Agent with respect to such Purchased Asset, is true and correct in all material respects, the Seller may, by giving at least two (2) Business Days prior written notice (which notice must be received by the Deal Agent no later than 3:00 p.m. two (2) Business Days prior to the date of the requested Transaction) request an additional advance of the Purchase Price against such Purchased Asset in an amount not to exceed the positive difference (if any) between the current Purchase Price (calculated as if such Purchased Asset were purchased on such day) and the Purchase Price originally advanced by the Purchaser with respect thereto minus any amounts necessary to avoid a Margin Deficit; provided, however, in no event shall the aggregate amounts advanced against such Purchased Asset exceed the maximum Purchase Price that the Purchaser was or would have been prepared to advance on the date the Purchased Asset was acquired by the Purchaser or its designee under this Agreement.

(l) With respect to any Mortgage Asset or collateral for a Mortgage Asset that is an uncertificated security (as defined in the UCC), securities entitlement (as defined in the UCC) or is held in a securities account (as defined in the UCC), the Seller shall provide to the Deal Agent as agent for the Secured Parties a control agreement, which shall be acceptable to the Deal Agent in its discretion and shall be delivered to the Custodian under the Custodial Agreement, executed by the issuer of the Mortgage Asset or the collateral for the Mortgage Asset or the related securities intermediary (as defined in the UCC), as applicable, granting control (as defined in the UCC) of such Mortgage Asset or collateral for such Mortgage Asset to the Deal Agent as agent for the Secured Parties and providing that, after an Event of Default, the Deal Agent shall be entitled to notify the issuer or securities intermediary, as applicable, that such issuer or securities intermediary shall comply exclusively with the instructions or entitlement orders (as defined in the UCC), as applicable, of the Deal Agent as agent for the Secured Parties without the consent of the Seller or any other Person and no longer follow the instructions or entitlement orders, as applicable, of the Seller or any other Person (other than the Deal Agent).

(m) Notwithstanding any other provision hereunder, the fact that the Deal Agent has conducted or has failed to conduct any partial or complete examination or any other due diligence review of any Mortgage Asset or Purchased Asset shall in no way affect any rights the Deal Agent or any Secured Party (or any successors of the foregoing) may have hereunder, under the Repurchase Documents or otherwise with respect to any representations or warranties or other rights or remedies hereunder or otherwise, including, without limitation, the right to determine at any time that such Mortgage Asset or Purchased Asset is not an Eligible Asset.

(n) For the avoidance of doubt, the parties hereby acknowledge and agree that any decision by the Deal Agent, the Purchaser, any Secured Party or any Affiliate thereof to enter into any Interest Rate Protection Agreement, or any other agreement with respect to any Mortgage Asset, other than a Confirmation hereunder, shall not reflect, and shall not be deemed to reflect, the Deal Agent’s, the Purchaser’s or any Secured Party’s approval of any Mortgage Asset or its determination to enter into any Transaction hereunder.

(o) During the six (6) month period from the Closing Date to May 12, 2007, as the Purchase Price for all outstanding Transactions exceeds each of the Threshold Amounts set forth in clauses (i) through (iv) of the definition of Required Cash Collateral, the Limited Guarantor shall timely deposit by 1:00 p.m. on such day the Required Cash Collateral Amount into the Collection Account in immediately available funds and without reduction for or on account of any set–off, counterclaim, defense or any other reason whatsoever. In accordance with Section 8.1 of this Agreement, the Limited Guarantor grants a security interest to the Deal Agent as agent for the Secured Parties in the Collection Account and the Required Cash Collateral deposited therein as security for the Obligations. Upon the occurrence of an Event of Default, the Deal Agent shall be entitled to apply all amounts on deposit in the Collection Account, including, without limitation, the Required Cash Collateral, to the Obligations in such manner as the Deal Agent determines in its discretion and the Deal Agent shall not be required to pursue any claims against any Repurchase Party (including under the Limited Guaranty and/or the Back–Up Guaranty) or resort to or realize on the Purchased Items, the Pledged Collateral or any other collateral for the Facility prior to the application of the Required Cash Collateral. The Deal Agent will invest any Required Cash Collateral in such Permitted Investments as it determines in its discretion.

(p) Prior to each Transaction and, provided there is no Event of Default or Margin Deficit outstanding, after each repurchase of a Purchased Asset, the Deal Agent shall determine the LC Permitted Draw Amount and, in connection therewith, the Deal Agent shall determine the Base Credit Support (taking into account the Credit Support for the proposed Transaction, as applicable) and the Seller shall determine the Excess Credit Support (which amount shall be in effect until the next Transaction or, provided there is no Event of Default or Margin Deficit outstanding, repurchase of a Purchased Asset). Upon the Deal Agent’s determination of the LC Permitted Draw Amount and as a condition to each Transaction and, provided there is no Event of Default or Margin Deficit outstanding, each repurchase of a Purchased Asset, the Deal Agent and the Seller shall execute a Credit Support Annex, which, unless expressly provided in the Credit Support Annex to the contrary, shall supercede any previously issued Credit Support Annex. Upon an Event of Default, the Deal Agent shall be entitled, immediately and without notice to any of the Repurchase Parties, to draw on the Letters of Credit (in such manner and in such amounts and order as the Deal Agent may elect in its discretion) in the amount of the then current LC Permitted Draw Amount and apply such amounts to the Obligations in such manner as the Deal Agent determines in its discretion and the Deal Agent shall not be required to pursue any claims against any Repurchase Party (including under the Limited Guaranty and/or the Back–Up Guaranty) or resort to or realize on the Purchased Items, the Pledged Collateral or any other collateral for the Facility prior to any draws on the Letters of Credit.

Section 2.3 Reduction of Maximum Amount; Optional Repurchases.

(a) Prior to the Funding Expiration Date (as it may be extended from time to time in accordance with Subsection 2.4(b)), the Seller shall have the right on an annual basis, upon at least two (2) (in the case of a reduction in the Maximum Amount by an amount that is 1/3 or less of the then Maximum Amount) and five (5) (in all other cases) Business Days’ prior written notice to the Deal Agent, which notice shall be irrevocable and shall be received no later than 3:00 p.m. two (2) or five (5) Business Days, as applicable, in advance of the reduction, to terminate in whole or reduce in part the portion of the Maximum Amount that exceeds the sum of the aggregate Purchase Price for all Transactions outstanding, accrued Price Differential, Breakage Costs, any fees then due and payable under the Fee Letter or the other Repurchase Documents and all other Aggregate Unpaids then due and payable; provided, however, that each partial reduction of the Maximum Amount shall be in an aggregate amount equal to $5,000,000 or an integral multiple thereof. Each notice of reduction or termination pursuant to this Subsection 2.3(a) shall be irrevocable.

(b) Subject to the requirements of Subsection 2.2(j), the Seller may, upon two (2) Business Days’ prior written notice to the Deal Agent , which notice shall be irrevocable and shall be received by the Deal Agent no later than 3:00 p.m. two (2) Business Days prior to the reduction in the Repurchase Price, reduce the aggregate Repurchase Price of all Purchased Assets, or, prior to the Facility Maturity Date, a portion of one (1) or more Purchased Assets, currently outstanding by remitting (1) to the Collection Account cash in the amount of the Repurchase Price reduction plus accrued and unpaid Price Differential, any fees due under the Fee Letter and/or the other Repurchase Documents in connection with such reduction and any related Breakage Costs owed in connection with such reduction and (2) to the Deal Agent instructions to reduce such Repurchase Price; provided, that (A) in connection with any such reduction, the Seller shall comply with the terms of any related Interest Rate Protection Agreement requiring that the Interest Rate Protection Agreement be terminated in whole or in part as the result of any such reduction of the Repurchase Price and the Seller has paid all amounts due to the applicable parties in connection with any such termination, (B) after giving effect to such reduction, the Seller shall be in compliance with all Sub–Limits, after any reduction the Facility shall have a reasonable mix in terms of the Class and Type of Purchased Assets (as determined by the Deal Agent in its discretion) and the Seller and the other Repurchase Parties shall be in compliance with and all other terms, conditions and requirements contained in the Repurchase Documents and (C) each such reduction shall be in a minimum amount of $500,000.

Section 2.4 Extension of Facility Maturity Date and Funding Expiration Date.

(a) Extension of the Facility Maturity Date. At the written request of the Seller delivered to the Deal Agent no later than one–hundred twenty (120) calendar days prior to the Facility Maturity Date, the Deal Agent may in its discretion grant one extension of the Facility Maturity Date for a period of time not to exceed 364 calendar days by giving written notice approving of such extension and the final Facility Maturity Date (the “Final Maturity Date”) to the Seller no later than ninety (90) calendar days before the expiration of the Facility Maturity Date. Any failure by the Deal Agent to deliver such notice approving of the extension shall be deemed to be the Deal Agent’s determination not to extend the original Facility Maturity Date. An extension of the Facility Maturity Date is subject to the following requirements and conditions: (i) no Default, Event of Default or Material Adverse Effect shall have occurred on or before the date of the request to extend or thereafter to and including the original Facility Maturity Date, (ii) the Seller shall pay to the Deal Agent as agent for the Secured Parties the Extension Fee on or before the expiration of the Facility Maturity Date, (iii) no additional Transactions shall be permitted to be entered into after the original Facility Maturity Date, (iv) the Seller shall, in addition to other amounts owed by the Seller hereunder, amortize and pay to the Deal Agent as agent for the Secured Parties the aggregate Repurchase Price for all Transactions then outstanding in equal quarterly installments over the term of the extension commencing with the original Facility Maturity Date and on the Payment Date for each quarter thereafter, (v) the Liquidity Agreement is extended for the same term, (vi) each Letter of Credit’s expiration date is, or is extended to a date that is, at least