0000940394-07-000689 Sample Contracts

Contract
Loan and Security Agreement • June 28th, 2007 • Belair Capital Fund LLC • Investors, nec • New York

AMENDMENT NO. 5 dated as of December 1, 2006 (this “Amendment”) to the LOAN AND SECURITY AGREEMENT dated as of July 15, 2003, as amended by Amendment No. 1 dated as of March 16, 2004, Amendment No. 2 dated as of August 3, 2004, Waiver and Amendment No. 3 dated as of September 8, 2004 and Amendment No. 4 dated as of June 30, 2006 (as the same may be further amended, supplemented or otherwise modified, renewed or replaced from time to time, the “Credit Agreement”), by and among BELAIR CAPITAL FUND LLC, a Massachusetts limited liability company (the “Borrower”), the Lenders referred to therein, Merrill Lynch Mortgage Capital, Inc., a Delaware corporation, as agent (the “Agent”), and Merrill Lynch Capital Services, Inc., a Delaware corporation (the “Swap Provider”).

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BELAIR REAL ESTATE CORP. AMENDMENT NO. 2 to MANAGEMENT AGREEMENT
Management Agreement • June 28th, 2007 • Belair Capital Fund LLC • Investors, nec

THIS AMENDMENT NO. 2, dated as of May 29, 2007, to the Management Agreement dated as of November 23, 1998 (the “Agreement”), is made between the parties to the Agreement. Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in the Agreement. This Amendment supersedes Amendment No.1 to the Agreement.

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