0000950149-07-000231 Sample Contracts

AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT Dated as of September 26, 2007 among LUMINENT MORTGAGE CAPITAL, INC., and THE SUBSIDIARIES OF THE BORROWER PARTIES HERETO, as Grantors and ARCO CAPITAL CORPORATION LTD., as Secured Party
Security and Pledge Agreement • October 1st, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York

AMENDED AND RESTATED SECURITY AND PLEDGE AGREEMENT, dated as of September 26, 2007 (as this agreement may be amended, amended and restated, supplemented or otherwise modified, renewed or replaced from time to time, the “Security Agreement”), among (i) LUMINENT MORTGAGE CAPITAL, INC., a Maryland corporation, as the Borrower; (ii) each Subsidiary of the Borrower listed on Schedule I hereto (such Subsidiaries listed on such Schedule I and such Subsidiaries of the Borrower as may hereafter become parties hereto by executing an instrument of assumption and joinder, shall be referred to herein collectively, as the “Subsidiary Guarantors” and individually, as a “Subsidiary Guarantor”; the Subsidiary Guarantors and the Borrower are referred to herein collectively, as the “Grantors”); and (iv) Arco Capital Corporation Ltd., a corporation organized under the laws of the Cayman Islands (the “Lender”), as Secured Party.

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CONSULTING AGREEMENT
Consulting Agreement • October 1st, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • Pennsylvania

THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of September 28, 2007 between Luminent Mortgage Capital, Inc. (the “Company”), a Maryland corporation, and Eleanor Cornfeld Melton, a sole proprietor (the “Consultant”).

RETENTION AND SEPARATION AGREEMENT
Retention and Separation Agreement • October 1st, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • Pennsylvania

THIS RETENTION AND SEPARATION AGREEMENT (the “Agreement”) is made and entered into by and between Ron Viera (“Employee”) and Proserpine, LLC (the “Company”) effective as of the date executed by Employee below.

SEPARATION AGREEMENT
Separation Agreement • October 1st, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • Pennsylvania

THIS SEPARATION AGREEMENT (the “Agreement”) is made and entered into by and between Eleanor Melton (“Employee”) and Proserpine, LLC (the “Company”) effective as of the date executed by Employee below.

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of September 26, 2007 between LUMINENT MORTGAGE CAPITAL, INC. and ARCO CAPITAL CORPORATION LTD.
Credit Agreement • October 1st, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York

AMENDED AND RESTATED CREDIT AGREEMENT dated as of September 26, 2007 between LUMINENT MORTGAGE CAPITAL, INC., a corporation organized under the laws of the State of Maryland (the “Borrower”) and ARCO CAPITAL CORPORATION LTD., a corporation organized under the laws of the Cayman Islands (the “Lender”).

Contract
Subsidiary Guarantee Agreement • October 1st, 2007 • Luminent Mortgage Capital Inc • Real estate investment trusts • New York

AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT dated as of September 26, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, this “Agreement”), among each of the subsidiaries listed on Schedule I hereto (each such subsidiary individually, a “Guarantor” and collectively, the “Guarantors”) of LUMINENT MORTGAGE CAPITAL, INC., a Maryland corporation (the “Borrower”), and ARCO CAPITAL CORPORATION LTD., a corporation organized under the laws of the Cayman Islands, as lender and secured party (the “Secured Party”).

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