Exhibit 10.2
	 

	  


	  


	 
		

	 

	 
		

	 

	 
		

	 

	 
		






	 

	 
		FORM OF
	 

	 
		MANAGEMENT AGREEMENT
	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		by and between
	 

	 
		CARE INVESTMENT TRUST INC.
	 

	 
		and
	 

	 
		CIT HEALTHCARE LLC
	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		

	 

	 
		Dated as of June [__], 2007
	 

	 
		





	 

	  


	  


	 
		

	 

	 
		

	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		Table of Contents
	 

	 
		Page
	 

	 			
	
			 
				Section 1.
			 

		  	
			 
				Definitions
			 

		  	
			 
				1
			 

		  
	
			 
				Section 2.
			 

		  	
			 
				Appointment and Duties of the Manager
			 

		  	
			 
				5
			 

		  
	
			 
				Section 3.
			 

		  	
			 
				Additional Activities of the Manager
			 

		  	
			 
				10
			 

		  
	
			 
				Section 4.
			 

		  	
			 
				Bank Accounts
			 

		  	
			 
				11
			 

		  
	
			 
				Section 5.
			 

		  	
			 
				Records; Confidentiality
			 

		  	
			 
				11
			 

		  
	
			 
				Section 6.
			 

		  	
			 
				Compensation
			 

		  	
			 
				12
			 

		  
	
			 
				Section 7.
			 

		  	
			 
				Expenses of the Company
			 

		  	
			 
				14
			 

		  
	
			 
				Section 8.
			 

		  	
			 
				Limits of the Manager’s Responsibility
			 

		  	
			 
				17
			 

		  
	
			 
				Section 9.
			 

		  	
			 
				No Joint Venture
			 

		  	
			 
				19
			 

		  
	
			 
				Section 10.
			 

		  	
			 
				Term; Renewal
			 

		  	
			 
				19
			 

		  
	
			 
				Section 11.
			 

		  	
			 
				Assignments
			 

		  	
			 
				20
			 

		  
	
			 
				Section 12.
			 

		  	
			 
				Termination of the Manager for Cause
			 

		  	
			 
				21
			 

		  
	
			 
				Section 13.
			 

		  	
			 
				Action Upon Termination
			 

		  	
			 
				22
			 

		  
	
			 
				Section 14.
			 

		  	
			 
				Release of Money or Other Property Upon Written Request.
			 

		  	
			 
				22
			 

		  
	
			 
				Section 15.
			 

		  	
			 
				Representations and Warranties
			 

		  	
			 
				23
			 

		  
	
			 
				Section 16.
			 

		  	
			 
				Miscellaneous
			 

		  	
			 
				24
			 

		  


	 
		

	 

	 
		

	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		MANAGEMENT AGREEMENT, dated as of June [__], 2007, by and between Care
		Investment Trust Inc., a Maryland corporation (the “Company”)
		and CIT Healthcare LLC, a Delaware limited liability company (the
		“Manager”).
	 

	 
		W  I  T  N  E
		 S  S  E  T  H:

	 

	 
		WHEREAS, the Company is a newly formed corporation which intends to
		invest primarily in a diversified portfolio of healthcare-related commercial
		mortgage investments, commercial real estate and other related products and
		intends to qualify as a real estate investment trust for federal income tax
		purposes and will elect to receive the tax benefits accorded by Sections 856
		through 860 of the Internal Revenue Code of 1986, as amended (the
		“Code”); and
	 

	 
		WHEREAS, the Company desires to retain the Manager to manage the business
		and investment affairs of the Company and its Subsidiaries and to perform
		services for the Company in the manner and on the terms set forth herein and
		the Manager wishes to be retained to provide such services.
	 

	 
		NOW THEREFORE, in consideration of the premises and agreements
		hereinafter set forth, the parties hereto hereby agree as follows:
	 

	 
		
	 

	 
		Section 1.
	 

	 
		Definitions.  (a)  The following terms shall have the
		meanings set forth in this Section 1(a):
	 

	 
		“Affiliate” means
		(i) any Person directly or indirectly controlling, controlled by, or under
		common control with such other Person, (ii) any executive officer or general
		partner of such other Person, and (iii) any legal entity for which such Person
		acts as an executive officer or general partner.
	 

	 
		“Agreement” means this Management Agreement, as amended,
		supplemented or otherwise modified from time to time.
	 

	 
		“Automatic Renewal Term” has the meaning set forth in
		Section 10(b) hereof.
	 

	 
		“Base Management Fee” means the base management fee,
		calculated and payable monthly in arrears, in an amount equal to one-twelfth of
		1.75% of Equity.
	 

	 
		“Board of Directors” means the board of directors of the
		Company.
	 

	 
		“Business Day” means any day except a Saturday, a Sunday
		or a day on which banking institutions in New York, New York are not required
		to be open.
	 

	 
		“Change in Control of the Manager” shall be deemed to
		have occurred: (a) if any Person or group (within the meaning of Section
		13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision),
		including any group for the purpose of acquiring, holding or disposing of
		securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act),
		other than CIT Group Inc. ("CIT Group") or an Affiliate of CIT Group, in
		a single transaction or in a related series of transactions, becomes the
		beneficial owner, directly or indirectly, of securities of the Manager
		representing more than 50% of the aggregate voting power of all classes of the
		Manager’s then outstanding voting securities (provided, however, no
		change in the ownership of CIT Group shall be deemed to be a “Change of
		Control” for purposes of this Agreement) or (b) upon approval by all
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		requisite parties of (i) a plan of merger, consolidation, share exchange,
		business combination or similar transaction between the Manager and an entity
		(other than an Affiliate of the Manager that executes this Agreement and agrees
		to bound by the provisions hereof), or (ii) a proposal with respect to the
		sale, lease, transfer, exchange or other disposal of all, or substantially all,
		of the Manager’s assets to an entity (other than an Affiliate of the
		Manager that executes this Agreement and agrees to be bound by the provisions
		hereof).
	 

	 
		“Claim” has the meaning set forth in Section 8(c)
		hereof.
	 

	 
		“Closing Date” means the date of closing of the Initial
		Public Offering.
	 

	 
		“Code” has the meaning set forth in the Recitals.
	 

	 
		“Common Stock” means the common stock, par value $0.001,
		of the Company.
	 

	 
		“Company Confidential Information” has meaning set forth
		in Section 5(b) hereof.
	 

	 
		“Company Indemnified Party” has meaning set forth in
		Section 8(b) hereof.
	 

	 
		“Company Permitted Disclosure Parties” has the
		meaning set forth in Section 5(b) hereof.
	 

	 
		“Conduct Policies” has the meaning set forth in Section
		2(k) hereof.
	 

	 
		“Confidential Information” has the meaning set forth in
		Section 5 hereof.
	 

	 
		“Conflicts of Interest Policy” means the conflicts of
		interests policy for the Company with respect to the Manager, a copy of which
		is attached hereto as Exhibit A, as the same may be amended, restated,
		modified, supplemented or waived by the Board of Directors as specified
		therein.
	 

	 
		“Effective Termination Date” has the meaning set forth
		in Section 10(c) hereof.
	 

	 
		“Equity” means, for purposes of calculating the Base
		Management Fee, the month-end value, computed in accordance with GAAP, of the
		Company's stockholders' equity (including common stock and preferred stock),
		adjusted to exclude the effect of any unrealized gains, losses or other items
		that do not affect realized net income.
	 

	 
		“Exchange Act” means the Securities Exchange Act of
		1934, as amended.
	 

	 
		“Funds From Operations” means net income (computed in
		accordance with GAAP), excluding gains (losses) from debt restructuring and
		gains (losses) from sales of property, plus depreciation and amortization on
		real estate assets and non-cash equity compensation expense, and after
		adjustments for unconsolidated partnerships and joint ventures;
		provided, that, for the purposes of determining the Incentive Fee, the
		foregoing calculation of Funds From Operations shall be adjusted to exclude
		one-time events pursuant to changes in GAAP and may be adjusted to exclude
		other non-cash charges after discussion between the Manager and the Independent
		Directors and approval by the majority of the Independent Directors in the case
		of non-cash charges.
	 

	 
		“GAAP” means generally accepted accounting principles in
		effect in the United States on the date such principles are applied.
	 

	 
		“Governing Instruments” means, with regard to any
		entity, the articles of incorporation or certificate of incorporation and
		bylaws in the case of a corporation, the
	 

	 
		
 

	 

	 
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		partnership agreement in the case of a general or limited partnership or
		the certificate of formation and operating agreement in the case of a limited
		liability company, the trust instrument in the case of a trust, or similar
		governing documents in each case as amended.
	 

	 
		“Incentive Fee” means an incentive management fee
		calculated and payable each fiscal quarter in an amount, not less than zero,
		equal to the product of: (i) 25% of the dollar amount by which (a) Funds From
		Operations (after the Base Management Fee and before the Incentive Fee) of the
		Company for such quarter per share of Common Stock (based on the weighted
		average number of shares outstanding for such quarter), (b) plus the amount by
		which any capital gains realized during the quarter exceed any capital losses
		realized during the quarter exceed (c) an amount equal to (1) the weighted
		average of the price per share of Common Stock issued in the Initial Public
		Offering and the prices per share of Common Stock issued in any subsequent
		offerings by the Company multiplied by (2) the greater of (A) 2.25% and (B)
		0.75% plus one-fourth of the Ten-Year U.S. Treasury Rate for such quarter,
		multiplied by (ii) the weighted average number of shares of Common Stock
		outstanding during such quarter.
	 

	 
		“Incentive Fee Computation Notice” has the meaning set
		forth in Section 6(e) hereof.
	 

	 
		“Indemnified Party” has the meaning set forth in Section
		8(b) hereof.
	 

	 
		“Independent Director” means a member of the Board of
		Directors who is “independent” in accordance with the Company’s
		Governing Instruments and the rules of the NYSE or such other securities
		exchange on which the shares of Common Stock are listed.
	 

	 
		“Initial Public Offering” means the sale by the Company
		of shares in the initial public offering of the Company registered with the SEC
		(Registration Statement No. 333-141634).
	 

	 
		“Initial Term” has the meaning set forth in Section
		10(a) hereof.
	 

	 
		“Investment Committee Charter” means the organizational
		document for the Company's Investment Committee.
	 

	 
		“Investment Company Act” means the Investment Company
		Act of 1940, as amended.
	 

	 
		“Investment Guidelines” means the Company’s
		investment guidelines, a copy of which is attached hereto as Exhibit B,
		as the same may be amended, restated, modified, supplemented or waived by the
		Board of Directors as specified therein.
	 

	 
		“Last Appraiser” has the meaning set forth in Section
		6(h) hereof.
	 

	 
		“Losses” has the meaning set forth in Section 8(a)
		hereof.
	 

	 
		“Management Fee Payment” has the meaning set forth in
		Section 6(d) hereof.
	 

	 
		“Manager Indemnified Party” has the meaning set forth in
		Section 8(a) hereof.
	 

	 
		“Manager Permitted Disclosure Parties” has the
		meaning set forth in Section 5(a) hereof.
	 

	 
		
 

	 

	 
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		“Notice of Proposal to Negotiate” has the meaning set
		forth in Section 10(c) hereof.
	 

	 
		“NYSE” means the New York Stock Exchange, Inc.
	 

	 
		“Person” means any natural person, corporation,
		partnership, association, limited liability company, estate, trust, joint
		venture, any federal, state, county or municipal government or any bureau,
		department or agency thereof or any other legal entity and any fiduciary acting
		in such capacity on behalf of the foregoing.
	 

	 
		“REIT” means a “real estate investment trust”
		as defined under the Code.
	 

	 
		“SEC” means the United States Securities and Exchange
		Commission.
	 

	 
		“Securities Act” means the Securities Act of 1933, as
		amended.
	 

	 
		“Subsidiary” means any subsidiary of the Company and any
		partnership, the general partner of which is the Company or any subsidiary of
		the Company, and any limited liability company, the managing member of which is
		the Company or any subsidiary of the Company.
	 

	 
		“Ten-Year U.S. Treasury Rate” means the arithmetic
		average of the weekly average yield to maturity for actively traded current
		coupon U.S. Treasury fixed interest rate securities (adjusted to constant
		maturities of ten years) published by the Federal Reserve Board in publication
		H.15, or any successor publication, during a calendar quarter, or, if such rate
		is not published by the Federal Reserve Board, any Federal Reserve Bank or
		agency or department of the federal government selected by the Company. If the
		Company determines in good faith that the Ten-Year U.S. Treasury Rate cannot be
		calculated as provided above, then the rate shall be the arithmetic average of
		the per annum average yields to maturities, based upon closing asked prices on
		each Business Day during a quarter, for each actively traded marketable U.S.
		Treasury fixed interest rate security with a final maturity date not less than
		eight nor more than twelve years from the date of the closing asked prices as
		chosen and quoted for each Business Day in each such quarter in New York City
		by at least three recognized dealers in U.S. government securities selected by
		the Company.
	 

	 
		“Termination Fee” means a termination fee equal to the
		sum of the average annual Base Management Fee and the average annual Incentive
		Fee, both as earned by the Manager during the two years immediately preceding
		the most recently completed fiscal quarter prior to the date of termination,
		multiplied by three (3).
	 

	 
		“Termination Notice” has the meaning set forth in
		Section 10(c) hereof.
	 

	 
		“Valuation Notice” has the meaning set forth in Section
		6(h) hereof.
	 

	 
		(b)
	 

	 
		As used herein, accounting terms relating to the Company and its
		Subsidiaries, if any, not defined in Section 1(a) and accounting terms partly
		defined in Section 1(a), to the extent not defined, shall have the respective
		meanings given to them under United States generally accepted accounting
		principles.
	 

	 
		(c)
	 

	 
		The words “hereof,” “herein” and
		“hereunder” and words of similar import when used in this Agreement
		shall refer to this Agreement as a whole and not to any
	 

	 
		
 

	 

	 
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		particular provision of this Agreement, and Section references are to
		this Agreement unless otherwise specified.
	 

	 
		(d)
	 

	 
		The meanings given to terms defined herein shall be equally applicable to
		both the singular and plural forms of such terms. The words include, includes
		and including shall be deemed to be followed by the phrase “without
		limitation.”
	 

	 
		
	 

	 
		Section 2.
	 

	 
		Appointment and Duties of the Manager.  (a)  The
		Company hereby appoints the Manager to manage the investments and day-to-day
		operations of the Company and its Subsidiaries, subject at all times to the
		further terms and conditions set forth in this Agreement and to the supervision
		and direction of, and such further limitations or parameters as may be imposed
		from time to time by, the Board of Directors.  The Manager hereby agrees
		to use its commercially reasonable efforts to perform each of the duties set
		forth herein, provided that funds are made available by the Company for such
		purposes as set forth in Section 7 hereof.  In performing its duties
		hereunder, the Manager also herby agrees to use its commercially reasonable
		efforts to comply, and to cause the personnel providing services to the Company
		to comply, with the Conflicts of Interest Policy, the Investment Guidelines and
		the Company’s Investment Committee Charter. The appointment of the Manager
		shall be exclusive to the Manager, except to the extent that the Manager
		elects, in its sole and absolute discretion, in accordance with the terms of
		this Agreement, to cause the duties of the Manager as set forth herein to be
		provided by third parties.
	 

	 
		(b)
	 

	 
		The Manager, in its capacity as manager of the investments and the
		day-to-day operations of the Company, at all times will be subject to the
		supervision and direction of the Board of Directors and will have only such
		functions and authority as the Board of Directors may delegate to it, including
		the functions and authority identified herein and delegated to the Manager
		hereby. The Manager will be responsible for the day-to-day operations of the
		Company and will perform (or cause to be performed) such services and
		activities relating to the investments and operations of the Company as may be
		appropriate:
	 

	 
		(i)
	 

	 
		serving as the Company’s consultant with respect to the periodic
		review of investment criteria and parameters for investments, borrowings and
		operations (including the Investment Guidelines and Conflicts of Interest
		Policy, any modifications to which shall be approved by a majority of the
		Independent Directors) and other policies and recommendations with respect
		thereto for approval by the Board of Directors;
	 

	 
		(ii)
	 

	 
		making available to the Company the Manager's knowledge and experience
		with respect to mortgage loans, real estate, real estate securities, other real
		estate-related assets and non-real estate related assets and real estate
		operating companies in the healthcare industry and otherwise;
	 

	 
		(iii)
	 

	 
		serving as the Company's consultant with respect to the identification,
		investigation, evaluation, analysis, selection, purchase, origination,
		negotiation, structuring, monitoring and disposition of the Company’s
		investments, including the accumulation of assets for securitization;
	 

	 
		(iv)
	 

	 
		serving as the Company's consultant with respect to decisions regarding
		any financings, securitizations, hedging activities or borrowings undertaken by
		the Company or its Subsidiaries, including (1) assisting the Company in
		developing criteria for debt and equity financing that is specifically tailored
		to the Company’s investment
	 

	 
		
 

	 

	 
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		objectives, (2) advising the Company with respect to obtaining
		appropriate warehouse or other financings for its investments and (3) advising
		the Company with respect to and structuring long-term financing vehicles for
		the Company’s investments, and advising the Company with respect to
		offering and selling securities publicly or privately in connection with any
		such structured financing;
	 

	 
		(v)
	 

	 
		serving as the Company's consultant with respect to arranging for the
		issuance of mortgage backed securities from pools of mortgage loans or mortgage
		backed securities owned by the Company;
	 

	 
		(vi)
	 

	 
		representing and making recommendations to the Company in connection with
		the purchase and finance and commitment to purchase and finance investments;
	 

	 
		(vii)
	 

	 
		with respect to any prospective investment by the Company and any sale,
		exchange or other disposition of any investment by the Company, conducting
		negotiations on behalf of the Company with real estate brokers, sellers and
		purchasers and their respective agents, representatives and investment bankers
		and owners of privately and publicly held real estate companies;
	 

	 
		(viii)
	 

	 
		providing the Company with portfolio management, asset servicing and loan
		servicing, including enforcing rights, exercising remedies, granting consents,
		and  taking other actions on behalf of the Company in respect of the
		Company’s investments;
	 

	 
		(ix)
	 

	 
		conducting periodic on-site visits to properties to inspect the physical
		condition of the properties and to evaluate the performance of a tenant or
		operator of its duties;
	 

	 
		(x)
	 

	 
		reviewing, analyzing and commenting upon the operating budgets, capital
		budgets and leasing plans of properties;
	 

	 
		(xi)
	 

	 
		engaging and supervising, on behalf of the Company and at the
		Company’s expense, independent contractors that provide real estate,
		investment banking, mortgage brokerage, securities brokerage, appraisal,
		engineering, environmental, seismic, insurance, legal, accounting, transfer
		agent, registrar, leasing, master servicing, special servicing, due diligence
		and such other services as may be required relating to the Company’s
		operations or investments (or potential investments);
	 

	 
		(xii)
	 

	 
		coordinating and managing operations of any joint venture or
		co-investment interests held by the Company and conducting all matters with the
		joint venture or co-investment partners;
	 

	 
		(xiii)
	 

	 
		providing executive and administrative personnel, office space and office
		services required in rendering services to the Company;
	 

	 
		(xiv)
	 

	 
		performing and supervising the performance of administrative functions
		necessary in the management of the Company as may be agreed upon by the Manager
		and the Board of Directors, including the services in respect of any of the
		Company's incentive plans, the collection of revenues and the payment of the
		Company’s debts and obligations and maintenance of appropriate information
		technology services to perform such administrative functions;
	 

	 
		
 

	 

	 
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		(xv)
	 

	 
		communicating on behalf of the Company with the holders of any equity or
		debt securities of the Company as required to satisfy the reporting and other
		requirements of any governmental bodies or agencies or trading exchanges or
		markets and to maintain effective relations with such holders, including
		website maintenance, logo design, analyst presentations, investor conferences
		and annual meeting arrangements;
	 

	 
		(xvi)
	 

	 
		counseling the Company in connection with policy decisions to be made by
		the Board of Directors;
	 

	 
		(xvii)
	 

	 
		evaluating and recommending to the Company hedging strategies and
		engaging in hedging activities on behalf of the Company, consistent with such
		strategies, as so modified from time to time, with the Company’s
		qualification as a REIT and with the Investment Guidelines;
	 

	 
		(xviii)
	 

	 
		counseling the Company regarding the maintenance of its qualification as
		a REIT and monitoring compliance with the various REIT qualification tests and
		other rules set out in the Code and Treasury Regulations promulgated
		thereunder;
	 

	 
		(xix)
	 

	 
		counseling the Company regarding the maintenance of its exemption from
		status as an investment company under the Investment Company Act and monitoring
		compliance with the requirements for maintaining such exemption;
	 

	 
		(xx)
	 

	 
		furnishing reports and statistical and economic research to the Company
		regarding the activities and services performed for the Company or its
		Subsidiaries, if any, by the Manager;
	 

	 
		(xxi)
	 

	 
		monitoring the operating performance of the Company’s investments
		and providing periodic reports with respect thereto to the Board of Directors,
		including comparative information with respect to such operating performance
		and budgeted or projected operating results;
	 

	 
		(xxii)
	 

	 
		investing and re-investing any monies and securities of the Company
		(including in short-term investments, payment of fees, costs and expenses, or
		payments of dividends or distributions to stockholders and partners of the
		Company) and advising the Company as to its capital structure and
		capital-raising activities;
	 

	 
		(xxiii)
	 

	 
		causing the Company to retain qualified accountants and legal counsel, as
		applicable, to (i) assist in developing appropriate accounting procedures,
		compliance procedures and testing systems with respect to financial reporting
		obligations and compliance with the provisions of the Code applicable to REITs
		and, if applicable, taxable REIT subsidiaries and (ii) conduct quarterly
		compliance reviews with respect thereto;
	 

	 
		(xxiv)
	 

	 
		causing the Company to qualify to do business in all jurisdictions in
		which such qualification is required and to obtain and maintain all appropriate
		licenses;
	 

	 
		(xxv)
	 

	 
		assisting the Company in complying with all regulatory requirements
		applicable to the Company in respect of its business activities, including
		preparing or causing to be prepared all financial statements required under
		applicable regulations and contractual undertakings and all reports and
		documents, if any, required under the Exchange Act and the Securities Act or by
		the NYSE;
	 

	 
		
 

	 

	 
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		(xxvi)
	 

	 
		taking all necessary actions to enable the Company and its Subsidiaries
		to make required tax filings and reports, including soliciting stockholders for
		required information to the extent necessary under the Code and Treasury
		Regulations applicable to REITs;
	 

	 
		(xxvii)
	 

	 
		handling and resolving all claims, disputes or controversies (including
		all litigation, arbitration, settlement or other proceedings or negotiations)
		in which the Company may be involved or to which the Company may be subject
		arising out of the Company’s day-to-day operations other than with the
		Manager or its Affiliates;
	 

	 
		(xxviii)
	 

	 
		arranging marketing materials, advertising, industry group activities
		(such as conference participations and industry organization memberships) and
		other promotional efforts designed to promote the business of the Company;
	 

	 
		(xxix)
	 

	 
		using commercially reasonable efforts to cause expenses incurred by or on
		behalf of the Company to be commercially reasonable or commercially customary
		and within any budgeted parameters or expense guidelines set by the Board of
		Directors from time to time;
	 

	 
		(xxx)
	 

	 
		performing such other services as may be required from time to time for
		the management and other activities relating to the assets of the Company as
		the Board of Directors shall reasonably request or the Manager shall deem
		appropriate under the particular circumstances; and
	 

	 
		(xxxi)
	 

	 
		using commercially reasonable efforts to cause the Company to comply with
		all applicable laws.
	 

	 
		(c)
	 

	 
		Manager may retain, for and on behalf, and at the sole cost and expense,
		of the Company, such services of accountants, legal counsel, appraisers,
		insurers (including title insurers), surveyors, engineering, environmental and
		seismic consultants, insurance consultants and brokers, public relations and
		marketing consultants, information technology consultants, investment relations
		advisers, securities brokers, mortgage brokers, transfer agents, registrars,
		financial printers, developers, investment banks, financial advisors, internal
		audit service providers, banks and other lenders, consultants, agents,
		contractors, vendors, advisors and others as the Manager deems necessary or
		advisable in connection with the management and operations of the Company. In
		performing its duties under this Section 2, the Manager shall be entitled to
		rely reasonably on qualified experts and professionals (including accountants,
		legal counsel and other professional service providers) hired by the Manager at
		the Company’s sole cost and expense. The Manager shall use commercially
		reasonable efforts to cause expenses incurred by or on behalf of the Company to
		be commercially reasonable or commercially customary and within any budgeted
		parameters or expense guidelines set by the Board of Directors from time to
		time.
	 

	 
		(d)
	 

	 
		The Manager shall refrain from any action that, in its sole judgment made
		in good faith, (i) would adversely affect the qualification of the Company as a
		REIT under the Code or the Company’s status as an entity exempted from
		investment company status under the Investment Company Act, or (ii) would
		violate any law, rule or regulation of any governmental body or agency having
		jurisdiction over the Company or of any exchange on which the securities of the
		Company may be listed or that would otherwise not be permitted by the
		Company’s Governing Instruments.  If the Manager is ordered to take
		any action by the
	 

	 
		
 

	 

	 
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		Board of Directors, the Manager shall promptly notify the Board of
		Directors if it is the Manager’s judgment that such action would adversely
		affect such status or violate any such law, rule or regulation or the Governing
		Instruments.  Notwithstanding the foregoing, the Manager, its directors,
		officers, stockholders and employees shall not be liable to the Company, the
		Board of Directors, or the Company’s stockholders for any act or omission
		by the Manager, its directors, officers, stockholders or employees except as
		provided in Section 8 of this Agreement.
	 

	 
		(e)
	 

	 
		The Company (including the Board of Directors) agrees to take all actions
		reasonably required to permit and enable the Manager to carry out its duties
		and obligations under this Agreement, including all steps reasonably necessary
		to allow the Manager to file any registration statement or other filing
		required to be made under the Securities Act, Exchange Act, NYSE, Code or other
		applicable law, rule or regulation on behalf of the Company in a timely manner.
		The Company further agrees to use commercially reasonable efforts to make
		available to the Manager all resources, information and materials reasonably
		requested by the Manager to enable the Manager to satisfy its obligations
		hereunder, including its obligations to deliver financial statements and any
		other information or reports with respect to the Company. If the Manager is not
		able to provide a service, or in the reasonable judgment of the Manager it is
		not prudent to provide a service, without the approval of the Board of
		Directors, as applicable, then the Manager shall be excused from providing such
		service (and shall not be in breach of this Agreement) until the applicable
		approval has been obtained.
	 

	 
		(f)
	 

	 
		Reporting Requirements.  (i)  As frequently as the
		Manager may deem reasonably necessary or advisable, or at the direction of the
		Board of Directors, the Manager shall prepare, or, at the sole cost and expense
		of the Company, cause to be prepared, with respect to any investment, reports
		and other information with respect to such investment as may be reasonably
		requested by the Company.
	 

	 
		(ii)
	 

	 
		The Manager shall prepare, or, at the sole cost and expense of the
		Company, cause to be prepared, all reports, financial or otherwise, with
		respect to the Company reasonably required by the Board of Directors in order
		for the Company to comply with its Governing Instruments, or any other
		materials required to be filed with any governmental body or agency, and shall
		prepare, or, at the sole cost and expense of the Company, cause to be prepared,
		all materials and data necessary to complete such reports and other materials,
		including an annual audit of the Company’s books of account by a
		nationally recognized independent accounting firm.
	 

	 
		(iii)
	 

	 
		The Manager shall prepare, or, at the sole cost and expense to the
		Company, cause to be prepared, regular reports for the Board of Directors to
		enable the Board of Directors to review the Company’s investments,
		portfolio composition and characteristics, credit quality, performance and
		compliance with the Investment Guidelines and policies approved by the Board of
		Directors, including reports on investments rejected by the Company's
		investment committee that provide the reason for the rejection and whether the
		Manager has determined to make such investment.
	 

	 
		(g)
	 

	 
		Directors, officers, employees and agents of the Manager or Affiliates of
		the Manager may serve as directors, officers, agents, nominees or signatories
		for the Company, to the extent permitted by their Governing Instruments, as
		from time to time
	 

	 
		
 

	 

	 
		9
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		amended, or by any resolutions duly adopted by the Board of Directors
		pursuant to the Company’s Governing Instruments.  When executing
		documents or otherwise acting in such capacities for the Company, such Persons
		shall indicate in what capacity they are executing on behalf of the Company.
		 Without limiting the foregoing, but subject to Section 12 below, the
		Manager will provide the Company with a management team, including a Chief
		Executive Officer, Chief Financial Officer and Chief Investment Officer or
		similar positions, along with appropriate support personnel to provide the
		management services to be provided by the Manager to the Company hereunder, who
		shall devote such of their time to the management of the Company as necessary
		and appropriate, commensurate with the level of activity of the Company from
		time to time.
	 

	 
		(h)
	 

	 
		The Manager shall provide personnel for service on an investment or
		similar type of committee.
	 

	 
		(i)
	 

	 
		The Manager shall maintain reasonable and customary “errors and
		omissions” insurance coverage and other customary insurance coverage.
	 

	 
		(j)
	 

	 
		The Manager shall provide such internal audit, compliance and control
		services as may be required for the Company to comply with applicable law
		(including the Securities Act and Exchange Act), regulation (including SEC
		regulations) and the rules and requirements of the NYSE and as otherwise
		reasonably requested by the Company or its Board of Directors from time to
		time.
	 

	 
		(k)
	 

	 
		The Manager acknowledges receipt of the Company’s Code of Business
		Conduct and Ethics, Policy on Insider Trading and Communications Policy
		(collectively, the “Conduct Policies”) and agrees to
		require its employees who provide services to the Company to comply with such
		Conduct Policies in the performance of such services hereunder or such
		comparable policies as shall in substance hold employees of the Manager to at
		least the standards of conduct set forth in the Conduct Policies.
	 

	 
		
	 

	 
		Section 3.
	 

	 
		Additional Activities of the Manager.  Except as provided in the last sentence of this Section
		3 and subject to the provisions of Section 12(iii), the Conflicts of Interest
		Policy, the Investment Guidelines and the Investment Committee Charter, nothing
		in this Agreement shall (i) prevent the Manager or any of its Affiliates,
		officers, directors or employees, from engaging in other businesses or from
		rendering services of any kind to any other Person or entity, whether or not
		the investment objectives or policies of any such other Person or entity are
		similar to those of the Company or (ii) in any way bind or restrict the Manager
		or any of its Affiliates, officers, directors or employees from buying, selling
		or trading any securities or commodities for their own accounts or for the
		account of others for whom the Manager or any of its Affiliates, officers,
		directors or employees may be acting.  While information and
		recommendations supplied to the Company shall, in the Manager’s reasonable
		and good faith judgment, be appropriate under the circumstances and in light of
		the investment objectives and policies of the Company, they may be different
		from the information and recommendations supplied by the Manager or any
		Affiliate of the Manager to others. The Company shall be entitled to equitable
		treatment under the circumstances in receiving information, recommendations and
		any other services, but the Company recognizes that it is not entitled to
		receive preferential treatment as compared with the treatment given by the
		Manager or any Affiliate of the Manager to others.  The Company shall have
		the benefit of the Manager’s best judgment and effort in rendering
		services hereunder and, in furtherance of the foregoing, the
	 

	 
		
 

	 

	 
		10
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		Manager shall not undertake activities that, in its good faith judgment,
		will adversely affect the performance of its obligations under this Agreement.
	 

	 
		
	 

	 
		Section 4.
	 

	 
		Bank Accounts.  At the direction
		of the Board of Directors, the Manager may establish and maintain one or more
		bank accounts in the name of the Company or any Subsidiary, and may collect and
		deposit into any such account or accounts, and disburse funds from any such
		account or accounts, under such terms and conditions as the Board of Directors
		may approve; and the Manager shall from time to time render appropriate
		accountings of such collections and payments to the Board of Directors and,
		upon request, to the auditors of the Company or any Subsidiary.
	 

	 
		
	 

	 
		Section 5.
	 

	 
		Records; Confidentiality.  (a)
		 The Manager shall maintain appropriate books of accounts and records
		relating to services performed hereunder, and such books of account and records
		shall be accessible for inspection by representatives of the Company or any
		Subsidiary at any time during normal business hours.  The Manager shall
		keep confidential any and all non-public information, written or oral, obtained
		by it in connection with the services rendered hereunder
		(“Confidential Information”) and shall not use
		Confidential Information except in furtherance of its duties under this
		Agreement or disclose Confidential Information, in whole or in part, to any
		Person other than (i) to its Affiliates, officers, directors, employees,
		agents, representatives or advisors who need to know such Confidential
		Information for the purpose of rendering services hereunder, (ii) to
		appraisers, financing sources, advisors and others in the ordinary course of
		the Company’s business ((i) and (ii) collectively, “Manager
		Permitted Disclosure Parties”) , (iii) in connection with any
		governmental or regulatory filings of the Company or disclosure or
		presentations to Company investors, (iv) to governmental officials having
		jurisdiction over the Company, (v) as requested by law or legal process to
		which the Manager or any Person to whom disclosure is permitted hereunder is a
		party, or (vi) with the consent of the Company.  The Manager agrees to
		inform each of its Manager Permitted Disclosure Parties of the non-public
		nature of the Confidential Information and to direct such Persons to treat such
		Confidential Information in accordance with the terms hereof.  Nothing
		herein shall prevent the Manager from disclosing Confidential Information (i)
		upon the order of any court or administrative agency, (ii) upon the request or
		demand of any regulatory agency or authority, or pursuant to any law or
		regulation, (iii) to the extent reasonably required in connection with the
		exercise of any remedy hereunder, or (iv) to its legal counsel or independent
		auditors; provided, however that with respect to clauses (i) and (ii),
		it is agreed that the Manager will provide the Company with prompt written
		notice of such order, request or demand so that the Company may seek an
		appropriate protective order and/or waive the Manager's compliance with the
		provisions of this Agreement.  If, failing the entry of a protective order
		or the receipt of a waiver hereunder, the Manager is, in the opinion of
		counsel, required to disclose Confidential Information, the Manager may
		disclose only that portion of such information that its counsel advises is
		legally required without liability hereunder; provided, that the Manager agrees
		to exercise its best efforts to obtain reliable assurance that confidential
		treatment will be accorded such information. Notwithstanding anything herein to
		the contrary, each of the following shall be deemed to be excluded from
		provisions hereof: any Confidential Information that (A) is available to the
		public from a source other than the Manager, (B) is released in writing by the
		Company to the public or to persons who are not under similar obligation of
		confidentiality to the Company, or (C) is obtained by the Manager from a
		third-party without breach by such third-party of an obligation of confidence
		with respect to the Confidential Information disclosed.  The
	 

	 
		
 

	 

	 
		11
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		provisions of this Agreement shall survive the expiration or earlier
		termination of this Agreement for a period of one year.
	 

	 
		(b)
	 

	 
		The Company shall keep confidential any and all non-public information
		regarding the Manager, written or oral, obtained by it in connection with its
		relationship with the Manager (the “Company Confidential
		Information”) and shall not use Confidential Information except in
		furtherance of the terms of this Agreement or disclose Confidential
		Information, in whole or in part, to any Person other than (i) to its
		Affiliates, officers, directors, agents, representatives or advisors who need
		to know such Confidential Information (collectively, “Company
		Permitted Disclosure Parties”), (ii) as requested by law or legal
		process to which the Company or any Person to whom disclosure is permitted
		hereunder is a party, or (iii) with the consent of the Manager.  The
		Company agrees to (i) inform each of its Company Permitted Disclosure Parties
		of the non-public nature of the Confidential Information and to direct such
		Persons to treat such Confidential Information in accordance with the terms
		hereof and (ii) not disclose any Confidential Information to its Company
		Permitted Disclosure Parties after the termination or nonrenewal of this
		Agreement in accordance with Section 10.  Nothing herein shall prevent the
		Company from disclosing Confidential Information (i) upon the order of any
		court or administrative agency, (ii) upon the request or demand of any
		regulatory agency or authority, or pursuant to any law or regulation, (iii) to
		the extent reasonably required in connection with the exercise of any remedy
		hereunder, or (iv) to its legal counsel or independent auditors; provided,
		however that with respect to clauses (i) and (ii), it is agreed that the
		Company will provide the Manager with prompt written notice of such order,
		request or demand so that the Manager may seek an appropriate protective order
		and/or waive the Company's compliance with the provisions of this Agreement.
		 If, failing the entry of a protective order or the receipt of a waiver
		hereunder, the Company is, in the opinion of counsel, required to disclose
		Confidential Information, the Company may disclose only that portion of such
		information that its counsel advises is legally required without liability
		hereunder; provided, that the Company agrees to exercise its best efforts to
		obtain reliable assurance that confidential treatment will be accorded such
		information. Notwithstanding anything herein to the contrary, each of the
		following shall be deemed to be excluded from provisions hereof: any
		Confidential Information that (A) is available to the public from a source
		other than the Company, (B) is released in writing by the Manager to the public
		or to persons who are not under similar obligation of confidentiality to the
		Manager, or (C) is obtained by the Company from a third-party without breach by
		such third-party of an obligation of confidence with respect to the
		Confidential Information disclosed.  For the avoidance of doubt,
		information about the systems, employees, policies, procedures and investment
		portfolio (other than investments in which the Company and Manager have
		co-invested) of the Manager shall be deemed to be included within the meaning
		of “Confidential Information” for purposes of the Company’s
		obligations pursuant to this Section 5(b).
	 

	 
		
	 

	 
		Section 6.
	 

	 
		Compensation.  (a)  For the
		services rendered under this Agreement, the Company shall pay to the Manager
		the Base Management Fee and the Incentive Fee. 
	 

	 
		(b)
	 

	 
		The parties acknowledge that the Base Management Fee is intended to
		compensate the Manager for the costs and expenses of its executive officers and
		employees (and certain related overhead not otherwise reimbursable under
		Section 7 below)
	 

	 
		
 

	 

	 
		12
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		incurred in providing to the Company the investment advisory services and
		certain general management services rendered under this Agreement.
	 

	 
		(c)
	 

	 
		The Manager will not receive any compensation for the period prior to the
		Closing Date other than expenses incurred and reimbursed pursuant to the
		provisions of Section 7 hereunder.
	 

	 
		(d)
	 

	 
		The Base Management Fee shall be payable in arrears in cash, in monthly
		installments commencing with the month in which this Agreement was executed
		(with such initial payment pro-rated based on the number of days during such
		month that this Agreement was in effect), and the Manager shall calculate each
		installment thereof, and deliver such calculation to the Board of Directors,
		within fifteen (15) Business Days following the last day of each calendar
		month.  The Company shall pay the Manager each installment of the Base
		Management Fee (each, a “Management Fee Payment”) within five
		(5) Business Days after the date of delivery to the Board of Directors of such
		computations.
	 

	 
		(e)
	 

	 
		The Manager shall compute each installment of the Incentive Fee within 45
		days after the end of the calendar quarter with respect to which such
		installment is payable. A copy of the computations made by the Manager to
		calculate such installment (the “Incentive Fee Computation
		Notice”) shall thereafter promptly be delivered to the Board of
		Directors and, upon such delivery, payment of such installment of the Incentive
		Fee shown therein shall be due and payable within ten (10) Business Days after
		the date of delivery to the Board of Directors of such computations.
	 

	 
		(f)
	 

	 
		The Manager may elect in the Incentive Fee Computation Notice to receive
		all or a portion of the Incentive Fee (subject to restrictions under securities
		laws and the NYSE and to the remaining provisions of this Section 6(f) and the
		provisions of Sections 6(g) and 6(h)) in shares of Common Stock and the
		remainder thereof shall be paid in cash.  For purposes of this
		computation, Common Stock includes shares issued and outstanding (whether
		vested or unvested or forfeiture or non-forfeitable) and shares to be issued
		upon exercise of outstanding stock options (whether such options are
		exercisable or nonexercisable).  The Manager’s receipt of shares of
		Common Stock in accordance herewith shall be subject to all applicable
		securities exchange rules and securities laws (including prohibitions on
		insider trading).  All shares of Common Stock paid to the Manager as
		Incentive Fee will be fully vested upon issuance; provided, that the
		Manager agrees not to sell such shares of Common Stock for a period of one (1)
		year from the date the Incentive Fee being paid in Common Stock became due and
		payable.  Notwithstanding such restriction and subject to compliance with
		all applicable securities laws (including prohibitions on insider trading), the
		Manager shall have the right to allocate such shares in its sole and absolute
		discretion to its officers, employees and other individuals who provide
		services to it at any time.  In addition, the foregoing restrictions
		regarding the sale of such shares shall terminate upon termination or
		non-renewal of this Agreement.
	 

	 
		(g)
	 

	 
		Shares of Common Stock payable as the Incentive Fee shall be valued as
		follows:
	 

	 
		(i)
	 

	 
		if such shares are traded on a securities exchange, the value shall be
		deemed to be the closing price of the shares on such exchange on the Business
		Day prior to the issuance of such shares;
	 

	 
		
 

	 

	 
		13
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		(ii)
	 

	 
		if such shares are actively traded over-the-counter, the value shall be
		deemed to be the average of the closing bid or sales price, as applicable, on
		the Business Day prior to the issuance of such shares; and
	 

	 
		(iii)
	 

	 
		if there is no active public market for such shares, the value shall be
		the fair market value thereof, as reasonably determined in good faith by the
		Board of Directors (including a majority of the Independent Directors) of the
		Company.
	 

	 
		(h)
	 

	 
		If at any time the Manager shall, in connection with a determination of
		fair market value made by the Board of Directors, (i) dispute such
		determination in good faith by more than five percent (5%), and (ii) such
		dispute cannot be resolved between the Independent Directors and the Manager
		within ten (10) Business Days after the Manager provides written notice to the
		Company of such dispute (the “Valuation Notice”), then the
		matter shall be resolved by an independent appraiser of recognized standing
		selected jointly by the Independent Directors and the Manager within not more
		than twenty (20) days after the Valuation Notice.  In the event the
		Independent Directors and the Manager cannot agree with respect to such
		selection within the aforesaid twenty (20) day time-frame, the Independent
		Directors shall select one such independent appraiser and the Manager shall
		select one independent appraiser within five (5) Business Days after the
		expiration of the twenty (20) day period, with one additional such appraiser
		(the “Last Appraiser”) to be selected by the appraisers so
		designated within five (5) Business Days after their selection.  Any
		valuation decision made by the Last Appraiser shall be deemed final and binding
		upon the Board of Directors and the Manager and shall be delivered to the
		Manager and the Company within not more than fifteen (15) days after the
		selection of the Last Appraiser.  The expenses of the appraisal shall be
		paid by the party with the estimate which deviated the furthest from the final
		valuation decision made by the appraisers.
	 

	 
		
	 

	 
		Section 7.
	 

	 
		Expenses of the Company.  (a)
		 The Manager shall be responsible for employment expenses of the
		Manager’s employees (including the officers and directors of the Company
		who are also employees of the Manager), including salaries, bonus and other
		wages, payroll taxes and the cost of employee benefit plans of such
		personnel.
	 

	 
		(b)
	 

	 
		The Company shall pay all of its costs and expenses and shall reimburse
		the Manager or its Affiliates for expenses of the Manager and its Affiliates
		incurred on behalf of the Company, excepting only those expenses that are
		specifically the responsibility of the Manager pursuant to Section 7(a) of this
		Agreement. Without limiting the generality of the foregoing, it is specifically
		agreed that the following costs and expenses of the Company or any Subsidiary
		shall be paid by the Company and shall not be paid by the Manager or Affiliates
		of the Manager:
	 

	 
		(i)
	 

	 
		all costs and expenses associated with the Company’s formation and
		capital raising activities of the Company and its Subsidiaries, if any,
		including the costs and expenses of the preparation of the Company’s
		registration statements, any and all costs and expenses of the Initial Public
		Offering of the Company, any subsequent offerings and any filing fees and costs
		of being a public company, including filings with the SEC, the National
		Association of Securities Dealers, Inc. and the NYSE (and any other exchange or
		over-the-counter market), among other such entities;
	 

	 
		
 

	 

	 
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		(ii)
	 

	 
		all costs and expenses in connection with the acquisition, disposition,
		development, protection, maintenance, financing, hedging, administration and
		ownership of the Company’s or any Subsidiary’s investment assets,
		including costs and expenses incurred in contracting with third parties,
		including Affiliates of the Manager, to provide such services, such as legal
		fees, accounting fees, consulting fees, trustee fees, appraisal fees, insurance
		premiums, commitment fees, brokerage fees, guaranty fees, ad valorem taxes,
		costs of foreclosure, maintenance, repair and improvement of property and
		premiums for insurance on property owned or leased by the Company or any
		Subsidiary;
	 

	 
		(iii)
	 

	 
		all legal, audit, accounting, consulting, underwriting, brokerage,
		listing, filing, custodian, transfer agent, rating agency, registration and
		other fees and charges, printing, engraving and other expenses and taxes
		incurred in connection with the issuance, distribution, transfer, registration
		and stock exchange listing of the Company’s or any Subsidiary’s
		equity securities or debt securities;
	 

	 
		(iv)
	 

	 
		all costs and expenses in connection with legal, accounting, due
		diligence, asset management, securitization, property management, leasing tasks
		and other services that outside professionals or outside consultants perform on
		behalf of the Company;
	 

	 
		(v)
	 

	 
		all expenses relating to communications to holders of equity securities
		or debt securities issued by the Company or any Subsidiary and the other third
		party services utilized in maintaining relations with holders of such
		securities and in complying with the continuous reporting and other
		requirements of governmental bodies or agencies (including the SEC), including
		any costs of computer services in connection with this function, the cost of
		printing and mailing certificates for such securities and proxy solicitation
		materials and reports to holders of the Company’s or any Subsidiary’s
		securities and the cost of any reports to third parties required under any
		indenture to which the Company or any Subsidiary is a party;
	 

	 
		(vi)
	 

	 
		all costs and expenses of money borrowed by the Company or its
		Subsidiaries, if any, including principal, interest and the costs associated
		with the establishment and maintenance of any credit facilities, warehouse
		loans, repurchase facilities and other indebtedness of the Company and its
		Subsidiaries, if any (including commitment fees, legal fees, closing and other
		costs);
	 

	 
		(vii)
	 

	 
		all taxes and license fees applicable to the Company or any Subsidiary,
		including interest and penalties thereon;
	 

	 
		(viii)
	 

	 
		all fees paid to and expenses of third-party advisors and independent
		contractors, consultants, managers and other agents engaged by the Company or
		any Subsidiary or by the Manager for the account of the Company or any
		Subsidiary;
	 

	 
		(ix)
	 

	 
		all insurance costs incurred by the Company or any Subsidiary, including
		any costs to obtain liability or other insurance to indemnify the Manager and
		underwriters of any securities of the Company;
	 

	 
		(x)
	 

	 
		all costs and expenses relating to the acquisition of, and maintenance
		and upgrades to, the Company’s portfolio accounting systems;
	 

	 
		(xi)
	 

	 
		all compensation and fees paid to directors of the Company or any
		Subsidiary (excluding those directors who are also officers or employees of the
		Manager),
	 

	 
		
 

	 

	 
		15
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		all expenses of directors of the Company or any Subsidiary (including
		those directors who are also employees of the Manager), the cost of directors
		and officers liability insurance and premiums for errors and omissions
		insurance, and any other insurance deemed necessary or advisable by the Board
		of Directors for the benefit of the Company and its directors and officers
		(including those directors who are also employees of the Manager);
	 

	 
		(xii)
	 

	 
		all third-party legal, accounting and auditing fees and expenses and
		other similar services relating to the Company’s or any Subsidiary’s
		operations (including all quarterly and annual audit or tax fees and expenses);

	 

	 
		(xiii)
	 

	 
		all third-party legal, expert and other fees and expenses relating to any
		actions, proceedings, lawsuits, demands, causes of action and claims, whether
		actual or threatened, made by or against the Company, or which the Company is
		authorized or obligated to pay under applicable law or its Governing
		Instruments or by the Board of Directors;
	 

	 
		(xiv)
	 

	 
		subject to Section 8 below, any judgment or settlement of pending or
		threatened proceedings (whether civil, criminal or otherwise) against the
		Company or any Subsidiary, or against any director or officer of the Company or
		any Subsidiary in his capacity as such for which the Company or any Subsidiary
		is required to indemnify such director or officer by any court or governmental
		agency, or settlement of pending or threatened proceedings;
	 

	 
		(xv)
	 

	 
		all travel and related expenses of the Company’s directors and
		officers and the Manager’s employees incurred in connection with attending
		meetings of the Board of Directors or holders of securities of the Company or
		any Subsidiary or performing other business activities that relate to the
		Company or any Subsidiary, including travel and expenses incurred in connection
		with the purchase, consideration for purchase, financing, refinancing, sale or
		other disposition of any investment or potential investment of the Company;
		provided, however, that the Company shall only be responsible for a
		proportionate share of such expenses, as determined by the Manager in good
		faith, where such expenses were not incurred solely for the benefit of the
		Company;
	 

	 
		(xvi)
	 

	 
		all expenses of organizing, modifying or dissolving the Company or any
		Subsidiary and costs preparatory to entering into a business or activity, or of
		winding up or disposing of a business activity of the Company or its
		Subsidiaries, if any;
	 

	 
		(xvii)
	 

	 
		all expenses relating to payments of dividends or interest or
		distributions in cash or any other form made or caused to be made by the Board
		of Directors to or on account of holders of the securities of the Company or
		any Subsidiary, including in connection with any dividend reinvestment plan;
	 

	 
		(xviii)
	 

	 
		all costs and expenses related to the design and maintenance of the
		Company’s web site or sites and associated with any computer software,
		hardware or information technology services that is used primarily for the
		Company;
	 

	 
		(xix)
	 

	 
		costs and expenses incurred with respect to market information systems
		and publications, research publications and materials, and settlement, clearing
		and custodial fees and expenses; provided, however, that the
		Company shall only be
	 

	 
		
 

	 

	 
		16
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		responsible for a proportionate share of such expenses, as determined by
		the Manager in good faith, where such expenses were not incurred solely for the
		benefit of the Company;
	 

	 
		(xx)
	 

	 
		all expenses incurred on behalf of the Company in connection with
		servicing problem or delinquent loans, or special servicing;
	 

	 
		(xxi)
	 

	 
		the costs and expenses incurred with respect to administering the
		Company’s incentive plans;
	 

	 
		(xxii)
	 

	 
		all other expenses actually incurred by the Manager or its Affiliates or
		their respective officers, employees, representatives or agents, or any
		Affiliates thereof, which are reasonably necessary for the performance by the
		Manager of its duties and functions under this Agreement (including any fees or
		expenses relating to the Company’s compliance with all governmental and
		regulatory matters);
	 

	 
		(xxiii)
	 

	 
		rent (including disaster recovery facilities costs and expenses),
		telephone, utilities, office furniture, equipment, machinery and other office,
		internal and overhead expenses of the Manager and its Affiliates required for
		the Company's operations; provided, however, that the Company
		shall only be responsible for a proportionate share of such expenses, as
		determined by the Manager in good faith, where such expenses were not incurred
		solely for the benefit of the Company; and
	 

	 
		(xxiv)
	 

	 
		all other expenses of the Company or any Subsidiary relating to the
		Company’s business and investment operations, including the costs and
		expenses of acquiring, owning, protecting, maintaining, developing and
		disposing of investments, that are not the responsibility of the Manager under
		Section 8(a) of this Agreement.
	 

	 
		(c)
	 

	 
		Costs and expenses incurred by the Manager on behalf of the Company shall
		be reimbursed monthly to the Manager. The Manager shall prepare a written
		statement in reasonable detail documenting the costs and expenses of the
		Company and those incurred by the Manager on behalf of the Company during each
		month, and shall deliver such written statement to the Company within thirty
		(30) days after the end of each month. The Company shall pay all amounts
		payable to the Manager pursuant to this Section 7(c) within ten (10) days after
		the receipt of the written statement without demand, deduction, offset or
		delay.  Cost and expense reimbursement to the Manager shall be subject to
		adjustment at the end of each calendar year in connection with the annual audit
		of the Company.  The Independent Directors shall, on an annual basis,
		review and approve the allocation of shared expenses between the Company and
		the Manager.  The provisions of this Section 7 shall survive the
		expiration or earlier termination of this Agreement to the extent such expenses
		have previously been incurred or are incurred in connection with such
		expiration or termination.
	 

	 
		
	 

	 
		Section 8.
	 

	 
		Limits of the Manager’s Responsibility.  (a)  The Manager assumes no responsibility under
		this Agreement other than to render the services called for hereunder in good
		faith and shall not be responsible for any action of the Board of Directors in
		following or declining to follow any advice or recommendations of the Manager,
		including as set forth in the Conflicts of Interest Policy, the Investment
		Guidelines and the Investment Committee Charter.  The Manager and its
		Affiliates, and the directors, officers, employees and stockholders of the
		Manager and its Affiliates, will not be liable to the Company, any Subsidiary
		of the Company, the Board of Directors, or the Company’s stockholders for
		any acts or omissions by the Manager, its officers, employees or its
		Affiliates, performed in accordance with and pursuant to this
	 

	 
		
 

	 

	 
		17
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		Agreement, except by reason of acts constituting bad faith, willful
		misconduct, gross negligence or reckless disregard of their respective duties
		under this Agreement.  The Company shall, to the full extent lawful,
		reimburse, indemnify and hold harmless the Manager, its Affiliates, and the
		directors, officers, employees and stockholders of the Manager and its
		Affiliates (each, a “Manager Indemnified Party”), of and from
		any and all expenses, losses, damages, liabilities, demands, charges and claims
		of any nature whatsoever (including reasonable attorneys’ fees)
		(collectively “Losses”), in respect of or arising from any
		acts or omissions of such Manager Indemnified Party performed in good faith
		under this Agreement and, in respect of any such Manager Indemnified Party, not
		constituting bad faith, willful misconduct, gross negligence or reckless
		disregard of duties of such Manager Indemnified Party under this Agreement.
		 
	 

	 
		(b)
	 

	 
		The Manager shall, to the full extent lawful, reimburse, indemnify and
		hold harmless the Company, and the directors, officers and stockholders of the
		Company and each Person, if any, controlling the Company (each, a
		“Company Indemnified Party”; a Manager Indemnified Party and a
		Company Indemnified Party are each sometimes hereinafter referred to as an
		“Indemnified Party”) of and from any and all Losses in respect
		of or arising from (i) any acts or omissions of the Manager constituting bad
		faith, willful misconduct, gross negligence or reckless disregard of duties of
		the Manager under this Agreement or (ii) any claims by the Manager’s
		employees relating to the terms and conditions of their employment by the
		Manager.
	 

	 
		(c)
	 

	 
		In case any such claim, suit, action or proceeding (a
		“Claim”) is brought against any Indemnified Party in respect
		of which indemnification may be sought by such Indemnified Party pursuant
		hereto, the Indemnified Party shall give prompt written notice thereof to the
		indemnifying party, which notice shall include all documents and information in
		the possession of or under the control of such Indemnified Party reasonably
		necessary for the evaluation and/or defense of such Claim and shall
		specifically state that indemnification for such Claim is being sought under
		this Section; provided, however, that the failure of the Indemnified
		Party to so notify the indemnifying party shall not limit or affect such
		Indemnified Party’s rights to be indemnified pursuant to this Section.
		 Upon receipt of such notice of Claim (together with such documents and
		information from such Indemnified Party), the indemnifying party shall, at its
		sole cost and expense, in good faith defend any such Claim with counsel
		reasonably satisfactory to such Indemnified Party, which counsel may, without
		limiting the rights of such Indemnified Party pursuant to the next succeeding
		sentence of this Section, also represent the indemnifying party in such
		investigation, action or proceeding.  In the alternative, such Indemnified
		Party may elect to conduct the defense of the Claim, if (i) such Indemnified
		Party reasonably determines that the conduct of its defense by the indemnifying
		party could be materially prejudicial to its interests, (ii) the indemnifying
		party refuses to defend (or fails to give written notice to the Indemnified
		Party within ten (10) days of receipt of a notice of Claim that the
		indemnifying party assumes such defense), or (iii) the indemnifying party shall
		have failed, in such Indemnified Party’s reasonable judgment, to defend
		the Claim in good faith.  The indemnifying party may settle any Claim
		against such Indemnified Party without such Indemnified Party’s consent,
		provided (i) such settlement is without any Losses whatsoever to such
		Indemnified Party, (ii) the settlement does not include or require any
		admission of liability or culpability by such Indemnified Party and (iii) the
		indemnifying party obtains an effective written release of liability for such
		Indemnified Party from the party to the Claim with whom such settlement is
		being made, which release must be
	 

	 
		
 

	 

	 
		18
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		reasonably acceptable to such Indemnified Party, and a dismissal with
		prejudice with respect to all claims made by the party against such Indemnified
		Party in connection with such Claim.  The applicable Indemnified Party
		shall reasonably cooperate with the indemnifying party, at the indemnifying
		party’s sole cost and expense, in connection with the defense or
		settlement of any Claim in accordance with the terms hereof.  If such
		Indemnified Party is entitled pursuant to this Section to elect to defend such
		Claim by counsel of its own choosing and so elects, then the indemnifying party
		shall be responsible for any good faith settlement of such Claim entered into
		by such Indemnified Party.  Except as provided in the immediately
		preceding sentence, no Indemnified Party may pay or settle any Claim and seek
		reimbursement therefor under this Section.
	 

	 
		(d)
	 

	 
		The provisions of this Section 8 shall survive the expiration or earlier
		termination of this Agreement.
	 

	 
		
	 

	 
		Section 9.
	 

	 
		No Joint Venture.  The Company
		and the Manager are not partners or joint venturers with each other and nothing
		herein shall be construed to make them such partners or joint venturers or
		impose any liability as such on either of them.
	 

	 
		
	 

	 
		Section 10.
	 

	 
		Term; Renewal.
	 

	 
		(a)
	 

	 
		Initial Term.  This Agreement shall become effective on the
		Closing Date and shall continue in operation, unless terminated in accordance
		with the terms hereof, until June 30, 2010 (the “Initial
		Term”).
	 

	 
		(b)
	 

	 
		Automatic Renewal Terms.  After the Initial Term, this
		Agreement shall be deemed renewed automatically each year for an additional
		one-year period (an “Automatic Renewal Term”) unless the
		Company or the Manager elects not to renew this Agreement in accordance with
		this Section 10.
	 

	 
		(c)
	 

	 
		Nonrenewal of the Manager.  Notwithstanding any other
		provision of this Agreement to the contrary, the Company may, in connection
		with the expiration of the Initial Term or any Automatic Renewal Term, decline
		to renew this Agreement upon the vote of at least a majority of the Independent
		Directors.  If the Company elects not to renew this Agreement at the
		expiration of the Initial Term or any Automatic Renewal Term, the Company shall
		deliver to the Manager prior written notice (the “Termination
		Notice”) of the Company’s intention not to renew this Agreement
		based upon the terms set forth in this Section 10(c) not less than one hundred
		eighty (180) days prior to the expiration of the then existing term.  If
		the Company so elects not to renew this Agreement, the Company shall designate
		the date (the “Effective Termination Date”), not less than one
		hundred eighty (180) days from the date of the notice, on which the Manager
		shall cease to provide services under this Agreement and this Agreement shall
		expire on such date.  If the Company issues the Termination Notice, the
		Company shall be obligated to pay the Manager the Termination Fee within ninety
		(90) days of the Effective Termination Date.  Notwithstanding the
		foregoing, if the Termination Notice specifies that  the reason for
		termination arises from a decision made by a majority vote of the Independent
		Directors that the compensation payable to the Manager is unfair, the Manager
		shall have the right to renegotiate the compensation payable to Manager under
		this Agreement by delivering to the Company, not less than one hundred twenty
		(120) days prior to the pending Effective Termination Date, written notice (a
		“Notice of Proposal to Negotiate”) of its intention to
		renegotiate the compensation payable to Manager under this Agreement.  
	 

	 
		
 

	 

	 
		19
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		Thereupon, the Company (represented by the Independent Directors) and the
		Manager shall endeavor to negotiate the compensation payable to the Manager
		under this Agreement in good faith.  Provided that the Company and the
		Manager agree to the revised compensation payable to the Manager within sixty
		(60) days following the Company’s receipt of the Notice of Proposal to
		Negotiate, the Termination Notice from the Company shall be deemed of no force
		and effect, and this Agreement shall continue in full force and effect on the
		terms stated herein, except that the compensation payable to Manager under this
		Agreement shall be the revised compensation structure then agreed upon by the
		Company and the Manager.  The Company and the Manager agree to execute and
		deliver an amendment to this Agreement setting forth such revised compensation
		structure promptly upon reaching an agreement regarding same.  In the
		event that the Company and the Manager are unable to agree to a revised
		compensation structure during such sixty (60) day period, this Agreement shall
		expire on the Effective Termination Date and the Company shall be obligated to
		pay the Manager the Termination Fee within ninety (90) days of the Effective
		Termination Date.
	 

	 
		(d)
	 

	 
		No later than one hundred eighty (180) days prior to the expiration of
		the Initial Term or any Renewal Term, the Manager may deliver written notice to
		the Company informing it of the Manager’s intention to decline to renew
		this Agreement, whereupon this Agreement shall not be renewed and extended and
		this Agreement shall expire effective upon expiration of the then current term.
		 In the event that the Manager declines to renew this Agreement, no
		Termination Fee shall be paid.
	 

	 
		(e)
	 

	 
		In the event of expiration or nonrenewal of this Agreement pursuant to
		this Section 10, the parties shall be without any further liability or
		obligation of each other, except as provided in Section 13 of this Agreement
		and except for such obligations as expressly survive the expiration or
		termination of this Agreement.
	 

	 
		
	 

	 
		Section 11.
	 

	 
		Assignments.  (a) This Agreement
		shall terminate automatically without payment of the Termination Fee in the
		event of its assignment, in whole or in part, by the Manager, unless such
		assignment is consented to in writing by the Company with the consent of a
		majority of the Independent Directors.  Any such permitted assignment
		shall bind the assignee under this Agreement in the same manner as the Manager
		is bound.  In addition, the assignee shall execute and deliver to the
		Company a counterpart of this Agreement naming such assignee as the Manager.
		Notwithstanding the foregoing, the Manager may (i) assign this Agreement to an
		Affiliate of the Manager that is a successor to the Manager by reason of a
		restructuring or other internal reorganization among the Manager and any one or
		more of its Affiliates without the consent of a majority of the Independent
		Directors and (ii) delegate to one or more of its Affiliates the performance of
		any of its responsibilities hereunder so long as it remains liable for any such
		Affiliate’s performance.  Nothing contained in this Agreement shall
		preclude any pledge, hypothecation or other transfer of any amounts payable to
		the Manager under this
		Agreement.
	 

	 
		(b)
	 

	 
		The Company shall not assign this Agreement, in whole or in part, unless
		such assignment is consented to in writing by the Manager.  Any such
		permitted assignment shall bind the assignee under this Agreement in the same
		manner as the Company is bound.  In addition, the assignee shall execute
		and deliver to the Manager a counterpart of this Agreement.
	 

	 
		
 

	 

	 
		20
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		

	 

	 
		
	 

	 
		Section 12.
	 

	 
		Termination of the Manager for Cause.  At the option of the Company and at any time during the
		term of this Agreement, this Agreement shall be and become terminated upon
		sixty (60) days’ written notice of termination from the Board of Directors
		to the Manager, without payment of the Termination Fee, if any of the following
		events shall occur, which shall be determined by a majority of the Board of
		Directors (including a majority of the Independent Directors):
	 

	 
		(i)
	 

	 
		the Manager shall commit any act of fraud, misappropriation of funds, or
		embezzlement against the Company in its corporate capacity (as distinguished
		from the acts of any employees of the Manager which are taken without the
		complicity of the board of directors or executive officers of the Manager) or
		shall be grossly negligent in the performance of its duties under this
		Agreement (including such action or inaction by the Manager which materially
		impairs the Company’s ability to conduct its business, but not including
		acts of any employees of the Manager which are taken without the knowledge of
		the Board of Directors or any of the Manager’s executive officers);
	 

	 
		(ii)
	 

	 
		the Manager shall commit a material breach of any provision of this
		Agreement (including the failure of the Manager to use commercially reasonable
		efforts to comply with the Company’s Conflicts of Interest Policy,
		Investment Guidelines and Investment Committee Charter); provided, that
		such default has continued uncured for a period of sixty (60) days after
		written notice thereof, which notice shall contain a request that the same be
		remedied;
	 

	 
		(iii)
	 

	 
		the Manager raises, sponsors, forms or advises any new investment fund,
		company or vehicle, including any REIT, that invests primarily in
		healthcare-related commercial mortgage loans or other commercial
		healthcare-related real estate loans, such as mezzanine loans (but specifically
		excluding commercial mortgage-backed securities and other similar pass through
		securities) in the United States or healthcare-related properties in the United
		States;
	 

	 
		(iv)
	 

	 
		(A) the Manager shall commence any case, proceeding or other action (1)
		under any existing or future law of any jurisdiction, domestic or foreign,
		relating to bankruptcy, insolvency, reorganization or relief of debtors,
		seeking to have an order for relief entered with respect to it, or seeking to
		adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,
		adjustment, winding-up, liquidation, dissolution, composition or other relief
		with respect to it or its debts, or (2) seeking appointment of a receiver,
		trustee, custodian, conservator or other similar official for it or for all or
		any substantial part of its assets, or the Manager shall make a general
		assignment for the benefit of its creditors; or (B) there shall be commenced
		against the Manager any case, proceeding or other action of a nature referred
		to in clause (A) above which (1) results in the entry of an order for relief or
		any such adjudication or appointment or (2) remains undismissed, undischarged
		or unbonded for a period of ninety (90) days; or (C) the Manager shall take any
		action in furtherance of, or indicating its consent to, approval of, or
		acquiescence in, any of the acts set forth in clause (A) or (B) above; or (D)
		the Manager shall generally not, or shall be unable to, or shall admit in
		writing its inability to, pay its debts as they become due;
	 

	 
		(v)
	 

	 
		upon the conviction (including a plea of nolo contendere) of the
		Manager of a felony or the entry of any order or consent decree by any state or
		federal
	 

	 
		
 

	 

	 
		21
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		 regulatory agency or authority, or the settlement by the Manager
		with any such regulatory agency or authority, whether or not such order,
		consent decree or settlement involves the admission or denial of liability,
		with respect to or arising out of any regulatory proceeding where the subject
		matter of the regulatory proceeding involves conduct of the Manager in the
		course of conducting its business as contemplated by this Agreement;
	 

	 
		(vi)
	 

	 
		upon a Change of Control in the Manager, provided that the Company
		exercises its right to terminate this Agreement within the six (6) months
		following such Change of Control; or
	 

	 
		(vii)
	 

	 
		upon the dissolution of the Manager.
	 

	 
		If any of the events specified above shall occur, the Manager shall give
		prompt written notice thereof to the Board of Directors.
	 

	 
		
	 

	 
		Section 13.
	 

	 
		Action Upon Termination.  From
		and after the effective date of expiration or termination of this Agreement
		pursuant to Sections 10, 11, or 12 of this Agreement, the Manager shall not be
		entitled to compensation for further services hereunder, but shall be paid all
		compensation accruing to the date of termination and, if this Agreement is not
		renewed pursuant to Section 10, the Termination Fee.  Upon any such
		termination, the Manager shall forthwith:
	 

	 
		(a)
	 

	 
		after deducting any accrued compensation and reimbursement for its
		expenses to which it is then entitled, pay over to the Company or a Subsidiary
		all money collected and held for the account of the Company or a Subsidiary
		pursuant to this Agreement;
	 

	 
		(b)
	 

	 
		deliver to the Board of Directors a full accounting, including a
		statement showing all payments collected by it and a statement of all money
		held by it, covering the period following the date of the last accounting
		furnished to the Board of Directors with respect to the Company and any
		Subsidiaries; and
	 

	 
		(c)
	 

	 
		deliver to the Board of Directors all property and documents of the
		Company and any Subsidiaries then in the custody of the Manager.
	 

	 
		
	 

	 
		Section 14.
	 

	 
		Release of Money or Other Property Upon Written Request. 
	 

	 
		The Manager agrees that any money or other
		property of the Company (which such term, for the purposes of this Section,
		shall be deemed to include any and all of its Subsidiaries, if any) held by the
		Manager shall be held by the Manager as custodian for the Company, and the
		Manager’s records shall be appropriately and clearly marked to reflect the
		ownership of such money or other property by the Company.  Upon the
		receipt by the Manager of a written request signed by a duly authorized officer
		of the Company requesting the Manager to release to the Company any money or
		other property then held by the Manager for the account of the Company under
		this Agreement, the Manager shall release such money or other property to the
		Company within a reasonable period of time, but in no event later than 60 days
		following such request.  Upon delivery of such money or other property to
		the Company, the Manager shall not be liable to the Company, the Board of
		Directors, or the Company’s stockholders or partners for any acts or
		omissions by the Company in connection with the money or other property
		released to the Company in accordance with this Section.  The Company
		shall indemnify the Manager, its directors, officers, stockholders, employees
		and agents against any and all expenses, losses, damages, liabilities, demands,
		charges and claims of any nature whatsoever, which arise
	 

	 
		
 

	 

	 
		22
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		in connection with the Manager’s release of such money or other
		property to the Company in accordance with the terms of this Section 14.
		 Indemnification pursuant to this provision shall be in addition to any
		right of the Manager to indemnification under Section 8 of this Agreement.
	 

	 
		
	 

	 
		Section 15.
	 

	 
		Representations and Warranties.  (a)  The Company hereby represents and warrants to
		the Manager as follows:
	 

	 
		(i)
	 

	 
		The Company is duly organized, validly existing and in good standing
		under the laws of Maryland, has the corporate power and authority and the legal
		right to own and operate its assets, to lease any property it may operate as
		lessee and to conduct the business in which it is now engaged and is duly
		qualified as a foreign corporation and in good standing under the laws of each
		jurisdiction where its ownership or lease of property or the conduct of its
		business requires such qualification, except for failures to be so qualified,
		authorized or licensed that could not in the aggregate have a material adverse
		effect on the business operations, assets or financial condition of the Company
		and its Subsidiaries, if any, taken as a whole.
	 

	 
		(ii)
	 

	 
		The Company has the corporate power and authority and the legal right to
		make, deliver and perform this Agreement and all obligations required hereunder
		and has taken all necessary corporate action to authorize this Agreement on the
		terms and conditions hereof and the execution, delivery and performance of this
		Agreement and all obligations required hereunder.  No consent of any other
		Person, including stockholders and creditors of the Company, and no license,
		permit, approval or authorization of, exemption by, notice or report to, or
		registration, filing or declaration with, any governmental authority, is
		required by the Company in connection with this Agreement or the execution,
		delivery, performance, validity or enforceability of this Agreement and all
		obligations required hereunder.  This Agreement has been, and each
		instrument or document required hereunder will be, executed and delivered by a
		duly authorized officer of the Company, and this Agreement constitutes, and
		each instrument or document required hereunder when executed and delivered
		hereunder will constitute, the legally valid and binding obligation of the
		Company enforceable against the Company in accordance with its terms.
	 

	 
		(iii)
	 

	 
		The execution, delivery and performance of this Agreement and the
		documents or instruments required hereunder will not violate any provision of
		any existing law or regulation binding on the Company, or any order, judgment,
		award or decree of any court, arbitrator or governmental authority binding on
		the Company, or the Governing Instruments of, or any securities issued by the
		Company or of any mortgage, indenture, lease, contract or other agreement,
		instrument or undertaking to which the Company is a party or by which the
		Company or any of its assets may be bound, the violation of which would have a
		material adverse effect on the business operations, assets or financial
		condition of the Company and its Subsidiaries, if any, taken as a whole, and
		will not result in, or require, the creation or imposition of any lien or any
		of its property, assets or revenues pursuant to the provisions of any such
		mortgage, indenture, lease, contract or other agreement, instrument or
		undertaking.
	 

	 
		(b)
	 

	 
		The Manager hereby represents and warrants to the Company as follows:
	 

	 
		
 

	 

	 
		23
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		

	 

	 
		(i)
	 

	 
		The Manager is duly organized, validly existing and in good standing
		under the laws of Delaware, has the corporate power and authority and the legal
		right to own and operate its assets, to lease the property it operates as
		lessee and to conduct the business in which it is now engaged and is duly
		qualified as a foreign corporation and in good standing under the laws of each
		jurisdiction where its ownership or lease of property or the conduct of its
		business requires such qualification, except for failures to be so qualified,
		authorized or licensed that could not in the aggregate have a material adverse
		effect on the business operations, assets or financial condition of the
		Manager.
	 

	 
		(ii)
	 

	 
		The Manager has the corporate power and authority and the legal right to
		make, deliver and perform this Agreement and all obligations required hereunder
		and has taken all necessary corporate action to authorize this Agreement on the
		terms and conditions hereof and the execution, delivery and performance of this
		Agreement and all obligations required hereunder.  No consent of any other
		Person, including members and creditors of the Manager, and no license, permit,
		approval or authorization of, exemption by, notice or report to, or
		registration, filing or declaration with, any governmental authority, is
		required by the Manager in connection with this Agreement or the execution,
		delivery, performance, validity or enforceability of this Agreement and all
		obligations required hereunder.  This Agreement has been, and each
		instrument or document required hereunder will be, executed and delivered by a
		duly authorized officer of the Manager, and this Agreement constitutes, and
		each instrument or document required hereunder when executed and delivered
		hereunder will constitute, the legally valid and binding obligation of the
		Manager enforceable against the Manager in accordance with its terms.
	 

	 
		(iii)
	 

	 
		The execution, delivery and performance of this Agreement and the
		documents or instruments required hereunder will not violate any provision of
		any existing law or regulation binding on the Manager, or any order, judgment,
		award or decree of any court, arbitrator or governmental authority binding on
		the Manager, or the Governing Instruments of, or any securities issued by the
		Manager or of any mortgage, indenture, lease, contract or other agreement,
		instrument or undertaking to which the Manager is a party or by which the
		Manager or any of its assets may be bound, the violation of which would have a
		material adverse effect on the business operations, assets or financial
		condition of the Manager, and will not result in, or require, the creation or
		imposition of any lien or any of its property, assets or revenues pursuant to
		the provisions of any such mortgage, indenture, lease, contract or other
		agreement, instrument or undertaking.
	 

	 
		
	 

	 
		Section 16.
	 

	 
		Miscellaneous.  (a)
		 Notices.  All notices, requests and demands to or upon
		the respective parties hereto to be effective shall be in writing (including by
		telecopy), and, unless otherwise expressly provided herein, shall be deemed to
		have been duly given or made when delivered against receipt or upon actual
		receipt of (i) personal delivery, (ii) delivery by reputable overnight courier,
		(iii) delivery by facsimile transmission with telephonic confirmation or (iv)
		delivery by registered or certified mail, postage prepaid, return receipt
		requested, addressed as set forth below (or to such other address as may be
		hereafter notified by the respective parties hereto in accordance with this
		Section 16):
	 

	 
		
 

	 

	 
		24
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		
 

	 

	 		
	
			 
				          
				          The Company:
			 

		  	
			 
				Care Investment Trust Inc.
			 

			 
				c/o CIT Healthcare LLC
			 

			 
				505 Fifth Avenue
			 

			 
				New York, New York 10017
			 

			 
				Attention:  Chief Executive Officer
			 

			 
				Fax: (212) 771-9317
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				          
				          with a copy to:
			 

		  	
			 
				Skadden, Arps, Slate, Meagher & Flom LLP
			 

			 
				4 Times Square
			 

			 
				New York, New York 10036
			 

			 
				Attention:  David J. Goldschmidt, Esq.
			 

			 
				Fax:  (917) 777-3574
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				          
				          The Manager:
			 

		  	
			 
				CIT Healthcare LLC
			 

			 
				505 Fifth Avenue
			 

			 
				New York, New York 10017
			 

			 
				Attention:  Chief Executive Officer
			 

			 
				Fax:  (212) 771-9317
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				          
				          with a copy to:
			 

		  	
			 
				CIT Healthcare LLC
			 

			 
				505 Fifth Avenue
			 

			 
				New York, New York 10017
			 

			 
				Attention:  Chief Legal Officer
			 

			 
				Fax:  (212) 771-9317
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  


	 
		(b)
	 

	 
		Binding Nature of Agreement; Successors and Assigns.  This
		Agreement shall be binding upon and inure to the benefit of the parties hereto
		and their respective heirs, personal representatives, successors and assigns as
		provided herein.
	 

	 
		(c)
	 

	 
		No Third Party Beneficiaries.  This Agreement is not intended
		to confer upon any person other than the parties any rights or remedies.
	 

	 
		(d)
	 

	 
		Integration.  This Agreement contains the entire agreement
		and understanding among the parties hereto with respect to the subject matter
		hereof, and supersedes all prior and contemporaneous agreements,
		understandings, inducements and conditions, express or implied, oral or
		written, of any nature whatsoever with respect to the subject matter hereof.
		 The express terms hereof control and supersede any course of performance
		and/or usage of the trade inconsistent with any of the terms hereof.
	 

	 
		(e)
	 

	 
		Amendments.  Neither this Agreement nor any terms hereof may
		be amended, supplemented, modified or waived except in an instrument in writing
		executed by the parties hereto, which shall be approved by a majority of the
		Independent Directors.
	 

	 
		(f)
	 

	 
		GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
		PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
		INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT
		REGARD TO PRINCIPLES OF CONFLICTS OF LAW.  EACH OF THE PARTIES HERETO
		IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF
		NEW YORK AND THE UNITED STATES DISTRICT COURT FOR ANY DISTRICT WITHIN
	 

	 
		
 

	 

	 
		25
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		SUCH STATE FOR THE PURPOSE OF ANY ACTION OR JUDGMENT RELATING TO OR
		ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY
		AND TO THE LAYING OF VENUE IN SUCH COURT.
	 

	 
		(g)
	 

	 
		WAIVER OF JURY TRIAL.  EACH PARTY HERETO ACKNOWLEDGES AND AGREES
		THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
		COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY
		IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY
		APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO
		ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
		OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
		AGREEMENT.
	 

	 
		(h)
	 

	 
		Survival of Representations and Warranties.  All
		representations and warranties made hereunder, and in any document, certificate
		or statement delivered pursuant hereto or in connection herewith shall survive
		the execution and delivery of this Agreement.
	 

	 
		(i)
	 

	 
		No Waiver; Cumulative Remedies.  No failure to exercise and
		no delay in exercising, on the part of a party hereto, any right, remedy, power
		or privilege hereunder shall operate as a waiver thereof; nor shall any single
		or partial exercise of any right, remedy, power or privilege hereunder preclude
		any other or further exercise thereof or the exercise of any other right,
		remedy, power or privilege.  The rights, remedies, powers and privileges
		herein provided are cumulative and not exclusive of any rights, remedies,
		powers and privileges provided by law.
	 

	 
		(j)
	 

	 
		Section Headings.  The section and subsection headings in
		this Agreement are for convenience in reference only and shall not be deemed to
		alter or affect the interpretation of any provisions hereof.
	 

	 
		(k)
	 

	 
		Counterparts.  This Agreement may be executed by the parties
		to this Agreement on any number of separate counterparts (including by
		telecopy), and all of said counterparts taken together shall be deemed to
		constitute one and the same instrument.
	 

	 
		(l)
	 

	 
		Severability.  Any provision of this Agreement which is
		prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
		be ineffective to the extent of such prohibition or unenforceability without
		invalidating the remaining provisions hereof, and any such prohibition or
		unenforceability in any jurisdiction shall not invalidate or render
		unenforceable such provision in any other jurisdiction.
	 

	 
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		26
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		IN WITNESS WHEREOF, each of the parties hereto have executed this
		Management Agreement as of the date first written above.
	 

	 
		CARE INVESTMENT TRUST INC.
	 

	 
		By:
		                                                         


	 

	 
		Name:
	 

	 
		F. Scott Kellman

	 

	 
		Title:
	 

	 
		President and Chief Executive Officer
	 

	 
	 

	 
		CIT HEALTHCARE LLC
	 

	 
		By:
		                                                         


	 

	 
		Name:
	 

	 
		Flint D. Besecker

	 

	 
		Title:
	 

	 
		President
	 

	 
		

	 

	 
		\
	 

	 
		
 

	 

	 
		27
	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		Exhibit A
	 

	 
		Conflicts of Interest Policy
	 

	 
		Capitalized terms used but not defined herein shall have the meanings
		ascribed thereto in that certain Management Agreement, dated as of June [__],
		2007, as may be amended from time to time (the “Management
		Agreement”), by and between Care Investment Trust Inc. (the
		“Company”) and CIT Healthcare LLC (the
		“Manager”).
	 

	 
		Special Provisions Relating to Allocation of Opportunities,
		Co-Investments and Certain Shared Services:
	 

	 
		1.
	 

	 
		The Company shall have the first right to invest in all assets originated
		by or presented to the Manager with one or more of the following
		characteristics, regardless of how such asset is originated or otherwise
		identified by the Manager, unless otherwise specified below:
	 

	 
		(a)
	 

	 
		any mortgage loan with a total principal amount of over $75 million;
	 

	 
		(b)
	 

	 
		any investment opportunity which constitutes equity or preferred equity;
	 

	 
		(c)
	 

	 
		any investment opportunity which constitutes mezzanine loans or B Notes;
		and
	 

	 
		(d)
	 

	 
		any investment that the Manager originates and elects to syndicate.
	 

	 
		2.
	 

	 
		The Company shall also have the right to invest in any other mortgage or
		real estate related asset that the Manager elects not to invest in for any
		reason, including failure to satisfy the Manager’s investment criteria or
		concentration issues.
	 

	 
		3.
	 

	 
		The Company shall not purchase from, or co-invest (i.e., co-originate or
		co-purchase from an unaffiliated third party) with, the Manager unless (A) if
		the co-investment is made on a pari passu basis, the economic terms (exclusive
		of any administrative fees payable to the Manager as agent) shall be at least
		as favorable to the Company as to the Manager and (B) if the co-investment
		results in the Manager and the Company holding Debt Tranches (defined below) of
		different priorities, the terms of the Company’s Debt Tranche (defined
		below) comply with the following: (1) if purchased in the secondary market from
		an unaffiliated third party, the Company's investment shall be upon such terms
		as are offered by such third party and (2) if purchased or part of a
		co-origination with the Manager, (y) the Company's investment shall, if there
		is one or more third party participants in the Company’s Debt Tranche, be
		upon terms no less favorable than the most favored third party participant in
		the Company’s Debt Tranche and (z) the Company's investment shall, if
		there are no other participants in the Company’s Debt Tranche, be upon
		then current market terms for similar investments purchased in arms length
		transactions as reasonably determined by the Manager based upon third party
		bids received or published market data; provided, however, in the
		event that third party bids or published market data is not available to the
		Manager, the Company's investment be approved by a majority of the Independent
		Directors.
	 

	 
		4.
	 

	 
		In the event that (i) the Company shall invest in a loan (or portion of a
		loan) that is secured (directly or indirectly) by the same underlying real
		estate asset that secures a loan (or tranche or other portion of a loan) of a
		different priority held by the Manager or (ii) the Manager or the Company holds
		a preferred equity interest in a real estate asset that (directly or
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		indirectly) secures a loan in which the other party hereto has an
		interest (each such loan, loan tranche or other loan portion, or preferred
		equity interest being a “Debt Tranche”), then, if each of the
		Manager and the Company holds a majority of its respective Debt Tranche, a
		majority of the Independent Directors may, upon the occurrence of (i) a
		material default in respect of the Debt Tranche in which the Company holds an
		interest (the “Company’s Debt Tranche”) or (ii) any
		request to amend, modify or waive any material term of the Company’s Debt
		Tranche in order to avoid a pending material default, retain a reputable
		independent third party special servicer or adviser to advise the Board of
		Directors with respect to all material rights, remedies, enforcement actions,
		amendments and requests for waivers or consents in respect of the
		Company’s Debt Tranche, and the cost of such servicer or adviser shall be
		deducted from any Base Management Fee payable to the Manager in respect of the
		Company’s Debt Tranche, provided, however, that such costs
		shall not exceed the lesser of the special servicer fee and the Base Management
		Fee allocable to the Equity allocable to such loan.
	 

	 
		5.
	 

	 
		The Company shall not invest (i) in any loan secured (directly or
		indirectly) by a real estate asset in which the Manager has an equity interest
		(other than preferred equity) or (ii) in any equity interest (other than
		preferred equity) in any real estate asset which secures (directly or
		indirectly) any loan held by the Manager.
	 

	 
		6.
	 

	 
		In connection with any investment purchased from the Manager or any
		co-investment or participation with the Manger, the Manager shall provide the
		Company with its pro rata portion of any fees collected from the borrower on
		such investment.
	 

	 
		7.
	 

	 
		The legal department of the Manager shall provide legal services to the
		Company such as advice as to corporate governance matters, regulatory
		requirements, tax matters, litigation matters and such other matters as the
		Company or the Board of Directors may from time to time reasonably request, and
		in the provision of such legal services the Company, its officers and directors
		shall, to the extent permitted by applicable law, be entitled to all
		attorney-client privileges available under applicable law and all fiduciary
		obligations owed by attorneys to their clients under applicable law.
		 Notwithstanding the foregoing, in order to mitigate possible conflicts of
		interest, the Company shall retain separate external counsel (i) by action of
		the Independent Directors, with respect to (1) any disputes between the Manager
		and Company arising under this Agreement or any other agreement between the
		Manager and Company, (2) any transaction of the kind described in Section 3,
		(3) any investment for which a majority of the Independent Directors has
		retained a special servicer or adviser in accordance with Section 4 and (4) any
		matter that a majority of the Independent Directors identifies as a situation
		where the dual representation of the Company and the Manager presents an actual
		or apparent conflict of interest; and (ii) at the option of the Manager,
		Company or any Independent Director, with respect to any other matter.
	 

	 
		This Conflicts of Interest Policy may be amended, restated, modified,
		supplemented or waived by the Manager and the Company (which approval must
		include a majority of the Independent Directors) without the approval of the
		Company’s stockholders.
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
 
	 
		

	 

	 
		

	 

	 
		Exhibit B
	 

	 
		Investment Guidelines
	 

	 
		Capitalized terms used but not defined herein shall have the meanings
		ascribed thereto in that certain Management Agreement, dated as of June [__],
		2007, as may be amended from time to time (the “Management
		Agreement”), by and between Care Investment Trust Inc. (the
		“Company”) and CIT Healthcare LLC (the
		“Manager”).
	 

	 
		1.
	 

	 
		No investment shall be made that would cause the Company to fail to
		qualify as a REIT under the Code;
	 

	 
		2.
	 

	 
		No investment shall be made that would cause the Company to be regulated
		as an investment company under the Investment Company Act;
	 

	 
		3.
	 

	 
		The Company shall not invest more than 20% of its Equity, determined as
		of the date of such investment, in any single asset (except with respect to the
		initial assets contributed by CIT Real Estate Holding Corporation to the
		Company in connection with the Initial Public Offering) and the Company shall
		not invest more than 40% of its Equity, determined as of the date of such
		investment, in projects controlled by a single borrower or group of affiliated
		borrowers that would form a consolidated group under GAAP;
	 

	 
		4.
	 

	 
		The Company shall generally maintain leverage not exceeding 80% of the
		total value of its investments;
	 

	 
		5.
	 

	 
		The Company shall maintain a portfolio of assets that are geographically
		diverse;
	 

	 
		6.
	 

	 
		No investment shall be made that does not comply with the Conflicts of
		Interest Policy; and
	 

	 
		7.
	 

	 
		The Manager must seek the approval of a majority of the Independent
		Directors before engaging in any transaction that is in contravention of these
		Investment Guidelines.
	 

	 
		These Investment Guidelines may be amended, restated, modified,
		supplemented or waived by the Board of Directors (which must include a majority
		of the Independent Directors) without the approval of the Company’s
		stockholders.