Exhibit 10.3
	 

	 
		FORM OF
	 

	 
		CONTRIBUTION AGREEMENT
	 

	 
		This CONTRIBUTION AGREEMENT (this
		“Agreement”), dated as of June [__], 2007, is by and between
		CIT Real Estate Holding Corporation, a Delaware corporation
		(“CIT Holding”) and Care Investment Trust Inc., a Maryland
		corporation (the “Company”).
	 

	 
		W
		I T
		N E
		S S
		E T
		H:
	 

	 
		WHEREAS, CIT Holding desires to contribute
		all of its right, title and interest to the assets set forth on Schedule 1
		hereto (collectively, the “Initial
		Assets”) to the Company in
		exchange for the issuance of 3,306,250 shares of common stock, par value $0.001
		per share, of the Company (the “Common Stock”) and a cash payment of $________________ (the
		“Cash Payment”) from the net proceeds of the initial public
		offering of shares of common stock of the Company (the “IPO”);
	 

	 
		WHEREAS, the Company desires to issue the
		Common Stock and to deliver the Cash Payment to CIT Holding in exchange for CIT
		Holding’s contribution of the Initial Assets.
	 

	 
		NOW, THEREFORE, in consideration for the
		foregoing and other good and valuable consideration, the receipt of which is
		hereby acknowledged, the parties hereto agree as follows:
	 

	 
		Section 1. Contribution
		of the Initial Assets. On the terms and
		subject to the conditions of this Agreement, CIT Holding shall transfer,
		assign, convey and deliver to the Company all right, title and interest in and
		to the Initial Assets.
	 

	 
		Section 2. Payment for the Initial Assets. In consideration for the contribution of the Initial
		Assets, the Company shall (i) issue 3,306,250 shares of Common Stock to CIT
		Holding and (ii) make the Cash Payment to CIT Holding. The Cash Payment shall
		be proportionately adjusted downward to reflect any payments made to or
		received by CIT Holding pursuant to Section 4(a)(i) and (ii).
	 

	 
		Section 3. Closing. The
		closing (the “Closing”)
		of the contribution of the Initial Assets and the payment therefore, including
		the issuance of the Common Stock and the delivery of the Cash Payment, shall be
		held at the offices of Skadden, Arps, Slate, Meagher & Flom LLP on the date
		of the closing of the IPO.
	 

	 
		Section 4. Closing Allocations. 
	 

	 
		(a) Payments Belonging to CIT Holding. CIT Holding is entitled to (i) all payments of
		principal on the Initial Assets, as well as any prepayment penalty or premium
		associated therewith, that are due on or before the Closing Date and that are
		collected on or before that date, (ii) all payments of principal on the Initial
		Assets, as well as any prepayment penalty or premium associated therewith, that
		are due on or before the Closing Date and that are 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		collected after that date, and (iii) all
		payments of interest that represent interest accruing on the Initial Assets
		through and including the day prior to the Closing Date. If and to the extent
		any such payments are received by the Company, the Company will remit such
		payments to CIT Holding promptly upon receipt thereof. Notwithstanding its
		status as owner of the Initial Assets after the Closing, the Company will not
		waive or forgive (or otherwise forbear from the enforcement and collection of)
		such payments.
	 

	 
		(b) Payments Belonging to the Company. The Company is entitled to (i) all payments of
		principal on the Initial Assets, as well as any prepayment penalty or premium
		associated therewith, that are collected by CIT Holding on or prior to the
		Closing Date and due after the Closing Date, (ii) all payments of principal on
		the Initial Assets, as well as any prepayment penalty or premium associated
		therewith, that are collected after the Closing Date and due after the Closing
		Date, and (iii) all payments of interest that represent interest accruing on
		the Initial Assets on and after the Closing Date and that are collected after
		the Closing Date. If and to the extent any such payments are received by CIT
		Holding, CIT Holding will remit such payments to the Company promptly upon
		receipt thereof.
	 

	 
		Section 5. Deliveries at Closing.
	 

	 
		(a) CIT Holding shall deliver to the Company
		at the Closing:
	 

	 
		(i) with respect to each of the Initial
		Assets identified on Schedule 1 hereto, such endorsements, assignment and
		assumption agreements and other instruments of transfer, all in the form
		satisfactory to the Company, as may be required to vest good title in and to
		the Initial Assets in the Company (“Transfer Instruments”), executed by CIT Holding and each other required
		party other than the Company; 
	 

	 
		(ii) copies of any approvals or consents
		required under the underlying loan documents more particularly described on
		Schedule 1 hereto in order to consummate the transfers herein contemplated.
		Schedule 1 identifies each Initial Asset that requires a consent in connection
		with the transaction herein contemplated; and
	 

	 
		(iii) any books and records with respect to
		each of the Initial Assets identified on Schedule 1 hereto.
	 

	 
		(b) the Company shall deliver to CIT Holding
		at the Closing:
	 

	 
		(i) a certificate or other documentation
		evidencing 3,306,250 shares of its Common Stock; 
	 

	 
		(ii) the Cash Payment by wire transfer of
		immediately available funds to an account designated by CIT Holding in
		accordance with written wire instructions delivered by CIT Holding to the
		Company; and
	 

	 
		 
	 

	 
		 
	 

	 
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		(iii) to the extent applicable, counterparts
		of the Transfer Instruments executed by the Company. 
	 

	 
		Section 6. Conditions to Closing.
	 

	 
		(a) The obligation of CIT Holding to
		contribute the Initial Assets to the Company in exchange for the Common Stock
		and the Cash Payment is subject to the following conditions (which conditions
		may be waived by CIT Holding in CIT Holding’s sole discretion):
	 

	 
		(i) that at the time of the Closing, each of
		the representations and warranties of the Company made in this Agreement shall
		be true and correct; and
	 

	 
		(ii) all required approvals and consents to
		the transactions contemplated by this Agreement shall have been obtained from
		all necessary third parties; and
	 

	 
		(iii) the IPO shall have been
		consummated.
	 

	 
		(b) The obligation of the Company to issue
		the Common Stock and make the Cash Payment to CIT Holding in exchange for the
		Initial Assets is subject to the following conditions (which conditions may be
		waived by the Company in the Company’s sole discretion): 
	 

	 
		(i) that at the time of the Closing, each of
		the representations and warranties of CIT Holding made in this Agreement shall
		be true and correct;
	 

	 
		(ii) CIT Holding shall have executed and
		delivered to the Company the Transfer Instruments, executed by CIT Holding and
		all other required parties other than the Company;
	 

	 
		(iii) all required approvals and consents to
		the transactions contemplated by this Agreement shall have been obtained from
		all necessary third parties;
	 

	 
		(iv) to the best of CIT Holding’s
		knowledge, there shall be no material pending or threatened litigation
		regarding the Initial Assets; and
	 

	 
		(v) the IPO shall have been consummated and
		the net proceeds therefrom shall have been delivered to the Company.
	 

	 
		Section 7. Representations and Warranties of CIT
		Holding. CIT Holding hereby represents
		and warrants to the Company, as follows:
	 

	 
		(a) CIT Holding is a corporation duly
		organized, validly existing and in good standing under the laws of the State of
		Delaware.
	 

	 
		 
	 

	 
		 
	 

	 
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		(b) CIT Holding has the full power and
		authority to enter into and consummate all transactions contemplated by this
		Agreement, has duly authorized the execution, delivery and performance of this
		Agreement, and has duly executed and delivered this Agreement.
	 

	 
		(c) This Agreement, assuming due
		authorization, execution and delivery by the Company, constitutes a valid,
		legal and binding obligation of CIT Holding, enforceable against CIT Holding in
		accordance with the terms hereof, subject to (A) applicable bankruptcy
		insolvency, reorganization, moratorium and other laws affecting the enforcement
		of creditors’ rights generally, (B) general principles of equity,
		regardless of whether such enforcement is considered in a proceeding in equity
		or at law and (C) public policy considerations underlying the securities laws,
		to the extent that such public policy considerations limit the enforceability
		of the provisions of this Agreement that purport to provide indemnification for
		securities laws liabilities.
	 

	 
		(d) The execution and delivery by CIT
		Holding of this Agreement and its performance of, and compliance with, the
		terms of this Agreement will not conflict with or constitute a breach,
		violation, or default under (A) its certificate of incorporation or bylaws, (B)
		any law, any order or decree of any court or arbiter, or any order, regulation
		or demand of any federal, state or local government or regulatory authority,
		which violation is likely to affect materially and adversely either the ability
		of CIT Holding to perform its obligations under this Agreement or the financial
		condition of CIT Holding or (C) any indenture, loan or credit agreement, or any
		other agreement, contract, instrument, mortgage, lien, lease, permit,
		authorization, order, writ, judgment, injunction or decree to which CIT Holding
		is a party or by which any Initial Asset is bound or affected; the consummation
		of the transactions contemplated by this Agreement will not result in the
		cancellation, modification or termination of, or the acceleration of, or the
		creation of any charges, claims, conditions, options, assignments, preemptive
		rights, rights of first refusal, security interests, hypothecations,
		encumbrances, mortgages, liens or pledges (collectively, “Liens”) on
		the Initial Assets pursuant to any agreement, license, lease, understanding,
		contract, indenture, mortgage, instrument, promise, undertaking or other
		commitment or obligation (“Contracts”)
		under which CIT Holding or any Initial Asset is subject to or bound.
	 

	 
		(e) CIT Holding has not dealt with any
		person that may be entitled to any commission or compensation in connection
		with the transfer of the Initial Assets. CIT Holding or the obligor on the
		promissory note or notes related to each Initial Asset (the
		“Obligor”) has paid any and all amounts due to any such
		person, and the Company shall have no responsibility for any payments due any
		such person.
	 

	 
		(f) As of the date of this Agreement, all of
		the Initial Assets as described on Schedule 1 are owned by CIT Holding and CIT
		Holding has good title to all of the Initial Assets, free and clear of all
		Liens.
	 

	 
		(g) There are no Contracts, and CIT Holding
		will not enter into Contracts, with any other person or entity to sell,
		transfer, assign or in any manner create a Lien on, the Initial Assets, or to
		not sell, transfer or assign the Initial Assets to the Company.
	 

	 
		 
	 

	 
		 
	 

	 
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		(h) No consents or approval, other than
		those that have been obtained or will be obtained on or before the Closing, are
		required for the transfer of the Initial Assets in accordance with the terms of
		this Agreement.
	 

	 
		(i) The Transfer Instruments are sufficient
		to convey to the Company all right, title and interest in the Initial Assets in
		all relevant jurisdictions, except to the extent that a recording or other
		filing is required to transfer such Initial Asset.
	 

	 
		(j) To the best of CIT Holding’s
		knowledge, there is no material default, breach, violation or event of
		acceleration existing under any Initial Asset and no event that, with the
		passage of time, or with notice and the expiration of any grace or cure period,
		would constitute a material default, breach, violation or event of acceleration
		thereunder.
	 

	 
		(k) To CIT Holding’s knowledge, each
		property related to an Initial Asset is in all material respects in compliance
		with and lawfully used, operated and occupied under applicable zoning and
		building laws or regulations, and CIT Holding has not received notification
		from any governmental authority that any such property fails to comply with
		such laws or regulations, is being used, operated or occupied unlawfully or has
		failed to obtain or maintain any inspection, license or certificates material
		to the operation of such property.
	 

	 
		(l) To the best of CIT Holding’s
		knowledge, there are no actions, suits or proceedings pending, or known to be
		threatened, before any court, administrative agency or arbitrator concerning an
		Initial Asset or the applicable collateral securing the Initial Asset (the
		“Collateral”) that might materially and adversely affect (1)
		title to such Initial Asset, (2) the validity or enforceability thereof, (3)
		the value of the Collateral as security for the Initial Asset or (4) the
		marketability of such Collateral.
	 

	 
		(m) The information set forth on Schedule 2
		hereto is true and accurate in all material respects. 
	 

	 
		Section 8. Representations and Warranties of the
		Company. The Company hereby represents
		and warrants to CIT Holding as follows:
	 

	 
		(a) The Company is duly organized, validly
		existing and in good standing under the laws of the State of Maryland.
	 

	 
		(b) The Company has the full power and
		authority to enter into and consummate all transactions contemplated by this
		Agreement, has duly authorized the execution, delivery and performance of this
		Agreement and has duly executed and delivered this Agreement.
	 

	 
		(c) This Agreement, assuming due
		authorization, execution and delivery by CIT Holding, constitutes a valid,
		legal and binding obligation of the Company, enforceable against the Company in
		accordance with the terms hereof, subject to (A) applicable bankruptcy,
		insolvency, reorganization, moratorium and other laws affecting the enforcement
		of creditors’ rights generally, (B) general principles of equity,
		regardless of whether such enforcement is 
	 

	 
		 
	 

	 
		 
	 

	 
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		considered in a proceeding in equity or at
		law and (C) public policy considerations underlying the securities laws, to the
		extent that such public policy considerations limit the enforceability of the
		provisions of this Agreement that purport to provide indemnification for
		securities laws liabilities.
	 

	 
		(d) the Company is not in violation of, and
		its execution and delivery of this Agreement and its performance of, and
		compliance with, the terms of this Agreement will not constitute a violation
		of, any law, any order or decree of any court or arbiter, or any order,
		regulation or demand of any federal, state or local governmental or regulatory
		authority, which violation, in the Company’s good faith and reasonable
		judgment, is likely to affect materially and adversely either the ability of
		the Company to perform its obligations under this Agreement or the financial
		condition of the Company.
	 

	 
		Section 9. Investment Representations and
		Warranties. CIT Holding hereby
		represents and warrants to the Company as follows:
	 

	 
		(a) The Common Stock to be acquired by CIT
		Holding is being acquired for CIT Holding’s own account with the present
		intention of holding such interests for purposes of investment, and CIT Holding
		presently has no intention of selling such interests in a public distribution,
		and the Common Stock will not be disposed of in contravention of the Securities
		Act of 1933, as amended (the “Act”), or
		any applicable state securities laws.
	 

	 
		(b) CIT Holding understands that the shares
		of Common Stock have not been registered under the Act or any state securities
		laws by reason of specific exemptions under the provisions thereof, the
		availability of which depend in part upon the bona fide nature of CIT
		Holding’s investment intent and upon the accuracy of CIT Holding’s
		representations made in this Section 9.
	 

	 
		(c) CIT Holding understands that the shares
		of Common Stock are “restricted securities” under the applicable
		federal securities laws and that the Securities Act and the rules of the
		Securities and Exchange Commission provide in substance that CIT Holding may
		dispose of the Common Stock only pursuant to an effective registration
		statement under the Securities Act or an exemption therefrom.
	 

	 
		Section 10. Survival of Representations, Warranties and
		Covenants. All representations,
		warranties and covenants contained in this Agreement shall survive the Closing.
		Upon discovery by either party hereto of a breach of any of the representations
		and warranties set forth in Sections 7, 8 and 9 that materially and adversely
		affects the interests of the other party hereto, the party discovering such
		breach shall give prompt written notice to the other party hereto.
	 

	 
		Section 11. Remedies After Closing Upon Breach of Representations
		and Warranties Made by CIT Holding.
	 

	 
		(a) Opportunity to Cure; Repurchase. If, within 12 months after the Closing, there is a
		breach of any of the representations and warranties in Section 7 made by CIT
		
	 

	 
		 
	 

	 
		 
	 

	 
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		Holding regarding the characteristics of any
		Initial Asset, and such breach materially and adversely affects the value of
		such Initial Asset (a “Material
		Breach”), the Company will
		promptly notify CIT Holding in writing of the Material Breach. Such notice must
		be given not more than 10 days after the Company first gains knowledge of such
		Material Breach, but in any event, no later than 12 months after the Closing,
		and must describe the asserted Material Breach in reasonable detail, and must
		also indicate the amount the Company in good faith estimates the value of the
		affected Initial Asset has been diminished as a result of such asserted
		Material Breach (the “Diminution in
		Value”). CIT Holding may then
		elect in its sole and absolute discretion to either pay to the Company the
		Diminution in Value, or (ii) attempt to cure or correct such asserted Material
		Breach in all material respects within the applicable Permitted Cure Period (as
		defined below).
	 

	 
		For purposes of the foregoing, and subject
		to the following paragraph, the “Permitted Cure Period” applicable to any Material Breach in respect of
		an Initial Asset will be the 90-day period immediately following receipt by CIT
		Holding of written notice of such Material Breach. If such Material Breach
		cannot be corrected or cured in all material respects within such 90-day
		period, but it is reasonably likely that such Material Breach can be corrected
		or cured and CIT Holding is diligently attempting to effect such correction or
		cure, then the applicable Permitted Cure Period will be extended for an
		additional 90 days.
	 

	 
		Section 12. Indemnity.
		
	 

	 
		(a) Indemnification by CIT Holding. CIT Holding hereby agrees to indemnify and hold the
		Company harmless from and against any and all damage, expense, loss, cost,
		claim or liability (each a “Claim”)
		suffered or incurred by the Company as a result of any of the following:
		
	 

	 
		(i) any untruth or inaccuracy in, or any
		breach of, any of the representations or warranties made by CIT Holding in
		Sections 7 and 9 of this Agreement; or
	 

	 
		(ii) any breach of, or failure to perform,
		any agreement of CIT Holding contained in this Agreement.
	 

	 
		(b) Scope of Indemnity. Notwithstanding anything to the contrary otherwise
		provided in this Agreement:
	 

	 
		(i) except in the case of fraud, the
		indemnification set forth in Section 12(a) shall be limited to an amount equal
		to the value of the Common Stock and the Cash Payment received by CIT Holding
		on the date hereof; and
	 

	 
		 
	 

	 
		 
	 

	 
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		(ii) the indemnification set forth in
		Section 12(a) shall only extend to any Claim which arises within twelve months
		following the Closing.
	 

	 
		(c) Notice. To the
		extent that a Claim is asserted by a third party, the party hereto seeking
		indemnification pursuant to Section 12(a) (“Indemnitee”) shall give prompt written notice to the party
		hereto from whom indemnification is sought (“Indemnitor”) as to the assertion of any Claim, or the
		commencement of any Claim. Subject to Section 12(b)(ii), the omission of
		Indemnitee to notify Indemnitor of any such Claim shall not relieve Indemnitor
		from any liability in respect of such Claim that it may have to Indemnitee on
		account of this Agreement nor shall it relieve Indemnitor from any other
		liability that it may have to Indemnitee, provided,
		however, that Indemnitor shall be relieved of liability to the
		extent that the failure so to notify (a) shall have caused prejudice to the
		defense of such Claim, or (b) shall have materially increased the costs or
		liability of Indemnitor by reason of the inability or failure of Indemnitor
		(because of the lack of prompt notice from Indemnitee) to be involved in any
		investigations or negotiations regarding any such Claim. In case any such Claim
		shall be asserted or commenced against Indemnitee and it shall notify
		Indemnitor thereof, Indemnitor shall be entitled to participate in the
		negotiation or administration thereof and, to the extent it may wish, to assume
		the defense thereof with counsel reasonably satisfactory to Indemnitee, and,
		after notice from Indemnitor to Indemnitee of its election so to assume the
		defense thereof, which notice shall be given within 15 days of its receipt of
		such notice from Indemnitee, Indemnitor will not be liable to Indemnitee
		hereunder for any legal or other expenses subsequently incurred by Indemnitee
		in connection with the defense thereof other than reasonable costs of
		investigation. Indemnitor shall not settle any Claim in any manner that does
		not completely relieve Indemnitee of liability for such Claim, without the
		written consent of Indemnitee, which consent shall not be unreasonably withheld
		or delayed.
	 

	 
		Section 13. Expenses.
		Whether or not the Closing occurs, all reasonable costs and expenses incurred
		in connection with this Agreement and the transactions contemplated hereby
		(including reasonable attorneys fees and expenses) shall be paid by each of the
		respective parties with respect to their own costs and expenses.
	 

	 
		Section 14. Notices. All
		notices, requests and other communications to any party hereunder shall be in
		writing (including facsimile or similar writing) and shall be given,
	 

	 
		If to the Company:
	 

	 
		Care Investment Trust Inc.
	 

	 
		c/o CIT Healthcare LLC
	 

	 
		505 Fifth Avenue, 6th
		Floor
	 

	 
		New York, New York 10017
	 

	 
		Attention: Chief Executive Officer
	 

	 
		Facsimile No.: (212) 771-9317
	 

	 
		If to CIT Holding:
	 

	 
		 
	 

	 
		 
	 

	 
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		CIT Real Estate Holding Corporation
	 

	 
		c/o CIT Healthcare LLC
	 

	 
		505 Fifth Avenue, 6th
		Floor
	 

	 
		New York, New York 10017
	 

	 
		Attention: President
	 

	 
		Facsimile No.: (212) 771-9317
	 

	 
		Section 15. Further Assurances. From time to time following the Closing, CIT Holding
		shall execute and deliver, or cause to be executed and delivered, to the
		Company such other documents or instruments of conveyance and transfer as the
		Company may reasonably request or as may be otherwise necessary to more
		effectively convey and transfer to, and vest in the Company the Initial Assets,
		or in order to fully effectuate and to implement the purposes, terms and
		provisions of this Agreement.
	 

	 
		Section 16. Entire Agreement: No Other
		Representations. Except as expressly
		agreed in a separate writing signed by the parties hereto on or after the date
		of this Agreement, this Agreement constitutes the entire agreement, and
		supersedes all other prior agreements and understandings, both written and
		oral, between the parties, with respect to the subject matter hereof.
	 

	 
		Section 17. Severability.
		The provisions of this Agreement shall be deemed severable and the invalidity
		or unenforceability of any provision shall not affect the validity or
		enforceability of the other provisions hereof. If any provision of this
		Agreement, or the application thereof to any person or entity or any
		circumstance, is invalid or unenforceable (a) a suitable and equitable
		provision shall be substituted therefor in order to carry out, so far as may be
		valid and enforceable, the intent and purpose of such invalid or unenforceable
		provision and (b) the remainder of this Agreement and the application of such
		provision to other persons or entities or circumstances shall not be affected
		by such invalidity or unenforceability, nor shall such invalidity or
		unenforceability affect the validity or enforceability of such provision, or
		the application thereof, in any other jurisdiction.
	 

	 
		Section 18. Interpretation.
		The section references and headings herein are for convenience of reference
		only, do not constitute part of this Agreement and shall not be deemed to limit
		or otherwise affect any of the provisions hereof.
	 

	 
		Section 19. Successors and Assigns. This Agreement shall be binding upon and inure to the
		benefit of the parties hereto and their successors and assigns. the Company
		shall have the right to assign its rights under this agreement with respect to
		any Initial Asset to any purchaser of such Initial Asset. Nothing in this
		Agreement, expressed or implied, is intended or shall be construed to confer
		upon any person or entity other than the parties and their successors and
		assigns any right, remedy or claim under or by reason of this Agreement.

	 

	 
		 
	 

	 
		 
	 

	 
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		Section 20. Counterparts;
		Facsimile Signatures. This Agreement
		may be executed in one or more counterparts, each of which shall be deemed to
		be an original but all of which shall constitute one instrument. The parties
		may also execute this Agreement by the facsimile exchange of executed signature
		pages.
	 

	 
		Section 21. Enforcement; No Joint Venture or Partnership; No Third
		Party Beneficiaries
	 

	 
		(a) If any suit, action or other legal
		proceeding is brought to enforce any provision of this Agreement, the party
		ultimately prevailing in such action or proceeding shall be entitled to recover
		the reasonable costs (including legal fees and expenses) of bringing or
		defending such action or proceeding.
	 

	 
		(b) CIT Holding and the Company intend that
		the relationships created hereunder be solely that of purchaser and seller.
		Nothing herein or therein is intended to create a joint venture, partnership,
		tenancy in common, or joint tenancy relationship between the Company, on the
		one hand, and CIT Holding, on the other hand.
	 

	 
		(c) This Agreement is solely for the benefit
		of CIT Holding and the Company and nothing contained in this Agreement shall be
		deemed to confer upon anyone other than the CIT Holding and the Company any
		right to insist upon or to enforce the performance or observance of any of the
		obligations contained herein or therein. 
	 

	 
		 
	 

	 
		 
	 

	 
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		Section 22. 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. 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 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.
	 

	 
		Section 23. 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.
	 

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

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  CARE INVESTMENT TRUST INC.
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  F. Scott Kellman
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  President and Chief Executive Officer

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  CIT REAL ESTATE HOLDING
				  CORPORATION
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name: 
				

			 	
				
				  Anne Beroza
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title: 
				

			 	
				
				  President