Unassociated Document


  
     

    PLEDGE
AND SECURITY AGREEMENT

     

    


    This
PLEDGE AND SECURITY AGREEMENT (this “Agreement”)
dated as of March 16, 2009 by CAPITAL TRUST, INC., a Maryland corporation
(the “Pledgor”),
for the benefit of WESTLB AG, NEW YORK BRANCH, as collateral agent on behalf of
the lenders party to the Credit Agreement (as hereinafter defined) (in such
capacity, together with its successors in such capacity, the “Collateral
Agent”).

     

    RECITALS

     

    A.           The
Pledgor, the Collateral Agent and certain other lenders (collectively, “Lenders”)
are parties to that certain Amended and Restated Credit Agreement, dated as of
the date hereof (as may be further amended or modified, collectively, the “Credit
Agreement”).

     

    B.           For
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Pledgor has agreed to pledge and grant, and, pursuant to this
Agreement, does hereby pledge and grant, a first priority security interest in
the Collateral (as defined below) as security for the Obligations.

     

    Accordingly,
the parties hereto agree as follows:

     

    Section
1.              
Definitions.

     

    “Certificated
Securities” shall mean the Pledged Securities identified on Schedule 2 attached
hereto.

     

    “Collateral”
shall have the meaning ascribed thereto in Section 2
hereof.

     

    “Obligations”
shall have the meaning ascribed thereto in the Credit Agreement.

     

    “Pledged
Securities” shall mean the assets as described on Schedule 1 attached
hereto.

     

    “Secured
Parties” shall have the meaning ascribed thereto in the Credit
Agreement.

     

    “Securities
Account
Control
Agreement” shall mean that certain Securities Account Control Agreement
in respect of account number 725839.1 held with the Securities Intermediary,
among the Pledgor, the Collateral Agent and the Securities Intermediary, dated
as of the date hereof.

     

    “Securities
Account” shall have the meaning ascribed thereto in the Credit
Agreement.

     

    “Securities
Intermediary” shall mean Bank of America, National
Association

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Securities
Rights” means all voting and other rights and remedies in respect of any
of the Pledged Securities, and all securities, interest or other distributions
and any other right or property which the Pledgor shall receive or shall become
entitled to receive for any reason whatsoever with respect to, in replacement
for, in substitution for or in exchange for any of the Pledged Securities, in
which the Pledgor now has or hereafter acquires any right.

     

    “UCC-1 Financing
Statements” shall mean the UCC-1 Financing Statements filed to perfect
the security interests granted herein.

     

    “Uniform
Commercial Code” shall mean the Uniform Commercial Code as in effect from
time to time in the State of New York.

     

    Capitalized
terms used but not defined herein have the meanings assigned to such terms in
the Credit Agreement.

     

    Section
2.              
Pledge and Delivery of
Collateral.

     

    2.1           The
Pledge.  As security for the prompt payment in full when due of
the Obligations, the Pledgor hereby pledges, assigns and grants to the
Collateral Agent, for the benefit of the Secured Parties, a security interest in
all of the Pledgor’s right, title and interest in the following property
wherever located (all being collectively referred to herein as “Collateral”):

     

    (i)           all
Pledged Securities;

     

    (ii)          the
Securities Account, all “financial assets” (as defined in the Uniform Commercial
Code) and cash credited to the Securities Account;

     

    (iii)         all
“investment property”, “instruments”, “general intangibles”, “accounts”,
“chattel paper” and “supporting obligations” (each, as defined in the Uniform
Commercial Code) and all Securities Rights, in each case, relating to or
constituting any and all of the foregoing set forth in items (i) and (ii) of
this Section
2.1; and

     

    (iv)         any
and all interest on, and proceeds (including, without limitation, condemnation
proceeds) of, any and all of the foregoing set forth in items (i) through (iii)
of this Section
2.1;

     

    in each
case whether now owned or hereafter acquired, now existing or hereafter created
and wherever located.

     

    2.2           Delivery of the
Collateral.  All Pledged Securities (including without
limitation, all Certificated Securities), shall be credited to and held at all
times in the Securities Account on behalf of the Collateral Agent for the
benefit of the Secured Parties, and evidence of such credit and holding shall be
delivered to the Collateral Agent from the Securities Intermediary.

     

    Section
3.              
Representations and
Warranties.  The Pledgor represents and warrants as of the date
hereof that:

    
       

      (a)           The
execution and delivery of this Agreement and the performance of the obligations
hereunder (i) do not require any consent or approval of, registration or
filing with, or any other action by, any Governmental Authority or any Person,
except such as have been obtained or made and are in full force and effect, (ii)
will not violate any applicable law or regulation or the charter, by-laws or
other organizational documents of the Pledgor or any order of any Governmental
Authority, and (iii) will not violate or result in a default under any
indenture, agreement or other instrument binding upon the Pledgor or any of its
Subsidiaries or its assets, or give rise to a right thereunder to require any
payment to be made by the Pledgor or any of its
Subsidiaries;

    

     

    
      
        
        

      

      
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    (b)           Schedule I sets forth
an accurate description of the Pledged Securities.  The Pledgor has
not assigned, pledged or otherwise conveyed or encumbered the Collateral to any
other Person other than the Collateral Agent under this Agreement, and the
Pledgor is the record and beneficial owner of, and has good and marketable title
to, the Collateral free and clear of any and all Liens or options in favor of,
or claims of, any other Person, except the Lien created by this
Agreement;

     

    (c)           the
provisions of this Agreement are effective to create in favor of the Collateral
Agent a valid security interest in all right, title and interest of the Pledgor
in, to and under the Collateral;

     

    (d)           upon
receipt by the Securities Intermediary of the Pledged Securities pursuant to
Section 2.2 of
this Agreement, by virtue of this Agreement and the Control Agreement, the Lien
granted pursuant to this Agreement will constitute a valid, perfected
first-priority Lien on the Collateral, enforceable as such against all creditors
of the Pledgor and any persons purporting to purchase any of such
Collateral;

     

    (e)           the
principal place of business and chief executive office of the Pledgor is 410
Park Avenue, 14th Floor, New York, New York 10022-9442; and

     

    (f)           the
exact legal name of the Pledgor is Capital Trust, Inc.

     

    Section
4.              
Covenants.  In
furtherance of the grant of the pledge and security interest pursuant to Section 2 hereof, the
Pledgor hereby agrees with the Collateral Agent, for the benefit of the Secured
Parties, as follows:

     

    4.1           Delivery and Other
Perfection.  The Pledgor shall, and hereby authorizes the
Collateral Agent to, give, execute, deliver, file and/or record any financing
statement, notice, instrument, document, agreement or other papers that may be
necessary (in the reasonable judgment of the Collateral Agent) to create,
preserve or perfect the security interest granted pursuant hereto or, upon the
occurrence and during the continuance of an Event of Default, to enable the
Collateral Agent to exercise and enforce its rights hereunder with respect to
such pledge and security interest, including, without limitation, causing any or
all of the Collateral to be transferred of record into the name of the
Collateral Agent or its nominee.  The Pledgor hereby authorizes the
Collateral Agent to file any financing statement or continuation statement
without the signature of the Pledgor to the extent permitted by
law.

     

    4.2           Sale of Collateral;
Liens.  Without the prior written consent of the Collateral
Agent, the Pledgor shall not, directly or indirectly, except as otherwise
permitted by this Agreement (i) sell, assign, transfer, exchange or otherwise
dispose of, or grant any option with respect to, the Collateral, or (ii) create,
incur, authorize or permit to exist any Lien or option in favor of, or any claim
of any Person with respect to, any of the Collateral, or any interest therein,
except for the Lien provided for by this Agreement.  The Pledgor shall
defend the right, title and interest of the Collateral Agent in and to the
Collateral against the claims and demands of all persons
whomsoever.

     

    
      
        
        

      

      
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    4.3           Use of
Collateral.  The Pledgor will not remove any Collateral from
the Securities Account once such Collateral is credited thereto, except
Distributions (as defined in the Control Agreement) in accordance with the terms
of the Control Agreement.

     

    4.4           Pledged
Securities.

     

    (a)           So
long as no Event of Default has occurred and is continuing Pledgor shall have
the right to receive any payments with respect to any Pledged Securities and
apply such payments on its own account and to its benefit.

     

    (b)           So
long as no Event of Default has occurred and is continuing, all payments
received by the Pledgor with respect to the Collateral shall be deposited
directly into the Securities Account or such other account as designated by the
Pledgor and, absent any Event of Default, shall be swept to Debtor’s account at
the Securities Intermediary within two (2) Business Days.

     

    (c)           The
Pledgor will not make or agree to make any discount, credit or other reduction
in the original amount owing on any Pledged Securities or accept in satisfaction
of any Pledged Securities less than the original amount thereof.

     

    (d)           Except
as otherwise provided in this Security Agreement, the Pledgor will collect and
enforce, at the Pledgor’s sole expense, all amounts due or hereafter due to the
Pledgor under the Pledged Securities.

     

    (e)           If
to the knowledge of the Pledgor, any dispute, setoff, claim, counterclaim or
defense exists or has been asserted or threatened with respect to any Pledged
Securities, the Pledgor will promptly disclose such fact to the Collateral Agent
in writing, electronic or otherwise.

     

    4.5           Change in Corporate
Existence, Type or Jurisdiction of Organization, Location,
Name.  The Pledgor will:

     

    (a)           preserve
its existence and corporate structure as in effect on the Restatement Effective
Date;

     

    (b)           not
change its jurisdiction of organization;

     

    (c)           not
maintain its place of business (if it has only one) or its chief executive
office (if it has more than one place of business) at a location other than the
location specified in the Credit Agreement; and

     

    (d)           not
change its name or its mailing address;

     

    unless,
in each such case, the Pledgor shall have given the Collateral Agent not less
than thirty (30) days’ prior written notice of such event or occurrence and the
Collateral Agent shall have either (x) reasonably determined that such event or
occurrence will not adversely affect the validity, perfection or priority of the
Collateral Agent’s security interest in the Collateral, or (y) taken such steps
(with the cooperation of such Pledgor to the extent necessary or advisable) as
are necessary or advisable to properly maintain the validity, perfection and
priority of the Collateral Agent’s security interest in the Collateral owned by
the Pledgor.

     

    
      
        
        

      

      
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    Section
5.               Events of Default, Remedies,
etc.  During the period during which an Event of Default shall
have occurred and be continuing, in addition to the rights and remedies set
forth in the Credit Agreement:

     

    (a)           The
Collateral Agent, for the benefit of the Secured Parties, in addition to the
rights and remedies set forth in the Credit Agreement, shall have all of the
rights and remedies with respect to the Collateral of a secured party under the
Uniform Commercial Code (whether or not said Uniform Commercial Code is in
effect in the jurisdiction where the rights and remedies are asserted) and such
additional rights and remedies to which a secured party is entitled under the
laws in effect in any jurisdiction where any rights and remedies hereunder may
be asserted, including, without limitation, the right, to the maximum extent
permitted by law, to exercise all voting, consensual and other powers of
ownership pertaining to the Collateral as if the Collateral Agent, for the
benefit of the Secured Parties, were the sole and absolute owner thereof (and
the Pledgor agrees to take all such action as may be appropriate to give effect
to such right);

     

    (b)           The
Collateral Agent in its discretion may, in its name or in the name of the
Pledgor or otherwise, demand, sue for, collect or receive any money or property
at any time payable or receivable on account of or in exchange for any of the
Collateral, but shall be under no obligation to do so;

     

    (c)           The
Collateral Agent may, upon ten (10) days’ prior written notice to the Pledgor of
the time and place (which notice the Pledgor acknowledges as reasonable and
sufficient), with respect to the Collateral or any part thereof which shall then
be or shall thereafter come into the possession, custody or control of the
Collateral Agent or any of its agents, sell, assign or otherwise dispose of all
or any part of such Collateral, at such place or places as the Collateral Agent
deems best, and for cash or on credit or for future delivery, at public or
private sale, without demand of performance or notice of intention to effect any
such disposition or of time or place thereof (except such notice as is required
above or by applicable statute and cannot be waived) and the Collateral Agent or
anyone else may be the purchaser, assignee or recipient of any or all of the
Collateral so disposed of at any public sale (or, to the extent permitted by
law, at any private sale), and thereafter hold the same absolutely, free from
any claim or right of whatsoever kind, including any right or equity of
redemption (statutory or otherwise), of the Pledgor, any such demand, notice or
right and equity being hereby expressly waived and released.  Unless
prohibited by applicable law, the Collateral Agent may, without notice or
publication, adjourn any public or private sale or cause the same to be
adjourned from time to time by announcement at the time and place fixed for the
sale, and such sale may be made at any time or place to which the same may be so
adjourned;

     

    (d)           If
the Collateral Agent shall so request in writing, the Pledgor agrees to execute
and deliver to the Collateral Agent appropriate payment direction and other
orders and documents to provide for all Collateral, including without limitation
any amounts in the Securities Account, to be applied as directed by the
Collateral Agent in its sole discretion.  The foregoing authorization
and instructions are irrevocable and may not be modified in any manner other
than by the Collateral Agent sending to the Pledgor a notice terminating such
authorization and direction;

     

    
      
        
        

      

      
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    (e)           The
Collateral Agent may exercise all rights, powers and privileges to the same
extent as the Pledgor is entitled to exercise such rights, powers and privileges
with respect to the Pledged Securities;

     

    (f)           Except
as required applicable law, the Collateral Agent shall not be required to take
steps necessary to preserve any rights against prior parties to any of the
Collateral;

     

    (g)           In
enforcing any rights hereunder, the Collateral Agent shall not be required to
resort to any particular security, right or remedy through foreclosure or
otherwise or to proceed in any particular order of priority, or otherwise act or
refrain from acting, and, to the extent permitted by law, the Pledgor hereby
waives and releases any right to a marshaling of assets or a sale in inverse
order of alienation;

     

    (h)           The
Collateral Agent may register any or all of the Pledged Securities in the name
of the Collateral Agent or its nominee without any further consent of the
Pledgor;

     

    (i)       
    The Collateral Agent or its nominee at any time, without
notice, to exercise or refrain from exercising any and all voting and other
consensual rights pertaining to the Collateral owned by the Pledgor or any part
thereof, and to receive all interest and distributions in respect of such
Collateral;

     

    (j)        
   The Pledgor shall assemble and make available to the
Collateral Agent the Collateral and all records relating thereto at any place or
places specified by the Collateral Agent;

     

    (k)           The
Collateral Agent may at any time, by giving the Pledgor written notice, elect to
require that the Pledged Securities be paid directly to the Collateral Agent for
the benefit of the Secured Parties.  In such event, the Pledgor shall,
and shall permit the Collateral Agent to, promptly notify the obligors under the
Pledged Securities of the Collateral Agent’s interest therein and direct such
obligors to make payment of all amounts then or thereafter due under such
Pledged Securities directly to the Collateral Agent.  Upon receipt of
any such notice from the Collateral Agent, the Pledgor shall thereafter hold in
trust for the Collateral Agent, on behalf of the Secured Parties, all amounts
and proceeds received by it with respect to the Pledged Securities and other
Collateral and immediately and at all times thereafter deliver to the Collateral
Agent all such amounts and proceeds in the same form as so received, whether by
cash, check, draft or otherwise, with any necessary endorsements;

     

    (l)        
   The Collateral Agent may require all cash proceeds of the
Collateral to be deposited in a special non-interest bearing cash collateral
account with the Collateral Agent and held there as security for the
Obligations.  The Pledgor shall not have any control whatsoever over
said cash collateral account.  The Collateral Agent may (and shall, at
the direction of the Required Lenders), from time to time, apply the collected
balances in said cash collateral account to the payment of the Obligations
whether or not the Obligations shall then be due; and

     

    
      
        
        

      

      
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    (m)           The
Collateral Agent, on behalf of the Secured Parties, may comply with any
applicable state or federal law requirements in connection with a disposition of
the Collateral, and such compliance will not be considered to adversely affect
the commercial reasonableness of any sale of the Collateral.

     

    The
proceeds of each collection, sale or other disposition under this Section 5 shall be
applied by the Collateral Agent to the Obligations pursuant to Section 6
hereof.

     

    Section
6.              Application of
Proceeds.  Except as otherwise herein expressly provided, the
proceeds of any collection, sale or other realization of all or any part of the
Collateral pursuant hereto, and any other cash at the time held by the
Collateral Agent under this Section 4, shall be
applied by the Collateral Agent:

     

    (i)           First, to the payment
of the actual and out-of-pocket costs and expenses of such collection, sale or
other realization, including, without limitation, reasonable out of pocket costs
and expenses of the Collateral Agent and the fees and expenses of its agents and
counsel, and all expenses, and advances made or incurred by the Collateral Agent
in connection therewith;

     

    (ii)           Next, to the payment
in full of the Obligations; and

     

    (iii)           Finally, to the
payment to the Pledgor, or its successors or assigns, or as a court of competent
jurisdiction may direct, of any surplus then remaining.

     

    As used
in this Section
6, “proceeds”
of Collateral shall mean cash, securities and other property realized in respect
of, and distributions in kind of, the Collateral.

     

    Section
7.              Attorney in
Fact.  Without limiting any rights or powers granted by this
Agreement to the Collateral Agent, upon the occurrence and during the
continuance of an Event of Default, the Collateral Agent shall be deemed
appointed, which appointment as attorney-in-fact is irrevocable and coupled with
an interest, the attorney-in-fact of the Pledgor for the purpose of carrying out
the provisions of this Agreement and taking any action and executing any
instruments which the Collateral Agent may deem necessary or advisable to
accomplish the purposes hereof.  Without limiting the generality of
the foregoing, so long as the Collateral Agent shall be entitled under this
Section 7 to
make collections in respect of the Collateral, the Collateral Agent shall have
the right and power to receive, endorse and collect all checks made payable to
the order of the Pledgor representing any payment in respect of the Collateral
or any part thereof and to give full discharge for the same.

     

    Section
8.              Termination.  When
the Obligations shall have been indefeasibly paid in full in cash, and the
Credit Agreement has terminated, the Collateral Agent shall forthwith cause to
be assigned, transferred and delivered, against receipt but without any
recourse, warranty or representation whatsoever any remaining Collateral and
money received in respect thereof, to or on the order of the
Pledgor.

     

    
      
        
        

      

      
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    Section
9.              Further
Assurances.  The Pledgor agrees that, from time to time upon
the written request of the Collateral Agent, the Pledgor will execute and
deliver such further documents and do such other acts and things as the
Collateral Agent may reasonably request in order fully to effect the purposes of
this Agreement. Without
limiting the foregoing, on or before March 31, 2009, the Pledgor shall deliver
to the Collateral Agent executed transfer documents under each indenture or
other document governing the securities constituting Collateral, undated and
endorsed “in blank”, as reasonably requested by the Collateral
Agent.

     

    Section
10.            Additional Agreements
Concerning UCC’s.  The Pledgor authorizes the Collateral Agent
to file UCC-1 Financing Statements describing the Collateral and for purposes of
perfecting the security interest in the Collateral granted by the Pledgor to the
Collateral Agent pursuant to this Agreement.

     

    Section
11.             Miscellaneous.

     

    11.1          No
Waiver.  No failure or delay by the Collateral Agent or any
Lender in exercising any right or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise of any such right or power, or
any abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies of the Collateral Agent and
the Lenders hereunder are cumulative and are not exclusive of any rights or
remedies that they would otherwise have.

     

    11.2           Governing Law; Jurisdiction;
Consent to Service of Process.  This Agreement shall be
construed in accordance with and governed by the law of the State of New
York.  The provisions set forth in Section 9.09(b),
(c) and (d) of the Credit
Agreement with respect to consent to jurisdiction and service of process are
hereby incorporated herein and made applicable hereto, mutatis
mutandis.

     

    11.3           Notices.  All
notices, consents, approvals and requests required or permitted hereunder shall
be given in the manner and to the addresses set forth in Section 9.01 of the
Credit Agreement.

     

    11.4           Waivers,
etc.  No waiver of any provision of this Agreement or consent
to any departure by the Pledgor therefrom shall in any event be effective unless
the same shall be permitted in writing by the Pledgor and the Collateral Agent,
and then such waiver or consent shall be effective only in the specific instance
and for the purpose for which given.  Without limiting the generality
of the foregoing, no action or inaction by the Collateral Agent shall be
construed as a waiver of any Default or Event of Default, regardless of whether
the Collateral Agent or any Lender may have had notice or knowledge of such
Default or Event of Default at the time.

     

    11.5           Successors and
Assigns.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns of the Collateral Agent, except that the Pledgor may not
assign or otherwise transfer any of its rights or obligations hereunder without
the prior written consent of the Collateral Agent (and any attempted assignment
or transfer by the Pledgor without such consent shall be null and
void).  Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, and, to the extent expressly
contemplated hereby, the Secured Parties and the Related Parties of each of the
Collateral Agent and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

     

    
      
        
        

      

      
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    11.6           Indemnification.  Without
limiting the provisions of Section 9.03 of the
Credit Agreement, the Pledgor shall indemnify the Collateral Agent and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an “Indemnitee”) against,
and hold each Indemnitee harmless from, any and all actual losses, claims,
damages, liabilities and related expenses, including the fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder, (ii) relating to or arising out of the acts or omissions
of the Pledgor under this Agreement, (iii) resulting from the ownership of or
lien on any Collateral, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory and regardless of whether any Indemnitee is a
party thereto; provided that such indemnity shall not, as to any Indemnitee, be
available to the extent that such losses, claims, damages, liabilities or
related expenses are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee.

     

    11.7           Taxes and
Expenses.  Any taxes (including income taxes) payable or ruled
payable by Federal or State authority in respect of this Security Agreement
shall be paid by the Pledgor, together with interest and penalties, if any,
subject to Pledgor’s right to contest such taxes pursuant to Section 5.04 of the
Credit Agreement.  The Pledgor shall reimburse the Collateral Agent
for any and all reasonable out-of-pocket expenses (including reasonable
attorneys’, auditors’ and accountants’ fees) paid or incurred by the Collateral
Agent in connection with the preparation, execution, delivery, administration,
collection and enforcement of this Security Agreement and in the administration,
collection, preservation or sale of the Collateral.  Any and all costs
and expenses incurred by the Pledgor in the performance of actions required
pursuant to the terms hereof shall be borne solely by the Pledgor.

     

    11.8           Severability.  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

     

    11.9           Counterparts;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement shall become effective when it shall
have been executed by the Collateral Agent and when the Collateral Agent shall
have received counterparts hereof which, when taken together, bear the
signatures of each of the other parties hereto, and thereafter shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.  Delivery of an executed counterpart of a
signature page of this Agreement by telecopy shall be effective as delivery of a
manually executed counterpart of this Agreement.

     

    
      
        
        

      

      
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    11.10         Trial by
Jury.  EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY
LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION.

     

    11.11         Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.

     

    11.12         Secured Party Performance of
Pledgor’s Obligations.  Without having any obligation to do so,
the Collateral Agent may perform or pay any obligation which the Pledgor has
agreed to perform or pay in this Agreement and the Pledgor shall reimburse the
Collateral Agent for any reasonable amounts paid by the Collateral Agent
pursuant to this Section
11.12.  The Pledgor’s obligation to reimburse the Collateral
Agent pursuant to the preceding sentence shall be an Obligation payable on
demand.

     

    11.13         Collateral
Agent.  WestLB AG, New York Branch has been appointed
Collateral Agent for the Secured Parties hereunder pursuant to Article VIII of
the Credit Agreement.  It is expressly understood and agreed by the
parties to this Security Agreement that any authority conferred upon the
Collateral Agent hereunder is subject to the terms of the delegation of
authority made by the Secured Parties to the Collateral Agent pursuant to the
Credit Agreement, and that the Collateral Agent has agreed to act (and any
successor Collateral Agent shall act) as such hereunder only on the express
conditions contained in such Article VIII.  Any successor Collateral
Agent appointed pursuant to Article VIII of the Credit Agreement shall be
entitled to all the rights, interests and benefits of the Collateral Agent
hereunder.

     

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    IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the day and
year first above written.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                  

                                                

                                                
                                                  
                                                  

                                                

                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        	 	 	 	 
	 	 	 	 
	 	PLEDGOR	 
	 	 	 
	 	
                                                                                                CAPITAL TRUST, INC.,
      a
      Maryland corporation

                                                                                              	 
	 	 	 	 
	
                                                                                                 

                                                                                              	
                                                                                                By:
      

                                                                                              	/s/ Geoffrey G.
      Jervis	 
	 	 	Name: 
      Geoffrey G. Jervis	 
	 	 	Title: 
      Chief Financial Officer	 
	 	 	 	 


                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                             

                                            
                                              
                                                
                                                

                                              

                                              
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                                                                                    	 	COLLATERAL
      AGENT 	 
	 	 	 
	 	
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        WESTLB
      AG, NEW YORK BRANCH

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          	 
	 	 	 	 
	
                                                                                             

                                                                                          	
                                                                                            By:
      

                                                                                          	/s/ Christian
      Reuhmer	 
	 	 	Name: 
      Christian Reuhmer	 
	 	 	Title: 
      Managing Director	 


                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                                
                                                  
                                                  

                                                

                                              

                                              
                                                
                                                

                                              

                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      	 	 	 	 
	
                                                                               

                                                                            	
                                                                              By:
      

                                                                            	/s/ Petra
      Beckert	 
	 	 	Name: 
      Petra Beckert	 
	 	 	Title: 
      Executive Director	 
	 	 	 	 


                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                           

                                          
                                            
                                              
                                              

                                            

                                            
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