Unassociated Document


  
    AMENDMENT
NO. 10 TO MASTER REPURCHASE AGREEMENT

     

    AMENDMENT NO. 10, dated as of
March 16, 2009 (this “Amendment”), to that
certain Master Repurchase Agreement, dated as of July 29, 2005 (as amended,
restated, supplemented or otherwise modified and in effect prior to the date
hereof, the “Existing
Repurchase Agreement,” and as amended hereby and as further amended,
restated, supplemented or otherwise modified and in effect from time to time,
the “Repurchase
Agreement”), by and among CAPITAL TRUST, INC. (“CT”), CT RE CDO
2004-1 SUB, LLC (“CDO
2004-1”), CT RE CDO 2005-1 SUB, LLC (“CDO 2005-1”) and CT
XLC HOLDING, LLC (“CT
XLC”), as sellers (collectively, the “Sellers”) and MORGAN
STANLEY BANK, N.A., as buyer (“Buyer”).  Capitalized
terms used but not otherwise defined herein shall have the meanings specified
therefor in the Repurchase Agreement.

     

    RECITALS

     

    WHEREAS,
Sellers and Buyer are parties to the Existing Repurchase Agreement;

     

    WHEREAS,
CT is party to that certain Master Repurchase Agreement, dated as of October 24,
2008 (as amended, restated, supplemented or otherwise modified and in effect
from time to time, the “JPMorgan-A Repurchase
Agreement”), by and among CT BSI FUNDING CORP. (“CT BSI”) and CT, as
sellers (in such capacity, collectively, the “JPM-A Sellers”) and
JPMORGAN CHASE BANK, N.A., as buyer (“JPMorgan”);

     

    WHEREAS,
CT is party to that certain Master Repurchase Agreement, dated as of November
21, 2008 (as amended, restated, supplemented or otherwise modified and in effect
from time to time, the “JPMorgan-B Repurchase
Agreement”; together with the JPMorgan-A Repurchase Agreement,
collectively, the “JPMorgan Repurchase
Agreements”), by and among CT BSI and CT, as sellers (in such capacity,
collectively, the “JPM-B Sellers”;
together with the JPM-A Sellers, collectively, the “JPM Sellers”) and
JPMORGAN CHASE FUNDING INC., as buyer (“JPMorgan Funding”;
and together with JPMorgan, collectively, the “JPM
Parties”);

     

    WHEREAS,
CT is party to that certain Master Repurchase Agreement, dated as of July 30,
2007 (as amended, restated, supplemented or otherwise modified and in effect
from time to time, the “Citigroup Repurchase
Agreement,” and together with the Repurchase Agreement and the JPMorgan
Repurchase Agreements, the “Senior Secured
Facilities”), by and among CT, as seller (the “Citigroup Seller”;
and together with Sellers and the JPMorgan Sellers, the “CT Parties”) and
CITIGROUP GLOBAL MARKETS INC. and CITIGROUP FINANCIAL PRODUCTS INC., as buyers
(collectively, “Citigroup”, and
together with Buyer and the JPM Parties, the “Secured Plan
Participants”); and

     

    WHEREAS,
Sellers and Buyer have agreed, subject to the terms and conditions hereof, that
the Existing Repurchase Agreement shall be amended as set forth in this
Amendment.

     

    NOW
THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, Sellers and Buyer
agree as follows:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECTION 1. Amendments to Master
Repurchase Agreement.

     

    (a)           Section
2.01 of the Existing Repurchase Agreement is hereby amended by deleting the
definitions of “Asset Value”, “Aggregate Margin Maintenance Asset Value”,
“Aggregate Margin Maintenance Asset Value Deficiency”, “Installment Date”,
“Excluded Transaction Assets”, “Margin Maintenance Asset Value” and “Maximum
Concentration Amount” in their entirety.

     

    (b)           Section
2.01 of the Existing Repurchase Agreement is hereby amended by deleting the
definition of “Maximum Purchase Amount” in its entirety and inserting in lieu
thereof the following:

     

    “Maximum Purchase
Amount” shall mean, initially, $181,349,964.18, and such “Maximum
Purchase Amount” shall be reduced by any payment or prepayment to Buyer on
account of the Repurchase Price (excluding payments of Price Differential and
Late Fees) of any Transaction Asset.

     

    (c)           Section
2.01 of the Existing Repurchase Agreement is hereby amended by deleting the
definition of “Income” in its entirety and inserting in lieu thereof the
following:

     

    “Income” shall mean,
with respect to any Transaction Asset at any time, any Principal Income thereof
and all Interest Income thereon.

     

    
      (d)           Section
2.01 of the Existing Repurchase Agreement is hereby amended by adding at the end
of the definition of “Subsidiary” the following:

       

      “Notwithstanding
the foregoing, Subsidiary shall not include investment funds managed by Seller
or subsidiaries of same or investment funds of which Seller controls the general
partner or managing member thereof or subsidiaries of same (except for those
investment funds or subsidiaries of same of which Seller directly or indirectly
owns at least a majority of the securities or other ownership interests
therein).”

    

     

    (e)           Section
2.01 of the Existing Repurchase Agreement is hereby amended by deleting the
definition of “Termination Date” in its entirety and inserting in lieu thereof
the following:

     

    “Termination Date”
shall mean March 16, 2010 or such earlier date on which this Agreement shall
terminate in accordance with the provisions thereof or hereof or by operation of
law; provided,
however, that
if the applicable conditions set forth in Section 4.01(a) of this Agreement
shall have been satisfied, the Termination Date shall be extended to the
applicable date set forth in Section 4.01(a) of this Agreement.

     

    (f)           Section
2.01 of the Existing Repurchase Agreement is hereby amended by deleting the
definition of “Transaction Documents” in its entirety and inserting in lieu
thereof the following:

     

    “Transaction
Documents” shall mean, collectively, this Agreement, the related
Confirmations, the Servicing Agreement, the Lockbox Account Control Agreement,
the Warrant and the Custodial Agreement.

     

    (g)           Section
2.01 of the Existing Repurchase Agreement is hereby amended by inserting the
following new definitions in proper alphabetical order:

     

    
      
        
        

      

      
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    “Additional Restricted
Cash” shall mean, to the extent otherwise constituting Unrestricted Cash,
any cash or Cash Equivalent of CT and its Subsidiaries (i) that is required to
be trapped pursuant to the other Senior Secured Facilities or the terms of any
other loan agreement, repurchase agreement, or other extension of credit, (ii)
that is received in anticipation of a disbursement by CT or any of its
Subsidiaries to a Person other than CT or any Subsidiary within one (1) Business
Day, (iii) that is provided as cash collateral to support letters of credit and
bank guarantees, customs and other import duties in the ordinary course of
business of CT or any of its Subsidiaries or (iv) that, if distributed or paid,
would result in the insolvency of CT.

     

    “Amendment No. 10”
shall mean that certain Amendment No. 10 to this Agreement, dated as of March
16, 2009, among Sellers and Buyer.

     

    “Amendment No. 10 Effective
Date” shall mean the “Amendment Effective Date”, as defined in Section 2
of Amendment No. 10.

     

    “Bonds” shall mean all
Transaction Assets designated as “bonds” in Exhibit G.

     

    “Cash Equivalents”
shall mean (a) securities with maturities of 90 days or less from the date of
acquisition issued or fully guaranteed or insured by the United States
Government or any agency thereof, (b) certificates of deposit and eurodollar
time deposits with maturities of 90 days or less from the date of acquisition
and overnight bank deposits of Buyer or of any commercial bank having capital
and surplus in excess of $500,000,000, (c) repurchase obligations of Buyer or of
any commercial bank satisfying the requirements of clause (b) of this
definition, having a term of not more than seven days with respect to securities
issued or fully guaranteed or insured by the United States Government, (d)
securities with maturities of 90 days or less from the date of acquisition
issued or fully guaranteed by any state, commonwealth or territory of the United
States, by any political subdivision or taxing authority of any such state,
commonwealth or territory or by any foreign government, the securities of which
state, commonwealth, territory, political subdivision, taxing authority or
foreign government (as the case may be) are rated at least “A” by S&P or “A”
by Moody’s, (e) securities with maturities of 90 days or less from the date of
acquisition backed by standby letters of credit issued by Buyer or any
commercial bank satisfying the requirements of clause (b) of this definition or
(f) shares of money market mutual or similar funds which invest exclusively in
assets satisfying the requirements of clauses (a) through (e) of this
definition.

     

    “Citigroup Repurchase
Agreement” shall have the meaning specified in Amendment No.
10.

     

    “Collateral” shall
have the meaning specified therefor in Section 5.01(d).

     

    
      
        
        

      

      
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    “Collateral Value”
shall mean, as of any date of determination, in respect of any Transaction
Asset, (a) in the case of Bonds, as determined by Buyer in its sole discretion
exercised in good faith and (b) in the case of Transaction Assets other
than  Bonds, the Initial Value of such Transaction Assets, adjusted by
taking into account credit risk (including, without limitation, information
relating to the sponsor or tenant for such Transaction Asset or other
information relating to the likelihood of payment of such Transaction Asset; any
alleged violation of Environmental Laws; any bankruptcy filings, casualty loss,
or condemnation affecting or impacting the applicable Underlying Property or
Mortgaged Property; any bankruptcy filing or other act of insolvency with
respect to any co-participant or any other Person having an interest in such
Transaction Asset or any related Underlying Property or Mortgaged Property that
is senior to, or pari
passu with, the rights of Buyer in such Transaction Asset; any payment of
principal and/or interest are more than 60 days past due under any mortgage note
affecting the Mortgaged Property or Mortgaged Properties or such Transaction
Asset (without giving effect to any waiver by the lender thereunder); any
modification of the Underlying Property or Mortgaged Property or to the related
loan documents (or any financing senior thereto); any market comparables for the
Mortgaged Property or Mortgaged Properties) applicable to such Transaction
Asset; but excluding market risk (e.g., interest rate risk) applicable to the
Transaction Asset; provided, however, that Buyer
may take into account any performance assumptions with respect to such
Transaction Asset (including, without limitation: the sponsorship thereof;
projections as to default probabilities and estimated losses; changes in the
cash flow generated by the Underlying Property or Mortgaged Property; the
ultimate collectibility of the Transaction Asset if held to maturity; for assets
held or to be held by the Custodian, the failure to deliver the Transaction
Asset Documents to the Custodian in accordance with the terms of this Agreement
and the Custodial Agreement; whether the Transaction Asset has been
released from the possession of the Custodian under the Custodial Agreement to a
Seller for a period in excess of twenty (20) calendar days without the consent
of Buyer; and a breach of any of the representations and warranties regarding
the Transaction Asset contained in Section 7.09), in each case in its sole
discretion exercised in good faith; and provided further, that the
Collateral Value, without giving effect to such increase, shall in no event
exceed one hundred percent (100%) of the outstanding principal balance of the
related Transaction Asset.

     

    “CT Cash Account”
shall mean one or more deposit accounts established by CT with Merrill Lynch,
Pierce, Fenner & Smith Incorporated or Bank of America, N.A.

     

    “Defaulted Collateral
Asset” shall mean a Transaction Asset with respect to which (a) a
monetary default has occurred or (b) an acceleration or foreclosure (including,
in the case of Subordinate Mortgage Loans, Whole Loans, Mezzanine Loans or B
Notes, a foreclosure of the Underlying Property or Mortgaged Property) has been
declared or commenced, and, in either case, such Transaction has not been
returned to performing status within 90 days; provided that
Defaulted Collateral Assets shall not include (a) any Bonds, and (b) any
Transaction Asset with a Collateral Value or allocated borrowing of
zero.

     

    
      
        
        

      

      
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    “Environmental Laws”
shall mean any and all foreign, Federal, state, local or municipal laws, rules,
orders, regulations, statutes, ordinances, codes, decrees, requirements of any
Governmental Authority or requirements of law (including common law) regulating,
relating to or imposing liability or standards of conduct concerning protection
of human health or the environment, as now or may at any time hereafter be in
effect.

     

    “Excess Cash” shall
mean an amount, if any, by which Unrestricted Cash exceeds the sum of (a)
$25,000,000 and (b) the aggregate amount of Unfunded Commitments.

     

    “Filings” shall have
the meaning specified therefor in Section 5.01(e).

     

    “Future Advances”
shall mean CT’s commitment to make future advances on Transaction Assets and
assets under other Senior Secured Facilities, as detailed in Exhibit
G.

     

    “Initial Advance Rate”
shall mean, with respect to each Transaction Asset, a rate as specified therefor
on Exhibit G hereto.

     

    “Initial LTCV” shall
mean the LTCV, calculated as of the Amendment No. 10 Effective
Date.

     

    “Initial Mark” shall
mean, with respect to each Transaction Asset, a percentage as specified therefor
on Exhibit G hereto.

     

    “Initial Value” shall
mean, with respect to each Transaction Asset, a value equal to the product of
(i) the “Face Amount” for such Transaction Asset as specified therefor on
Exhibit G hereto and (ii) the Initial Mark for such Transaction
Asset.

     

    “Interest Allocation
Percentage” shall mean, initially, 65%, or, if the Termination Date is
extended pursuant to Section 4.01 and beginning on the first day after the
original Termination Date, such other percentage as agreed to in good faith
among Sellers and the Secured Plan Participants, in each case, in their
commercially reasonable discretion.

     

    “Interest Income”
shall mean, with respect to any Transaction Asset at any time, all interest,
dividends or other distributions thereon.

     

    “JPMorgan Account”
shall mean the Sellers’ account held with JPMorgan Chase Bank, N.A.

     

    “JPMorgan Repurchase
Agreements” shall have the meaning specified therefor in Amendment No.
10.

     

    
      
        
        

      

      
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    “Lehman Facility”
shall mean that certain Amended and Restated Loan and Security Agreement, dated
as of September 10, 2008, between CT, as borrower, and Lehman Commercial Paper
Inc. as lender.

     

    “Liquidity” shall
mean, on any date of determination, the sum of (A) the consolidated amount of
Unrestricted Cash of CT and its Subsidiaries on such date, and (B) the
incremental amount of borrowings CT and its Subsidiaries are, as of such date,
permitted to borrow pursuant to the terms of existing committed Indebtedness of
CT or its Subsidiaries in effect on such date, as to which all conditions
precedent have been satisfied and which borrowings do not require the
discretionary consent of the applicable lender, counterparty, credit provider or
any other Person.

     

    “Lockbox Account”
shall mean a Collections Account, subject to a Lockbox Account Control
Agreement.

     

    “Lockbox Account Control
Agreement” shall mean an account control agreement between a depository
bank (acceptable to Buyer in its sole discretion), Sellers and Buyer in respect
of the Lockbox Account in form and substance acceptable to Buyer in its sole and
absolute discretion.

     

    “LTCV” shall mean, as
of any date of determination, the ratio (expressed as a percentage) of the
aggregate MRA Obligations to the aggregate Collateral Value of all Transaction
Assets.

     

    “Maximum Outstanding
Amount” shall mean, for all Transactions, an amount equal to
$145,079,971.34; provided that solely
for purposes of Section 4.01, the Maximum Outstanding Amount may be
adjusted pursuant to Section 4.07(e).

     

    “MRA Obligations”
shall mean the aggregate amount of each Seller’s obligations under the
Transaction Documents and the Transactions entered into under this Agreement,
including, without limitation, each Seller’s obligation to repurchase
Transaction Assets at the Repurchase Price, or if such obligation were to be
recharacterized as a loan, to repay such loan, and to pay any and all other
amounts owing under this Agreement and the other Transaction
Documents.

     

    “Minimum Release
Price” shall mean, for any Transaction Asset, an amount equal to the
greater of (a) the lesser of (i) the Initial Value of such Transaction Asset,
(ii) the Collateral Value for such Transaction Asset as of the date that CT
notifies Buyer of its intent to sell, dispose, transfer or refinance such
Transaction Asset pursuant to a Permitted Disposition, and (iii) 110% of the
Repurchase Price of such Transaction Asset and (b) the Repurchase
Price.

     

    “Net Proceeds” shall
mean, with respect to any Permitted Disposition or the incurrence or issuance of
any Indebtedness permitted under Section 8.19 hereof, the aggregate amount of
cash received by or on behalf of such Person for its own account in connection
with any such transaction, after deducting therefrom only:

     

    
      
        
        

      

      
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    (a)           reasonable
and customary brokerage commissions, underwriting fees and discounts, legal
fees, finder’s fees and other similar fees, costs and commissions that, in each
case, are actually paid at the time of receipt of such cash to a Person that is
not a Subsidiary or Affiliate of any of the Sellers or any of their respective
Subsidiaries or Affiliates;

     

    (b)           the
amount of taxes payable in connection with or as a result of such transaction
that, in each case, are actually paid at the time of receipt of such cash to the
applicable taxation authority or other Governmental Authority or, so long as
such Person is not otherwise indemnified therefor, are reserved for in
accordance with GAAP, as in effect at the time of receipt of such cash, based
upon such Person’s reasonable estimate of such taxes, and paid to the applicable
taxation authority or other Governmental Authority within 90 days after the date
of receipt of such cash; and

     

    (c)           in
the case of any Permitted Disposition, the outstanding principal amount of, the
premium or penalty, if any, on, and any accrued and unpaid interest on, any
Indebtedness (other than Indebtedness under or in respect of the Transaction
Documents) that is secured by a Lien on the property and assets subject to such
Permitted Disposition and is required to be repaid under the terms of such
Indebtedness as a result of such Permitted Disposition, in each case, to the
extent that the amounts so deducted are actually paid at the time of receipt of
such cash to a Person that is not an Affiliate of any of the Sellers or any of
their Affiliates;

     

    provided that, any
and all amounts so deducted by any such Person pursuant to clauses (a) through
(c) of this definition shall be properly attributable to such transaction or to
the property or asset that is the subject thereof; provided, further, that if, at
the time any of the taxes referred to in clause (b) are actually paid or
otherwise satisfied, and the reserve therefor exceeds the amount paid or
otherwise satisfied, then the amount of such excess reserve shall constitute
“Net Proceeds” on and as of the date of such payment or other satisfaction for
all purposes of this Agreement.

     

    “Permitted
Disposition” shall mean the sale, transfer, disposition or refinancing of
any Transaction Asset by CT in accordance with Section 8.10; provided that (a) the
Net Proceeds from such sale, transfer, disposition or refinancing shall be no
less than the Minimum Release Price for such Transaction Asset; (b) 100% of the
Net Proceeds from such Permitted Disposition is applied pursuant to Section
4.07(a) hereof; (c) any sale, transfer or disposition of Transaction Assets
be made to a bona fide third party or, with Buyer’s prior written approval, to
an Affiliate of CT; and (d) no Transaction Asset may be refinanced without
the prior written approval of Buyer.

     

    “Principal Income”
shall mean, with respect to any Transaction Asset at any time, any principal
thereon.

     

    
      
        
        

      

      
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    “Secured Plan Facilities
Obligations” shall mean the sum of the MRA Obligations and the aggregate
amount of all obligations owed by CT or any Subsidiary of CT under the JPMorgan
Repurchase Agreements and the Citigroup Repurchase Agreement.

     

    “Secured Plan
Participants” shall have the meaning specified therefor in the recitals
to Amendment No. 10.

     

    “Senior Secured
Facilities” shall have the meaning specified therefor in the recitals to
Amendment No. 10.

     

    “Senior Unsecured
Facility” shall mean that certain Credit Agreement, dated as of March 22,
2007, by and among CT as borrower, WestLB AG, New York Branch, as administrative
agent, and the lenders party thereto, as the same may be amended, restated,
supplemented or otherwise modified and in effect from time to time.

     

    “Senior Unsecured Facility
MS
Indebtedness” shall mean all Indebtedness from time to time owed by any
of the Sellers or any Affiliate of a Seller to Buyer or any Affiliate of Buyer
under the Senior Unsecured Facility.

     

    “Servicing Rights”
shall mean rights of any Person, to administer, service or subservice, the
Transaction Assets or to possess related Servicing Records.

     

    “Unfunded Commitments”
shall mean, as of any date, an amount equal to the sum of CT’s unfunded
commitments to make Future Advances and meet future capital calls for CT
Opportunity Partners I, LP as of such date.

     

    “Unrestricted Cash”
shall mean (a) cash and Cash Equivalents that would not appear in the
consolidated financial statements of CT, prepared in accordance with GAAP, as a
line item on the balance sheet as “restricted cash” or similar caption minus (b) any Additional
Restricted Cash.

     

    “Unsecured Lenders”
shall mean the lenders party to the Senior Unsecured Facility.

     

    “Valuation Test Date”
shall have the meaning specified in Section 3.04.

     

    “Valuation Test
Failure” shall have the meaning specified in Section 3.04.

     

    “Valuation Test
Period” shall have the meaning specified in Section 3.04.

     

    “Warrant” shall mean
that certain Warrant, dated as of March 16, 2009, made by CT in favor of Morgan
Stanley Asset Funding Inc.

     

    (h)           Section
3.03(a)(i) of the Existing Repurchase Agreement is hereby amended by deleting
the phrase “and to be included in the Aggregate Margin Maintenance Asset Value”
therein in its entirety.

     

    
      
        
        

      

      
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    (i)         
Sections 3.03(a)(ii), 3.03(b), 8.06(c) and 12.13 of the Existing Repurchase
Agreement are hereby amended by deleting each use of the term “Asset Value”
therein in its entirety and inserting in lieu thereof the term “Collateral
Value.”

     

    (j)           Section
3.04 of the Existing Repurchase Agreement is hereby amended by deleting it in
its entirety and inserting in lieu thereof the following:

     

    “3.04     
Margin
Maintenance.

     

    On a
monthly basis, on the first Business Day of each month beginning on September 1,
2009 (each such date, a “Valuation Test
Date”), Buyer will determine the Collateral Value of each Transaction
Asset.  If on any Valuation Test Date, the LTCV exceeds 1.15 times the
Initial LTCV (a “Valuation Test
Failure”), Sellers shall, within five (5) Business Days following such
Valuation Test Date, make a prepayment in reduction of the Repurchase Price of
such Transaction Asset, such that after giving effect to such prepayment, the
LTCV, as re-determined by Buyer, shall not exceed 1.15 times the Initial
LTCV.  All prepayments in reduction of such Repurchase Price shall be
applied by Buyer in its sole discretion.  If Sellers are not able to
cure a Valuation Test Failure within five (5) Business Days after the applicable
Valuation Test Date, then Sellers shall cooperate with Buyer to select one or
more Transactions Assets to liquidate and will use commercially reasonable
efforts, taking into account the rights and interests of Buyer, to expeditiously
commence the liquidation process for same.  If the Valuation Test
Failure is not cured within 60 days from the initial failure, an Event of
Default will occur; provided that if
Sellers provide Buyer with a copy of an executed asset sale or refinancing
agreement, acceptable to Buyer in its sole discretion, prior to the end of such
60-day period in respect of the selected Transaction Assets, Buyer may, at its
option, grant a one-time 15-day extension to cure such Valuation Test Failure
(such 60-day period and any 15-day extension, a “Valuation Test
Period”).  Notwithstanding the above, in the event that a
Transaction Asset becomes a Defaulted Collateral Asset, a Valuation Test will be
performed at that time, and the provisions of this Section 3.04 shall
apply.”

     

    (k)           Section
3.05 of the Existing Repurchase Agreement is hereby amended by deleting
subsection (b) in its entirety and inserting in lieu thereof the
following:

     

    “(b)        Reserved.”

     

    (l)           Section
4.01 of the Existing Repurchase Agreement is hereby amended by deleting
subsection (a) thereof in its entirety and inserting in lieu thereof the
following new subsection (a):

     

    “(a)         Sellers
hereby promise to pay in full on the Termination Date, in accordance with the
provisions of the definition of Termination Date, the aggregate Repurchase Price
with respect to all Transaction Assets then held by Buyer.

     

    
      
        
        

      

      
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    (i)           Notwithstanding
the foregoing, Sellers may, in their sole discretion by notice to Buyer between
90 and 20 days prior to the originally scheduled Termination Date, extend the
Termination Date with respect to all of the Transactions until the first (1st)
anniversary of the originally scheduled Termination Date (all of the other terms
and conditions of such Transactions remaining the same) provided that the
following conditions precedent are satisfied as of the date of the effectiveness
of such extension: (1) the MRA Obligations as of the date of such extension are
less than or equal to the Maximum Outstanding Amount, (2) no Defaults or Events
of Default have occurred and are continuing, or would be caused by such
extension under this Agreement and (3) Sellers and the Secured Plan Participants
have agreed to a new Interest Allocation Percentage; provided further, that, if
conditions (1) through (3) are met and if any extension request is made during a
Valuation Test Period, such extension shall be provisionally granted until the
end of such Valuation Test Period, and such extension shall be granted only if
no Valuation Test Failure exists as of the end of such Valuation Test
Period.

     

    (ii)           Notwithstanding
the foregoing, if the initial Termination Date shall have been extended pursuant
to Section 4.01(a)(i), Sellers may request, between 90 and 20 days prior to the
extended Termination Date, and subject to the written approval of Buyer in its
sole and absolute discretion given no later than ten (10) days prior to the
extended Termination Date (any failure by Buyer to deliver such notice of its
approval to an extension to Seller shall be deemed a denial of Seller’s request
to extend the Termination Date) provided that in any
event, the following conditions precedent are satisfied as of the date of the
effectiveness of such second extension: (1) no Defaults or Events of Default
have occurred and are continuing, or would be caused by such extension under
this Agreement and (2) Sellers and the Secured Plan Participants have agreed to
a new Interest Allocation Percentage; provided further, that if
conditions (1) and (2) or any other conditions then required by Buyer in its
sole discretion (including, without limitation, requirements of additional
payments, prepayments, revaluations of Collateral Value for any Transaction
Asset or delivery of additional documents) are met and if any extension request
is made during a Valuation Test Period, such extension may be provisionally
granted by Buyer, in its sole and absolute discretion, until the end of such
Valuation Test Period, and such extension may be granted by Buyer, in its sole
and absolute discretion, only if no Valuation Test Failure exists as of the end
of such Valuation Test Period.”

     

    (m)           Section
4.07 of the Existing Repurchase Agreement is hereby amended by deleting it in
its entirety and inserting in lieu thereof the following:

     

    “Section
4.07 Income
Payments; Excess Cash.

     

    
      
        
        

      

      
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    (a)           Principal
Income.  Sellers shall cause (1) all Principal Income in
respect of the Transaction Assets and (2) 100% of all Net Proceeds in respect of
Permitted Dispositions of Transaction Assets, in each case, to be deposited
directly in the Lockbox Account.  Such Principal Income shall be
applied within one (1) Business Day following receipt by Buyer as follows: (i)
first, to remit to
Buyer an amount equal to the Price Differential which has accreted and is
outstanding in respect of all of the Transaction Assets, (ii) second, to make a payment to
Buyer on account of any other amounts (other than Repurchase Price) due and
payable to Buyer under the Agreement and the other Transaction Documents, (iii)
third, to make a
payment to Buyer on account of the Repurchase Price of the Transaction Assets in
respect of which such Principal Income is received until the Repurchase Price
for each such Transaction Asset has been reduced to zero; (iv) fourth, to make a payment to
Buyer on account of the Repurchase Price of all Transaction Assets until the
Repurchase Price for all Transaction Assets has been reduced to zero, each such
payment to be allocated in Buyer’s sole discretion among those Transaction
Assets with respect to which the Repurchase Price has not been reduced to zero;
and (v) fifth, to remit
to the applicable Seller the remainder.

     

    (b)           Interest
Income.  Sellers shall cause all Interest Income in respect of
the Transaction Assets to be deposited directly in the Lockbox
Account.  Such Interest Income shall be applied monthly by Buyer as
follows:

     

    (i) so
long as no Event of Default shall have occurred and be continuing, (1) first, to remit to Buyer an
amount equal to the Price Differential which has accreted and is outstanding in
respect of all of the Transaction Assets, (2) second, to make a payment to
Buyer on account of any other amounts (other than Repurchase Price) due and
payable to Buyer under the Agreement and the other Transaction Documents, (3)
third, to make a
payment to Buyer on account of the Repurchase Price of all Transaction Assets,
each such payment to be allocated in Buyer’s sole discretion among those
Transaction Assets with respect to which the Repurchase Price has not been
reduced to zero, in an amount equal to the product of the Interest Allocation
Percentage multiplied by the difference between (x) the total Interest Income
received by Sellers during such month and (y) the Price Differential otherwise
actually paid by Sellers to Buyer during such month, and (4) fourth, to remit to the
applicable Seller the remainder; and

     

    (ii) if
an Event of Default shall have occurred and be continuing, subject to Section
5.06 hereof, (1) first,
to remit to Buyer an amount equal to the Price Differential which has accreted
and is outstanding in respect of all of the Transaction Assets, (2) second, to make a payment to
Buyer on account of any other amounts (other than Repurchase Price) due and
payable to Buyer under the Agreement and the other Transaction Documents, (3)
third, to make a
payment to Buyer on account of the Repurchase Price of all Transaction Assets
until the Repurchase Price for all Transaction Assets has been reduced to zero,
each such payment to be allocated in Buyer’s sole discretion among those
Transaction Assets with respect to which the Repurchase Price has not been
reduced to zero; and (4) fourth, to remit to the
applicable Seller the remainder.

     

    
      
        
        

      

      
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    (c)           Control
Rights.  So long as no Event of Default shall have occurred and
be continuing, and subject to the terms of the Transaction Documents and
Section 8.25 hereof, each Seller shall retain the right to take all actions
under the Transaction Documents and to retain all contact with the relevant
Transaction Asset Obligor.

     

    (d)           Excess
Cash.  At the end of each calendar quarter, CT shall make a
payment to Buyer on account of the Repurchase Price of all Transaction Assets
until the Repurchase Price for all Transaction Assets has been reduced to zero,
each such payment to be allocated in Buyer’s sole discretion among those
Transaction Assets with respect to which the Repurchase Price has not been
reduced to zero, in an amount equal to (i) Excess Cash as of the last day of
such calendar quarter, multiplied by Buyer’s pro rata share, based on the
MRA Obligations at such date, of the aggregate Secured Plan Facilities
Obligations as of such date.

     

    (e) Future
Advances.  Notwithstanding anything contained herein or in any
other Transaction Document to the contrary, as of the Amendment No. 10 Effective
Date, Buyer shall have no obligation to make any Future Advances and CT will
fund 100% of all Future Advances.  Solely for purposes of Sections
4.01(a)(i)(1) and 4.01(a)(ii)(1) hereof, after each funding of Future Advances
in respect of Transaction Assets by CT, the Maximum Outstanding Amount will be
increased by an amount equal to the product of: (a) the amount of such Future
Advance actually funded by CT, (b) the Initial Mark for the applicable
Transaction Asset, (c) the Initial Advance Rate for such Transaction Asset and
(d) 50%.”

     

    (n)           Section
5.01(b) of the Existing Repurchase Agreement is hereby amended by inserting the
following new subsection in proper numerical order and renumbering subsequent
subsections accordingly:

     

    “(vii)
the Lockbox Account and all monies from time to time on deposit in the Lockbox
Account,”

     

    (o)           Section
5.01 of the Existing Repurchase Agreement is hereby amended by (i) deleting the
phrase “any and all MS Indebtedness from time to time outstanding” and inserting
in lieu thereof the phrase “any and all MS Indebtedness, other than the Senior
Unsecured Facility MS Indebtedness, from time to time outstanding” and (ii)
inserting the following new subsections in proper alphabetical
order:

     

    “(d)         Without
limiting Sections 5.01(a) and (b) hereto, to secure payment of the Repurchase
Obligations owing to Buyer, each Seller hereby grants to Buyer a security
interest in all of Seller’s right, title and interest in, to and under each of
the following items of property, whether now owned or hereafter acquired, now
existing or hereafter created and wherever located, hereinafter referred to as
the “Collateral”:

     

    (i)           the
Collection Account and all monies from time to time on deposit in the Collection
Account;

     

    
      
        
        

      

      
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    (ii)          the
Lockbox Account and all monies from time to time on deposit in the Lockbox
Account,

     

    (iii)         the
Transaction Asset Items;

     

    (iv)         any
and all replacements, substitutions, distributions on, income relating to or
proceeds of any and all of the foregoing; and

     

    (v)          each
Seller’s right under each Interest Rate Protection Agreements, if any, relating
to the Transaction Assets to secure the Repurchase Obligations.

     

    (e)           Buyer’s
security interest in the Collateral shall terminate only upon termination of
each Seller’s obligations under this Agreement, all Interest Rate Protection
Agreements and the documents delivered in connection herewith and
therewith.  Upon such termination, Buyer shall deliver to each Seller
such UCC termination statements and other release documents as may be
commercially reasonable and return the Transaction Assets to the applicable
Seller and reconvey the Transaction Asset Items to the applicable Seller and
release its security interest in the Collateral.  For purposes of the
grant of the security interest pursuant to this Section 5, this Agreement shall
be deemed to constitute a security agreement under the Uniform Commercial
Code.  Buyer shall have all of the rights and may exercise all of the
remedies of a secured creditor under the Uniform Commercial Code and the other
laws of the State of New York.  In furtherance of the foregoing, (a)
Buyer, at Sellers’ sole cost and expense, shall cause to be filed in such
locations as may be necessary to perfect and maintain perfection and priority of
the security interest granted hereby, UCC financing statements and continuation
statements (collectively, the “Filings”), and shall
forward copies of such Filings to Sellers upon completion thereof, and (b) each
Seller shall from time to time take such further actions as may be requested by
Buyer to maintain and continue the perfection and priority of the security
interest granted hereby (including marking its records and files to evidence the
interests granted to Buyer hereunder).

     

    (f)           Each
Seller acknowledges that it has no right to service the Transaction Assets but
only has rights pursuant to Section 12.14, as a party to a Servicing Agreement
or any other servicing agreement with respect to the Transaction
Assets.  Without limiting the generality of the foregoing and in the
event that a Seller is deemed to retain any residual Servicing Rights, and for
the avoidance of doubt, each Seller grants, assigns and pledges to Buyer a
security interest in the Servicing Rights and proceeds related thereto and in
all instances, whether now owned or hereafter acquired, now existing or
hereafter created.  The foregoing provision is intended to constitute
a security agreement or other arrangement or other credit enhancement related to
the Agreement and Transactions hereunder as defined under Sections 101(47)(v)
and 741(7)(x) of the Bankruptcy Code.”

     

    
      
        
        

      

      
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    (p)           Section
5.02 of the Existing Repurchase Agreement is hereby amended by deleting
subsection (a) thereof in its entirety and inserting in lieu thereof the
following new subsection (a):

     

    “(a)           Each
Seller shall undertake, with respect to each Transaction Asset sold to Buyer and
deemed to be pledged hereunder as security for a Transaction pursuant to
Section 5.01(a) and the other Collateral pledged pursuant to Section
5.01(d), any and all actions deemed necessary by Buyer for the transfer by the
relevant Seller to Buyer of a valid ownership interest and the granting of a
precautionary first priority security interest, as the case may be, in such
Transaction Asset and other Collateral.  Without limiting the
generality of the foregoing, each Seller shall take such steps as are necessary
for (i) the transfer of a valid ownership interest and the granting and
perfection of a precautionary first priority security interest in securities and
related Transaction Assets and (ii) the granting and perfection of a first
priority security interest in the Collateral.”

     

    (q)           Section
5.03 of the Existing Repurchase Agreement is hereby amended by deleting all
references therein to “Transaction Assets” and inserting in lieu thereof the
phrase “Transaction Assets and other Collateral.”

     

    (r)           Section
5.06 of the Existing Repurchase Agreement is hereby amended by (i) deleting the
reference to “Transaction Asset” in the first sentence thereof and inserting in
lieu thereof the phrase “Transaction Asset and other Collateral,” and (ii) by
deleting the last sentence thereof in its entirety and inserting in lieu thereof
the following:

     

    “For
purposes hereof, proceeds shall include, but not be limited to, all principal
and interest payments, all prepayments and payoffs, insurance condemnation
awards, sale proceeds, real estate owned rents and any other income and all
other amounts received with respect to the Transaction Assets and other
Collateral.”

     

    (s)           Section
5.07 of the Existing Repurchase Agreement is hereby amended by inserting the
following at the end thereof:

     

    “Notwithstanding
anything contained herein to the contrary and without limiting the generality of
any of the foregoing, if an Event of Default shall occur and be continuing,
Buyer may, at its option, notify any bank or other depository institution to
liquidate the applicable Collections Account and Lockbox Account maintained or
held thereby and remit all funds and proceeds thereof to an account specified by
Buyer, for application in accordance with this Agreement.”

     

    (t)           Section
5.10 of the Existing Repurchase Agreement is hereby amended by deleting the
reference therein to “Transaction Assets” and inserting in lieu thereof the
phrase “Transaction Assets and other Collateral.”

     

    (u)           Section
5.11 of the Existing Repurchase Agreement is hereby amended by deleting it in
its entirety and inserting in lieu thereof the following:

     

    
      
        
        

      

      
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    “5.11       Release of Transaction
Assets.  Provided that no Default or Event of Default shall
exist (other than a Default or Event of Default that (a) relates solely to the
Transaction Assets to be released and (b) will no longer exist after giving
effect to such release) and either (x) Seller shall have paid all sums then due
under the Transaction relating thereto or (y) Buyer shall have applied 100% of
the Net Proceeds from a Permitted Disposition pursuant to Section 4.07(a)
hereof, then upon (i) the relevant Seller’s payment in full of the Asset
Specific Transaction Balance with respect to a portion of the Transaction Assets
or the application of such Net Proceeds pursuant to Section 4.07(a) hereof, and
(ii) receipt by Buyer of a written request from such Seller for the release of
such Transaction Asset, Buyer shall as soon as practicable release (and Buyer
shall reasonably cooperate with such Seller to facilitate reasonable escrow
arrangements to facilitate a simultaneous release of) the related Transaction
Asset Documents and the related Transaction Asset and any liens related thereto
to such Seller or, to the extent necessary to facilitate future savings of
mortgage tax in states that impose mortgage taxes, assign such liens as such
Seller shall request, provided that any such assignments shall be without
expense, recourse, representation or warranty of any kind except that Buyer
shall represent and warrant that such Transaction Asset has not been previously
assigned by Buyer.  At Sellers’ expense, Buyer shall with reasonable
promptness, after a written request from Seller, execute any document or
instrument necessary to effectuate such release or assignment.

     

    (v)           Section
5.12 of the Existing Repurchase Agreement is hereby amended by (i) deleting all
references therein to “Margin Maintenance Asset Value” and inserting in lieu
thereof the term “Collateral Value” and (ii) by deleting all references therein
to “Aggregate Margin Maintenance Asset Value” and inserting in lieu thereof the
phrase “aggregate Collateral Value of all Transaction Assets.”

     

    (w)           Section
6.02(b) of the Existing Repurchase Agreement is hereby amended by deleting the
parenthetical “(in the case of the representations and warranties in Section
7.09, solely with respect to Eligible Transaction Assets included in the
Aggregate Margin Maintenance Asset Value)” therein in its entirety and inserting
in lieu thereof the following:

     

    “(in the
case of the representation and warranties in Section 7.09, solely with respect
to Eligible Transaction Assets sold to Buyer in connection with such
Transaction)”

     

    (x)          Section
6.02(c) of the Existing Repurchase Agreement is hereby amended by deleting all
references therein to “Aggregate Margin Maintenance Asset Value” and inserting
in lieu thereof the phrase “aggregate Collateral Value of all Transaction
Assets.”

     

    (y)           Section
6.02 of the Existing Repurchase Agreement is hereby amended by inserting the
following new subsection (k) in proper alphabetical order:

     

    
      
        
        

      

      
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    “(k)         “Initial Advance Rate,
Initial Mark, Initial Value.  Buyer shall have determined the
Initial Advance Rate, Initial Mark, Initial Value, Purchase Price, Pricing
Rate and any other information listed in Exhibit G hereto with respect to
such Eligible Transaction Asset and shall have amended Exhibit G to reflect such
determinations.”

     

    (z)           Section
7.11 of the Existing Repurchase Agreement is hereby amended by deleting the
phrase “relating to the Transaction Assets” therein in its entirety and
inserting in lieu thereof “relating to the Transaction Assets and the
Collateral”.

     

    (aa)           Section
8.06(d) of the Existing Repurchase Agreement is hereby amended by (i) deleting
all references therein to “Margin Maintenance Asset Value” and inserting in lieu
thereof the term “Collateral Value” and (ii) by inserting the following new
subsections in proper numerical order and renumbering subsequent subsections
accordingly:

     

    “(iii)        any
default related to any Senior Secured Facility or the Senior Unsecured Facility,
(iv) any proposed waiver, extension, amendment, or modification to any Senior
Secured Facility or the Senior Unsecured Facility, (v) any new investments made
in compliance with Section 8.18 hereof, (vi) any new Indebtedness incurred in
compliance with Section 8.19 hereof,”

     

    (bb)         Section
8.10 of the Existing Repurchase Agreement is hereby amended by deleting it in
its entirety and inserting in lieu thereof the following:

     

    “8.10       Limitation on
Liens.  Each Seller will defend the Transaction Assets and the
other Collateral against, and will take such other action as is necessary to
remove, any Lien, security interest or claim on or to the Transaction Assets and
the other Collateral, other than the security interests created, or otherwise
specifically permitted in writing by Buyer under this Agreement, and each Seller
will defend the right, title and interest of Buyer’s in and to any Transaction
Asset and any other Collateral against the claims and demands of all persons
whomsoever.  A Seller may request from time to time, subject to
Buyer’s approval in Buyer’s sole determination, to sell participation interests
in its interests in Transaction Assets in connection with a Permitted
Disposition, the sale of which participation interests shall be arm’s length
transactions and subject to such terms and conditions as Buyer in its sole
discretion shall require; provided that Buyer
(a) retains an interest in the tranche or participation that is not sold or
refinanced pursuant to such Permitted Disposition, subject to the terms of this
Agreement or (b) shall maintain a security interest in such tranche or
participation that is not sold or refinanced pursuant to such Permitted
Disposition; and provided further, that such Seller complies in all respects
with the Transaction Asset Document delivery requirements contained in this
Agreement and the Custodial Agreement.”

     

    (cc)         Section
8 of the Existing Repurchase Agreement is hereby amended by

     

    
      
        
        

      

      
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    (i)           deleting
Sections 8.05, 8.11, 8.12, 8.13, 8.16 and 8.17 in their entirety and inserting
in lieu thereof the following new Sections in proper numerical
order:

     

    “8.05       LTCV.  If
at any time there exists a Valuation Test Failure, each Seller shall cure same
in accordance with Section 3.04 hereof.

     

    8.11         Limitation on
Distributions.  No Seller shall make any payment on account of,
or set apart assets for, a sinking or other analogous fund for the purchase,
redemption, defeasance, retirement or other acquisition of any equity or
partnership interest of any Seller, whether now or hereafter outstanding, or
make any other distribution in respect of any of the foregoing or to any
shareholder or equity owner of any Seller, either directly or indirectly,
whether in cash or property or in obligations of any Seller or any of Subsidiary
of a Seller, except to the minimum extent required for a Seller to maintain its
status as a real estate investment trust and, to the extent permitted, such
distribution shall be made in equity in lieu of cash; provided that any Seller
may make distributions to CT or any other wholly-owned Subsidiary of
CT.

     

    8.12         Reserved.

     

    8.13         Reserved.

     

    8.16         Reserved.

     

    8.17         Reserved.”;
and

     

    (ii) by
adding the following new sections in proper numerical order:

     

    “8.18       
No New
Investments.  Without the prior written consent of Buyer, no
Seller shall, nor permit any Subsidiary to, originate, acquire or invest in any
new stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment in, any Person
except to (a) make co-investments in future funds of which CT (or its
Affiliates) is the sponsor or manager, and (b) make protective investments to
defend existing Transaction Assets or assets subject to another Senior Secured
Facility or that are pledged as collateral security for the Senior Unsecured
Facility.  With respect to co-investments, (a) no investments will be
permitted in the first six (6) months following the Amendment No. 10 Effective
Date, (b) the projected base management fees generated by the proposed future
fund over the first 36 months must equal or exceed the co-investment commitment,
and (c) the total amount of co-investment capital for all such proposed future
funds may not exceed $10,000,000 without the prior written approval of
Buyer.  With respect to protective investments made in respect of
Transaction Assets or assets subject to another Senior Secured Facility, the
amount of each investment may not exceed $5,000,000 per Transaction Asset,
transaction or asset.  With respect to protective investments made in
respect of assets pledged as collateral security for the Senior Unsecured
Facility, the aggregate amount of such investments may not exceed
$1,000,000.

     

    
      
        
        

      

      
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    8.19         
No New
Indebtedness.  No Seller shall, nor permit any Subsidiary to,
create, incur, assume or permit to exist any Indebtedness other than the
Indebtedness already incurred as of the Amendment No. 10 Effective Date; provided, that
additional Indebtedness may be incurred by Sellers or any of their Subsidiaries
so long as the following conditions are satisfied: (i) to the extent that the
Indebtedness is incurred in connection with a Permitted Disposition, the Net
Proceeds of such Permitted Disposition are applied in accordance to Section
4.07(a), (ii) to the extent that such new Indebtedness is unsecured (and
subordinate to all obligations owed by the applicable Seller under any Secured
Plan Facility or the Senior Unsecured Facility) or incurred through the pledge
of unencumbered assets, 100% of the Net Proceeds of such Indebtedness are
deposited in the CT Cash Account and (iii) to the extent that such new
Indebtedness is recourse Indebtedness, only to the extent that it replaces
existing recourse Indebtedness or is subordinate to all obligations owed to
Buyer (and to the extent such new Indebtedness is not subject to clause (i)
above, 100% of the Net Proceeds of such Indebtedness are deposited in the CT
Cash Account).

     

    8.20           FY 2009
Compensation.  For all employees of CT and its Subsidiaries,
other than the CEO, COO & CFO, total cash compensation (including base
salary and bonus), in the aggregate shall not exceed $5.8
million.  Subject to the limitation in the preceding sentence,
compensation for individual employees shall be determined by CT in its sole
discretion.  For CT’s CEO, COO & CFO, (i) base salaries shall
remain the same as in effect in 2008, and (ii) any cash bonus will be approved
based upon performance metrics designed to create alignment with the interests
of the Secured Plan Participants and the Unsecured Lenders and must be approved
by unanimous consent of a committee comprised of (x) a representative selected
by the Secured Plan Participants, (y) the administrative agent of the Senior
Unsecured Facility and (z) a representative selected by the board of
directors of CT.

     

    8.21           Key Man
Clause.  John Klopp and/or Stephen Plavin will continue their
current employment with their current respective responsibilities throughout the
term of this Agreement; provided that if both
John Klopp and Stephen Plavin are no longer so employed, replacement(s)
acceptable to Buyer in its sole and absolute discretion shall be appointed
within 30 days after their departure.

     

    8.22           Liquidity
Covenant.  CT shall maintain, at all times, a minimum Liquidity
of $7,000,000 in 2009 and $5,000,000 thereafter.

     

    8.23           Additional Reporting;
Budgets.  Without duplicating the reports provided under
Section 8.01, Sellers will provide Buyer with (a) certified quarterly financial
statements and audited annual financial statements prepared in accordance with
GAAP, filed within SEC mandated time frames, (b) within thirty (30) Business
Days following the end of each calendar month commencing with April 2009,
unaudited monthly financial statements, (c) within ten (10) Business Days
following the end of each calendar month, reports on asset level performance for
each Transaction Asset, and (d) promptly, following any reasonable request
therefor, reports of such other information regarding each Seller’s operations,
business affairs and financial condition, or compliance with the terms of this
Agreement.  Any reports provided above will include, without
limitation, details of Sellers’ cash accounts at each quarter end and a schedule
of each Seller’s Excess Cash, Unrestricted Cash and Unfunded
Commitments.  Sellers agree to provide Buyer with an annual budget no
later than 60 days after the end of each fiscal year.

     

    
      
        
        

      

      
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    8.24           Bankruptcy.  No
Seller will (i) voluntarily commence any proceeding or file any petition seeking
liquidation, reorganization or other relief under any Federal, state or foreign
bankruptcy, insolvency, receivership or similar law now or hereafter in effect,
(ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (i), (iii)
apply for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for such Seller or for a
substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing.

     

    8.25           Consent
Rights.  No Seller will amend, modify or otherwise agree to any
change in the applicable documents for any Transaction Asset, the Underlying
Property or other underlying collateral thereunder or the Mortgaged Property
thereunder, without the prior written consent of Buyer.

     

    8.26           Amendments.  No
Seller shall agree to any amendment or modification to any Senior Secured
Facility nor the Senior Unsecured Facility that relates to the subject matter of
Amendment No. 10 or would adversely impair the interests Buyer without the prior
written consent of Buyer.

     

    8.27           Lockbox
Account.  Sellers acknowledge that Buyer shall, until all MRA
Obligations are satisfied and this Agreement terminates pursuant to its terms,
maintain control over the Lockbox Account subject to the terms of the Lockbox
Account Control Agreement.  At Sellers’ expense, Buyer may require
that Sellers establish a new Lockbox Account at a depository institution
selected by Buyer in its sole discretion and such new Lockbox Account shall be
the “Lockbox Account” for all purposes hereunder.

     

    8.28           Lehman
Facility.  No Seller shall agree to any amendment or
modification to the Lehman Facility without the prior written consent of Buyer,
such consent not to be unreasonably withheld, conditioned or
delayed.

     

    8.29           Deposit
Accounts.  All deposit accounts (other than (i) the Lockbox
Account and (ii) any other deposit accounts specifically relating to the
Transaction Assets or any asset or collateral subject to any Senior Secured
Facility or the Senior Unsecured Facility) shall be established and maintained
with financial institutions that are not Secured Plan Participants nor Unsecured
Lenders; provided that the Sellers may maintain the JPMorgan Account so long as
(w) no more than $1,000,000 may remain in the JPMorgan Account at any time, (x)
no Seller may transfer any funds into the JPMorgan Account from any CT Cash
Account, (y) any funds deposited in the JPMorgan Account will be transferred to
a CT Cash Account within two (2) Business Days from receipt of such funds in the
JPMorgan Account and (z) all funds in the JPMorgan Account will be transferred
to a CT Cash Account and the JPMorgan Account will be closed on or before
December 31, 2009.  For the avoidance of doubt, the Lockbox Account,
any other Collection Account and any other deposit account relating to
Transaction Assets may be established and maintained at any financial
institution selected by Buyer in its sole discretion.”

     

    
      
        
        

      

      
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    (dd)           Section
9 of the Existing Repurchase Agreement is hereby amended by deleting subsection
(e) in its entirety and inserting in lieu thereof the following new subsection
(e):

     

    “(e)           (i)
any Seller shall fail to comply with the requirements of Section 8.03(a),
Section 8.04, Section 8.05, Section 8.06, Sections 8.08 through 8.22, or
Sections 8.24 through 8.26 hereof, (ii) or any Seller shall otherwise fail to
comply with the requirements of Section 8.03 hereof and such default shall
continue unremedied for a period of ten (10) Business Days, or (iii) any Seller
shall fail to observe or perform any other covenant or agreement contained in
this Agreement or any other Transaction Document and such failure to observe or
perform shall continue unremedied for a period of ten (10) Business Days,
or”.

     

    (ee)           Section
9 of the Existing Repurchase Agreement is hereby amended by deleting subsection
(l) in its entirety and inserting in lieu thereof the following new subsection
(l):

     

    “(l)           any
event or condition occurs that results in (i) any obligation or liability of any
Seller under any note, indenture, loan agreement, guaranty, swap agreement or
any other contract to which it is a party (other than MS Indebtedness), whether
singly or in the aggregate, in excess of $1,000,000 becoming due prior to its
scheduled maturity or that enables or permits (after the expiration of all grace
or cure periods) the beneficiaries of, the holder or holders of, or any other
party to any such indebtedness or contract, or any trustee or agent on its or
their behalf, to cause any such obligation or liability to become due, or to
require the prepayment, repurchase, redemption or defeasance thereof, prior to
its scheduled maturity or (ii) any monetary default under any note, indenture,
loan agreement, guaranty, swap agreement or any other contract, credit facility
or other obligation of a Seller (other than MS Indebtedness) if the aggregate
amount of such credit facility, contract or other obligation in respect of which
such monetary default shall have occurred is at least $1,000,000; provided that this
Event of Default shall not apply to secured indebtedness that becomes due as a
result of the sale or transfer of the property or assets securing such
indebtedness, or”

     

    
      
        
        

      

      
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    (ff)          Section
12.03(b)(ii) of the Existing Repurchase Agreement is hereby amended by deleting
the phrase “with respect to Transaction Asset” in its entirety and inserting in
lieu thereof “with respect to Transaction Assets and other
Collateral”.

     

    (gg)           Section
12.15 of the Existing Repurchase Agreement is hereby amended by deleting the
phrase “Aggregate Margin Maintenance Asset Value under Section 3.04(a) hereof”
therein in its entirety and inserting in lieu thereof the term “Collateral
Value.”

     

    (hh)         The
Existing Repurchase Agreement is hereby amended by inserting Exhibit A attached
hereto as a new Exhibit G in proper alphabetical order.

     

    SECTION 2. Agreement.  Each
Seller hereby agrees that, as of the date hereof, no additional Transactions
shall be permitted under the Repurchase Agreement.

     

    SECTION 3. Conditions
Precedent.  This Amendment shall become effective on the date
(the “Amendment
Effective Date”) on which (1) all the representations and warranties made
by Sellers in this Amendment are true and correct and (2) Buyer shall have
received:

     

    (a)           this
Amendment, executed and delivered by a duly authorized officer of each of
Sellers and Buyer;

     

    (b)           a
payment to Buyer on account of the Repurchase Price of all Transaction Assets,
such payment to be allocated in Buyer’s sole discretion among the Transaction
Assets, in an amount equal to $5,440,498.93;

     

    (c)           evidence
satisfactory to Buyer in its sole discretion that the Lockbox Account has been
established with a depository bank acceptable to Buyer in its sole
discretion;

     

    (d)           the
initial Lockbox Account Control Agreement, executed and delivered by a duly
authorized officer of the parties thereto;

     

    (e)           the
Warrant, executed and delivered by a duly authorized officer of CT;

     

    (f)           legal
opinions from counsel to the Sellers dated as of the date hereof addressed to
Buyers and its successors and assigns (i) as to the enforceability of the
Repurchase Agreement, as amended by this Amendment, and (ii) as to each Seller’s
authority to execute, deliver and perform its obligations under the Repurchase
Agreement as amended hereby, in each case, in form and substance acceptable to
Buyer in its reasonable discretion;

     

    (g)           evidence,
satisfactory to the Buyer in its sole discretion, of the payment in full of all
obligations owed by any Seller under, and the termination of, the credit
facilities identified on Schedule I hereto;

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    (h)          a
copy of an amendment to the Senior Unsecured Facility, executed and delivered by
a duly authorized officer of the parties thereto, in form and substance
acceptable to Buyer in its sole discretion; and

     

    (i)           for
the account of Buyer, payment and reimbursement for all of Buyer’s corresponding
costs and expenses incurred in connection with this Amendment, all prior
amendments and modifications to the Repurchase Agreement, any other documents
prepared in connection herewith and therewith and the transactions contemplated
hereby and thereby.

     

    SECTION 4. Representations and
Warranties.  On and as of the date first above written, each of
Sellers hereby represents and warrants to Buyer that (a) it is in compliance
with all the terms and provisions set forth in the Repurchase Agreement on its
part to be observed or performed, (b) after giving effect to this Amendment, no
Default or Event of Default under the Repurchase Agreement has occurred and is
continuing, and (c) after giving effect to this Amendment, the representations
and warranties contained in Section 7 of the Repurchase Agreement are true and
correct in all material respects as though made on such date (except for any
such representation or warranty that by its terms refers to a specific date
other than the date first above written, in which case it shall be true and
correct in all material respects as of such other date).

     

    SECTION 5. General
Release.  For good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Seller, for: (i) itself, (ii)
any parent or Subsidiary thereof, and (iii) the respective partners, officers,
directors, shareholders, successors and assigns of all of the foregoing persons
and entities,

     

    (a)           hereby
releases and forever discharges Buyer and each of its subsidiaries, affiliates,
its past, present and future officers, directors, agents, employees, partners,
managers, shareholders, servants, attorneys and representatives, as well as
their, successors, assigns, their respective heirs, legal representatives,
legatees, predecessors-in-interest, successors and assigns, of and from any and
all actions, claims, demands, damages, debts, suits, contracts, agreements,
losses, liabilities, indebtedness, causes of action either at law or in equity,
obligations of whatever kind or nature, accounts, defenses, and offsets against
liabilities and obligations, whether known or unknown, direct or indirect, new
or existing, by reason of any matter, cause or thing whatsoever occurring on or
prior to the date hereof arising out of or relating to any matter or thing
whatever, including without limitation, such claims and defenses as fraud,
misrepresentation, breach of duty, mistake, duress, usury, claims pertaining to
so-called “lender liability,” and claims pertaining to creditor’s rights, which
such party ever had, now has, or might hereafter have against the other, jointly
or severally, for or by reason of any matter, act, omission, cause or thing
whatsoever occurring, on or prior to the date of this Amendment, that is related
to, in whole or in part, directly or indirectly, the Transactions, the
Repurchase Agreement, the Transaction Documents and this Amendment;
and

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    (b)           warrants,
represents and acknowledges that it has no defenses to the payment of, nor any
right to set off against, all or any of the MRA Obligations set forth in the
Transaction Documents, nor any counterclaims or other rights of action against
Buyer of any kind whatsoever, including, without limitation, any right to
contest any of the following: the enforceability, applicability or validity of
any provisions of the Transaction Documents, Buyer’s right to all proceeds of
the Transaction Assets, the existence, validity, enforceability, or perfection
of any security interest or mortgage in favor of Buyer, the conduct of Buyer in
administering the Transaction Documents and any legal fees and expenses incurred
by the Buyer under the Repurchase Agreement, the other Transaction Documents or
this Amendment.

     

    SECTION 6. Limited
Effect.  Except as expressly amended and modified by this
Amendment, the Existing Repurchase Agreement shall continue to be, and shall
remain, in full force and effect in accordance with their respective terms;
provided, however, that upon
the Amendment Effective Date, all references in the Repurchase Agreement to the
“Transaction Documents” shall be deemed to include, in any event, this
Amendment.  Each reference to Repurchase Agreement in any of the
Transaction Documents shall be deemed to be a reference to the Repurchase
Agreement as amended hereby.

     

    SECTION 7. Override
Provision.  Notwithstanding any provision in the Repurchase
Agreement to the contrary, which are hereby pro tanto superseded and
modified or replaced mutatis
mutandis to the extent of any inconsistency, the provisions in this
Amendment shall apply from and after the date hereof.

     

    SECTION 8. Counterparts.  This
Amendment may be executed by each of the parties hereto on any number of
separate counterparts, each of which shall be an original and all of which taken
together shall constitute one and the same instrument.  Delivery of an
executed counterpart of a signature page to this Amendment in Portable Document
Format (PDF) or by facsimile transmission shall be effective as delivery of a
manually executed original counterpart thereof.

     

    SECTION 9. GOVERNING
LAW.  THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

     

    [SIGNATURES
FOLLOW]

    


    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	 	 
	 	
                                          
                                            
                                              CAPITAL
      TRUST, INC.

                                            

                                          

                                        	 
	 	 	 	 
	 	
                                          By: 

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


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

          

          

        

        

        

        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	 	 
	 	
                                    
                                      
                                        CT
      RE CDO 2004-1 SUB, LLC

                                      

                                    

                                  	 
	 	 	 	 
	 	
                                    By: 

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


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	 	 
	 	
                                            
                                              
                                                CT
      RE CDO 2005-1 SUB, LLC

                                              

                                            

                                          	 
	 	 	 	 
	 	
                                            By: 

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


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            

            

          

          

          

          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	 	 
	 	
                                      
                                        
                                          CT
      XLC HOLDING, LLC

                                        

                                      

                                    	 
	 	 	 	 
	
                                       

                                    	
                                      By: 

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


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      	
               
      

            	
               

            


    

     

    
      
        
        

      

      
        
          Signature
Page to Amendment No. 10 to Master Repurchase Agreement

        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	 	 	 
	 	
                                            
                                              
                                                
                                                  MORGAN
      STANLEY BANK, N.A.

                                                

                                              

                                            

                                          	 
	 	 	 	 
	 	
                                            By: 

                                          	/s/ Cynthia Eckes	 
	 	 	Name:
      Cynthia Eckes	 
	 	 	Title:
      Authorized Signatory	 
	 	 	 	 


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

            
              
              

            

          

          
            
            

          

          
            
              
                
                  
                    
                      
                        
                           

                          
                            
                              
                              

                            

                            
                              
                                Signature
Page to Amendment No. 10 to Master Repurchase Agreement

                              

                              
                                

                              

                            

                            
                              
                              

                            

                          

                           

                        

                      

                    

                  

                

              

            

          

        

      

    

    Schedule
I

     

    Closeout
Facilities

     

    1.           Amended
and Restated Master Repurchase Agreement, dated as of August 15, 2006, between
Capital Trust, as seller, and Goldman Sachs Mortgage Company (“Goldman”), as
buyer, as supplemented by that certain Amended and Restated Annex I to Amended
and Restated Master Repurchase Agreement, dated as of October 30,
2007.

     

    2.           Master
Repurchase Agreement, dated as of October 30, 2007, between Capital Trust, as
seller, and Goldman, as buyer, as supplemented by that certain Annex I to Master
Repurchase Agreement, dated as of October 30, 2007.

     

    
      
        
        

      

      
        Schedule
I