Unassociated Document


  
     

    
      TERMINATION
AGREEMENT

       

      TERMINATION OF MASTER
REPURCHASE AGREEMENT, dated as of March 16, 2009  (this “Termination”),
between CAPITAL
TRUST, INC., a
Maryland corporation (the “Seller”) and GOLDMAN SACHS MORTGAGE
COMPANY, a New York limited partnership (the “Buyer”).

       

      WHEREAS, Seller and Buyer are
parties to that certain Master Repurchase Agreement, dated as of October 30,
2007 as supplemented by that certain Annex I, dated as of October 30, 2007 (the
“Alternate-Funded
Master Repurchase Agreement”).  Seller and Buyer desire to
terminate the Alternate-Funded Master Repurchase Agreement, which
Alternate-Funded Master Repurchase Agreement was entered into in connection with
that certain Amended and Restated Master Repurchase Agreement between Seller and
Buyer, dated as of August 15, 2006 as supplemented by that certain Amended and
Restated Annex I, dated as of October 30, 2007 (as amended, supplemented or
modified, and together with all schedules, annexes and exhibits thereto, and all
confirmations exchanged pursuant to the Transactions entered into in connection
therewith, the "Master
Repurchase Agreement"), which Master Repurchase Agreement has been
terminated as of the date hereof.

      


      NOW, THEREFORE, in
consideration of the mutual promises herein contained, the parties hereto agree
that, to the full extent of their respective interests therein, the
Alternate-Funded Master Repurchase Agreement and any other agreement, document
or instrument executed and delivered in connection with the Alternate-Funded
Master Repurchase Agreement shall each be deemed terminated effective as of the
date hereof and shall be of no further force or effect.

       

      This
Termination may be executed in counterparts, each of which when so executed
shall be deemed to be an original and all of which when taken together shall
constitute one and the same agreement.

       

      


       

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

       

       

      
        	 	

                CAPITAL
      TRUST, INC., as Seller

              	 
	 	 	 	 
	 	 	 	 
	
                 

              	
                By: 

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


      

    
   

    
      
        
          	 	

                  GOLDMAN
      SACHS MORTGAGE COMPANY, as Buyer

                	 
	 	 	 	 
	
                   

                	
                  By: 

                	

                  Goldman
      Sachs Real Estate Funding Corp., its general partner

                	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	

                  By: 

                	/s/
      Mark Buono	 
	 	 	 	Name: Mark
      Buono	 
	 	 	 	Title: Vice
      President