Unassociated Document


  
     

    
      
        Exhibit
10.47.d

      

    

     

     

    
 

    AMENDED
AND RESTATED

    ANNEX
I

    to

    AMENDED
AND RESTATED MASTER REPURCHASE AGREEMENT

    between

    GOLDMAN
SACHS MORTGAGE COMPANY,

    as
Buyer

    and

    CAPITAL
TRUST, INC.,

    as
Seller

     

     

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


          
            TABLE
OF CONTENTS

            


            Page

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	
                                                                        1.

                                                                      	          	
                                                                        APPLICABILITY;
      OTHER APPLICABLE ANNEXES

                                                                      	 	 	1	 
	 	 	 	 	 	 	 
	
                                                                        2.

                                                                      	 	
                                                                        ADDITIONAL
      AND SUBSTITUTE DEFINITIONS

                                                                      	 	 	1	 
	 	 	 	 	 	 	 
	
                                                                        3.

                                                                      	 	
                                                                        INITIATION;
      CONFIRMATION; TERMINATION; FEES

                                                                      	 	 	20	 
	 	 	 	 	 	 	 
	
                                                                        4.

                                                                      	 	
                                                                        MANDATORY
      PAYMENT OR DELIVERY OF ADDITIONAL ASSETS

                                                                      	 	 	28	 
	 	 	 	 	 	 	 
	
                                                                        5.

                                                                      	 	
                                                                        INCOME
      PAYMENTS AND PRINCIPAL PAYMENTS

                                                                      	 	 	29	 
	 	 	 	 	 	 	 
	
                                                                        6.

                                                                      	 	
                                                                        CAUTIONARY
      SECURITY INTEREST

                                                                      	 	 	31	 
	 	 	 	 	 	 	 
	
                                                                        7.

                                                                      	 	
                                                                        PAYMENT,
      TRANSFER AND CUSTODY

                                                                      	 	 	32	 
	 	 	 	 	 	 	 
	
                                                                        8.

                                                                      	 	
                                                                        CERTAIN
      RIGHTS OF BUYER WITH RESPECT TO THE PURCHASED LOANS

                                                                      	 	 	39	 
	 	 	 	 	 	 	 
	
                                                                        9.

                                                                      	 	
                                                                        SUBSTITUTION

                                                                      	 	 	39	 
	 	 	 	 	 	 	 
	10.	 	
                                                                        REPRESENTATIONS

                                                                      	 	 	40	 
	 	 	 	 	 	 	 
	11.	 	
                                                                        NEGATIVE
      COVENANTS OF SELLER

                                                                      	 	 	43	 
	 	 	 	 	 	 	 
	12.	 	
                                                                        AFFIRMATIVE
      COVENANTS OF SELLER

                                                                      	 	 	44	 
	 	 	 	 	 	 	 
	13.	 	
                                                                        INTENTIONALLY
      OMITTED

                                                                      	 	 	48	 
	 	 	 	 	 	 	 
	14.	 	
                                                                        EVENTS
      OF DEFAULT; REMEDIES

                                                                      	 	 	48	 
	 	 	 	 	 	 	 
	15.	 	
                                                                        SINGLE
      AGREEMENT

                                                                      	 	 	53	 
	 	 	 	 	 	 	 
	16.	 	
                                                                        NOTICES
      AND OTHER COMMUNICATIONS

                                                                      	 	 	53	 
	 	 	 	 	 	 	 
	17.	 	
                                                                        NON-ASSIGNABILITY

                                                                      	 	 	53	 
	 	 	 	 	 	 	 
	18.	 	
                                                                        GOVERNING
      LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

                                                                      	 	 	54	 
	 	 	 	 	 	 	 
	19.	 	
                                                                        NO
      RELIANCE; DISCLAIMERS

                                                                      	 	 	55	 
	 	 	 	 	 	 	 
	20.	 	
                                                                        INDEMNITY
      AND EXPENSES

                                                                      	 	 	56	 
	 	 	 	 	 	 	 
	21.	 	
                                                                        DUE
      DILIGENCE

                                                                      	 	 	57	 
	 	 	 	 	 	 	 
	22.	 	
                                                                        SERVICING

                                                                      	 	 	57	 
	 	 	 	 	 	 	 
	23.	 	
                                                                        TREATMENT
      FOR TAX PURPOSES

                                                                      	 	 	58	 
	 	 	 	 	 	 	 
	24.	 	
                                                                        INTENT

                                                                      	 	 	59	 
	 	 	 	 	 	 	 
	25.	 	
                                                                        INTENTIONALLY
      OMITTED

                                                                      	 	 	59	 
	 	 	 	 	 	 	 
	26.	 	
                                                                        MISCELLANEOUS

                                                                      	 	 	59	 


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	
                                                        SCHEDULE
      1      

                                                      	
                                                        Purchase
      Percentages and Applicable Spreads

                                                      	 	 	1-1	 
	 	 	 	 	 	 
	
                                                        SCHEDULE
      2

                                                      	
                                                        Intentionally
      Omitted

                                                      	 	 	2-1	 
	 	 	 	 	 	 
	
                                                        SCHEDULE
      3

                                                      	
                                                        Purchased
      Loan Information

                                                      	 	 	3-1	 
	 	 	 	 	 	 
	
                                                        SCHEDULE
      4

                                                      	
                                                        Approved
      Appraisers

                                                      	 	 	4-1	 


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        i

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              SCHEDULE
      5      

                            	
                              Approved
      Engineers

                            	 	 	5-1	 
	 	 	 	 	 	 
	
                              SCHEDULE
      6

                            	
                              Approved
      Environmental Consultants

                            	 	 	6-1	 
	 	 	 	 	 	 
	
                              SCHEDULE
      7-A

                            	
                              Form
      of UCC Financing Statement

                            	 	 	7-A-1	 
	 	 	 	 	 	 
	
                              SCHEDULE
      7-B

                            	
                              Form
      of UCC Financing Statement Amendment

                            	 	 	7-B-1	 
	 	 	 	 	 	 


                    

                  

                

              

            

          

        

      

    

    
      
         

      

    

    
      EXHIBITS

       

      
        
          	
                  EXHIBIT
      I

                	
                  Form
      of Confirmation

                


        

      

       

      
        
          	
                  EXHIBIT
      II

                	
                  Authorized
      Representatives of Seller

                


        

      

       

      
        
          	
                  EXHIBIT
      III

                	
                  Form
      of Custodial Delivery
Certificate

                


        

      

       

      
        
          	
                  EXHIBIT
      IV-1

                	
                  Form
      of Power of Attorney to Buyer

                


        

      

       

      
        
          	
                  EXHIBIT
      IV-2

                	
                  Form
      of Power of Attorney to
Seller

                


        

      

       

      
        
          	
                  EXHIBIT
      V

                	
                  Representations
      and Warranties Regarding the Purchased
Loans

                


        

      

       

      
        
          	
                  EXHIBIT
      VI

                	
                  Form
      of Blocked Account Agreement

                


        

      

       

      
        
          	
                  EXHIBIT
      VII

                	
                  Form
      of Direction Letter

                


        

      

       

      
        
          	
                  EXHIBIT
      VIII

                	
                  Form
      of Bailee Agreement

                


        

      

       

      
        
          	
                  EXHIBIT
      IX

                	
                  Eligibility
      Criteria

                


        

      

       

    

    


    
      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

     

    Supplemental Terms and
Conditions

     

    This
Amended and Restated Annex I dated as of October 30, 2007 (this “Annex I”) forms a
part of the Amended and Restated Master Repurchase Agreement dated as of
August 15, 2006 between Capital Trust, Inc., as seller, and Goldman Sachs
Mortgage Company, as buyer (the “Master Repurchase
Agreement” and, together with this Annex I, the “Agreement”), which
amends and restates that certain Master Repurchase Agreement dated as of
May 28, 2003, as such agreement was amended from time to time, between
Seller and Buyer (the “Original
Agreement”).  Capitalized terms used in this Annex I
without definition shall have the respective meanings assigned to such terms in
the Master Repurchase Agreement.  This Annex I is intended to
supplement the Master Repurchase Agreement and shall, wherever possible, be
interpreted so as to be consistent with the Master Repurchase Agreement;
however, in the event of any conflict or inconsistency between the provisions of
this Annex I, on the one hand, and the provisions of the Master Repurchase
Agreement, on the other, the provisions of this Annex I shall govern and
control.  All references in the Master Repurchase Agreement and in
this Annex I to “the Agreement” shall be deemed to mean and refer to the
Master Repurchase Agreement, as supplemented and modified by this Annex I
or as otherwise modified after the date hereof.

     

    1.           APPLICABILITY;
OTHER APPLICABLE ANNEXES

     

    (a)
Paragraph 1 of the Master Repurchase Agreement (“Applicability”) is hereby
deleted in its entirety and replaced with the following provisions of this
Section 1:

     

    Seller
and Buyer entered into the Original Agreement pursuant to which Buyer and Seller
agreed to enter into Transactions from time to time.  The parties have
agreed to amend and restate the Original Agreement as set forth
herein.

     

    From time
to time the parties hereto may enter into transactions in which Seller agrees to
transfer to Buyer one or more Eligible Loans against the transfer of funds by
Buyer, with a simultaneous agreement by Buyer to transfer to Seller such
Eligible Loans at a date certain (or such earlier date, in accordance with the
terms hereof), against the transfer of funds by Seller.  Each such
transaction shall be referred to herein as a “Transaction” and, unless otherwise
agreed in writing, shall be governed by the Agreement, including any
supplemental terms or conditions contained in this Annex I and in any other
annexes identified herein or therein as applicable hereunder.

     

    (b) In
addition to this Annex I and the Schedules hereto, the following Annexes
and any Schedules thereto shall form a part of the Agreement and shall be
applicable thereunder:

     

    Annex II
– Names and Addresses for Communications Between Parties.

     

    2.           ADDITIONAL
AND SUBSTITUTE DEFINITIONS

     

    (a) The
following capitalized terms in Paragraph 2 of the Master Repurchase
Agreement (“Definitions”) are hereby deleted in their entirety:

     

    (i)          
 “Additional Purchased Securities”;

     

    (ii)           “Buyer’s
Margin Amount”;

     

    (iii)          “Buyer’s
Margin Percentage”;

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (iv)           “Margin
Notice Deadline”;

     

    (v)           
“Prime Rate”;

     

    (vi)           “Purchased
Securities”;

     

    (vii)          “Seller’s
Margin Amount”; and

     

    (viii)         “Seller’s
Margin Percentage”.

     

    (b)           The
following capitalized terms shall have the respective meanings set forth below,
in lieu of the meanings for such terms set forth in Paragraph 2 of the Master
Repurchase Agreement (“Definitions”):

     

    “Act of Insolvency”
shall mean, with respect to any party, (i) the commencement by such party
as debtor of any case or proceeding under any bankruptcy, insolvency,
reorganization, liquidation, moratorium, dissolution, delinquency or similar
law, or the consent by such party to the appointment or election of a receiver,
conservator, trustee, custodian or similar official for such party or any
substantial part of its property, or the convening of any meeting of creditors
for purposes of commencing any such case or proceeding or seeking such an
appointment or election, (ii) the making by such party of a general
assignment for the benefit of creditors, or (iii) the admission in writing
by such party of its inability to pay its debts generally as they become
due.

     

    “Confirmation” shall
have the meaning specified in Section 3(d) of this
Annex I.

     

    “Income” shall mean,
with respect to any Purchased Loan at any time, any payment or other cash
distribution thereon of principal, interest, dividends, fees, reimbursements or
proceeds or other cash distributions thereon (including casualty or condemnation
proceeds).

     

    “Margin Deficit” shall
have the meaning specified in Section 4(a) of this
Annex I.

     

    “Margin Excess” shall
have the meaning specified in Section 4(c) of this
Annex I.

     

    “Market Value” shall
mean, with respect to any Purchased Loan as of any relevant date, the lesser of
(x) market value of such Purchased Loan on such date, as determined by
Buyer in its good faith but sole discretion, and (y) the par amount of such
Purchased Loan.

     

    For
purposes of Buyer’s determination, (i) the Market Value may be determined
by reference to an Appraisal, discounted cash flow analysis or other method
(which method shall be selected by Buyer in good faith), (ii) any amounts
or claims secured by related Eligible Property or Properties ranking senior to
or pari passu with the lien of the Purchased Loan may be deducted from the
Market Value of the Purchased Loan, (iii) the Market Value of any Defaulted
Loan shall be zero (unless Buyer otherwise specifies), (iv) Buyer may
consider the representations and warranties set forth in Exhibit V
(including a breach thereof), and exceptions thereto in its determination of the
Market Value of the Purchased Loans and (v) for the avoidance of doubt,
Buyer may reduce Market Value for any actual or potential risks (including risk
of delay) posed by any liens or claims on the related Eligible Property or
Properties.  Seller shall cooperate with Buyer in its determination of
the Market Value of each item of underlying collateral (including, without
limitation, providing all information and documentation in the possession of
Seller regarding such item of underlying collateral or otherwise required by
Buyer in its commercially reasonable judgment).

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Price Differential”
shall mean, with respect to any Transaction as of any date, the aggregate amount
obtained by daily application of the Pricing Rate for such Transaction to the
Repurchase Price thereof (excluding any amount attributable to Price
Differential in the definition thereof), calculated on a 365 day per year basis
for the actual number of days during the period commencing on (and including)
the Purchase Date for such Transaction and ending on (but excluding) the date of
determination (such aggregate amount to be reduced by any amount of such Price
Differential paid by Seller to Buyer, prior to such date, with respect to such
Transaction).

     

    “Pricing Rate” shall
mean, for any Purchased Loan and any Pricing Rate Period, an annual rate equal
to the LIBO Rate for such Pricing Rate Period plus the Applicable Spread for the
applicable Loan Type and shall be subject to adjustment and/or conversion as
provided in Sections 3(j) and 3(k) of this Annex I.

     

    “Purchase Date” shall
mean, with respect to any Purchased Loan, the date on which such Purchased Loan
is transferred by Seller to Buyer.

     

    “Purchase Price” shall
mean, with respect to any Purchased Loan, the price at which such Purchased Loan
is transferred by Seller to Buyer on the applicable Purchase
Date.  The Purchase Price as of any Purchase Date for any Purchased
Loan of a particular Loan Type shall be an amount (expressed in dollars) equal
to the product obtained by multiplying (i) the Market Value of such
Purchased Loan (or the par amount of such Purchased Loan, if lower than the
Market Value) by (ii) the Purchase Percentage for the related Loan
Type.

     

    “Repurchase Date”
shall mean, with respect to any Purchased Loan, the Facility Termination Date or
such earlier date specified in the related Confirmation, or, if applicable, the
related Early Repurchase Date or Accelerated Repurchase Date.

     

    “Repurchase Price”
shall mean, with respect to any Purchased Loan as of any date, the price at
which such Purchased Loan is to be transferred from Buyer to Seller upon
termination of the related Transaction; such price will be determined in each
case as the sum of the Purchase Price of such Purchased Loan and the accrued and
unpaid Price Differential with respect to such Purchased Loan as of the date of
such determination, minus all Income and other cash actually received by Buyer
in respect of such Transaction and applied towards the Repurchase Price and/or
Price Differential pursuant to Sections 3(i), 3(j), 4(a), 4(c), 5(b), 5(c),
5(d) and 5(e) of this Annex I.

     

    (c)           In
addition to the terms defined in Paragraph 2 of the Master Repurchase
Agreement  (“Definitions”) not otherwise deleted pursuant to
Section 2(a) of this Annex I and the terms defined in
Section 2(b) of this Annex I, the following capitalized terms shall
have the respective meanings set forth below:

     

    “Accelerated Repurchase
Date” shall have the meaning specified in Section 14(b)(i) of this
Annex I.

     

    “Accepted Servicing
Practices” shall mean, with respect to any Purchased Loan, servicing
practices in conformity with those accepted and prudent servicing practices in
the industry for loans of the same type and in a manner at least equal in
quality to the servicing the applicable servicer provides for assets that are
similar to such Purchased Loan.

     

    “Affiliate” shall
mean, when used with respect to any specified Person, any other Person directly
or indirectly controlling, controlled by, or under common control with, such
Person.  Control shall mean the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise, and “controlling” and “controlled” shall have meanings correlative
thereto.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    “Agreement” shall have
the meaning specified in the introductory paragraph of this
Annex I.

     

    “Alternate-Funded Aggregate
Repurchase Price” shall mean, as of any date of determination, the
“Repurchase Price” (as defined in the Alternate-Funded Repurchase Agreement) as
of such date.

     

    “Alternate-Funded Repurchase
Agreement” shall mean the Repurchase Agreement, dated as of October 30,
2007, between Seller and Buyer, as amended, supplemented or modified from time
to time.

     

    “Alternative Rate”
shall have the meaning specified in Section 3(e) of this
Annex I.

     

    “Alternative Rate
Transaction” shall mean, with respect to any Pricing Rate Period, any
Transaction with respect to which the Pricing Rate for such Pricing Rate Period
is determined with reference to the Alternative Rate.

     

    “Applicable Spread”
shall mean, (i)(a) with respect to a Purchased Loan (other than Extended Loans),
so long as no Seller Event of Default shall have occurred and be continuing, the
per annum rate specified in Schedule 1A attached hereto (and, in the case of a
Purchased Loan that has been, or is to be, pledged to the trustee under the CDO
Indenture or the CDO II Indenture, the per annum rate specified in Schedule 1B
attached hereto) as being the “Applicable Spread” for the Purchased Loans in
such Loan Type and (b) with respect to an Extended Loan, so long as no Event of
Default shall have occurred and be continuing, a per annum rate specified in
Schedule 1A attached hereto as being the “Applicable Spread” for such Extended
Loan (or such other spread notified in writing  by Buyer to Seller as
provided in Section 3(t)), and (ii) in each case, after the occurrence and
during the continuance of a Seller Event of Default, the applicable per annum
rate described in clause (i) of this definition, plus 400 basis points
(4.0%).

     

    “Appraisal” shall mean
an appraisal of any Eligible Property prepared by a licensed appraiser listed on
Schedule 4 attached hereto, as such schedule may be amended from time to
time by Seller or Buyer upon approval by Buyer in its reasonable discretion, in
accordance with the Uniform Standards of Professional Appraisal Practice of the
Appraisal Foundation, in compliance with the requirements of Title 11 of
the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and
utilizing customary valuation methods, such as the income, sales/market or cost
approaches, as any of the same may be updated by recertification from time to
time by the appraiser performing such Appraisal.

     

    “Asset Base” shall
mean, as of any date of determination, the aggregate Asset Base Components of
all Purchased Loans transferred by Seller to Buyer hereunder as of such
date.

     

    “Asset Base Component”
shall mean, as of any date of determination, with respect to each Purchased
Loan, the product of its Market Value multiplied by the Purchase Percentage
applicable to such Purchased Loan as of such date.

     

    “Assignment of Leases”
shall mean, with respect to any Purchased Loan that is a Mortgage Loan, any
assignment of leases, rents and profits or equivalent instrument, whether
contained in the related Mortgage or executed separately, assigning to the
holder or holders of such Mortgage all of the related Mortgagor’s interest in
the leases, rents and profits derived from the ownership, operation, leasing or
disposition of all or a portion of the related Mortgaged Property as security
for repayment of such Purchased Loan.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    “Assignment of
Mortgage” shall mean, with respect to any Mortgage, an assignment of the
mortgage, notice of transfer or equivalent instrument in recordable form,
sufficient under the laws of the jurisdiction wherein the related property is
located to reflect the assignment and pledge of the Mortgage.

     

    “Bailee” shall mean
Paul, Hastings, Janofsky & Walker LLP or such other third party as
Buyer may approve in its sole discretion.

     

    “Bailee Agreement”
shall mean the Bailee Agreement among Seller, Buyer and Bailee in the form of
Exhibit VIII hereto.

     

    “Blocked Account”
shall have the meaning specified in Section 5(a) of this
Annex I.

     

    “Blocked Account
Agreement” shall mean the Amended and Restated Blocked Account Agreement,
in the form attached hereto as Exhibit VI (or such other form as shall have
been approved by Buyer, such approval not to be unreasonably withheld, delayed
or conditioned), dated as of the date hereof and executed by Buyer, Seller and
the Depository Bank (and any successor thereto or replacement thereof executed
by Buyer, Seller and the Depository Bank).

     

    “Business Day” shall
mean any day other
than (i) a Saturday or Sunday and (ii) a day on which the New York
Stock Exchange, the Federal Reserve Bank of New York or the Custodian is
authorized or obligated by law or executive order to be closed.

     

    “Buyer” shall mean
Goldman Sachs Mortgage Company, and any successor or assign.

     

    “Buyer Event of
Default” shall have the meaning specified in Section 14(c) of this Annex
I.

     

    “Capital Lease
Obligations” shall mean, for any Person, all obligations of such Person
to pay rent or other amounts under a lease of (or other agreement conveying the
right to use) property to the extent such obligations are required to be
classified and accounted for as a capital lease on a balance sheet of such
Person under GAAP, and, for purposes of the Agreement, the amount of such
obligations shall be the capitalized amount thereof, determined in accordance
with GAAP.

     

    “CDO Asset” shall mean
each Purchased Loan that has a Rating Agency Stressed LTV (as defined in the CDO
Indenture) that is less than 125% and a Rating Agency Stressed DSCR (as defined
in the CDO Indenture) greater than .80x.

     

    “CDO II Asset” shall
mean each Purchased Loan that has a Rating Agency Stressed LTV (as defined in
the CDO II Indenture) that is not greater than 95% and a Rating Agency Stressed
DSCR (as defined in the CDO II Indenture) not less than 1.05x.

     

    “CDO Indenture” shall
mean the Indenture dated as of July 20, 2004, among Capital Trust RE CDO
2004-1 Ltd. and Capital Trust RE CDO 2004-1 Corp., as co-issuers, and LaSalle
Bank National Association, as trustee.

     

    “CDO II Indenture”
shall mean the Indenture for CT RE CDO 2005-1.

     

    “CDO Purchased Loan”
shall mean any Purchased Loan that meets the requirements of Exhibit IX and is
intended to be, or is, pledged to the trustee under the CDO Indenture or the CDO
II Indenture.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Change of Control”
shall mean the occurrence of any of the following events:

     

    (i)           a
majority of the members of the board of directors of Seller changes during any
twelve (12) month period after the date hereof; or

     

    (ii)           a
merger, consolidation or other transaction in which a Person which is not an
Affiliate acquires in excess of 50% of the voting common equity of
Seller.

     

    “Code” shall mean the
Internal Revenue Code of 1986, as amended.

     

    “Collection Period”
shall mean, with respect to the Remittance Date in any month, the period
beginning on but excluding the Cut-off Date in the month preceding the month in
which such Remittance Date occurs and continuing to and including the Cut-off
Date immediately preceding such Remittance Date.

     

    “Costs” shall mean,
with respect to any Purchased Loan, all out-of-pocket obligations, costs, fees,
indemnities and expenses in respect of such Purchased Loan actually incurred by
Buyer, that (i) arise out of Seller’s conduct or (ii) (A) are
required to be paid by the lender under the applicable Purchased Loan Documents
and (B) do not arise out of the gross negligence or willful misconduct of the
Buyer.

     

    “Custodial Agreement”
shall mean, with respect to Transactions involving Purchased Loans, the Amended
and Restated Custodial Agreement, dated as of the date hereof, by and among
Custodian, Seller and Buyer.

     

    “Custodial Delivery
Certificate” shall mean the custodial delivery certificate, a form of
which is attached hereto as Exhibit III, executed by Seller in connection
with its delivery of a Purchased Loan File to Buyer or its designee (including
the Custodian) pursuant to Section 7 of this Annex I.

     

    “Custodian” shall mean
Deutsche Bank Trust Company Americas or any successor Custodian appointed by
Buyer.

     

    “Cut-off Date” shall
mean the last Business Day of the calendar month preceding each Remittance
Date.

     

    “Debt to Equity Ratio”
shall mean the ratio of Total Indebtedness to Tangible Net Worth (without regard
to the application of FAS 140 or FIN 46).

     

    “Debt Yield” shall
mean, with respect to any Eligible Property or Properties directly or indirectly
securing a New Loan, the quotient (expressed as a percentage) of (i) net
operating income for the trailing twelve-month period for the most recently
ended fiscal quarter divided by (ii) the total amount of indebtedness
secured directly or indirectly by such Eligible Property or Properties that are
senior to or pari passu with the New Loan.

     

    “Default” shall mean
any event that, with the giving of notice, the passage of time, or both, would
constitute a Seller Event of Default.

     

    “Defaulted Loan” shall
mean any Purchased Loan as to which (i) there is a breach beyond any
applicable cure period of a representation, warranty or covenant by the related
borrower or obligor under the applicable Purchased Loan Documents or by Seller
under Exhibit V, (ii) there is a default beyond any applicable cure period
under the related Purchased Loan Documents in the payment when due of interest,
principal or any other amounts which default continues, (iii) there is any
other “Event of Default” under the related Purchased Loan Documents,
(iv) to the extent that the related Transaction is deemed to be a loan
under federal, state or local law, Buyer ceases to have a first priority
perfected security interest or (v) the related Purchased Loan File or any
portion thereof has been released from the possession of the Custodian under the
Custodial Agreement to anyone other than Buyer or any Affiliate of Buyer except
in accordance with the terms of the Custodial Agreement.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    “Depository Bank”
shall mean PNC Bank, N.A. or any successor Depository Bank appointed by Seller
with the prior written consent of Buyer (which consent shall not be unreasonably
withheld, delayed or conditioned) which delivers a deposit account agreement in
the form of the Blocked Account Agreement or another form reasonably acceptable
to Buyer.

     

    “Diligence Fee” shall
mean fees payable by Seller to Buyer in respect of Buyer’s legal and other
expenses incurred in connection with its review of the Diligence Materials,
which fees shall not exceed (i) $10,000 for non-table funded Purchased Loans and
$15,000 for table funded Purchased Loans and (ii) with respect to expenses not
related to its review of the Diligence Materials but otherwise related to asset
funding, an aggregate of $35,000 annually.

     

    “Diligence Materials”
shall mean, with respect to any New Loan, the related Preliminary Due Diligence
Package together with the related Supplemental Due Diligence
Package.

     

    “Disqualified
Transferee” shall mean any one of the following:

     

    (a)           iStar
Financial and its Affiliates;

     

    (b)           Anthracite
Carbon Fund, together with any successor funds, to the extent such funds are in
the same business as their predecessor fund and its Affiliates;

     

    (c)           DB
Realty Mezzanine Investment Fund I LLC and DB Realty Mezzanine Investment
Fund II LLC, together with any successor funds, to the extent such funds
are in the same business as their predecessor fund;

     

    (d)           Brascan
and its Affiliates;

     

    (e)           Fortress/Draw
Bridge and its Affiliates;

     

    (f)           Whitehall;

     

    (g)           Five
Mile Capital and its Affiliates;

     

    (h)           Fillmore
Capital and its Affiliates;

     

    (i)           Resource
America and its Affiliates;

     

    (j)           Northstar
and its Affiliates;

     

    (k)           Guggenheim
and its Affiliates; and

     

    (l)           SL
Green/Gramercy Capital and their Affiliates.

     

    “Draft Appraisal”
shall mean a short form appraisal, “letter opinion of value,” or any other form
of draft appraisal reasonably acceptable to Buyer.

     

    “Early Repurchase
Date” shall have the meaning specified in Section 3(g) of this
Annex I.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    “Early Repurchase
Deposit” shall have the meaning specified in Section 3(j) of this
Annex I.

     

    “Early Repurchase Deposit
Application Date” shall have the meaning specified in Section 3(j)
of this Annex I.

     

    “Early Repurchase Deposit
Funding Date” shall have the meaning specified in Section 3(j) of
this Annex I.

     

    “EBITDA” shall mean,
for each fiscal quarter, with respect to Seller and its consolidated
Subsidiaries, an amount equal to (a) Net Income for such period (excluding
the effect of any extraordinary gains or losses resulting from the sale of
property or non-cash gains or losses outside the ordinary course of business),
plus (b)
without duplication, an amount which, in the determination of Net Income for
such period, has been deducted for (i) interest expense for such period,
(ii) total federal, state, foreign or other income or franchise taxes for
such period, and (iii) all depreciation and amortization for such period,
all as determined on a consolidated basis in accordance with the methodology
specified in the definition of Net Income, plus (c) any
nonrecurring fees and expenses incurred on or prior to the date of the execution
and delivery of the Agreement, excluding
(d) any non-cash reserve activity.

     

    “Eligible Loans” shall
mean any of the following types of loans listed in (i) through (v) below,
(u) acceptable to Buyer in the exercise of its sole and absolute
discretion, (v) secured directly or indirectly by an Eligible Property,
(w) having a remaining term (after giving effect to the exercise of any
extension options) not to exceed seven (7) years, (x) as to which the
applicable representations and warranties set forth in Exhibit V are true
and correct as of the applicable Purchase Date, (y) with respect to any proposed
CDO Purchased Loan, as to which the eligibility criteria set forth in Exhibit IX
are met as of the applicable Purchase Date, and (z) has a maximum LTV of
85% (unless provided below or is approved by Buyer on a case by case
basis).

     

    (i)           performing
Mezzanine Loans which are secured by pledges of the equity ownership interests
in entities that directly or indirectly own Eligible Properties (the “Mezzanine
Loans”).

     

    (ii)           senior
participation interests (or a senior promissory note that is, in effect, similar
in nature to a senior participation interest) in performing Mortgage Loans
secured by first liens on Eligible Properties that also may secure a junior
promissory note (or junior interest) in such loan (the “Senior First Mortgage B
Notes”).

     

    (iii)           junior
participation interests (or a junior promissory note that is, in effect, similar
in nature to a junior participation interest) in performing Mortgage Loans
secured by first liens on Eligible Properties that also secure a senior
promissory note (or senior interest) in such loan (the “Junior First Mortgage
B Notes”).

     

    (iv)           any
other performing loan, participation interest, or other junior mezzanine or
subordinate investment which has a maximum LTV of 90% and which does not
otherwise conform to the criteria set forth in clauses (i) through (iii)
above that Buyer elects in its sole discretion to purchase (the “Other Mezzanine
Investments”).

     

    (v)           any
performing Stabilized Mortgage Loans with a maximum LTV of 85% or any performing
Transitional Mortgage Loans with a maximum LTV of 80%, in each case secured by
first liens on Eligible Properties.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    “Eligible Property”
shall mean a property that is a multifamily, retail, office, industrial,
warehouse, condominium or hospitality property or such other property type
acceptable to Buyer in the exercise of its good faith business judgment;
provided, however, that Buyer shall determine in its sole and absolute
discretion, on a case-by-case basis, whether any healthcare related property,
such as assisted living, nursing homes, acute care, rehabilitation centers,
diagnostic centers and psychiatric centers, qualifies as an Eligible
Property.

     

    “ERISA” shall mean the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and the regulations promulgated thereunder.  Section references
to ERISA are to ERISA, as in effect at the date of this Annex I and, as of
the relevant date, any subsequent provisions of ERISA, amendatory thereof,
supplemental thereto or substituted therefor.

     

    “ERISA Affiliate”
shall mean any corporation or trade or business (whether or not incorporated)
that is a member of any group of organizations described in Section 414(b),
(c), (m) or (o) of the Code or Section 4001(b) of ERISA of which Seller is
a member at any relevant time.

     

    “Event of Default”
shall mean a Buyer Event of Default or a Seller Event of Default, as
applicable.

     

    “Extended Loan” shall
have the meaning specified in Section 3(t) of this Annex I.

     

    “Facility Amount”
shall mean, as of any date of determination, $200,000,000 less the
Alternate-Funded Aggregate Repurchase Price outstanding under the
Alternate-Funded Repurchase Agreement as of such date.

     

    “Facility Termination
Date” shall mean June 29, 2009 unless extended pursuant to
Section 3(r) of this Annex I.

     

    “Federal Funds Rate”
shall mean, for any day, an interest rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the
Federal Reserve System arranged by Federal funds brokers on such day, as
published on the next succeeding Business Day by the Federal Reserve Bank of New
York, or, if such rate is not so published for any day that is a Business Day,
the average of the quotations at approximately 10:00 a.m. (New York time)
on such day or such transactions received by Buyer from three Federal funds
brokers of recognized standing selected by Buyer in its sole
discretion.

     

    “Fee Letter” shall
mean that certain letter agreement, dated as of August 15, 2006, between Buyer
and Seller, as the same may be amended, supplemented or otherwise modified from
time to time.

     

    “Filings” shall have
the meaning specified in Section 6(b) of this Annex I.

     

    “Final Approval” shall
have the meaning specified in Section 3(c) of this Annex I.

     

    “Financial Covenant
Compliance Certificate” shall mean an Officer’s Certificate to be
delivered, subject to Section 3(e)(2) of this Annex I, by Seller within
forty-five (45) days after the end of each fiscal quarter confirming that as of
the fiscal quarter most recently ended, Seller’s (i) Fixed Charge Ratio is
greater than or equal to 1.2:1, (ii) Debt to Equity Ratio is less than 5:1, and
(iii) Modified Debt to Equity Ratio is less than 10:1.

     

    “Financing
Transaction” shall mean a repurchase transaction or a financing
transaction between Buyer (or an Affiliate of Buyer) and a
counterparty.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “First Mortgage B
Note” shall mean any Senior First Mortgage B Note or Junior First
Mortgage B Note.

     

    “Fitch” shall mean
Fitch Inc.

     

    “Fixed Charge Ratio”
shall mean, with respect to any period, the ratio of (a) EBITDA for such
period to (b) the sum of (i) interest expense and (ii) preferred
dividends (specifically excluding any convertible trust preferred dividends)
paid by Seller during such period.

     

    “GAAP” shall mean
United States generally accepted accounting principles consistently applied as
in effect from time to time.

     

    “Governmental
Authority” shall mean any national or federal government, any state,
regional, local or other political subdivision thereof with jurisdiction and any
Person with jurisdiction exercising executive, legislative, judicial, regulatory
or administrative functions of or pertaining to government.

     

    “Guarantee” shall
mean, as to any Person, any obligation of such Person directly or indirectly
guaranteeing any Indebtedness of any other Person or in any manner providing for
the payment of any Indebtedness of any other Person or otherwise protecting the
holder of such Indebtedness against loss (whether by virtue of partnership
arrangements, by agreement to keep-well, to purchase assets, goods, securities
or services, or to take-or-pay or otherwise); provided that the
term “Guarantee” shall not include endorsements for collection or deposit in the
ordinary course of business.  The amount of any Guarantee of a Person
shall be deemed to be an amount equal to the maximum reasonably anticipated
liability in respect thereof as determined by such Person in good faith in
accordance with GAAP.  The terms “Guarantee” and “Guaranteed” used as
verbs shall have correlative meanings.

     

    “Hedging Transactions”
shall mean, with respect to any or all of the Purchased Loans, any short sale of
U.S. Treasury Securities or mortgage-related securities, futures contract
(including Eurodollar futures) or options contract or any interest rate swap,
cap or collar agreement or similar arrangements providing for protection against
fluctuations in interest rates or the exchange of nominal interest obligations,
either generally or under specific contingencies, entered into by Seller or the
underlying obligor with respect to any Purchased Loan and pledged to Seller as
collateral for such Purchased Loan, with one or more counterparties whose
unsecured debt is rated at least AA (or its equivalent) by any Rating Agency or,
with respect to any Hedging Transaction pledged to Seller as additional
collateral for a Purchased Loan, such other rating requirement applicable to
such Hedging Transaction set forth in the related Purchased Loan Documents or
which is otherwise reasonably acceptable to Buyer; provided that Seller
shall not grant or permit any liens, security interests, charges, or
encumbrances with respect to any such hedging arrangements for the benefit of
any Person other than Buyer.

     

    “Indebtedness” shall
mean, for any Person:  (i) obligations created, issued or
incurred by such Person for borrowed money (whether by loan, the issuance and
sale of debt securities or the sale of property to another Person subject to an
understanding or agreement, contingent or otherwise, to repurchase such property
from such Person); (ii) obligations of such Person to pay the deferred
purchase or acquisition price of property or services, other than trade accounts
payable (other than for borrowed money) arising, and accrued expenses incurred,
in the ordinary course of business so long as such trade accounts payable are
payable within ninety (90) days of the date the respective goods are delivered
or the respective services are rendered; (iii) Indebtedness of others
secured by a lien on the property of such Person, whether or not the respective
Indebtedness so secured has been assumed by such Person; (iv) obligations
(contingent or otherwise) of such Person in respect of letters of credit or
similar instruments issued or accepted by banks and other financial institutions
for account of such Person; (v) Capital Lease Obligations of such Person;
(vi) obligations of such Person under repurchase agreements or like
arrangements; (vii) Indebtedness of others Guaranteed by such Person;
(viii) all obligations of such Person incurred in connection with the
acquisition or carrying of fixed assets by such Person; and
(ix) Indebtedness of general partnerships of which such Person is a general
partner.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Indemnified Amounts”
and “Indemnified
Parties” shall have the respective meanings specified in
Section 20(a) of this Annex I.

     

    “Insured Closing Letter and
Escrow Instructions” shall mean a letter addressed to Seller and Buyer
from the title insurance underwriter (or any agent thereof) acting as an agent
for each Table Funded Purchased Loan and related escrow instructions, which
letter and instructions shall be in form and substance reasonably acceptable to
Buyer and Seller.

     

    “LIBO Rate” shall
mean, with respect to any Pricing Rate Period pertaining to a Transaction, a
rate per annum determined for such Pricing Rate Period in accordance with the
following formula (rounded upward to the nearest 1/100th of 1%):

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    	
                                            
                                              LIBOR

                                            

                                          
	
                                            
                                                 1
      – Reserve
Requirement   

                                            

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    “LIBOR” shall mean the
rate per annum calculated as set forth below:

     

    (i)           On
each Pricing Rate Determination Date, LIBOR for the next Pricing Rate Period
will be the rate for deposits in United States dollars for a one-month period
which appears on Telerate Page 3750 as of 11:00 a.m., London time, on such date;
or

     

    (ii)           On
any Pricing Rate Determination Date on which no such rate appears on Telerate
Page 3750 as described above, LIBOR for the next Pricing Rate Period will be
determined on the basis of the arithmetic mean of the rates at which deposits in
United States dollars are offered by the Reference Banks at approximately
11:00 a.m., London time, on such date to prime banks in the London
interbank market for a one-month period.

     

    All
percentages resulting from any calculations or determinations referred to in
this definition will be rounded upwards, if necessary, to the nearest multiple
of 1/100th of 1%, and all U.S. dollar amounts used in or resulting from such
calculations will be rounded to the nearest cent (with one-half cent or more
being rounded upwards).

    


    “LIBOR Transaction”
shall mean, with respect to any Pricing Rate Period, any Transaction with
respect to which the Pricing Rate for such Pricing Rate Period is determined
with reference to the LIBO Rate.

     

    “Loan Type” shall
mean, with respect to any Purchased Loan, the applicable loan type listed in
Schedule 1 attached hereto.

     

    “LTV” shall mean, with
respect to any Eligible Property or Properties, the ratio of the aggregate
outstanding debt (which shall include the related Eligible Loan and all debt
senior to or pari passu with such Eligible Loan) secured, directly or
indirectly, by such Eligible Property or Properties to the aggregate value of
such Eligible Property or Properties as determined by Buyer in its sole and
absolute discretion.  For purposes of Buyer’s determination,
(i) the value may be determined by reference to an Appraisal, discounted
cash flow analysis or other commercially reasonable method and (ii) for the
avoidance of doubt, Buyer may reduce value for any actual or potential risks
(including risk of delay) posed by any liens or claims on the related Eligible
Property or Properties.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Margin Excess
Advance” shall have the meaning specified in Section 4(c) of this
Annex I.

     

    “Master Repurchase
Agreement” shall have the meaning specified in the introductory paragraph
of this Annex I.

     

    “Material Adverse
Effect” shall mean a material adverse effect on (a) the property,
business, operations, financial condition or prospects of Seller, (b) the
ability of Seller to perform its obligations under any of the Transaction
Documents to which it is a party, (c) the validity or enforceability of any
of the Transaction Documents, (d) the rights and remedies of Buyer under
any of the Transaction Documents, (e) the timely payment of the Repurchase
Price of or accrued Price Differential in respect of the Purchased Loans or
other amounts payable in connection therewith, or (f) the aggregate value
of the Purchased Loans.

     

    “Mezzanine Loan” shall
mean any loan secured by a pledge of the direct or indirect equity ownership
interests in a Person that owns a Mortgaged Property that also secures a
Mortgage Note.

     

    “Mezzanine Note” shall
mean a note or other evidence of indebtedness of the owner or owners of direct
or indirect equity ownership interests in an underlying real property owner
secured by a pledge of such ownership interests.

     

    “Modified Debt” shall
mean, with respect to Seller, as of any date of determination, the aggregate
Indebtedness of Seller as of such date less (i) the amount of any
nonspecific balance sheet reserves maintained in accordance with GAAP as of such
date, (ii) the amount of liabilities resulting from the sale of
participation interests, provided that the related asset in which a
participation has been sold is reduced by the value of the participation
interest, (iii) liabilities resulting from the consolidation of
Indebtedness associated with any securitization where neither Seller nor any of
its affiliates was an issuer and where Seller has no recourse obligation for the
Indebtedness, and (iv) liabilities resulting from the consolidation of
vehicles managed by Seller or a Subsidiary of Seller in connection with a
securitization where Seller has less than a 50% equity interest.

     

    “Modified Debt to Equity
Ratio” shall mean the ratio of Modified Debt to Tangible Net
Worth.

     

    “Monthly Statement”
shall mean, for each calendar month during which the Agreement shall be in
effect, Seller’s or Servicer’s, as applicable, reconciliation in arrears of
beginning balances, interest and principal paid-to-date and ending balances for
each Purchased Loan, together with (a) an Officer’s Certificate with
respect to all Purchased Loans sold to Buyer as at the end of such month, (b) a
written report of any developments or events that are reasonably likely to have
a Material Adverse Effect, (c) a written report of any and all written
modifications to any Purchased Loan Documents, (d) a written report of any
delinquency and loss experience with respect to any Purchased Loan and
(e) such other internally prepared reports as mutually agreed by Seller and
Buyer which reconciliation, Officer’s Certificate and reports shall be delivered
to Buyer for each calendar month during the term of the Agreement within ten
(10) days following the end of each such calendar month.

     

    “Moody’s” shall mean
Moody’s Investors Service, Inc.

     

    “Mortgage” shall mean
the mortgage, deed of trust, deed to secure debt or other instruments, creating
a valid and enforceable first or second lien, as applicable, on or a first or
second priority ownership interest in a Mortgaged Property.

     

    “Mortgage Loan” shall
mean a commercial mortgage loan secured by a lien on real property.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    “Mortgage Note” shall
mean a note or other evidence of indebtedness of a Mortgagor secured by a
Mortgage.

     

    “Mortgaged Property”
shall mean the real property or properties securing repayment of the debt
evidenced by a Mortgage Note, or, in the case of any Mezzanine Loan or Other
Mezzanine Investment, owned indirectly by the related obligor.

     

    “Mortgagor” shall mean
the obligor on a Mortgage Note, the grantor of the related Mortgage and the
owner of the related Mortgaged Property.

     

    “Net Income” shall
mean, with respect to any Person for any period, the consolidated net income for
such period of such Person as reported in such Person’s financial statements
prepared in accordance with GAAP.

     

    “New Loan” shall mean
an Eligible Loan that Seller proposes to sell to Buyer pursuant to a
Transaction.

     

    “Officer’s
Certificate” shall mean, as to any Person, a certificate of the chief
executive officer, the chief financial officer, the president, any vice
president or the secretary of such Person.

     

    “Originated Loan”
shall mean any loan that is an Eligible Loan and whose related loan documents
were prepared by Seller or an Affiliate controlled by Seller.

     

    “Permitted Transferee”
shall mean any of the following which is not a Disqualified
Transferee:

     

    (i)           any
Affiliate of Buyer; or

     

    (ii)          any
Person that is an insurance company, bank, savings and loan association, trust
company, commercial credit corporation, pension plan, pension fund or pension
fund advisory firm, mutual fund or other investment company, governmental entity
or plan, or a financial institution substantially similar to any of the
foregoing and being experienced in making commercial loans and which holds at
least $600,000,000 of real estate or other assets (including, without
limitation, loans secured directly or indirectly by real estate assets) located
in the United States (or any entity wholly-owned by any one or more institutions
meeting the foregoing criteria).

     

    “Person” shall mean an
individual, corporation, limited liability company, business trust, partnership,
joint tenant or tenant-in-common, trust, unincorporated organization, or other
entity, or a federal, state or local government or any agency or political
subdivision thereof.

     

    “Plan” shall mean an
employee benefit or other plan established or maintained during the five-year
period ended prior to the date of the Agreement or to which Seller or any ERISA
Affiliate makes, is obligated to make or has, within the five-year period ended
prior to the date of the Agreement, been required to make contributions and that
is covered by Title IV of ERISA or Section 302 of ERISA or Section 412
of the Code.

     

    “Plan Assets” shall
mean assets of any (i) employee benefit plan (as defined in
Section 3(3) of ERISA) subject to Title I of ERISA, (ii) plan (as
defined in Section 4975(e)(l) of the Code) subject to Section 4975 of
the Code, or (iii) governmental plan (as defined in Section 3(32) of
ERISA) subject to any other federal, state or local laws, rules or regulations
substantially similar to Title I of ERISA or Section 4975 of the
Code.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    “Pre-Existing Loans”
shall mean any loan that is an Eligible Loan and is not an Originated
Loan.

     

    “Preliminary Approval”
shall have the meaning specified in Section 3(b) of this Annex I.

     

    “Preliminary Due Diligence
Package” shall mean, with respect to any New Loan, the following due
diligence information, to the extent applicable, relating to such New Loan to be
provided by Seller to Buyer pursuant to this Annex I:

     

    (i)           a
summary memorandum, among other things, outlining the proposed transaction,
including potential transaction benefits and all material underwriting risks,
all Underwriting Issues, anticipated exit strategies, and all other
characteristics of the proposed transaction that a prudent buyer would consider
material;

     

    (ii)          current
rent roll, if applicable;

     

    (iii)         cash
flow pro-forma, plus historical information, if available;

     

    (iv)         indicative
debt service coverage ratios;

     

    (v)          indicative
loan-to-value ratio;

     

    (vi)         Seller’s
or any Affiliate’s relationship with its potential underlying borrower or any
affiliate;

     

    (vii)        [Reserved];

     

    (viii)       [Reserved];

     

    (ix)          third
party reports, to the extent available and applicable, including:

     

    (a)          engineering
and structural reports;

     

    (b)          current
Appraisal;

     

    (c)          Phase
I environmental report (including asbestos and lead paint report) and, if
applicable, Phase II or other follow-up environmental report if recommended in
Phase I;

     

    (d)          seismic
reports; and

     

    (e)          operations
and maintenance plan with respect to asbestos containing materials;

     

    (x)           analyses
and reports with respect to such other matters concerning the New Loan as Buyer
may in its sole discretion require;

     

    (xi)          documents
evidencing such New Loan, or current drafts thereof, including, without
limitation, underlying debt and security documents, guaranties, underlying
borrower’s organizational documents, warrant agreements, loan and collateral
pledge agreements, and intercreditor agreements, as applicable;

     

    (xii)         a
list that specifically and expressly identifies any Purchased Loan Documents
that relate to such Purchased Loan but are not in Seller’s
possession;

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    (xiii)        in
the case of a participation interest, all information described in this
definition which would otherwise be provided for the underlying Mortgage Loan if
it constituted an Eligible Loan except that, as to items set forth in
subparagraphs (ix), to the extent Seller possesses such information or has
access to such information because it was provided to the related lead lender
and made available to Seller, and in addition, all documentation evidencing the
participation interest; and

     

    (xiv)        insurance
documentation as shall be satisfactory to Buyer (which shall evidence terrorism
insurance coverage and such other customary insurance coverage satisfactory to
Buyer in its sole discretion).

     

    “Pricing Rate Determination
Date” shall mean, with respect to any Pricing Rate Period, the second
(2nd) London
Banking Day preceding the first day of the Pricing Rate Period.  For
purposes of this definition, “London Banking Day” shall mean a day on which
commercial banks are open for general business (including dealings in foreign
exchange and foreign currency deposits) in London, England.

     

    “Pricing Rate Period”
shall mean (i) in the case of the first Pricing Rate Period with respect to
any Transaction, the period commencing on and including the Purchase Date for
such Transaction and ending on and including the last day of the calendar month
in which the Purchase Date occurs, and (ii) in the case of any subsequent
Pricing Rate Period, the period commencing on and including the first day of a
calendar month and ending on and including the last day of such calendar month;
provided, however, that in no
event shall any Pricing Rate Period end subsequent to the Repurchase
Date.

     

    “Principal Payment”
shall mean, with respect to any Purchased Loan, any payment or prepayment of
principal received in respect thereof (including casualty or condemnation
proceeds to the extent such proceeds are not required under the underlying loan
documents to be reserved, escrowed, readvanced or applied for the benefit of the
obligor or the underlying real property).  For purposes of
clarification, prepayment premiums, fees or penalties shall not be deemed to be
principal.

     

    “Purchase Percentage”
shall mean, (i) with respect to any Purchased Loan (other than an Extended
Loan), the “Purchase Percentage” specified in Schedule 1A attached hereto (and,
in the case of a Purchased Loan that has been, or is to be, pledged to the
trustee under the CDO Indenture or the CDO II Indenture, the Purchase Percentage
specified in Schedule 1B attached hereto) for the related Loan Type (or as
otherwise specified in the applicable Confirmation) and (ii) with respect to any
Extended Loan, the “Purchase Percentage” specified in Schedule 1A for an
Extended Loan (or as otherwise notified in writing by Buyer to Seller as
provided in Section 3(t) of this Annex I).

     

    “Purchased Loan
Documents” shall mean, with respect to a Purchased Loan, the documents
comprising the Purchased Loan File for such Purchased Loan.

     

    “Purchased Loan File”
shall mean the documents specified as the “Purchased Loan File” in
Section 7(b) of this Annex I, together with any additional documents
and information required to be delivered to Buyer or its designee (including the
Custodian) pursuant to this Annex I.

     

    “Purchased Loan
Information” shall mean, with respect to each Purchased Loan, the
information set forth in Schedule 3 attached hereto.

     

    “Purchased Loans”
shall mean (i) with respect to any Transaction, the Eligible Loans sold by
Seller to Buyer in such Transaction and (ii) with respect to the
Transactions in general, all Eligible Loans sold by Seller to Buyer and any
additional cash and/or other assets delivered by Seller to Buyer pursuant to
Section 4(a) of this Annex I.

     

    
      
        
        

      

      
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    “Purchased Loan
Schedule” shall mean a schedule of Purchased Loans attached to each Trust
Receipt and Custodial Delivery Certificate containing information substantially
similar to the Purchased Loan Information.

     

    “Quarterly Report”
shall mean, for each fiscal quarter during which the Agreement shall be in
effect, Seller’s or Servicer’s, as applicable, written report summarizing, with
respect to the Mortgaged Properties securing each Purchased Loan (or, in the
case of a Purchased Loan secured (directly or indirectly) by a portfolio of
Mortgaged Properties, such information on a consolidated basis), the net
operating income, debt service coverage, occupancy, the revenues per room (for
hospitality properties) and sales per square footage (for retail properties), in
each case, to the extent received by Seller, and such other information as
mutually agreed by Seller and Buyer, which report shall be delivered to Buyer
for each fiscal quarter during the term of the Agreement within sixty (60) days
following the end of each such fiscal quarter.

     

    “Rating Agency” shall
mean any of Fitch, Moody’s and Standard & Poor’s.

     

    “Reference Banks”
shall mean one or more banks selected by Buyer, each of which shall (i) be
a leading bank engaged in transactions in Eurodollar deposits in the
international Eurocurrency market and (ii) have an established place of
business in London.  Initially, the sole Reference Bank shall be
JPMorgan Chase Bank.  If any Reference Bank is unwilling or unable to
act as such or if Buyer shall terminate the appointment of any Reference Bank or
if any Reference Bank is removed from the Reuters Monitor Money Rates Service or
in any other way fail to meet the qualifications of a Reference Bank, Buyer in
the exercise of its good faith business judgment may designate one or more
alternative banks meeting the criteria specified in clauses (i) and (ii)
above.

     

    “Regulations T, U and
X” shall mean Regulations T, U and X of the Board of Governors of
the Federal Reserve System (or any successor), as the same may be modified and
supplemented and in effect from time to time.

     

    “Remittance Date”
shall mean the first (1st) calendar day of each month, or the next succeeding
Business Day, if such calendar day shall not be a Business Day.

     

    “Repurchase Assets”
shall have the meaning specified in Section 6(a).

     

    “Requirement of Law”
shall mean any law, treaty, rule, regulation, code, directive, policy, order or
requirement or determination of an arbitrator or a court or other governmental
authority whether now or hereafter enacted or in effect.

     

    “Reserve Requirement”
shall mean, with respect to any Pricing Rate Period, the aggregate (without
duplication) of the rates (expressed as a decimal fraction) of reserve
requirements in effect during such Pricing Rate Period (including, without
limitation, basic, supplemental, marginal and emergency reserves under any
regulations of the Board of Governors of the Federal Reserve System or other
governmental authority having jurisdiction with respect thereto) dealing with
reserve requirements prescribed for eurocurrency funding (currently referred to
as “Eurocurrency Liabilities” in Regulation D of such Board of Governors)
maintained by Buyer.

     

    “Reset Date” shall
mean, with respect to any Pricing Rate Period, the second (2nd)
Business Day preceding the first day of such Pricing Rate Period with respect to
any Transaction.

     

    “Scheduled Purchase
Date” shall mean the date agreed between the parties or specified in the
applicable Confirmation as the “Purchase Date” or the “Scheduled Purchase
Date”.

     

    
      
        
        

      

      
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    “Seller” shall mean
Capital Trust, Inc., a Maryland corporation and its permitted successors and
assigns.

     

    “Seller Event of
Default” shall have the meaning specified in Section 14(a) of this
Annex I.

     

    “Servicer” shall have
the meaning specified in Section 22(a) of this Annex I.

     

    “Servicing Agreement”
shall have the meaning specified in Section 22(b) of this
Annex I.

     

    “Servicing Fee” shall
mean the “Servicing Fees” as defined in the Servicing Agreement payable to the
Servicer thereunder.

     

    “Servicing Records”
shall have the meaning specified in Section 22(b) of this
Annex I.

     

    “Significant
Modification” shall mean (a) any modification or amendment of a
Purchased Loan which:

     

    (i)            reduces
the principal amount of the Purchased Loan in question other than (1) with
respect to a dollar-for-dollar principal payment or (2) reductions of
principal to the extent of deferred, accrued or capitalized interest added to
principal which additional amount was not taken into account by Buyer in
determining the related Purchase Price;

     

    (ii)            increases
the principal amount of a Purchased Loan other than increases which are derived
from accrual or capitalization of deferred interest which is added to principal
or protective advances;

     

    (iii)            modifies
the payments of principal and interest when due of the Purchased Loan in
question;

     

    (iv)            changes
the frequency of scheduled payments of principal and interest in respect of a
Purchased Loan;

     

    (v)            subordinates
the lien priority of the Purchased Loan or the payment priority of the Purchased
Loan other than subordinations expressly required under the then existing terms
and conditions of the Purchased Loan (provided, however, the
foregoing shall not preclude the execution and delivery of subordination,
nondisturbance and attornment agreements with tenants, subordination to tenant
leases, easements, plats of subdivision and condominium declarations and similar
instruments which in the commercially reasonable judgment of Seller do not
materially adversely affect the rights and interest of the holder of the
Purchased Loan in question);

     

    (vi)            releases
any collateral for the Purchased Loan other than releases required under the
then existing Purchased Loan Documents or releases in connection with eminent
domain or under threat of eminent domain;

     

    (vii)            waives,
amends or modifies any cash management or reserve account requirements of the
Purchased Loan other than changes required under the then existing Purchased
Loan Documents;

     

    
      
        
        

      

      
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    (viii)            waives
any due-on-sale or due-on-encumbrance provisions of the Purchased Loan other
than waivers required to be given under the then existing Purchased Loan
Documents; and

     

    (b)           any
other modification, amendment or other material action with respect to a
Purchased Loan (or the related mortgage loan, if such Purchased Loan is a
Mezzanine Loan or Other Mezzanine Investment) which under the terms of the
related intercreditor agreement or participation agreement, as the case may be,
requires the consent of Seller or its “operating advisor” or the agent (as
distinct from consultation rights).

     

    “Stabilized” shall
refer to a Mortgage Loan that has a Debt Yield (as calculated by Buyer) of
greater than 10%.

     

    “Standard &
Poor’s” shall mean Standard & Poor’s Ratings Services, Inc., a
division of the McGraw Hill Companies Inc.

     

    “Subsidiary” shall
mean, with respect to any Person, any other Person of which at least a majority
of the securities or other ownership interests having by the terms thereof
ordinary voting power to elect a majority of the board of directors or other
persons performing similar functions of such corporation, partnership or other
entity (irrespective of whether or not at the time securities or other ownership
interests of any other class or classes of such corporation, partnership or
other entity shall have or might have voting power by reason of the happening of
any contingency) is at the time directly or indirectly owned or controlled by
such Person or one or more Subsidiaries of such Person or by such Person and one
or more Subsidiaries of such Person.

     

    “Supplemental Due Diligence
Package” shall mean, (i) with respect to any New Loan, information or
deliveries concerning such New Loan that Buyer shall request in addition to the
Preliminary Due Diligence Package, including, without limitation, a credit
approval memorandum representing the final terms of the underlying transaction,
a loan-to-value ratio computation and a final debt service coverage ratio
computation for such New Loan and (ii) with respect to any Extended Loan,
information or deliveries concerning such Extended Loan that Buyer shall
reasonably request, including, without limitation, such information or documents
as may be necessary for Buyer to recalculate the LTV of such Extended Loan
and/or the debt service coverage ratio for such Extended Loan.

     

    “Survey” shall mean a
certified ALTA/ACSM (or applicable state standards for the state in which a
Mortgaged Property is located) survey of a Mortgaged Property prepared by a
registered independent surveyor and in form and content reasonably satisfactory
to Buyer and the company issuing the Title Policy for such Mortgaged
Property.

     

    “Table Funded Purchased
Loan” shall mean a Purchased Loan which is sold to Buyer simultaneously
with the origination or acquisition thereof, which origination or acquisition is
financed with the Purchase Price, pursuant to Seller’s request, paid directly to
a title company or other settlement agent, in each case, approved by Buyer, for
disbursement in connection with such origination or acquisition.  A
Purchased Loan shall cease to be a Table Funded Purchased Loan after the
Custodian has delivered a Trust Receipt to Buyer certifying its receipt of the
Purchased Loan File therefor.

     

    “Tangible Net Worth”
shall mean, as of any date of determination, (a) all amounts which would be
included under capital (it being agreed that any convertible trust preferred
securities and any unfunded commitments or capital which can be drawn will be
included as capital) on the balance sheet of Seller at such date, determined in
accordance with GAAP as of such date, less
(b)(i) amounts owing to Seller from Affiliates and (ii) intangible
assets of the Seller as of such date.

     

    
      
        
        

      

      
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    “Table Funded Trust
Receipt” shall have the meaning given to such term in the Custodial
Agreement.

     

    “Telerate Page 3750”
shall mean the display page currently so designated on the Dow Jones Telerate
Service (or such other page as may replace that page on that service for the
purpose of displaying comparable rates or prices).

     

    “Title Policy” shall
have the meaning specified in paragraph 2(d) of
Exhibit V.

     

    “Total Indebtedness”
shall mean, with respect to Seller, as of any date of determination, the
aggregate Indebtedness of Seller as of such date less (i) the amount of any
nonspecific balance sheet reserves maintained in accordance with GAAP as of such
date, (ii) the amount of liabilities resulting from the sale of participation
interests, provided that the related asset in which a participation has been
sold is reduced by the value of the participation interest, (iii) liabilities
resulting from the consolidation of Indebtedness associated with any
securitization where Seller has no recourse obligation for the Indebtedness and
(iv) liabilities resulting from the consolidation of vehicles managed by Seller
or a Subsidiary of Seller in connection with a securitization where Seller has
less than a 50% equity interest.

     

    “Transaction” shall
have the meaning specified in Section 1(a) of this
Annex I.

     

    “Transaction Conditions
Precedent” shall have the meaning specified in Section 3(e) of this
Annex I.

     

    “Transaction Costs”
shall mean, with respect to any Purchased Loan, all actual out-of-pocket
reasonable costs and expenses paid or incurred by Buyer and payable by Seller
relating to the purchase of such Purchased Loan (including legal fees and other
fees described in Section 20(b) of this
Annex I).  Transaction Costs shall not include costs incurred by
Buyer for overhead and general administrative expenses.

     

    “Transaction
Documents” shall mean, collectively, the Agreement (including this
Annex I and any other annexes and schedules attached to the Agreement), the
Fee Letter, the Blocked Account Agreement, the Custodial Agreement, the
Servicing Agreement, the Transfer Documents, all Confirmations executed pursuant
to this Annex I in connection with specific Transactions and all other
documents executed in connection herewith and therewith.

     

    “Transfer Documents”
shall mean, with respect to any Purchased Loan, all applicable documents
described in Section 7(b) of this Annex I necessary to transfer all of
Seller’s right, title and interest in such Purchased Loan to Buyer in accordance
with the terms of this Annex I.

     

    “Transitional” shall
refer to a Mortgage Loan that has a Debt Yield (as calculated by Buyer) of less
than or equal to 10% but greater than or equal to 5%.

     

    “Trust Receipt” shall
mean a trust receipt issued by the Custodian or the Bailee, as applicable, to
Buyer confirming the Bailee’s or the Custodian’s, as applicable, possession of
certain Purchased Loan Files which are the property of and held by the Bailee or
the Custodian, as applicable, on behalf of Buyer (or any other holder of such
trust receipt) in the form required under the Custodial Agreement or the Bailee
Agreement.

     

    
      
        
        

      

      
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    “UCC” shall mean the
Uniform Commercial Code as in effect from time to time in the State of New York;
provided that
if by reason of mandatory provisions of law, the perfection or the effect of
perfection or non-perfection of any security interest is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than New York, with respect
to perfection or the effect of perfection or non-perfection, “UCC” shall mean
the Uniform Commercial Code as in effect in such other jurisdiction for purposes
of the provisions of this Annex I relating to such perfection or effect of
perfection or non-perfection.

     

    “Underwriting Issues”
shall mean, with respect to any Eligible Loan as to which Seller intends to
request a Transaction, all material information that has come to Seller’s
attention that, based on the making of reasonable inquiries and the exercise of
reasonable care and diligence under the circumstances, would, in the context of
the totality of the Transaction in question, be considered a materially
“negative” factor (either separately or in the aggregate with other
information), (including, but not limited to, whether any of the Eligible Loans
were repurchased from any warehouse loan facility or a repurchase transaction
due to the breach of a representation and warranty or a material defect in loan
documentation or closing deliveries (such as any absence of any material
Purchased Loan Document(s)), to a reasonable institutional mortgage or mezzanine
loan buyer in determining whether to originate or acquire the Eligible Loan in
question.

     

    3.           INITIATION;
CONFIRMATION; TERMINATION; FEES

     

    Paragraph
3 of the Master Repurchase Agreement (“Initiation; Confirmation; Termination”)
is hereby deleted in its entirety and replaced by the following provisions of
this Section 3:

     

    (a)           Seller
may, from time to time, prior to the Facility Termination Date, request that
Buyer enter into a Transaction with respect to one or more New
Loans.  Seller shall initiate each request by submitting a Preliminary
Due Diligence Package for Buyer’s review and
approval.  Notwithstanding anything to the contrary herein, Buyer
shall have no obligation to consider for purchase any New Loan if, immediately
after the purchase of such New Loan, the aggregate Repurchase Price (including
such New Loan and excluding the Price Differential with respect to the Purchased
Loans as of the date of determination) exceeds the Facility
Amount.  Buyer shall have the right to review all New Loans proposed
to be sold to Buyer in any Transaction and to conduct its own due diligence
investigation of such New Loans as Buyer determines is reasonably
necessary.  Seller agrees to reimburse Buyer promptly for its
Diligence Fees upon request for payment or reimbursement
thereof.  Notwithstanding any provision to the contrary herein or any
other Transaction Document, Buyer shall be entitled to make a determination, in
its sole and absolute discretion, whether a New Loan qualifies as an Eligible
Loan or whether to reject any or all of the New Loans proposed to be sold to
Buyer by Seller.

     

    (b)           Upon
Buyer’s receipt of a Preliminary Due Diligence Package with respect to a New
Loan, Buyer shall have the right, within two (2) Business Days, to request a
Supplemental Due Diligence Package to evaluate such New Loan.  Upon
Buyer’s receipt of such Supplemental Due Diligence Package or Buyer’s waiver
thereof, Buyer shall within three (3) Business Days either (i) notify Seller of
Buyer’s intent to proceed with the Transaction and of its determination with
respect to the Purchase Price and the Market Value for the related New Loans
(such notice, a “Preliminary
Approval”) or (ii) deny, in Buyer’s sole and absolute discretion,
Seller’s request for the applicable Transaction.  Buyer’s failure to
respond to Seller within three (3) Business Days, as applicable, shall be deemed
to be a denial of Seller’s request to enter into the proposed Transaction,
unless Buyer and Seller have agreed otherwise in writing.

     

    (c)           Upon
Seller’s receipt of Buyer’s Preliminary Approval with respect to a Transaction,
Seller shall, if Seller desires to enter into such Transaction with respect to
the related New Loans upon the terms set forth by Buyer in its Preliminary
Approval, deliver the documents set forth below in this Section 3(c) with
respect to each New Loan and related Eligible Property or Properties (to the
extent not already delivered in the Preliminary Due Diligence Package or in the
Supplemental Due Diligence Package) as a condition precedent to Buyer’s Final
Approval and issuance of a Confirmation, all in a manner reasonably satisfactory
to Buyer and pursuant to documentation reasonably satisfactory to
Buyer:

     

    
      
        
        

      

      
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    (i)           Delivery of Purchased Loan
Documents.  Seller shall deliver to Buyer: (x) with
respect to any New Loan that is a Pre-Existing Loan, copies of the Purchased
Loan Documents, except for such Purchased Loan Documents that Seller expressly
and specifically disclosed in Seller’s Preliminary Due Diligence Package were
not in Seller’s possession; and (y) with respect to any New Loan that is an
Originated Loan, drafts of the Purchased Loan Documents.

     

    (ii)           Environmental and
Engineering.  Buyer shall have received a “Phase 1” (and, if
necessary, “Phase 2”) environmental report, an asbestos survey, if applicable,
and an engineering report, each in form reasonably satisfactory to Buyer, by an
engineer and an environmental consultant, each as listed on Schedules 5 and 6,
respectively, as such schedules may be amended from time to time by Seller or
Buyer upon approval by Buyer in its reasonable discretion.

     

    (iii)           Appraisal.  If
obtained by Seller, Buyer shall have received either an Appraisal or a Draft
Appraisal of the related Eligible Property or Properties.  If Buyer
receives only a Draft Appraisal prior to entering into a Transaction, Seller
shall deliver an Appraisal on or before thirty (30) days after the Purchase
Date.

     

    (iv)           Insurance.  Buyer
shall have received certificates or other evidence of insurance detailing
insurance coverage in respect of the related Eligible Property or Properties of
types (including but not limited to casualty, general liability and terrorism
insurance coverage), in amounts, with insurers and otherwise in compliance with
the terms, provisions and conditions set forth in the Purchased Loan Documents
and otherwise reasonably satisfactory to Buyer.  Such certificates or
other evidence shall indicate that Seller (or as to a New Loan that is a
participation interest, the lead lender on the related whole loan in which
Seller is a participant) will be named as an additional insured as its interest
may appear and shall contain a loss payee endorsement in favor of such
additional insured with respect to the policies required to be maintained under
the Purchased Loan Documents.

     

    (v)           Opinions of
Counsel.  Buyer shall have received copies of all legal
opinions with respect to the New Loan (which shall include a non-consolidation
opinion, if applicable) that shall be in form and substance reasonably
satisfactory to Buyer.

     

    (vi)           Title
Policy.

     

    (a)            With
respect to any New Loan that is a Mortgage Loan, Seller shall have delivered to
Buyer (1) an unconditional commitment from the title company to issue a
Title Policy or Policies in favor of Seller and Seller’s successors and/or
assigns with respect to Seller’s interest in the related real property with an
amount of insurance that shall be not less than the related Repurchase Price or
such other amount as Buyer shall require in its reasonable discretion or
(2) an endorsement or confirmatory letter from the existing title company
to an existing Title Policy (in an amount not less than the related Repurchase
Price or such other amount as Buyer shall require in its reasonable discretion)
in favor of Seller and Seller’s successors and/or assigns that adds such parties
as an additional insured.

     

    
      
        
        

      

      
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    (b)            With
respect to any New Loan that is a First Mortgage B-Note, Seller shall have
delivered to Buyer a copy of an unconditional commitment from the title company
to issue a Title Policy or endorse an existing Title Policy in favor of the lead
lender to whom the related obligor issued the related Mortgage Note, in an
amount not less than the amount of such Mortgage Note and, if the First Mortgage
B-Note is evidenced by a separate promissory note rather than a participation
certificate, in an amount not less than the amount of all Mortgage Notes secured
by the Mortgage that secures the related promissory notes.

     

    (c)            With
respect to a Mezzanine Loan or Other Mezzanine Investment, (i) Seller shall have
delivered to Buyer such evidence as Buyer on a case-by-case basis, in its sole
discretion, shall require of the ownership of the real property underlying the
New Loan including, without limitation, (i) a copy of a Title Policy,
issued by a title insurer and with such endorsements (including, without
limitation, a “Mezzanine Lender’s Endorsement”, if obtained by Seller), in each
case acceptable to Buyer in its sole discretion, showing that title is vested in
the related obligor or in an entity in whom such obligor holds an equity
interest and (ii) if obtained by Seller, Seller shall have delivered to
Buyer an Eagle 9 (or similar) UCC Title Policy, which policy shall
(x) provide an amount of insurance that shall be not less than the related
Repurchase Price or such other amount as Buyer shall require in its sole
discretion, (y) insure Seller’s security interest in the equity interests
pledged and (z) be assignable by its terms with a transfer of the Mezzanine
Loan or Other Mezzanine Investment, as applicable.

     

    (vii)           Additional Real Estate
Matters.  To the extent obtained by Seller, Seller shall have
delivered to Buyer such other real estate related certificates and documentation
as may have been requested by Buyer, such as:  (a) certificates
of occupancy issued by the appropriate Governmental Authority and either letters
certifying that the related Eligible Property or Properties are in compliance
with all applicable zoning laws issued by the appropriate Governmental Authority
or evidence that the related Title Policy includes a zoning endorsement; and
(b) abstracts of all leases in effect at the Mortgaged Property delivered
in connection with the New Loan.

     

    (viii)           First Mortgage
B-Notes.  In the case of a First Mortgage B-Note, in addition
to the delivery of the items in clauses (iv), (v) and (vi), Buyer shall
have received all documentation specified in clauses (i) through (v) and
(vii) as if the underlying Mortgage Loan were the direct collateral to the
extent Seller possesses such documentation or has access to such documentation
because it was provided to the related lead lender and made available to Seller
and, to the extent applicable, all documents evidencing a participation
interest, including, but not limited to, an original participation certificate,
if applicable, and the related participation agreement and/or the related
intercreditor agreement.

     

    (ix)           Other
Documents.  Buyer shall have received such other documents as
Buyer or its counsel shall reasonably deem to be necessary.

     

    Within
three (3) Business Days of Seller’s delivery of the documents and materials
contemplated in clauses (i) through (ix) above, Buyer shall either (A) if the
Purchased Loan Documents with respect to the New Loan are not reasonably
satisfactory in form and substance to Buyer, notify Seller that Buyer has not
approved the New Loan or (B) notify Seller that Buyer agrees to purchase the New
Loan, subject to satisfaction (or waiver by Buyer) of the Transaction Conditions
Precedent (a “Final
Approval”) set forth in Section 3(e) below.  Buyer’s failure to
respond to Seller within three (3) Business Days shall be deemed to be a denial
of Seller’s request that Buyer purchase the New Loan, unless Buyer and Seller
have agreed otherwise in writing.

     

    
      
        
        

      

      
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    (d)           Buyer
shall promptly deliver to Seller a written confirmation of any Final Approval in
the form of Exhibit I attached hereto of each proposed Transaction (a “Confirmation”); provided that, unless
otherwise agreed by Seller, Buyer shall deliver a separate Confirmation with
respect to each New Loan (and, in this connection, shall set forth (a) the name
of the borrower with respect to the New Loan, (b) the loan agreement (including
the date) or other document or instrument pursuant to which the related New Loan
is made or governed, and (c) the initial or then outstanding principal amount of
the related New Loan), shall identify Buyer and Seller, and shall set forth
(i) the Purchase Date, (ii) the Purchase Price for such New Loan (which
based on Buyer’s diligence may be different than the Purchase Price set forth in
the Preliminary Approval delivered to Seller), (iii) the Repurchase Date,
(iv) the Pricing Rate applicable to such New Loan (including the Applicable
Spread) and (v) any additional terms or conditions not inconsistent with the
Agreement reasonably and in good faith requested by Buyer which do not have the
effect of materially changing the terms and conditions of the
Agreement.  Each Confirmation shall be deemed to be incorporated
herein by reference with the same effect as if set forth herein at
length.  With respect to any Transaction, the Pricing Rate shall be
determined initially on the Pricing Rate Determination Date applicable to the
first Pricing Rate Period for such Transaction and shall be reset on each Reset
Date for the next succeeding Pricing Rate Period for such
Transaction.  Buyer or its agent shall determine in accordance with
the terms of the Agreement the Pricing Rate on each Pricing Rate Determination
Date for the related Pricing Rate Period and notify Seller of such rate for such
period on the Reset Date.

     

    (e)           Provided
that each of the Transaction Conditions Precedent set forth in this
Section 3(e) shall have been satisfied (or waived by Buyer), and subject to
Seller’s rights under Section 3(f), Buyer shall transfer the Purchase Price
to Seller with respect to each New Loan for which it has issued a Confirmation
on the Purchase Date specified in such Confirmation (provided Seller has not
objected to such Confirmation within the time frame permitted under Section
3(f)), which shall be not more than two (2) Business Days following the issuance
of such Confirmation of a Transaction by Buyer in accordance with this Section
3, and the related Purchased Loan shall be concurrently transferred by Seller to
Buyer or its nominee.  For purposes of this Section 3(e), the
“Transaction
Conditions Precedent” shall be satisfied with respect to any proposed
Transaction if:

     

    (1)           no
(x) monetary or material non-monetary Default or (y) Event of Default
under the Agreement shall have occurred and be continuing as of the Purchase
Date for such proposed Transaction;

     

    (2)           Seller
shall have delivered to Buyer a true and accurate Financial Covenant Compliance
Certificate with respect to Seller’s most recently ended fiscal
quarter;

     

    (3)           Seller
shall have delivered to Buyer an Officer’s Certificate of Seller certifying that
(A) the representations and warranties made by Seller in any of the
Transaction Documents are true and correct in all material respects as of the
Purchase Date for such Transaction and unless waived by Buyer (except
(i) such representations which by their terms speak as of a specified date
and (ii) to the extent such representations and warranties have been
previously qualified and such qualifications have been accepted by Buyer),
(B) Seller is in compliance with all governmental licenses and
authorizations, (C) Seller is qualified to do business, validly existing
and, to the extent determinable, in good standing, in all required
jurisdictions, (D) the facts set forth in the Diligence Materials related
to the collateral for the Purchased Loan are, to the best knowledge of Seller
after diligent inquiry, true and correct (or shall fully explain all adverse
changes from the information previously supplied to Buyer), (E) there has
been no change in the organizational and authority documents provided to Buyer
pursuant to Section 7(d)(ii) of this Annex I since the date of the
most recent certification thereof to Buyer, and (F) there has been no
Material Adverse Effect since the last Purchase Date.  If requested by
Buyer, Seller shall also deliver an Officer’s Certificate covering such matters
as Buyer may request;

     

    
      
        
        

      

      
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    (4)           Buyer
shall have (A) determined, in accordance with the applicable provisions of
Section 3(a) of this Annex I that the New Loan proposed to be sold to
Buyer by Seller in such Transaction is an Eligible Loan and (B) obtained
internal credit approval for the inclusion of such New Loan as a Purchased Loan
in a Transaction;

     

    (5)           the
applicable Purchased Loan File described in Section 7(b) shall have been
delivered to Custodian or Bailee, and Buyer shall have received a Trust Receipt
from Custodian or Bailee with respect to such Purchased Loan File;

     

    (6)           Seller
shall have delivered to each Mortgagor or obligor under any Purchased Loan a
direction letter in accordance with Section 5(a) of this Annex I
unless such Mortgagor or obligor or related servicer or senior lender is already
remitting payments to the Servicer whereupon Seller shall direct the Servicer to
remit all such amounts into the Blocked Account in accordance with
Section 5(a) of this Annex I and to service such payments in
accordance with the Servicing Agreement and the provisions of this
Annex I;

     

    (7)           Seller
shall have paid to Buyer (i) any fees then due and payable under the Fee Letter
and (ii) any unpaid Diligence Fees and Transaction Costs in respect of such
Purchased Loan (which amounts, at Seller’s option, may be held back from funds
remitted to Seller by Buyer on the Purchase Date);

     

    (8)           Buyer
shall have received true and complete copies of fully executed originals of all
Transfer Documents;

     

    (9)           Buyer
shall have determined that after giving effect to the proposed Transaction, the
Repurchase Price (exclusive of accrued and unpaid Price Differential) of no
single Purchased Loan exceeds 30% of the Facility Amount (unless waived by Buyer
in its sole discretion);

     

    (10)           no
Purchased Loan shall be a Defaulted Loan;

     

    (11)           Buyer
shall have received an opinion of counsel of Seller, in form and substance
reasonably satisfactory to Buyer, covering the enforceability, authority,
execution, delivery and perfection of the assignment of the Purchased Loan and
all Transfer Documents, and such other matters as Buyer may reasonably
require;

     

    (12)           no
event shall have occurred or circumstance shall exist which has a Material
Adverse Effect; and

     

    (13)           there
shall not have occurred (i) a material adverse change in the financial condition
of Buyer which affects (or can reasonably be expected to affect) materially and
adversely the ability of Buyer to fund its obligations under the Agreement; (ii)
a material change in financial markets, an outbreak or escalation of hostilities
that makes it impractical or financially disadvantageous to provide funding at
such time on the terms and in the manner contemplated in the Agreement, or a
material change in national or international political, financial or economic
conditions; (iii) a general suspension of trading on major stock exchanges; or
(iv) a material disruption in or moratorium on commercial banking activities or
securities settlement services.

     

    
      
        
        

      

      
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    (f)           Each
Confirmation, together with the Agreement, shall be conclusive evidence of the
terms of the Transaction covered thereby unless objected to in writing by Seller
no more than two (2) Business Days after the date such Confirmation is received
by Seller.  An objection sent by Seller with respect to any
Confirmation must state specifically that the writing is an objection, must
specify the provision(s) of such Confirmation being objected to by Seller, must
set forth such provision(s) in the manner that Seller believes such provisions
should be stated, and must be received by Buyer no more than two (2) Business
Days after such Confirmation is received by Seller.  Buyer, in its
sole discretion, may issue another Confirmation addressing Seller’s objections
or may elect not to proceed with the proposed Transaction.

     

    (g)           Seller
shall be entitled to terminate a Transaction on demand, and repurchase the
related Purchased Loan on any Business Day prior to the applicable Repurchase
Date (an “Early
Repurchase Date”); provided, however,
that:

     

    (i)           no
Seller Event of Default shall be continuing or would occur or result from such
early repurchase;

     

    (ii)           Seller
notifies Buyer in writing of its intent to terminate such Transaction and
repurchase the related Purchased Loan no later than five (5) Business Days prior
to the Early Repurchase Date; and

     

    (iii)           Seller
shall pay to Buyer on the Early Repurchase Date an amount equal to the sum of
the Repurchase Price for such Transaction, all Costs and any other amounts
payable by Seller and outstanding under the Agreement (including, without
limitation, Sections 3(n), 3(o) and 3(p) of this Annex I) with respect
to such Transaction against transfer to Seller or its agent of the related
Purchased Loan.

     

    (h)           On
the Repurchase Date (or the Early Repurchase Date, as applicable), termination
of the applicable Transactions will be effected by transfer to Seller or, if
requested by Seller, its designee of the related Purchased Loans, and any Income
in respect thereof received by Buyer (and not previously credited or transferred
to, or applied to the obligations of, Seller pursuant to Section 4(a) or
Section 5) against the simultaneous transfer of the Repurchase Price, all
Costs and any other amounts payable and outstanding under the Agreement
(including without limitation, Sections 3(n), 3(o) and 3(p) of this
Annex I, if any) to an account of Buyer.

     

    (i)           So
long as no Default or Seller Event of Default has occurred and is then
continuing, the Repurchase Price with respect to one or more Purchased Loans may
be paid in part at any time upon two (2) Business Days prior written notice from
Seller to Buyer; provided, however, that any
such payment shall be accompanied by an amount representing accrued Price
Differential with respect to such Purchased Loan(s) on the amount of such
payment and all other amounts then due under the Transaction
Documents.  Each partial payment of the Repurchase Price that is
voluntary (as opposed to mandatory under the terms of the Agreement) shall be in
an amount of not less than One Hundred Thousand Dollars ($100,000).

     

    
      
        
        

      

      
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    (j)           In
lieu of repaying the Repurchase Price, in whole or in part, with respect to the
Transactions when and as otherwise required or permitted by the Agreement,
Seller may elect to deposit any such amount (the “Early Repurchase
Deposit”) with Buyer (the date of such deposit, the “Early Repurchase
Deposit Funding Date”) until such date as the application of the Early
Repurchase Deposit towards the Repurchase Price would not cause Buyer to incur
such costs (the “Early
Repurchase Deposit Application Date”).  The Early Repurchase
Deposit shall be held in an interest-bearing account controlled by Buyer and, at
Buyer’s option, shall be accompanied by a payment (as estimated by Buyer) equal
to the difference between the interest earned on the Early Repurchase Deposit
and the Price Differential that will accrue on a portion of the relevant
Transaction equal to the Early Repurchase Deposit during the period from the
Early Repurchase Deposit Funding Date to the Early Repurchase Deposit
Application Date.

     

    (k)           Concurrently
with its execution and delivery of the Agreement and on such other dates
specified in the Fee Letter, Seller shall pay Buyer the amounts specified in the
Fee Letter.

     

    (l)           If
prior to the first day of any Pricing Rate Period with respect to any
Transaction, (i) Buyer shall have reasonably determined (which
determination shall be conclusive and binding upon Seller absent manifest error)
that, by reason of circumstances affecting the relevant market, adequate and
reasonable means do not exist for ascertaining the LIBO Rate for such Pricing
Rate Period, or (ii) the LIBO Rate determined or to be determined for such
Pricing Rate Period will not adequately and fairly reflect the cost to Buyer (as
reasonably determined and certified to Seller by Buyer) of making or maintaining
Transactions during such Pricing Rate Period, Buyer shall give telecopy or
telephonic notice thereof to Seller as soon as practicable
thereafter.  If such notice is given, the Pricing Rate with respect to
such Transaction for such Pricing Rate Period, and for any subsequent Pricing
Rate Periods until such notice has been withdrawn by Buyer, shall be a per annum
rate equal to the sum of (i) the Federal Funds Rate, (ii) 0.25% and
(iii) the Applicable Spread (the “Alternative
Rate”).

     

    (m)           Notwithstanding
any other provision herein, if after the date of the Agreement, the adoption of
or any change in any Requirement of Law or in the interpretation or application
thereof shall make it unlawful for Buyer to effect LIBOR Transactions as
contemplated by the Transaction Documents, (a) the commitment of Buyer
hereunder to enter into new LIBOR Transactions and to continue LIBOR
Transactions as such shall forthwith be canceled, and (b) the LIBOR
Transactions then outstanding shall be converted automatically to Alternative
Rate Transactions on the last day of the then current Pricing Rate Period or
within such earlier period as may be required by law.  If any such
conversion of a LIBOR Transaction occurs on a day which is not the last day of
the then current Pricing Rate Period with respect to such LIBOR Transaction,
Seller shall pay to Buyer such amounts, if any, as may be required pursuant to
Section 3(n).

     

    (n)           Upon
demand by Buyer, Seller shall indemnify Buyer and hold Buyer harmless from any
net loss or expense (not to include any lost profit or opportunity) (including,
without limitation, reasonable attorneys’ fees and disbursements) that Buyer
actually sustains or incurs as a consequence of (i) a default by Seller in
terminating any Transaction after Seller has given a notice in accordance with
Section 3(g) of a termination of a Transaction, (ii) any payment of
all or any portion of the Repurchase Price, as the case may be, on any day other
than a Remittance Date (including, without limitation, any such loss or expense
arising from the reemployment of funds obtained by Buyer to maintain
Transactions hereunder or from fees payable to terminate the deposits from which
such funds were obtained, provided Seller shall not be obligated to reimburse
Buyer for the incremental cost of reemploying funds or terminating deposits
which arise solely as a result of Buyer’s depositing funds or employing funds at
a rate calculated other than by reference to LIBOR ) or (iii) a default by
Seller in selling Eligible Loans to Buyer after Seller has notified Buyer of a
proposed Transaction and Buyer has given a Final Approval to purchase such
Eligible Loans in accordance with the provisions of the Agreement.  A
certificate as to such costs, losses, damages and expenses, setting forth the
calculations therefor shall be submitted promptly by Buyer to Seller and shall
be conclusive and binding on Seller in the absence of manifest
error.

     

    
      
        
        

      

      
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    (o)           If
(A) the Transactions are characterized by a U.S. Federal, state or local
taxing authority in a manner other than as described in Section 23 of this
Annex I, or (B) after the date of the Agreement, the adoption of or
any change in any Requirement of Law or in the interpretation or application
thereof by any Governmental Authority or compliance by Buyer with any request or
directive (whether or not having the force of law) from any central bank or
other Governmental Authority having jurisdiction over Buyer made subsequent to
the date hereof:

     

    (i)           shall
subject Buyer to any tax of any kind whatsoever with respect to the Transaction
Documents, any Purchased Loan or any Transaction, or change the basis of
taxation of payments to Buyer in respect thereof (except for changes in the rate
of tax on Buyer’s overall net income);

     

    (ii)           shall
impose, modify or hold applicable any reserve, special deposit, compulsory loan
or similar requirement against assets held by, deposits or other liabilities in
or for the account of, advances, loans or other extensions of credit by, or any
other acquisition of funds by, any office of Buyer which is not otherwise
included in the determination of the LIBO Rate hereunder; or

     

    (iii)           shall
impose on Buyer any other condition due to the Agreement or the
Transactions;

     

    and the
result of any of the foregoing is to increase the cost to Buyer of entering
into, continuing or maintaining Transactions or to reduce any amount receivable
under the Transaction Documents in respect thereof; then, in any such case,
Seller shall pay Buyer, within ten (10) Business Days after written demand
therefor is received by Seller, any additional amounts necessary to compensate
Buyer for such increased cost payable or reduced amount
receivable.  If Buyer becomes aware that it is entitled to claim any
additional amounts pursuant to this Section 3(o), it shall notify Seller in
writing of the event by reason of which it has become so entitled.  A
certificate as to the calculation of any additional amounts payable pursuant to
this Section 3(o) shall be submitted by Buyer to Seller and shall be conclusive
and binding upon Seller in the absence of manifest error.  This
covenant shall survive the termination of the Agreement and the repurchase by
Seller of any or all of the Purchased Loans.

     

    (p)           If
Buyer shall have reasonably determined that the adoption of or any change in any
Requirement of Law regarding capital adequacy or in the interpretation or
application thereof or compliance by Buyer or any corporation controlling Buyer
with any request or directive regarding capital adequacy (whether or not having
the force of law) from any Governmental Authority made subsequent to the date
hereof has the effect of reducing the rate of return on Buyer’s or such
corporation’s capital as a consequence of its obligations hereunder to a level
below that which Buyer or such corporation could have achieved but for such
adoption, change or compliance (taking into consideration Buyer’s or such
corporation’s policies with respect to capital adequacy) by an amount deemed by
Buyer to be material, then from time to time, within five (5) Business Days
after submission by Buyer to Seller of a written request therefor, Seller shall
pay to Buyer such additional amount or amounts as will compensate Buyer for such
reduction.  A certificate as to the calculation of any additional
amounts payable pursuant to this subsection shall be submitted by Buyer to
Seller and shall be conclusive and binding upon Seller in the absence of
manifest error.  This covenant shall survive the termination of the
Agreement and the repurchase by Seller of any or all of the Purchased
Loans.

     

    
      
        
        

      

      
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    (q)           If
any of the events described in Section 3(l), Section 3(m),
Section 3(o) or Section 3(p) result in Buyer’s election to use the
Alternative Rate or Buyer’s request for additional amounts, then Seller shall
have the option to notify Buyer in writing of its intent to terminate the
Transactions and repurchase the Purchased Loans no later than one (1) Business
Day after notice is given to Buyer in accordance with
Section 3(g).  The election by Seller to terminate the
Transactions in accordance with this Section 3(q) shall not relieve Seller
for liability with respect to any additional amounts or increased costs actually
incurred by Buyer prior to the actual repurchase of the Purchased
Loans.

     

    (r)           The
facility under the Agreement shall terminate on June 29, 2009; provided that Seller
may make a written request not later than 45 days prior to such Facility
Termination Date for extension of the term thereof for a period to be agreed by
Buyer and Seller, which extension request shall be subject to Buyer’s approval
in its sole and absolute discretion.  Buyer’s failure to respond to
Seller’s written request within 15 days of such request shall be deemed an
automatic denial to Seller’s request to extend the term of the facility
hereunder.

     

    (s)           From
and after the Facility Termination Date, Buyer shall have no further obligation
to purchase any New Loans.  On the Facility Termination Date, Seller
shall be obligated to repurchase all of the Purchased Loans and transfer payment
of the Repurchase Price for each such Purchased Loan, together with all Costs
and other amounts due and payable to Buyer hereunder.  Following the
Facility Termination Date, Buyer shall not be obligated to transfer any Purchase
Loans to Seller until payment in full to Buyer of all amounts due
hereunder.  Following the Facility Termination Date, Buyer shall not
be obligated to transfer any Purchased Loans to Seller until payment in full to
Buyer of all amounts due hereunder; provided, however, upon Seller’s request,
Buyer shall transfer to Seller the Purchased Loans with respect to which Buyer
shall have received the full Repurchase Price and such other amounts payable to
Buyer in respect of such Purchased Loans in accordance with the requirements of
this Annex I, provided a Seller Event of Default is not then continuing and the
transfer of such Purchased Loans would not result in a Margin
Deficit.

     

    (t)           If,
(i) on the date that is thirty (30) days prior to the one year anniversary of
the Purchase Date of any CDO Purchased Loan, Seller has not exercised its right
to terminate the related Transaction pursuant to Section 3(g) hereof and
repurchase such CDO Purchased Loan or (ii) under the terms of the CDO Indenture
or the CDO II Indenture, as applicable, the issuer thereunder is no longer
permitted to purchase Collateral Interests or Substitute Collateral Interests
(each as defined in the CDO Indenture or the CDO II Indenture, as applicable),
then Buyer shall be entitled to undertake a due diligence investigation with
respect to such CDO Purchased Loan and to request additional Diligence Materials
with respect to such CDO Purchased Loan.  Seller agrees to pay as and
when billed by Buyer all the Due Diligence Fees, testing and review costs and
expenses incurred by Buyer in connection with the evaluation of any such CDO
Purchased Loan.  In the event Seller has not exercised its right to
terminate a Transaction and repurchase a CDO Purchased Loan on demand pursuant
to Section 3(g) prior to the one year anniversary of the Purchase Date of such
CDO Purchased Loan (an “Extended Loan”), then
from and after the one year anniversary of such Purchase Date until the
Repurchase Date with respect to such Extended Loan, the Purchase Percentage and
Applicable Spread with respect thereto shall be as set forth on Schedule 1A
attached hereto (or as otherwise notified in writing by Buyer to
Seller).  Seller acknowledges and confirms that the redetermination of
the Purchase Price by Buyer of an Extended Loan may result in a Margin
Deficit.  If a Margin Deficit shall result, Seller agrees that it
shall comply with the provisions of Section 4(a) of this Annex I.

     

    
      
        
        

      

      
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    4.           MANDATORY
PAYMENT OR DELIVERY OF ADDITIONAL ASSETS  

     

    Paragraphs 4
(a) through (f) of the Master Repurchase Agreement (“Margin Maintenance”) are
hereby deleted in their entirety and replaced with the following provisions of
this Section 4:

     

    (a)           Buyer
may determine and re-determine the Asset Base on any Business Day and on as many
Business Days as it may elect.  If at any such time the aggregate
Repurchase Price of the Purchased Loans is greater than the aggregate Asset Base
as determined by Buyer in its sole discretion and notified to Seller on any
Business Day (a “Margin Deficit”),
then Seller shall, no later than one (1) Business Day after receipt of such
notice, either deliver to Buyer (A) cash (which shall be applied to reduce
the Repurchase Price of each Purchased Loan pro rata) or (B) additional
assets acceptable to Buyer in its sole and absolute discretion in such amounts
that after giving effect to such delivery of cash or other assets, the aggregate
Repurchase Price of the Purchased Loans does not exceed the Asset Base as
re-determined by Buyer after giving effect to the delivery of cash (or other
assets) by Seller to Buyer pursuant to this Section 4(a).

     

    (b)           If
at any time a Purchased Loan becomes a Defaulted Loan, Buyer may, in its sole
discretion and without regard to any determination of the Market Value of such
Defaulted Loan, notify Seller that such Purchased Loan has become a Defaulted
Loan and require that the related Repurchase Price be paid in whole or in part,
in the sole discretion of Buyer.  Not later than one (1) Business
Day after the receipt of such notice, Seller shall prepay in whole or in part,
as applicable, the related Repurchase Price of such Defaulted
Loan.  Buyer may, in its sole discretion, determine and re-determine
the amount to be prepaid irrespective of whether or not any statement of fact
contained in any Officer’s Certificate delivered pursuant to
Section 3(e)(3) or (ii) any representation of Seller set forth in
Section 10(a)(xix) was true to Seller’s actual knowledge.

     

    (c)           If
at any time the aggregate Repurchase Price of the Purchased Loans is less than
the aggregate Asset Base as determined by Buyer in its sole discretion and
notified to Seller on any Business Day Seller requests such notification (a
“Margin
Excess”), then Seller may, upon providing written notice to Buyer by 3:00
p.m. on the Business Day prior to the date funds are requested, request that
Buyer advance additional funds (not to exceed such Margin Excess) (a “Margin Excess
Advance”) to Seller in respect of the Purchased Loans.  On the
date set forth in such request, Buyer shall transfer cash to Seller in the
amount of such Margin Excess Advance.  Each Margin Excess Advance by
Buyer to Seller shall increase the Repurchase Price of one or more Purchased
Loans (such aggregate increase not to exceed such Margin Excess Advance) as
Buyer shall determine in its sole discretion.  

     

    (d)           To
the extent Seller has an obligation to advance additional funds under one or
more Purchased Loans, provided a Margin Deficit does not then exist, Buyer
agrees to transfer to Seller cash in an amount equal to the product of
(i) the amount being advanced by Seller and (ii) the Purchase
Percentage for the related Purchased Loan or such lesser amount determined by
Buyer, such that after giving effect to the cash transfer, a Margin Deficit
would not result.  The transfer of cash under this Section 4(d)
shall be accounted for as a Margin Excess Advance.

     

    5.           INCOME
PAYMENTS AND PRINCIPAL PAYMENTS

     

    Paragraph 5
of the Master Repurchase Agreement (“Income Payments”) is hereby deleted in its
entirety and replaced by the following provisions of this
Section 5:

    
       

      
        
          
          

        

        
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    (a)           On
or before the date hereof, Seller and Buyer shall establish and maintain with
the Depository Bank a deposit account owned by, in the name of and under the
sole control of Buyer with respect to which the Blocked Account Agreement shall
have been executed (such account, together with any replacement or successor
thereof, the “Blocked
Account”) and deliver to Buyer a Blocked Account
Agreement.  Seller shall cause all Income with respect to the
Purchased Loans or other assets (if cash) delivered under Section 4(a) to
be deposited in the Blocked Account no later than the next Business Day
following its collection and receipt thereof.  In furtherance of the
foregoing, simultaneously with the transfer of any Purchased Loan under
Section 3, Seller shall deliver to each Mortgagor or obligor (or the
related collection account bank, as applicable), or the related lead lender or
servicer under a Purchased Loan an irrevocable direction letter in the form
attached as Exhibit VII to
this Annex I instructing such Person to remit to the Blocked Account all
amounts payable to Seller under the related Purchased Loan (unless such
Mortgagor or obligor or related servicer or lender is already remitting payments
to the Servicer, whereupon Seller shall direct Servicer to remit all such
amounts into the Blocked Account and service such payments in accordance with
the Servicing Agreement and the provisions hereof) and shall provide to Buyer
written proof of such delivery.  If a Mortgagor or obligor (or the
related collection account bank) or the related lead lender or servicer under a
Purchased Loan forwards any Income with respect to such Purchased Loan to Seller
or Servicer rather than directly to the Blocked Account, Seller shall
(i) deliver an additional irrevocable direction letter to the applicable
Person and make other commercially reasonable efforts to cause such Person to
forward such amounts directly to the Blocked Account and (ii) hold such
amounts in trust for Buyer and immediately deposit in the Blocked Account any
such amounts.  All Income in respect of the Purchased Loans, which may
include payments in respect of associated Hedging Transactions entered into by
an underlying obligor with respect to a Purchased Loan and pledged to Seller as
collateral for a Purchased Loan, shall be deposited directly into, or, if
applicable, remitted directly from the applicable underlying collection account
to, the Blocked Account.  So long as no Seller Event of Default shall
have occurred and be continuing, all Income on deposit in the Blocked Account in
respect of the Purchased Loans and the associated Hedging Transactions during
each Collection Period shall be remitted to Seller on a daily
basis.  Upon the occurrence of a Seller Event of Default, Buyer may
terminate such remittances and amounts on deposit in the Blocked Account will be
applied in accordance with Section 5(d).

     

    (b)           Seller
shall pay to Buyer on each Remittance Date, an amount equal to the aggregate
Price Differential which has accrued and is outstanding in respect of the
Transactions as of each such Remittance Date and shall pay to Servicer its
Servicing Fees and any “Servicing Expenses”, “Additional Servicing Compensation”
and “Servicing Advances” (as such terms are defined in the Servicing Agreement)
in accordance with the terms of the Servicing Agreement.

     

    (c)           If
Seller shall receive a Principal Payment in respect of any Purchased Loan, not
later than one (1) Business Day after receipt of such Principal Payment, Seller
shall (subject to the provisions of Section 3(j)) pay the Repurchase Price
in respect of such Purchased Loan in an amount equal to the greater of (i) the
product of the amount of such Principal Payment multiplied by the Purchase
Percentage applicable to the related Purchased Loan and (ii) such greater
amount, such that after giving effect to such payment of the applicable
Repurchase Price, the aggregate Repurchase Price of the Purchased Loans does not
exceed the Asset Base, as determined by Buyer after giving effect to such
payment.

     

    (d)           If
a Seller Event of Default shall have occurred and be continuing, all Income on
deposit in the Blocked Account in respect of the Purchased Loans and the
associated Hedging Transactions shall be applied on the Business Day next
following the Business Day on which such funds are deposited in the Blocked
Account as follows:

     

    (i)           first, to make payment in
respect of any outstanding Servicing Fees and “Servicing Expenses”, “Additional
Servicing Compensation” (other than “Termination Fees”) and “Servicing Advances”
(as such terms are defined in the Servicing Agreement);

     

    (ii)           second, to remit to Buyer an
amount equal to the Price Differential which has accrued and is outstanding in
respect of the Transactions as of such Business Day;

     

    (iii)           third, to make payment to
Buyer in respect of Costs and all other amounts payable by Seller and
outstanding hereunder;

     

    
      
        
        

      

      
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    (iv)           fourth, to make a payment to
Buyer on account of the aggregate Repurchase Price of the Purchased Loans until
the aggregate Repurchase Price for all of the Purchased Loans has been reduced
to zero; and

     

    (v)           fifth, to remit to Seller the
remainder.

     

    (e)           If
at any time during the term of any Transaction any Income is distributed to
Seller or Seller has otherwise received such Income and has made a payment in
respect of such Income to Buyer pursuant to this Section 5, and for any
reason (other than a breach by Buyer of the Purchased Loan Documents) such
amount is required to be returned to an obligor under such Purchased Loan
(either before or after the Repurchase Date), Buyer may provide Seller with
notice of such required return, and Seller shall pay the amount of such required
return to Buyer by 11:00 a.m., New York time, on the Business Day following
Seller’s receipt of such notice.

     

    (f)           Subject
to the other provisions hereof, Seller shall be responsible for all Costs in
respect of any Purchased Loans to the extent it would be so obligated if the
Purchased Loans had not been sold to Buyer.  Buyer shall provide
Seller with notice of any Costs promptly upon receiving such notice, and Seller
shall pay the amount of any Costs to Buyer by 11:00 a.m., New York time, on the
later of (i) five (5) Business Days after Buyer has informed Seller that
such amount is due under the Purchased Loan Documents and (ii) three (3)
Business Days following Seller’s receipt of such notice.

     

    6.           CAUTIONARY
SECURITY INTEREST

     

    Paragraph
6 of the Master Repurchase Agreement (“Security Interest”) is hereby deleted in
its entirety and replaced by the following provisions of this
Section 6:

     

    (a)           Buyer
and Seller intend that all Transactions hereunder be sales to Buyer of the
Purchased Loans for all purposes (other than for U.S. Federal, state and local
income or franchise tax purposes) and not loans from Buyer to Seller secured by
the Purchased Loans.  However, in the event any Transaction is deemed
to be a loan, Seller hereby pledges to Buyer as security for the performance by
Seller of its obligations under such Transaction and hereby grants to Buyer a
security interest in (i) the Blocked Account, (ii) all of the Purchased
Loans, including those identified in Confirmations (including, for the avoidance
of doubt, all security interests, mortgages and liens on personal or real
property securing the Purchased Loans), (iii) all “general intangibles”,
“accounts” and “chattel paper” as defined in the UCC relating to or constituting
any and all of the foregoing, (iv) all Income from the Purchased Loans, (v) all
replacements, substitutions or distributions on or proceeds, payments and
profits of, and records and files relating to, any and all of the foregoing,
(vi) all insurance policies and insurance proceeds relating to any Purchased
Loan or the related Eligible Property, (vii) any Hedging Transactions obtained
by the underlying obligor with respect to any Purchased Loan and (viii) any
other property, rights, title or interests as are specified in the Trust
Receipt, the Purchased Loan Schedule or exception report with respect to the
foregoing in all instances, whether now owned or hereafter acquired, now
existing or hereafter created (the “Repurchase
Assets”).

     

    
      
        
        

      

      
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    (b)           To
the extent Buyer is deemed to have a security interest with respect to the
Repurchase Assets, and with respect to the security interests granted in
Section 6(c) and (d) hereof, Buyer shall have all of the rights and may
exercise all of the remedies of a secured creditor under the UCC and any other
applicable law and shall have the right to apply the Repurchase Assets or
proceeds therefrom to the obligations of Seller under the Transaction
Documents.  In furtherance of the foregoing, (i) Buyer, at
Seller’s sole cost and expense, shall cause to be filed as a protective filing
with respect to the Repurchase Assets and as a UCC filing with respect to the
security interests granted in Section 6(c) and (d) hereof (i) a UCC
financing statement in the form of Schedule 7-A attached hereto (to be filed in
the filing office indicated therein), (ii) amendments to such UCC financing
statement in the form of Schedule 7-B attached hereto and having attached to
each such UCC financing statement amendment a description of the Purchased Loans
which identifies the Purchased Loans by setting forth (a) the name of the
borrower with respect to each Purchased Loan, (b) the loan agreement (including
the date) or other document, agreement or instrument pursuant to which each
Purchased Loan was made or is governed, and (c) the initial or then outstanding
principal amount of each Purchased Loan, and (iii) such other UCC filings, in
such locations as may be necessary to perfect and maintain perfection and
priority of the outright transfer and the security interest granted hereby
(including under Section 22 of this Annex I) and, in each case, continuation
statements and any amendments thereto (collectively, the “Filings”), and
(ii) Buyer shall from time to time, at Seller’s sole cost and expense,
cause to be duly filed all such further filings, instruments and documents and
take all such further actions as may be necessary or desirable with respect to
the perfection and priority of the outright transfer of the Repurchase Assets
and the security interest granted hereunder in the Purchased Loans and the
rights and remedies of Buyer with respect to the Repurchase Assets (including
under Section 22 of this Annex I) (including the payments of any fees
and taxes required in connection with the execution and delivery of the
Agreement).

     

    (c)           Seller
hereby pledges to Buyer, as security for the performance by Seller of its
obligations under all Transactions, Seller’s rights under all Hedging
Transactions relating to Purchased Loans entered into by Seller and all proceeds
thereof.  Seller shall take all action as is necessary or desirable to
obtain consent to assignment of any such Hedging Transaction to Buyer and shall
cause the counterparty under each such Hedging Transaction to enter into such
document or instrument satisfactory to Buyer, Seller and such counterparty,
pursuant to which such counterparty will covenant and agree to accept notice
from Buyer to redirect payments under such Hedging Transaction as Buyer may
direct.  So long as no Seller Event of Default shall be continuing,
Buyer agrees that it will not redirect payments under any Hedging Transaction
pledged to Buyer pursuant to the terms of this Section 6(c).

     

    (d)           Seller
hereby pledges all of its right, title and interest in, to and under and grants
a first priority lien on, and security interest in, all rights of Seller in the
Alternate-Funded Repurchase Agreement, now existing or hereafter created, to
Buyer to secure the payment and performance of all amounts or obligations owing
by Seller to Buyer pursuant to the Agreement and the other Transaction
Documents.

     

    7.           PAYMENT,
TRANSFER AND CUSTODY

     

    Paragraph 7
of the Master Repurchase Agreement (“Payment and Transfer”) is hereby deleted in
its entirety and replaced by the following provisions of this
Section 7:

     

    (a)           Subject
to the terms and conditions of the Agreement, on the Purchase Date for each
Transaction, ownership of the Purchased Loans and all rights thereunder shall be
transferred to Buyer or its designee (including the Custodian) against the
simultaneous transfer of the Purchase Price to an account of Seller specified in
the Confirmation relating to such Transaction.  On the Purchase Date
for the first Transaction, Buyer will provide Seller with a power of attorney,
substantially in the form attached as Exhibit IV-2 hereto, in recordable
form, allowing Seller to administer, operate and service such Purchased
Loans.  The power of attorney shall be binding upon Buyer and Buyer’s
successors and assigns.

     

    
      
        
        

      

      
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    (b)           With
respect to each Table Funded Purchased Loan, Seller shall cause the Bailee to
deliver to the Custodian (with a copy to Buyer) by no later than 1:00 p.m. (New
York time), on the Purchase Date, by facsimile a true and complete copy of the
related promissory note (or the participation certificate, as applicable), the
Insured Closing Letter and Escrow Instructions, if any, the Bailee Agreement and
a Trust Receipt issued by the Bailee thereunder on or before the related
Purchase Date.  In connection with the sale of each Purchased Loan,
not later than 1:00 p.m. (New York time), two (2) Business Days prior to the
related Purchase Date (or on the related Purchase Date, as may be agreed by
Buyer and Seller on a case by case basis) (or with respect to a Table Funded
Purchased Loan not later than 1:00 p.m. (New York time) on the third (3rd)
Business Day following the applicable Purchase Date), Seller shall deliver or
cause Bailee to deliver (with a copy to Buyer) and release to the Custodian
(together with the Custodial Delivery Certificate in the form attached hereto as
Exhibit III), and shall cause the Custodian to deliver a Trust Receipt on the
Purchase Date (or in the case of a Table Funded Purchased Loan, not later than
two (2) Business Days following the receipt by the Custodian) confirming the
receipt of the following original documents to the extent applicable
(collectively, the “Purchased Loan
File”), pertaining to each of the Purchased Loans identified in the
Custodial Delivery Certificate delivered therewith:

     

    (i)           With
respect to each Purchased Loan that is a Mortgage Loan (including a First
Mortgage B Note), the following documents, as applicable and subject to clause
(iii) below:

     

    (A)          The
original Mortgage Note bearing all intervening endorsements, endorsed “Pay to
the order of _________ without recourse” and signed in the name of the last
endorsee (the “Last
Endorsee”) by an authorized Person of the Last Endorsee (in the event
that the Purchased Loan was acquired by the Last Endorsee in a merger, the
signature must be in the following form:  “[Last Endorsee], successor
by merger to [name of predecessor]”; in the event that the Purchased Loan was
acquired or originated by the Last Endorsee while doing business under another
name, the signature must be in the following form:  “[Last Endorsee],
[formerly known] or [doing business] as [previous name]”) or a lost note
affidavit in a form reasonably approved by Buyer, with a copy of the applicable
Mortgage Note attached thereto.

     

    (B)          The
original or a copy of the loan agreement and the guarantee, if any, executed in
connection with the Purchased Loan.

     

    (C)          The
original Mortgage with evidence of recording thereon, or a copy thereof together
with an Officer’s Certificate of Seller certifying that such copy represents a
true and correct copy of the original and that such original has been submitted
for recordation in the appropriate governmental recording office of the
jurisdiction where the Mortgaged Property is located.

     

    (D)          The
originals of all assumption, modification, consolidation or extension agreements
with evidence of recording thereon, or copies thereof together with an Officer’s
Certificate of Seller certifying that such copies represent true and correct
copies of the originals and that such originals have each been submitted for
recordation in the appropriate governmental recording office of the jurisdiction
where the Mortgaged Property is located.

     

    (E)          The
original Assignment of Mortgage to Buyer for each Purchased Loan, in form and
substance acceptable for recording and signed in the name of the Last Endorsee
(in the event that the Purchased Loan was acquired by the Last Endorsee in a
merger, the signature must be in the following form:  “[Last
Endorsee], successor by merger to [name of predecessor]”; in the event that the
Purchased Loan was acquired or originated while doing business under another
name, the signature must be in the following form: “[Last Endorsee], [formerly
known] or [doing business] as [previous name]”).

     

    
      
        
        

      

      
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    (F)          The
originals of all intervening assignments of mortgage with evidence of recording
thereon, or copies thereof together with an Officer’s Certificate of Seller
certifying that such copies represent true and correct copies of the originals
and that such originals have each been submitted for recordation in the
appropriate governmental recording office of the jurisdiction where the
Mortgaged Property is located.

     

    (G)          The
original Title Policy or, if the original Title Policy has not been issued, the
original irrevocable marked commitment to issue the same.

     

    (H)          The
original of any security agreement, chattel mortgage or equivalent document
executed in connection with the Purchased Loan.

     

    (I)          The
original Assignment of Leases, if any, with evidence of recording thereon, or a
copy thereof together with an Officer’s Certificate of Seller, certifying that
such copy represents a true and correct copy of the original that has been
submitted for recordation in the appropriate governmental recording office of
the jurisdiction where the Mortgaged Property is located.

     

    (J)          The
originals of all intervening assignments of assignment of leases and rents, if
any, or copies thereof, with evidence of recording thereon, or copies thereof
together with an Officer’s Certificate of Seller certifying that such copies
represent true and correct copies of the originals and that such originals have
each been submitted for recordation in the appropriate governmental recording
office of the jurisdiction where the Mortgaged Property is located.

     

    (K)          A
copy of the UCC financing statements and all necessary UCC continuation
statements with evidence of filing thereon or copies thereof certified by Seller
to have been sent for filing, and UCC assignments to Buyer, which UCC
assignments shall be in form and substance acceptable for filing in the
applicable jurisdictions.

     

    (L)          The
original environmental indemnity agreement or similar guaranty or indemnity,
whether stand-alone or incorporated into the applicable loan documents (if
any).

     

    (M)          The
original omnibus assignment to Buyer in blank or other documents necessary and
sufficient to transfer to Buyer all of Seller’s right, title and interest in and
to the Purchased Loan (if any).

     

    (N)          A
disbursement letter from the Mortgagor to the original mortgagee or other
evidence that the Purchased Loan has been fully disbursed (if
applicable).

     

    (O)          Mortgagor’s
certificate or title affidavit (if any).

     

    (P)          A
Survey of the Mortgaged Property (if any) as accepted by the title company for
issuance of the Title Policy.

     

    (Q)          The
original of any participation agreement, intercreditor agreement and/or
servicing agreement executed in connection with such Purchased
Loan.

     

    
      
        
        

      

      
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    (R)          A
copy of all servicing agreements and Servicing Records related to such Purchased
Loan, which Seller shall deliver to Servicer (with a copy to
Buyer).

     

    (S)          A
copy of the Mortgagor’s opinions of counsel.

     

    (T)          An
assignment of any management agreements, permits, contracts and other material
agreements (if any).

     

    (U)          Reports
of UCC, tax lien, judgment and litigation searches as requested by Buyer,
conducted by search firms reasonably acceptable to Buyer with respect to the
Purchased Loan, Seller and the related underlying obligor, such searches to be
conducted in each location Buyer shall reasonably designate and such reports
reasonably satisfactory to Buyer.

     

    (V)          [Reserved.]

     

    (W)          The
original or a copy of the intercreditor or loan coordination agreement (if any)
executed in connection with the Purchased Loan to the extent the subject
borrower, or an affiliate thereof, has encumbered its assets with senior, junior
or similar financing, whether mortgage financing or mezzanine loan
financing.

     

    (X)          Copies
of all documents relating to the formation and organization of the related
obligor under such Purchased Loan, together with all consents and resolutions
delivered in connection with such obligor’s obtaining such Purchased
Loan.

     

    (Y)          All
other material documents and instruments evidencing, guaranteeing, insuring or
otherwise constituting or modifying or otherwise affecting such Purchased Loan,
or otherwise executed or delivered in connection with, or otherwise relating to,
such Purchased Loan, including all documents establishing or implementing any
lockbox pursuant to which Seller is entitled to receive any payments from cash
flow of the underlying real property.

     

    (ii)           With
respect to each Purchased Loan which is a Mezzanine Loan secured by a pledge of
the equity ownership interests in an entity that owns Eligible Property, the
following, as applicable and subject to clause (iii) below:

     

    (A)          The
original Mezzanine Note signed in connection with the Purchased Loan bearing all
intervening endorsements, endorsed “Pay to the order of __________ without
recourse” and signed in the name of the Last Endorsee by an authorized Person of
the Last Endorsee (in the event that the Mezzanine Note was acquired by the Last
Endorsee in a merger, the signature must be in the following
form:  “[Last Endorsee], successor by merger to [name of
predecessor]”; in the event that the Purchased Loan was acquired or originated
by the Last Endorsee while doing business under another name, the signature must
be in the following form:  “[Last Endorsee], [formerly known] or
[doing business] as [previous name]”) or a lost note affidavit in a form
reasonably approved by Buyer with a copy of the applicable Mezzanine Note
attached thereto.

     

    (B)          The
original or a copy of the loan agreement and the guarantee, if any, executed in
connection with the Purchased Loan.

     

    
      
        
        

      

      
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    (C)          The
original or a copy of the intercreditor or loan coordination agreement executed
in connection with the Purchased Loan to the extent the subject borrower, or an
affiliate thereof, has encumbered its assets with senior, junior or similar
financing, whether mortgage financing or mezzanine loan financing.

     

    (D)          The
original security agreement executed in connection with the Purchased
Loan.

     

    (E)          Copies
of all documents relating to the formation and organization of the borrower
under such Purchased Loan, together with all consents and resolutions delivered
in connection with such borrower’s obtaining the Purchased Loan.

     

    (F)          All
other material documents and instruments evidencing, guaranteeing, insuring or
otherwise constituting or modifying or otherwise affecting such Purchased Loan,
or otherwise executed or delivered in connection with, or otherwise relating to,
such Purchased Loan, including all documents establishing or implementing any
lockbox pursuant to which Seller is entitled to receive any payments from cash
flow of the underlying real property.

     

    (G)          An
omnibus assignment to Buyer or other documents necessary and sufficient to
transfer to Buyer all of Seller’s right, title and interest in and to the
Purchased Loan.

     

    (H)          The
original of any participation agreement, intercreditor agreement and/or
servicing agreement executed in connection with such Purchased
Loan.

     

    (I)          A
copy of all servicing agreements and Servicing Records related to such Purchased
Loan, which Seller shall deliver to Servicer (with a copy to
Buyer).

     

    (J)          A
copy of the borrower’s opinions of counsel.

     

    (K)          A
copy of the UCC financing statements and all necessary UCC continuation
statements with evidence of filing thereon or copies thereof certified by Seller
to have been sent for filing, and UCC assignments to Buyer, which UCC
assignments shall be in form and substance acceptable for filing in the
applicable jurisdictions.

     

    (L)          The
original certificates representing the pledged equity interests to the extent
such interests are in certificated form.

     

    (M)          Stock
or similar powers relating to each pledged equity interest, executed in blank,
if such equity interests are in certificated form.

     

    (N)          Assignment
of any management agreements, agreements among equity interest holders or other
material contracts.

     

    (O)          If
the pledged equity interests are not certificated, evidence (which may be an
Officer’s Certificate confirming such circumstances or in the form of an
executed instruction to register such pledge by the mezzanine borrower and
acknowledgment by the entity in which such pledged equity interests are held)
that the pledged equity interests have been transferred to, or otherwise made
subject to a first priority security interest in favor of, Seller.

     

    
      
        
        

      

      
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    (P)          Copies
of all material documents evidencing or securing the related mortgage loan and
any other documents affecting the related mortgaged property to the extent in
possession of Seller.

     

    (Q)          If
the mezzanine borrower is an Affiliate of Seller, a pledge agreement and any UCC
financing statements, executed by the owner(s) of all the equity interests of
the mezzanine borrower as debtor in favor of Seller as secured party (which
pledge agreement and UCC financing statements shall be transferred by Seller to
Buyer), covering all equity interests in the mezzanine borrower, if not
previously delivered to Buyer, together with any related original certificates
of equity ownership and blank assignments thereof, all to give Buyer a security
interest in such equity as additional collateral for Seller’s
obligations.

     

    (R)          Evidence
that the Purchased Loan has been fully disbursed (if applicable).

     

    (iii)           If
Seller cannot deliver, or cause to be delivered, any of the original documents
and/or instruments required to be delivered as originals under clauses (b)(i) or
(b)(ii) above, as the case may be, Seller shall deliver a photocopy thereof and,
unless waived by Buyer, an Officer’s Certificate of Seller certifying that such
copy represents a true and correct copy of the original.  Seller shall
then, (1) use its reasonable efforts to obtain and deliver the original document
within 180 days after the related Purchase Date (or such longer period after the
related Purchase Date to which Buyer may consent (such consent not to be
unreasonably withheld), so long as Seller is, as certified in writing to Buyer
not less frequently than monthly, in good faith attempting to obtain the
original), (2) after the expiration of such reasonable efforts period, deliver
to Buyer a certification that states, despite Seller’s reasonable efforts,
Seller was unable to obtain such original document and (3) thereafter have no
further obligation to deliver the related original document.

     

    (iv)           With
respect to each Purchased Loan which is of the type described in
clause (iv) of the definition of Eligible Loan, any of the documentation
referred to above in Section 7(b)(i) and (ii) which is reasonably
determined by the Buyer to be necessary to effectuate the sale, transfer,
conveyance and assignment of such Purchased Loan.

     

    
      
        
        

      

      
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    (c)           From
time to time, Seller shall forward to the Custodian additional original
documents or additional documents evidencing any assumption, modification,
consolidation or extension of a Purchased Loan approved in accordance with the
terms of the Agreement, and upon receipt of any such other documents, the
Custodian shall hold such other documents on behalf of Buyer and as Buyer shall
request from time to time.  With respect to any documents which have
been delivered or are being delivered to recording offices for recording and
have not been returned to Seller in time to permit their delivery hereunder at
the time required, in lieu of delivering such original documents, Seller shall
deliver to Buyer a true copy thereof with an Officer’s Certificate certifying
that such copy is a true, correct and complete copy of the original, which has
been transmitted for recordation.  Seller shall deliver such original
documents to the Custodian promptly when they are received.  With
respect to all of the Purchased Loans delivered by Seller to Buyer or its
designee (including the Custodian), Seller shall execute an omnibus power of
attorney substantially in the form of Exhibit IV-1 attached hereto
irrevocably appointing Buyer its attorney-in-fact with full power to
(i) complete and record any Assignment of Mortgage, (ii) complete the
endorsement of any Mortgage Note or Mezzanine Note and (iii) take such
other steps as may be necessary or desirable to enforce Buyer’s rights against
any Purchased Loans and the related Purchased Loan Files and the Servicing
Records.  Buyer shall deposit the Purchased Loan Files representing
the Purchased Loans, or cause the Purchased Loan Files to be deposited directly,
with the Custodian to be held by the Custodian on behalf of
Buyer.  The Purchased Loan Files shall be maintained in accordance
with the Custodial Agreement.  Any Purchased Loan Files not delivered
to Buyer or its designee (including the Custodian) are and shall be held in
trust by Seller or its designee for the benefit of Buyer as the owner
thereof.  Seller or its designee shall maintain a copy of the
Purchased Loan File and the originals of the Purchased Loan File not delivered
to Buyer or its designee.  The possession of the Purchased Loan File
by Seller or its designee is at the will of Buyer for the sole purpose of
servicing the related Purchased Loan, and such retention and possession by
Seller or its designee is in a custodial capacity only.  The books and
records (including, without limitation, any computer records or tapes) of Seller
or its designee shall be marked appropriately to reflect clearly the transfer,
subject to the terms and conditions of the Agreement, of the related Purchased
Loan to Buyer.  Seller or its designee (including the Custodian) shall
release its custody of the Purchased Loan File only in accordance with written
instructions from Buyer, unless such release is required as incidental to the
servicing of the Purchased Loans or is in connection with a repurchase of any
Purchased Loan by Seller or is pursuant to the order of a court of competent
jurisdiction.

     

    (d)           In
addition to any documents or instruments that are required to be delivered by
Seller to Buyer hereunder in connection with the transfer of Purchased Loans by
Seller to Buyer, on the date of the Agreement, Buyer shall have received all of
the following items and documents, each of which shall be satisfactory to Buyer
in form and substance:

     

    (i)           Transaction
Documents.

     

    (A)          the
Agreement (including this Annex I), duly executed and delivered by Seller
and Buyer;

     

    (B)          the
Custodial Agreement, duly executed and delivered by Seller, Buyer and
Custodian;

     

    (C)          the
Fee Letter, duly executed and delivered by Seller and Buyer;

     

    (D)          the
Blocked Account Agreement, duly executed and delivered by Seller, Buyer and
Depository Bank; and

     

    (E)          the
Servicing Agreement, duly executed and delivered by Seller, Buyer and
Servicer.

     

    (ii)           Organizational
Documents.  Certified copies of Seller’s organizational
documents and resolutions or other documents evidencing the authority of Seller
with respect to the execution, delivery and performance of the Transaction
Documents to which it is a party and each other document to be delivered by
Seller from time to time in connection with the Transaction Documents (and Buyer
may conclusively rely on such certifications until it receives notice in writing
from Seller to the contrary);

     

    (iii)           Legal
Opinion.  Opinions of counsel to Seller in form and substance
satisfactory to Buyer as to authority, enforceability of the Transaction
Documents to which it is a party, perfection and such other matters as may be
reasonably requested by Buyer; and

     

    (iv)           Other
Documents.  Such other documents as Buyer may reasonably
request.

     

    
      
        
        

      

      
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    8.           CERTAIN
RIGHTS OF BUYER WITH RESPECT TO THE PURCHASED LOANS

     

    Paragraph 8
of the Master Repurchase Agreement (“Segregation of Purchased Securities”) is
hereby deleted in its entirety and replaced by the following provisions of this
Section 8:

     

    (a)           Subject
to the terms and conditions of the Agreement, title to all Purchased Loans shall
pass to Buyer on the applicable Purchase Date, and Buyer shall have free and
unrestricted use of its interest in the Purchased Loans in accordance with the
terms and conditions of the Purchased Loans.  Nothing in the Agreement
or any other Transaction Document shall preclude Buyer from engaging in
repurchase transactions with the Purchased Loans with Persons in conformity with
the terms and conditions of the Purchased Loans or otherwise selling,
transferring, pledging, repledging, hypothecating, or rehypothecating all or a
portion of its interest in the Purchased Loans to Persons in conformity with the
terms and conditions to the Purchased Loans, but no such transaction shall
relieve Buyer of its obligations to transfer the Purchased Loans to Seller
pursuant to Section 3 of this Annex I or of Buyer’s obligation to
credit or pay Income to, or apply Income to the obligations of, Seller pursuant
to Section 5 of this Annex I or otherwise affect the rights,
obligations and remedies of any party to the Agreement.  Any such
repurchase transaction and any pledge, repledge, hypothecation or
rehypothecation in connection with a Financing Transaction may be to any Person
other than a Disqualified Transferee; provided that Buyer,
other than in connection with a Financing Transaction, may assign or participate
its rights’ under the Transaction Documents or any Transaction only in
accordance with Section 17 of this Annex I, unless an Event of Default
shall have occurred and be continuing or the prior written consent of Seller has
been obtained by Buyer.

     

    (b)           Subject
to the terms and conditions of the Agreement, any documents delivered to the
Custodian pursuant to Section 7(b) and 7(c) of this Annex I shall be
released only in accordance with the terms and conditions of the Custodial
Agreement.

     

    9.           SUBSTITUTION

     

    Paragraph 9
of the Master Repurchase Agreement (“Substitution”) is hereby deleted in its
entirety and replaced by the following provisions of this
Section 9:

     

    (a)           In
the case of any Transaction for which the Repurchase Date is other than the
Business Day immediately following the Purchase Date, Seller shall have the
right, subject to the proviso to this sentence, upon notice to Buyer, which
notice shall be given at or prior to 10:00 a.m. (New York time) on such Business
Day, to substitute substantially the same Eligible Loans for any Purchased
Loans, provided, however, that Buyer
may elect, by the close of business on the Business Day notice is received, or
by the close of the next Business Day if notice is given after 10:00 a.m. (New
York time) on such day, not to accept such substitution in its sole and absolute
discretion.  In the event such substitution is accepted by Buyer, such
substitution shall be made by Seller’s transfer to Buyer of such other Eligible
Loans and Buyer’s transfer to Seller of such Purchased Loans, and after
substitution, the substituted Eligible Loans shall be deemed to be Purchased
Loans subject to the terms of the Agreement (including but not limited to the
margin provisions of Section 4 of this Annex I).  Each such
substitution shall be deemed to be a representation and warranty by Seller that
each substitute loan is an Eligible Loan and that after giving effect to such
substitution, the aggregate Repurchase Price of the Purchased Loans shall not
exceed the aggregate Asset Base.  In the event Buyer elects not to
accept such substitution, Buyer shall offer Seller the right to terminate the
Transaction.

     

    
      
        
        

      

      
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    (b)           In
the event Seller exercises its right to substitute or terminate under
sub-paragraph (a), Seller shall be obligated to pay to Buyer, by the close
of the Business Day of such substitution or termination, as the case may be, an
amount equal to (A) Buyer’s actual out-of-pocket cost (including all fees
(including reasonable attorneys fees), expenses and commissions) of
(i) entering into replacement transactions; (ii) entering into or
terminating hedge transactions; and/or (iii) terminating transactions or
substituting mortgage loans in like transactions with third parties in
connection with or as a result of such substitution or termination, and
(B) to the extent Buyer determines not to enter replacement transactions,
the loss incurred by Buyer directly arising or resulting from such substitution
or termination.  The foregoing amounts shall be solely determined and
calculated by Buyer in good faith.

     

    10.           REPRESENTATIONS  

     

    Paragraph 10
of the Master Repurchase Agreement (“Representations”) is hereby supplemented by
the following provisions of this Section 10:

     

    (a)           Seller
represents and warrants to Buyer that as of the Purchase Date and as of the date
of the Agreement and at all times while the Agreement and any Transaction
thereunder is in full force and effect:

     

    (i)           Organization.  Seller
is duly organized, validly existing and in good standing under the laws and
regulations of the state of Seller’s organization and is duly licensed,
qualified, and in good standing in every state where such licensing or
qualification is necessary for the transaction of Seller’s business, except
where lack of such licenses or qualifications would not be reasonably likely to
result in a Material Adverse Effect.  Seller has the power to own and
hold the assets it purports to own and hold, and to carry on its business as now
being conducted and proposed to be conducted, and has the power to execute,
deliver, and perform its obligations under the Agreement and the other
Transaction Documents.

     

    (ii)           Due Execution;
Enforceability.  The Transaction Documents have been duly
executed and delivered by Seller, for good and valuable
consideration.  The Transaction Documents constitute the legal, valid
and binding obligations of Seller, enforceable against Seller in accordance with
their respective terms subject to bankruptcy, insolvency, and other limitations
on creditors’ rights generally and to equitable principles.

     

    (iii)           Non-Contravention;
Consents.  Neither the execution and delivery of the
Transaction Documents, nor consummation by Seller of the transactions
contemplated by the Transaction Documents (or any of them), nor compliance by
Seller with the terms, conditions and provisions of the Transaction Documents
(or any of them) will (x) conflict with or result in a breach or violation
of any of the terms, conditions or provisions of any judgment or order, writ,
injunction, decree or demand of any court applicable to Seller, (y) result
in the creation or imposition of any lien or any other encumbrance upon any of
the assets of Seller, other than pursuant to the Transaction Documents or (z)
violate or conflict with contractual provisions of, or cause an event of default
under, any indenture, loan agreement, mortgage, contract or other material
agreement to which Seller is a party or by which Seller may be
bound.  Seller has all necessary licenses, permits and other consents
from Governmental Authorities necessary to acquire, own and sell the Purchased
Loans and for the performance of its obligations under the Transaction Documents
except where the failure to have any such license, permit or consent would not
be reasonably likely to result in a Material Adverse Effect.

     

    (iv)           Litigation; Requirements of
Law.  There is no action, suit, proceeding, investigation, or
arbitration pending or, to the best knowledge of Seller, threatened against
Seller, or any of its assets which may result in any Material Adverse Effect, or
which may have an adverse effect on the validity of the Transaction Documents or
any action taken or to be taken in connection with the obligations of Seller
under any of the Transaction Documents.  Seller is in compliance in
all material respects with all Requirements of Law.  Seller is not in
default in any material respect with respect to any judgment, order, writ,
injunction, decree, rule or regulation of any arbitrator or Governmental
Authority.

     

    
      
        
        

      

      
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    (v)           No
Broker.  Seller has not dealt with any broker, investment
banker, agent or other Person (other than Buyer or an Affiliate of Buyer) who
may be entitled to any commission or compensation in connection with the sale of
the Purchased Loans pursuant to any Transaction Documents.

     

    (vi)           Good Title to Purchased
Loans.  Immediately prior to the purchase of any Purchased
Loans by Buyer from Seller, such Purchased Loans are free and clear of any lien,
security interest, claim, option, charge, encumbrance or impediment to transfer
to Buyer (including any “adverse claim” as defined in Section 8-102(a)(1)
of the UCC), and are not subject to any rights of set-off, any prior sale,
transfer, assignment, or participation by Seller or any agreement by Seller to
assign, convey, transfer or participate in such Purchased Loans, in whole or in
part, and Seller is the sole legal record and beneficial owner of, and owns and
has the right to sell and transfer such Purchased Loans to Buyer, and, upon
transfer of such Purchased Loans to Buyer, Buyer shall be the owner of such
Purchased Loans (other than for U.S. Federal, state and local income and
franchise tax purposes) free of any adverse claim, subject to Seller’s rights
pursuant to the Agreement.  In the event that the related Transaction
is recharacterized as a secured financing of the Purchased Loans and with
respect to the security interests granted in Section 6, the provisions of
the Agreement are effective to create in favor of Buyer a valid security
interest in all right, title and interest of Seller in, to and under the
Repurchase Assets and the other collateral specified in Section 6(c) and
(d), Buyer shall have a valid, perfected and enforceable first priority security
interest in the Repurchase Assets and such other collateral, subject to no lien
or rights of others other than as granted herein.

     

    (vii)           No
Default.  No Default or Seller Event of Default exists under or
with respect to the Transaction Documents.

     

    (viii)           Representations and
Warranties Regarding Purchased Loans; Delivery of Purchased Loan
File.  Each Purchased Loan sold hereunder and each pool of
Purchased Loans sold in a Transaction hereunder, as of the applicable Purchase
Date for the Transaction in question, (A) conforms to the applicable
representations and warranties set forth in Exhibit V attached hereto and (B)
with the respect to a CDO Purchased Loan, meets the criteria set forth in
Exhibit IX hereto, except, in each case, as has been disclosed to Buyer in
writing prior to Buyer’s issuance of a Confirmation with respect to the related
Purchased Loan.  It is understood and agreed that the representations
and warranties set forth in Exhibit V hereto, if any, shall survive delivery of
the respective Purchased Loan File to Buyer or its designee (including the
Custodian).  With respect to each Purchased Loan, the Mortgage Note or
Mezzanine Note, the Mortgage (if any), the Assignment of Mortgage (if any) and
any other documents required to be delivered under the Agreement and the
Custodial Agreement for such Purchased Loan have been delivered (or with respect
to Table Funded Purchased Loans shall be delivered in accordance with
Section 7(b)) to Buyer or the Custodian on its behalf or such requirement
will have been expressly waived in writing by Buyer.  Seller or its
designee is in possession of a complete, true and accurate Purchased Loan File
with respect to each Purchased Loan, except for such documents the originals of
which have been delivered to the Custodian.

     

    
      
        
        

      

      
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    (ix)           Adequate Capitalization; No
Fraudulent Transfer.  Seller has, as of such Purchase Date,
adequate capital for the normal obligations reasonably foreseeable in a business
of its size and character and in light of its contemplated business
operations.  Seller is generally able to pay, and as of the date
hereof is paying, its debts as they come due.  Seller has not become,
and is not presently, financially insolvent nor will Seller be made insolvent by
virtue of Seller’s execution of or performance under any of the Transaction
Documents within the meaning of the bankruptcy laws or the insolvency laws of
any jurisdiction.  Seller has not entered into any Transaction
Document or any Transaction pursuant thereto in contemplation of insolvency or
with intent to hinder, delay or defraud any creditor.  Seller has not
received any written notice that any payment or other transfer made to or on
account of Seller from or on account of any Mortgagor or any other person
obligated under any Purchased Loan Documents is or may be void or voidable as an
actual or constructive fraudulent transfer or as a preferential
transfer.

     

    (x)           Organizational
Documents.  Seller has delivered to Buyer true and correct
certified copies of its organizational documents, together with all amendments
thereto.

     

    (xi)           No
Encumbrances.  There are (i) no outstanding rights,
options, warrants or agreements on the part of Seller for a purchase, sale or
issuance, in connection with the Purchased Loans and (ii) no agreements on
the part of Seller to issue, sell or distribute the Purchased
Loans.

     

    (xii)           Federal
Regulations.  Seller is not required to register as an
“investment company” and is not a company “controlled by an investment company,”
in each case within the meaning of the Investment Company Act of 1940, as
amended.

     

    (xiii)           Taxes.  Seller
has filed or caused to be filed all tax returns which would be delinquent if
they had not been filed on or before the date hereof and has paid all taxes due
and payable on or before the date hereof and all other taxes, fees or other
charges imposed on it and any of its assets by any Governmental Authority; no
tax liens have been filed against any of Seller’s assets; and, to Seller’s
knowledge, no claims are being asserted with respect to any such taxes, fees or
other charges.

     

    (xiv)           ERISA.  Neither
Seller nor any ERISA Affiliate (a) sponsors or maintains any Plans or
(b) makes any contributions to or has any liabilities or obligations
(direct or contingent) with respect to any Plans. Seller does not, and would not
be deemed to, hold Plan Assets, and the consummation of the transactions
contemplated by the Agreement will not constitute or result in any non-exempt
prohibited transaction under Section 406 of ERISA, Section 4975 of the
Code or substantially similar provisions under any other federal, state or local
laws, rules or regulations.

     

    (xv)           Judgments/Bankruptcy.  Except
as disclosed in writing to Buyer, there are no judgments against Seller that are
unsatisfied of record or docketed in any court located in the United States of
America and no Act of Insolvency has ever occurred with respect to
Seller.

     

    (xvi)           Full and Accurate
Disclosure.  No information contained in the Transaction
Documents, or any written statement furnished by or on behalf of Seller pursuant
to the terms of the Transaction Documents, contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
contained herein or therein not misleading in light of the circumstances under
which they were made when such statements and omissions are considered in the
totality of the circumstances in question.

     

    (xvii)          Financial
Information.  All financial data concerning Seller and to
Seller’s knowledge after due inquiry, the Purchased Loans that has been
delivered by or on behalf of Seller to Buyer is true, complete and correct in
all material respects and has been prepared in accordance with GAAP (to the
extent applicable).  Since the delivery of such data, except as
otherwise disclosed in writing to Buyer, there has been no change in the
financial position of Seller or the Purchased Loans, or in the results of
operations of Seller, which change is reasonably likely to have in a Material
Adverse Effect on Seller.

     

    
      
        
        

      

      
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    (xviii)         Jurisdiction of
Organization.  Seller’s jurisdiction of organization is the
State of Maryland.

     

    (xix)           Regulation T, U and
X.  Neither the entering into nor consummation of any
Transaction hereunder, nor the use of the proceeds thereof, will violate any
provisions of Regulation T, U or X. If requested by Buyer, Seller, any
applicable Affiliate of Seller and the recipient of any portion of the proceeds
of, or any portion of, any Transaction shall furnish to Buyer a statement on
Federal Reserve Form G-3 referred to in Regulation U.

     

    (xx)           CDO Indenture and CDO II
Indenture.  Seller has delivered to Buyer a true, complete and
correct copy of the CDO Indenture and the CDO II Indenture.

     

    (xxi)           Location of Books and
Records.  The location where Seller keeps its books and records
at its chief executive office at 410 Park Avenue, 14th Floor,
New York, New York  10022.

     

    (b)           On
the Purchase Date for any Transaction, Seller shall be deemed to have made all
of the representations set forth in Paragraph 10 of the Master Repurchase
Agreement and Section 10(a) of this Annex I as of such Purchase
Date.

     

    11.           NEGATIVE
COVENANTS OF SELLER

     

    On and as
of the date hereof and each Purchase Date and until the Agreement is no longer
in force with respect to any Transaction, Seller shall not without the prior
written consent of Buyer:

     

    (a)           subject
to Seller’s right to repurchase, take any action which would directly or
indirectly impair or adversely affect Buyer’s title to the Purchased
Loans;

     

    (b)           transfer,
assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of,
or pledge or hypothecate, directly or indirectly, any interest in the Purchased
Loans (or any of them) to any Person other than Buyer, or engage in repurchase
transactions or similar transactions with respect to the Purchased Loans (or any
of them) with any Person other than Buyer, except where the Purchased Loans in
question are simultaneously repurchased from Buyer;

     

    (c)           create,
incur or permit to exist any lien, encumbrance or security interest in or on the
Purchased Loans, except as described in Section 6 of this
Annex I;

     

    (d)           create,
incur or permit to exist any lien, encumbrance or security interest in or on any
of the Repurchase Assets or the other collateral subject to the security
interest granted by Seller pursuant to Section 6 of this
Annex I;

     

    (e)           create,
incur or permit any lien, security interest, charges, or encumbrances with
respect to any Hedging Transaction for the benefit of any Person other than
Buyer;

     

    (f)           terminate
any of the organizational documents of Seller;

     

    (g)           consent
or assent to a Significant Modification or any extension or termination of any
note, loan agreement, mortgage, pledge agreement or guaranty relating to the
Purchased Loans or other material agreement or instrument relating to the
Purchased Loans without the prior written consent of Buyer;

     

    
      
        
        

      

      
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    (h)           take
any action or permit such action to be taken which would result in a Change of
Control;

     

    (i)           after
the occurrence and during the continuation of any Seller Event of Default or
monetary Default, make any distribution, 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 ownership interest
of Seller, whether now or hereafter outstanding, or make any other distribution
in respect thereof, either directly or indirectly, whether in cash or property
or in obligations of Seller; or

     

    (j)           sponsor
or maintain any Plans or make any contributions to, or have any liability or
obligation (direct or contingent) with respect to, any Plan or permit any ERISA
Affiliate to sponsor or maintain any Plans or make any contributions to, or have
any liability or obligation (direct or contingent) with respect to, any
Plan;

     

    (k)           engage
in any transaction that would cause any obligation or action taken or to be
taken hereunder (or the exercise by Buyer of any of its rights under the
Agreement, the Purchased Loans or any Transaction Document) to be a non-exempt
prohibited transaction under Section 406 of ERISA, Section 4975 of the Code or
substantially similar provisions under any other federal, state or local laws,
rules or regulations;

     

    (l)           make
any future advances under any Purchased Loan to any underlying obligor which are
not permitted by the related Purchased Loan Documents; or

     

    (m)           seek
its dissolution, liquidation or winding up, in whole or in part.

     

    12.           AFFIRMATIVE
COVENANTS OF SELLER  

     

    (a)           Seller
shall promptly notify Buyer of any event and/or condition that is likely to have
a Material Adverse Effect.

     

    (b)           Seller
shall give notice to Buyer of the following (accompanied by an Officer’s
Certificate setting forth details of the occurrence referred to therein and
stating what actions Seller has taken or proposes to take with respect
thereto):

     

    (i)           promptly
upon receipt of notice or knowledge of the occurrence of any Default or Event of
Default;

     

    (ii)           with
respect to any Purchased Loan sold to Buyer hereunder, immediately upon receipt
of any Principal Payment (in full or in part);

     

    (iii)           with
respect to any Purchased Loan sold to Buyer hereunder, immediately upon receipt
of notice or knowledge that the related Mortgaged Property has been damaged by
waste, fire, earthquake or earth movement, windstorm, flood, tornado or other
casualty, or otherwise damaged so as to affect adversely the value of such
Mortgaged Property;

     

    (iv)           promptly
upon receipt of notice or knowledge of (i) any Purchased Loan which becomes
a Defaulted Loan, (ii) any lien or security interest (other than security
interests created hereby) on, or claim asserted against, any Purchased Loan or,
to Seller’s knowledge, the underlying collateral therefor or (iii) any
event or change in circumstances that has or could reasonably be expected to
have a material adverse affect on the Market Value of a Purchased Loan;
and

     

    
      
        
        

      

      
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    (v)           promptly,
and in any event within ten (10) days after service of process on any of the
following, give to Buyer notice of all litigation, actions, suits, arbitrations,
investigations (including, without limitation, any of the foregoing which are
pending or threatened) or other legal or arbitrable proceedings affecting Seller
or affecting any of the assets of Seller before any Governmental Authority that
(i) questions or challenges the validity or enforceability of any of the
Transaction Documents or any action to be taken in connection with the
transactions contemplated hereby, (ii) makes a claim or claims in an
aggregate amount greater than $5,000,000, or (iii) which, individually or
in the aggregate, if adversely determined could reasonably be likely to have a
Material Adverse Effect.

     

    (c)           Seller
shall provide Buyer with copies of such documents as Buyer may reasonably
request evidencing the truthfulness of the representations set forth in
Section 10.

     

    (d)           Seller
shall defend the right, title and interest of Buyer in and to the Purchased
Loans against, and take such other action as is necessary to remove, the liens,
security interests, claims, encumbrances, charges and demands of all Persons
(other than security interests granted to Buyer hereunder).

     

    (e)           Seller
will permit Buyer or its designated representative to inspect any of Seller’s
records with respect to all or any portion of the Purchased Loans and the
conduct and operation of its business related thereto, at such reasonable times
and with reasonable frequency requested by Buyer or its designated
representative, and to make copies of extracts of any and all
thereof.

     

    (f)           If
any amount payable under or in connection with any of the Purchased Loans shall
be or become evidenced by any promissory note, other instrument or chattel paper
(as each of the foregoing is defined under the UCC), such note, instrument or
chattel paper shall be immediately delivered to Buyer or its designee, duly
endorsed in a manner satisfactory to Buyer or if any collateral or other
security shall subsequently be delivered to Seller in connection with any
Purchased Loan, Seller shall immediately deliver or forward such item of
collateral or other security to Buyer or its designee, together with such
instruments of assignment as Buyer may request.

     

    (g)           Seller
shall provide (or cause to be provided) to Buyer the following financial and
reporting information:

     

    (i)           the
Monthly Statement;

     

    (ii)           the
Quarterly Report, together with all operating statements and occupancy
information that Seller or Servicer has received relating to the Purchased Loans
for the related fiscal quarter;

     

    (iii)           the
Financial Covenant Compliance Certificate;

     

    (iv)           as
soon as available and in any event within forty-five (45) days after the end of
each of the first three quarterly fiscal periods of each fiscal year of Seller,
the unaudited, consolidated balance sheets of Seller, which shall incorporate
its consolidated subsidiaries, as at the end of such period and the related
unaudited, consolidated statements of income and retained earnings and of cash
flows for Seller, which shall incorporate its consolidated Subsidiaries, for
such period and the portion of the fiscal year through the end of such period,
accompanied by an Officer’s Certificate of Seller, which certificate shall state
that said consolidated financial statements fairly present the consolidated
financial condition and results of operations of Seller and its consolidated
Subsidiaries in accordance with GAAP, consistently applied, as at the end of,
and for, such period (subject to normal year-end audit
adjustments);

     

    
      
        
        

      

      
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    (v)           as
soon as available and in any event within ninety (90) days after the end of each
fiscal year of Seller, the consolidated balance sheets of Seller, which shall
incorporate its consolidated Subsidiaries, as at the end of such fiscal year and
the related consolidated statements of income and retained earnings and of cash
flows for Seller, which shall incorporate its consolidated Subsidiaries, for
such year, accompanied by an opinion thereon of independent certified public
accountants of recognized national standing, which opinion shall not be
qualified as to scope of audit or going concern and shall state that said
consolidated financial statements fairly present the consolidated financial
condition and results of operations of Seller and its consolidated Subsidiaries
as at the end of, and for, such fiscal year in accordance with
GAAP;

     

    (vi)           within
forty-five (45) days following the end of each quarter, or within ninety (90)
days following the end of each fiscal year, as the case may be, an Officer’s
Certificate of Seller in form and substance reasonably satisfactory to Buyer
that Seller during such fiscal quarter or year has observed or performed all of
its covenants and other agreements, and satisfied every condition, contained in
the Agreement and the other Transaction Documents to be observed, performed or
satisfied by it, and that there has been no Seller Event of Default and no event
or circumstance has occurred that is reasonably likely to result in a Material
Adverse Effect;

     

    (vii)           within
fifteen (15) Business Days after Buyer’s request, such further information with
respect to the operation of any Mortgaged Property, Purchased Loan, the
financial affairs of Seller and any Plan and Multiemployer Plan as may be
requested by Buyer, including all business plans prepared by or for Seller;
provided, however, that with respect to information not previously known to, or
in the possession of, Seller relating to any Multiemployer Plan, Seller shall be
required to provide only such information as may be obtained through its good
faith efforts;

     

    (viii)           within
sixty (60) Business Days after the end of each calendar year, such information
as may be requested by Buyer, its successors and assigns, and transferees, in
connection with the Purchased Loans, and that is necessary for the party
requesting such information in preparing its tax return and paying taxes in any
country or jurisdiction where such tax return or taxes are due; and

     

    (ix)           such
other reports as Buyer shall reasonably request.

     

    (h)           Seller
shall at all times comply in all material respects with all laws, ordinances,
rules and regulations of any federal, state, municipal or other public authority
having jurisdiction over Seller or any of its assets and Seller shall do or
cause to be done all things reasonably necessary to preserve and maintain in
full force and effect its legal existence, and all licenses material to its
business.

     

    (i)           Seller
shall at all times keep proper books of records and accounts in which full, true
and correct entries shall be made of its transactions in accordance with GAAP
and set aside on its books from its earnings for each fiscal year all such
proper reserves in accordance with GAAP.

     

    
      
        
        

      

      
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    (j)           Seller
shall advise Buyer in writing of the opening of any new chief executive office
of Seller or the closing of any such office and of any change in Seller’s name
or the places where the books and records pertaining to the Purchased Loans are
held not less than the later of fifteen (15) Business Days prior to taking any
such action or ninety (90) days before any financing statement filing will
lapse, lose perfection or become materially misleading.

     

    (k)           Seller
shall observe, perform and satisfy all the terms, provisions, covenants and
conditions required to be observed, performed or satisfied by it, and shall pay
when due all costs, fees and expenses required to be paid by it, under the
Transaction Documents.  Seller shall pay and discharge all taxes,
levies, liens and other charges, if any, on its assets and on the Purchased
Loans that, in each case, in any manner would create any lien or charge upon the
Purchased Loans, except for any such taxes as are being appropriately contested
in good faith by appropriate proceedings diligently conducted and with respect
to which adequate reserves have been provided in accordance with
GAAP.

     

    (l)           Seller
shall maintain its existence as corporation, organized solely and in good
standing under the law of the State of Maryland and shall not dissolve,
liquidate, merge with or into any other Person or otherwise change its
organizational structure or identity or incorporate in any other jurisdiction
unless Seller shall have notified Buyer in writing at least thirty (30) days
prior to any intent not to so maintain its existence and, in connection with a
merger, (i) the surviving or resulting entity shall be a corporation or
partnership organized under the laws of the United States or any state thereof,
(ii) such entity shall expressly assume by written agreement, in form and
substance satisfactory to Buyer in Buyer’s sole discretion, the performance of
all of Seller’s duties and obligations hereunder and the Transaction Documents,
and (iii) such entity shall be at least as creditworthy as Seller, as
determined by Buyer in Buyer’s sole and absolute discretion; and provided,
further, that after giving effect thereto, no Default or Event of Default would
exist hereunder.

     

    (m)           Seller
shall maintain all records with respect to the Purchased Loans and the conduct
and operation of its business with no less a degree of prudence than if the
Purchased Loans were held by Seller for its own account and will furnish Buyer,
upon request by Buyer or its designated representative, with information
reasonably obtainable by Seller with respect to the Purchased Loans and the
conduct and operation of its business.

     

    (n)           Seller
shall provide Buyer with notice of each modification of any Purchased Loan
Documents consented to by Seller (including such modifications which do not
constitute a Significant Modification).

     

    (o)           Seller
shall provide Buyer with notice of the occurrence of any “appraisal reduction
event”, “control appraisal period” or similar event under any participation
agreement related to any Purchased Loan.

     

    (p)           Seller
shall provide Buyer with reasonable access to operating statements, the
occupancy status and other property level information, with respect to the
Mortgaged Properties, plus any such additional reports as Buyer may reasonably
request.

     

    (q)           Seller
may propose, and Buyer will consider but shall be under no obligation to
approve, strategies for the foreclosure or other realization upon the security
for any Purchased Loan that has become a Defaulted Loan.

     

    
      
        
        

      

      
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    (r)           In
the event that Seller has entered into or shall enter into or amend a repurchase
agreement, warehouse facility, credit facility or other similar arrangement
involving assets substantially similar to the Eligible Loans with any Person
which by its terms provides more favorable terms with respect to any financial
covenants, including, without limitation, covenants covering the same or similar
subject matter set forth in the Financial Covenant Compliance Certificates
required to be delivered hereunder, the applicable terms of this Agreement shall
be deemed automatically to include such more favorable terms so long as no
Seller Event of Default has occurred and is continuing.

     

    (s)           Seller
shall promptly deliver to Buyer true, correct and complete copies of any
material amendment, waiver or other modification to the CDO Indenture or the CDO
II Indenture.

     

    13.           INTENTIONALLY
OMITTED

     

    14.           EVENTS
OF DEFAULT; REMEDIES

     

    Paragraph 11
(“Events of Default”) of the Master Repurchase Agreement is hereby amended by
the deletion of clauses (i), (ii), (iii), (iv) and (vi) in the first
paragraph thereof, by the deletion in their entirety of Paragraphs 11(a)
through (g) thereof and by the addition of the provisions (a) through (c)
of this Section 14 set forth below:

     

    (a)           Together
with clause (v) and clause (vii) of the first paragraph of Paragraph 11 of
the Master Repurchase Agreement (such clauses to be read with the phrase “or
Buyer” deleted from each of them), the following shall constitute an event of
default by Seller hereunder (each, a “Seller Event of
Default”):

     

    (i)           failure
of Seller to repurchase or the failure of Buyer to transfer the Purchased Loan
on the applicable Repurchase Date (except when such failure to transfer is a
result of Buyer’s inability to obtain necessary consents to, or fulfill
restrictions on, such transfer);

     

    (ii)           failure
of Seller to apply any Income received by Seller in accordance with the
provisions hereof;

     

    (iii)           (A)
the Transaction Documents shall for any reason not cause, or shall cease to
cause, Buyer to be the owner or, if recharacterized as a secured financing, a
secured party with respect to any of the Purchased Loans or the collateral
specified in Section 6 free of any adverse claim, liens and other rights of
others (other than as granted herein) or (B) if a Transaction is
recharacterized as a secured financing, the Transaction Documents with respect
to any Transaction shall for any reason cease to create a valid first priority
security interest in favor of Buyer in any of the Purchased Loans or the
collateral specified in Section 6 or (C) if the Transaction Documents
shall cease to be in full force and effect or if their enforceability is
challenged by Seller;

     

    (iv)           failure
of Seller to make the payments required under Section 4(a) or Section 5(b)
on any Remittance Date which failure is not remedied within one (1) Business
Day;

     

    (v)           failure
of Seller to make any other payment owing to Buyer which has become due, whether
by acceleration or otherwise, under the terms of the Agreement which failure is
not remedied within the applicable period (in the case of a failure pursuant to
Section 4) or, if no period is specified, five (5) Business Days after
notice thereof to Seller from Buyer; provided, however, that Buyer
shall not be required to provide notice in the event of a failure by Seller to
repurchase on the Repurchase Date;

     

    (vi)           failure
by Seller in the due performance or observance of any term, covenant or
agreement contained in Section 11(j) or Section 12(p) of this
Annex I;

     

    
      
        
        

      

      
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    (vii)           a
Change of Control shall have occurred with respect to Seller;

     

    (viii)           any
representation made by Seller or Buyer (other than the representations and
warranties set forth in Exhibit V
hereto, which shall be considered, except as set forth below, solely for the
purpose of determining the Market Value of the Purchased Loans) shall have been
incorrect or untrue in any material respect when made or repeated or deemed to
have been made or repeated (and, if susceptible to cure, the breach of such
representation shall not have been cured within ten (10) Business Days of
written notice of breach thereof); provided that the
representations and warranties set forth in Section 10(a) (vi) or (viii)
(in the case of (vi), with respect to the affected or Purchased Loans only) made
by Seller shall not be considered a Seller Event of Default if incorrect or
untrue in any material respect, if Buyer terminates the related Transaction and
Seller repurchases the related Purchased Loans on an Early Repurchase Date no
later than ten (10) Business Days after receiving written notice of such
incorrect or untrue representation (or if the breach of such representations and
warranties is susceptible to cure, Seller effects a cure within such 10-Business
Day period);  provided, however, that if
Seller shall have made any such representation (including the representations
set forth in Exhibit V) with
knowledge that it was materially incorrect or untrue at the time made, such
misrepresentation shall constitute a Seller Event of Default;

     

    (ix)           a
final judgment by any competent court in the United States of America for the
payment of money in an amount greater than $5,000,000 shall have been rendered
against Seller, and remain undischarged or unpaid for a period of thirty (30)
days, during which period execution of such judgment is not effectively
stayed;

     

    (x)           Seller
shall have defaulted or failed to perform under any note, indenture, loan
agreement, guaranty, swap agreement or any other contract, agreement or
transaction to which it is a party, which default (A) involves the failure
to pay a matured obligation in excess of $10,000,000, or (B) involves an
obligation of at least $10,000,000 is a monetary default or a material
non-monetary default and results in acceleration, or permits the acceleration
of, the obligation by any other party to or beneficiary of such note, indenture,
loan agreement, guaranty, swap agreement or other contract agreement or
transaction; provided, however, that any
such default, failure to perform or breach shall not constitute a Seller Event
of Default if Seller cures such default, failure to perform or breach, as the
case may be, within the grace period, if any, provided under the applicable
agreement;

     

    (xi)           Seller
fails to maintain a Fixed Charge Ratio of at least 1.2:1, a Debt to Equity Ratio
of less than 5:1 and a Modified Debt to Equity Ratio of less than 10:1 as of the
end of any fiscal quarter;

     

    (xii)           if
Seller or Buyer shall breach or fail to perform any of the terms, covenants,
obligations or conditions of the Agreement, other than as specifically otherwise
referred to in this definition of “Seller Event of Default”, and such breach or
failure to perform is not remedied within ten (10) Business Days, or if such
breach is not curable by the payment of a sum of money, thirty (30) days after
notice thereof to Seller or Buyer from the applicable party or its successors or
assigns; or

     

    (xiii)           an
“event of default” by Seller (as defined in the agreements relating to a
facility described in clause (A) or (B) of this clause (xiii)) beyond any
applicable notice and cure period shall have occurred under (A) any repurchase
facility or loan facility entered into by Seller and Buyer or any Affiliate of
Buyer or (B) any facility with Buyer or any Affiliate of Buyer in which Seller
is a guarantor.

     

    
      
        
        

      

      
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    (b)           If
a Seller Event of Default shall occur and be continuing, the following rights
and remedies shall be available to Buyer:

     

    (i)           At
the option of Buyer, exercised by written notice to Seller (which option shall
be deemed to have been exercised, even if no notice is given, immediately upon
the occurrence of an Act of Insolvency with respect to Seller), the Repurchase
Date for each Transaction hereunder shall, if it has not already occurred, be
deemed immediately to occur (the date on which such option is exercised or
deemed to have been exercised being referred to hereinafter as the “Accelerated Repurchase
Date”) (and any Transaction for which the related Purchase Date has not
yet occurred shall be canceled).

     

    (ii)           If
Buyer exercises or is deemed to have exercised the option referred to in
Section 14(b)(i):

     

    
      	
               
      

            	
              (A)

            	
              Seller’s
      obligations hereunder to repurchase all Purchased Loans shall become
      immediately due and payable on and as of the Accelerated Repurchase Date
      and all Income deposited in the Blocked Account shall be retained by Buyer
      and applied to the aggregate unpaid Repurchase Price and any other amounts
      owing by Seller hereunder; and

            


    

     

    
      	
               
      

            	
              (B)

            	
              to
      the extent permitted by applicable law, the Repurchase Price with respect
      to each Transaction (determined as of the Accelerated Repurchase Date)
      shall be increased by the aggregate amount obtained by daily application
      of, on a 360 day per year basis for the actual number of days during the
      period from and including the Accelerated Repurchase Date to but excluding
      the date of payment of the Repurchase Price (as so increased),
      (x) the Pricing Rate applicable upon a Seller Event of Default for
      such Transaction multiplied by (y) the Repurchase Price for such
      Transaction (decreased by (I) any amounts actually remitted to Buyer
      by Seller from time to time pursuant to Section 5 and applied to such
      Repurchase Price to the extent such amounts are not already included in
      the computation of the Repurchase Price and (II) any amounts applied
      to the Repurchase Price pursuant to Section 14(b)(iii) of this
      Annex I); and

            


    

     

    
      	
               
      

            	
              (C)

            	
              the
      Custodian shall, upon the request of Buyer (with simultaneous copy of such
      request to Seller), deliver to Buyer all instruments, certificates and
      other documents then held by the Custodian relating to the Purchased
      Loans.

            


    

     

    (iii)           Buyer
may, after ten (10) days notice to Seller of Buyer’s intent to take such action
(provided no such notice shall be required in the circumstances set forth in
Section 9-611(d) of the UCC), (A) immediately sell, at a public or private
sale in a commercially reasonable manner and at such price or prices as Buyer
may reasonably deem to be satisfactory any or all of the Purchased Loans or
(B) in its sole discretion elect, in lieu of selling all or a portion of
such Purchased Loans, to give Seller credit for such Purchased Loans in an
amount equal to the Market Value of such Purchased Loans against the aggregate
unpaid Repurchase Price for such Purchased Loans and any other amounts owing by
Seller under the Transaction Documents.  The proceeds of any
disposition of Purchased Loans effected pursuant to this Section 14(b)(iii)
shall be applied (v) first, to the costs and expenses incurred by Buyer in
connection with Seller’s default, (w) second, to the costs of cover and/or
Hedging Transactions, if any, (x) third, to the Repurchase Price,
(y) fourth, to any other outstanding obligation of Seller to Buyer or its
Affiliates pursuant to the Transaction Documents (including interest that would
be payable as post-petition interest in connection with any bankruptcy or
similar proceeding) irrespective of whether such obligations are direct or
indirect, absolute or contingent, matured or unmatured, and (z) the
balance, if any, to Seller.

     

    
      
        
        

      

      
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    (iv)           The
parties recognize that it may not be possible to purchase or sell all of the
Purchased Loans on a particular Business Day, or in a transaction with the same
purchaser, or in the same manner because the market for such Purchased Loans may
not be liquid.  In view of the nature of the Purchased Loans, the
parties agree that, to the extent permitted by applicable law, liquidation of a
Transaction or the Purchased Loans shall not require a public purchase or sale
and that a good faith private purchase or sale shall be deemed to have been made
in a commercially reasonable manner.  Accordingly, Buyer may elect, in
its sole discretion, the time and manner of liquidating any Purchased Loans, and
nothing contained herein shall (A) obligate Buyer to liquidate any
Purchased Loans on the occurrence and during the continuance of a Seller Event
of Default or to liquidate all of the Purchased Loans in the same manner or on
the same Business Day or (B) constitute a waiver of any right or remedy of
Buyer.

     

    (v)           Seller
shall be liable to Buyer for the amount of (A) all reasonable expenses,
including reasonable legal fees and expenses, actually incurred by Buyer in
connection with or as a consequence of a Seller Event of Default, (B) all
costs incurred in connection with covering transactions or Hedging Transactions
(including short sales) or entering into replacement transactions, (C) all
damages, losses, judgment costs and expenses of any kind which may be imposed
on, incurred by or asserted against Buyer relating to or arising out of such
Hedging Transactions or covering transactions, and (D) any other loss,
damage, cost or expense directly arising or resulting from the occurrence of a
Seller Event of Default.

     

    (vi)           Buyer
may exercise any or all of the remedies available to Buyer immediately upon the
occurrence of a Seller Event of Default and at any time during the continuance
thereof.  All rights and remedies arising under the Transaction
Documents, as amended from time to time, are cumulative and not exclusive of any
other rights or remedies which Buyer may have.

     

    (vii)           Buyer
may enforce its rights and remedies hereunder without prior judicial process or
hearing, and Seller hereby expressly waives any defenses Seller might otherwise
have to require Buyer to enforce its rights by judicial
process.  Seller also waives any defense Seller might otherwise have
arising from the use of nonjudicial process, disposition of any or all of the
Purchased Loans, or from any other election of remedies.  Seller
recognizes that nonjudicial remedies are consistent with the usages of the
trade, are responsive to commercial necessity and are the result of a bargain at
arm’s length.

     

    (viii)           Without
limiting any other rights or remedies of Buyer, Buyer shall have the right to
set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held by or for account of Buyer or Buyer’s
Affiliates on behalf of Seller to any obligations of Seller hereunder to Buyer
to the credit or for the account of Seller against any and all of such
obligations, irrespective of whether Buyer shall have made any demand under the
Agreement or the other Transaction Documents.

     

    (ix)           Buyer
shall have, in addition to its rights and remedies under the Transaction
Documents, all of the rights and remedies provided by applicable federal, state,
foreign and local laws (including, without limitation, if the Transactions are
recharacterized as secured financings, the rights and remedies of a secured
party under the UCC of the State of New York, to the extent that the UCC is
applicable, and the right to offset any mutual debt and claim), in equity, and
under any other agreement between Buyer and Seller, exercisable upon ten (10)
days notice from Buyer to Seller.  Without limiting the generality of
the foregoing, Buyer shall be entitled to set off the proceeds of the
liquidation of the Purchased Loans against all of Seller’s obligations to Buyer,
whether or not such obligations are then due, without prejudice to Buyer’s right
to recover any deficiency.

     

    
      
        
        

      

      
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    (x)           Buyer
shall at any time have the right, in each case until such time as Buyer
determines otherwise, to retain, to suspect payment or performance of, or to
decline to remit, any amount or property that Buyer would otherwise be obligated
to pay, remit or deliver to Seller hereunder if a Seller Event of Default has
occurred.

     

    Notwithstanding
anything to the contrary in the Agreement, Buyer shall not be required, prior to
exercising any remedy in respect of any Seller Event of Default, to give notice
otherwise required hereunder, if Buyer reasonably believes that (A) the
Purchased Loans then held by Buyer threaten to decline speedily in value or are
of a type customarily sold in a recognized market or (B) any delay
occasioned by the giving of such notice will jeopardize Buyer’s ability to
recover, by sale or otherwise, all or part of the then-outstanding amount of the
Repurchase Price or of any other amounts owed to Buyer in connection
therewith.

     

    (c)           The
following shall constitute an event of default of Buyer hereunder (each a “Buyer Event of
Default”):

     

    (i)           Buyer
fails, after one (1) Business Day’s notice, to comply with Section 4(c) of this
Annex I;

     

    (ii)           Buyer
admits to its inability to, or its intention not to, perform any of its
obligations hereunder, other than in accordance with its rights
hereunder;

     

    (iii)           provided
that Buyer has received the applicable Repurchase Price, the failure of Buyer to
transfer a Purchased Loan or Purchased Loans on the applicable Repurchase
Date;

     

    (iv)           any
representation made by Buyer herein shall prove to have been incorrect or untrue
in any material respect when made or repeated or deemed to have been made or
repeated; or

     

    (v)           if
Buyer shall breach or fail to perform any of the terms, covenants, obligations
or conditions of the Agreement, other than as specifically otherwise referred to
in this definition of “Buyer Event of Default”, and such breach or failure to
perform is not remedied within ten (10) days or, if such breach is not curable
by the payment of a sum of money, thirty (30) days after notice thereof to Buyer
from Seller.

     

    (d)           If
a Buyer Event of Default occurs and is continuing, the following rights and
remedies shall be available to Seller:

     

    (i)           Upon
tender by Seller of payment of the aggregate Repurchase Price for all Purchased
Loans, together with all other amounts due hereunder to Buyer, Buyer’s right,
title and interest in such Purchased Loans shall be deemed transferred to
Seller, and Buyer shall simultaneously deliver such Purchased Loans to
Seller.

     

    
      
        
        

      

      
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    (ii)           Seller
shall have all the rights and remedies provided herein or provided by applicable
federal, state, foreign, local and any other applicable laws, in equity, and
under any other agreement between Buyer and Seller (including the right to
offset any debt or claim).

     

    15.           SINGLE
AGREEMENT

     

    Clause (ii)
of Paragraph 12 of the Master Repurchase Agreement (“Single Agreement”) is
hereby deleted in its entirety.

     

    16.           NOTICES
AND OTHER COMMUNICATIONS

     

    Paragraph 13
of the Master Repurchase Agreement (“Notices and Other Communications”) is
hereby deleted in its entirety and replaced by the following provisions of this
Section 16:

     

    All
notices, consents, approvals and requests required or permitted hereunder shall
be given in writing and shall be effective for all purposes if hand delivered or
sent by (a) hand delivery, with proof of attempted delivery,
(b) certified or registered United States mail, postage prepaid,
(c) expedited prepaid delivery service, either commercial or United States
Postal Service, with proof of attempted delivery, or (d) by telecopier
(with answerback acknowledged); provided that such
telecopied notice must also be delivered by one of the means set forth in (a),
(b) or (c) above, to the addresses specified in Annex II hereto or at such
other address and person as shall be designated from time to time by any party
hereto, as the case may be, in a written notice to the other parties hereto in
the manner provided for in this Section 16.  A notice shall be
deemed to have been given:  (w) in the case of hand delivery, at
the time of delivery; (x) in the case of registered or certified mail, when
delivered or the first attempted delivery on a Business Day; (y) in the
case of expedited prepaid delivery upon the first attempted delivery on a
Business Day; or (z) in the case telecopier, upon receipt of answerback
confirmation, provided that such
telecopied notice is also delivered as required in this Section 16.  A
party receiving a notice which does not comply with the technical requirements
for notice under this Section 16 may elect to waive any deficiencies and
treat such notice as having been properly given.

     

    17.           NON-ASSIGNABILITY

     

    Paragraph 15
of the Master Repurchase Agreement (“Nonassignability; Termination”) is hereby
deleted in its entirety and replaced by the following provisions of this
Section 17:

     

    (a)           The
rights and obligations of Seller under the Transaction Documents, the Hedging
Transactions and under any Transaction shall not be assigned by Seller without
the prior written consent of Buyer.  Buyer may assign or participate
(other than pursuant to a Financing Transaction) its rights and obligations
under the Transaction Documents and under any Transaction without the prior
written consent of Seller only to a Permitted Transferee, which assignment or
participation shall be at the sole cost and expense of Buyer.  Buyer
may assign its rights and interests in any Hedging Transaction without the prior
written consent of Seller.  Seller agrees to use its good faith
efforts to include in the participation agreement or intercreditor agreement, as
applicable, relating to each Purchased Loan a provision expressly recognizing
Goldman Sachs Mortgage Company, together with its successors and assigns, as a
permitted transferee of each such Purchased Loan.

     

    Notwithstanding
anything to the contrary contained herein, with respect to Seller,
(A) Buyer shall remain responsible for reviewing and determining the
eligibility of any New Loan for purposes of any Transaction and (B) Seller
shall continue to deal solely and directly with Buyer in connection with any
Transaction.

     

    
      
        
        

      

      
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    As long
as a Seller Event of Default shall have occurred and be continuing, Buyer may
assign or participate its rights and obligations under the Transaction Documents
and/or any Transaction (including in connection with any Financing Transaction)
to any Person.

     

    (b)           Buyer
shall maintain a record of ownership identifying all assignees.  If
any assignee is a non-U.S. Person, such assignee shall timely provide Seller
with such forms as may be required to establish the assignee’s status for U.S.
withholding tax purposes.

     

    (c)           With
respect to any issuance by Buyer of a participation in any Transaction,
(i) Buyer shall act as exclusive agent for all participants in any dealings
with Seller in connection with such Transactions and will maintain, on behalf of
Seller, a record of ownership that identifies all participants, and
(ii) Seller shall not be obligated to deal directly with any party other
than Buyer in connection with such Transactions, or to pay or reimburse Buyer
for any costs that would not have been incurred by Buyer had no participation
interests in such Transactions been issued.

     

    (d)           Subject
to the foregoing, the Transaction Documents and any Transactions shall be
binding upon and shall inure to the benefit of the parties and their respective
successors and permitted assigns.  Nothing in the Transaction
Documents, express or implied, shall give to any Person, other than the parties
to the Transaction Documents and their respective successors, any benefit or any
legal or equitable right, power, remedy or claim under the Transaction
Documents.

     

    18.           GOVERNING
LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

     

    The
language in Paragraph 16 of the Master Repurchase Agreement (“Governing Law”)
that reads “without giving effect to the conflict of law principles thereof” is
hereby supplemented by adding to the end thereof the words “except for
Section 5-1401 of the General Obligations Law of the State of New
York.”  Paragraph 18 of the Master Repurchase Agreement (“Use of
Employee Plan Assets”) is hereby deleted in its
entirety.  Paragraph 17 of the Master Repurchase Agreement (“No
Waivers, Etc.”) is hereby deleted in its entirety and replaced by the following
provisions of this Section 18:

     

    (a)           Each
party irrevocably and unconditionally submits to the non-exclusive jurisdiction
of any United States Federal or New York State court sitting in Manhattan, and
any appellate court from any such court, solely for the purpose of any suit,
action or proceeding brought to enforce its obligations under the Agreement or
relating in any way to the Agreement or any Transaction under the
Agreement.

     

    (b)           To
the extent that either party has or hereafter may acquire any immunity
(sovereign or otherwise) from any legal action, suit or proceeding, from
jurisdiction of any court or from set off or any legal process (whether service
or notice, attachment prior to judgment, attachment in aid of execution of
judgment, execution of judgment or otherwise) with respect to itself or any of
its property, such party hereby irrevocably waives and agrees not to plead or
claim such immunity in respect of any action brought to enforce its obligations
under the Agreement or relating in any way to the Agreement or any Transaction
under the Agreement.

     

    (c)           Each
party hereby irrevocably waives, to the fullest extent it may effectively do so,
the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court and any right of jurisdiction on account of its
place of residence or domicile and irrevocably consents to the service of any
summons and complaint and any other process by the mailing of copies of such
process to them at their respective address specified herein.  Each
party hereby agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law.  Nothing in this
Section 18 shall affect the right of Buyer to serve legal process in any
other manner permitted by law or affect the right of Buyer to bring any action
or proceeding against Seller or its property in the courts of other
jurisdictions.

     

    
      
        
        

      

      
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    (d)           EACH
PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THE AGREEMENT, ANY
OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR
THEREUNDER.

     

    19.           NO
RELIANCE; DISCLAIMERS

     

    (a)           Each
party hereby acknowledges, represents and warrants to the other that, in
connection with the negotiation of, the entering into, and the performance
under, the Transaction Documents and each Transaction thereunder:

     

    (i)           It
is not relying (for purposes of making any investment decision or otherwise)
upon any advice, counsel or representations (whether written or oral) of the
other party to the Transaction Documents, other than the representations
expressly set forth in the Transaction Documents.

     

    (ii)           It
has consulted with its own legal, regulatory, tax, business, investment,
financial and accounting advisors to the extent that it has deemed necessary,
and it has made its own investment, hedging and trading decisions (including
decisions regarding the suitability of any Transaction) based upon its own
judgment and upon any advice from such advisors as it has deemed necessary and
not upon any view expressed by the other party.

     

    (iii)           It
is a sophisticated and informed Person that has a full understanding of all the
terms, conditions and risks (economic and otherwise) of the Transaction
Documents and each Transaction thereunder and is capable of assuming and willing
to assume (financially and otherwise) those risks.

     

    (iv)           It
is entering into the Transaction Documents and each Transaction thereunder for
the purposes of managing its borrowings or investments or hedging its underlying
assets or liabilities and not for purposes of speculation.

     

    (v)           It
is not acting as a fiduciary or financial, investment or commodity trading
advisor for the other party and has not given the other party (directly or
indirectly through any other Person) any assurance, guaranty or representation
whatsoever as to the merits (either legal, regulatory, tax, business,
investment, financial accounting or otherwise) of the Transaction Documents or
any Transaction thereunder.

     

    (b)           Each
determination by Buyer of the Market Value with respect to each New Loan or
Purchased Loan or the communication to Seller of any information pertaining to
Market Value under the Agreement shall be subject to the following
disclaimers:

     

    (i)           Buyer
has assumed and relied upon, with Seller’s consent and without independent
verification, the accuracy and completeness of the information provided by
Seller and reviewed by Buyer.  Buyer has not made any independent
inquiry of any aspect of the New Loans or Purchased Loans or the underlying
collateral.  Buyer’s view is based on economic, market and other
conditions as in effect on, and the information made available to Buyer as of,
the date of any such determination or communication of information, and such
view may change at any time without prior notice to Seller.

     

    
      
        
        

      

      
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    (ii)           Market
Value determinations and other information provided to Seller constitute a
statement of Buyer’s view of the value of one or more loans or other assets at a
particular point in time and neither (x) constitute a bid for a particular
trade, (y) indicate a willingness on the part of Buyer or any Affiliate
thereof to make such a bid, nor (z) reflect a valuation for substantially
similar assets at the same or another point in time, or for the same assets at
another point in time.

     

    (iii)           Market
Value determinations and other information provided to Seller may vary
significantly from valuation determinations and other information which may be
obtained from other sources.

     

    (iv)           Market
Value determinations and other information provided to Seller are communicated
to Seller solely for its use and may not be relied upon by any other person and
may not be disclosed or referred to publicly or to any third party without the
prior written consent of Buyer, which consent Buyer may withhold or delay in its
sole and absolute discretion.

     

    (v)           Buyer
makes no representations or warranties with respect to any Market Value
determinations or other information provided to Seller. Buyer shall not be
liable for any incidental or consequential damages arising out of any inaccuracy
in such valuation determinations and other information provided to Seller,
including as a result of any act of gross negligence or breach of any
warranty.

     

    (vi)           Market
Value determinations and other information provided to Seller in connection with
Section 3(b) are only indicative of the initial Market Value of the New
Loan submitted to Buyer for consideration thereunder, and may change without
notice to Seller prior to, or subsequent to, the transfer by Seller of the New
Loan pursuant to Section 3(e).  No indication is provided as to
Buyer’s expectation of the future value of such Purchased Loan or the underlying
collateral.

     

    (vii)           Initial
Market Value determinations and other information provided to Seller in
connection with Section 3(b) are to be used by Seller for the sole purpose
of determining whether to proceed in accordance with Section 3 and for no
other purpose.

     

    20.           INDEMNITY
AND EXPENSES

     

    (a)           Seller
hereby agrees to hold Buyer and its Affiliates and each of their respective
officers, directors, employees and agents (“Indemnified Parties”)
harmless from and indemnify the Indemnified Parties against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
taxes (including stamp, excise, sales or other taxes which may be payable or
determined to be payable with respect to any of the Purchased Loans or in
connection with any of the transactions contemplated by the Agreement (or the
recharacterization of any Transaction) and the documents delivered in connection
herewith and therewith, other than net income taxes of Buyer), fees, costs,
expenses (including reasonable attorneys’ fees and disbursements and any and all
servicing and enforcement costs with respect to the Purchased Loans) or
disbursements (all of the foregoing, collectively “Indemnified Amounts”)
which may at any time (including, without limitation, such time as the Agreement
shall no longer be in effect and the Transactions shall have been repaid in
full) be imposed on or asserted against any Indemnified Party in any way
whatsoever arising out of or in connection with, or relating to, the Agreement
or any Transactions thereunder or any action taken or omitted to be taken by any
Indemnified Party under or in connection with any of the foregoing; provided, that Seller
shall not be liable for Indemnified Amounts resulting from the gross negligence
or willful misconduct of any Indemnified Party.  Without limiting the
generality of the foregoing, Seller agrees to hold Buyer harmless from and
indemnify Buyer against all Indemnified Amounts with respect to all Purchased
Loans relating to or arising out of any violation or alleged violation of any
environmental law, rule or regulation or any consumer credit laws, including
without limitation ERISA, that, in each case, results from anything other than
Buyer’s gross negligence or willful misconduct.  In any suit,
proceeding or action brought by Buyer in connection with any Purchased Loan for
any sum owing thereunder, or to enforce any provisions of any Purchased Loan
Documents, Seller will save, indemnify and hold Buyer harmless from and against
all expense, loss or damage suffered by reason of any defense, set-off,
counterclaim, recoupment or reduction or liability whatsoever of the account
debtor or obligor thereunder, arising out of a breach by Seller of any
obligation thereunder or arising out of any other agreement, indebtedness or
liability at any time owing to or in favor of such account debtor or obligor or
its successors from Seller.  Seller also agrees to reimburse an
Indemnified Party as and when billed by such Indemnified Party for all such
Indemnified Party’s costs and expenses incurred in connection with the
enforcement or the preservation of such Indemnified Party’s rights under the
Agreement and any other Transaction Document or any transaction contemplated
hereby or thereby, including without limitation the reasonable fees and
disbursements of its counsel.  Seller hereby acknowledges that its
obligations hereunder are recourse obligations of Seller.

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    (b)           Other
than as provided in Section 17(a) hereof, Seller agrees to pay as and when
billed by Buyer all of the out-of-pocket costs and expenses incurred by Buyer in
connection with the development, preparation and execution of, and any
amendment, supplement or modification to, the Agreement and the other
Transaction Documents or any other documents prepared in connection herewith or
therewith.  Seller agrees to pay as and when billed by Buyer all of
the out-of-pocket costs and expenses incurred in connection with the
consummation and administration of the transactions contemplated hereby and
thereby including without limitation (i) all the reasonable fees,
disbursements and expenses of counsel to Buyer and (ii) all the Due
Diligence Fees, testing and review costs and expenses incurred by Buyer in
connection with the evaluation of any New Loan and with respect to any
Transaction.

     

    21.           DUE
DILIGENCE

     

    Seller
acknowledges that Buyer has the right to perform continuing due diligence
reviews with respect to the Purchased Loans, for purposes of verifying
compliance with the representations, warranties and specifications made
hereunder, or determining or re-determining the Asset Base for purposes of
Section 4(a) of this Annex I, or otherwise, and Seller agrees that
Buyer, at its option, has the right at any time to conduct a partial or complete
due diligence review on any or all of the Purchased Loans, including, without
limitation, ordering new credit reports and Appraisals on the applicable
collateral and otherwise regenerating the information used to originate such
Purchased Loans.  Upon reasonable (but no less than one (1) Business
Day) prior notice to Seller, Buyer or its authorized representatives will be
permitted during normal business hours to examine, inspect, and make copies and
extracts of, the Purchased Loan Files and any and all documents, records,
agreements, instruments or information relating to any Purchased Loan in the
possession or under the control of Seller, any servicer or sub-servicer and/or
Custodian.  Seller also shall make available to Buyer a knowledgeable
financial or accounting officer for the purpose of answering questions
respecting the Purchased Loan Files and the Purchased Loans. Seller agrees to
cooperate with Buyer and any third party underwriter designated by Buyer in
connection with such underwriting, including, but not limited to, providing
Buyer and any third party underwriter with access to any and all documents,
records, agreements, instruments or information relating to such Purchased Loans
in the possession, or under the control, of such Seller.

     

    22.           SERVICING

     

    (a)           Notwithstanding
the purchase and sale of the Purchased Loans by Seller to Buyer hereunder,
Midland Loan Services, Inc. or, with the consent of Buyer (which consent shall
not unreasonably be withheld), an Affiliate of Seller (“Servicer”) shall
continue to service the Purchased Loans at Seller’s sole cost and for the
benefit of Buyer and, if Buyer shall exercise its rights to pledge or
hypothecate the Purchased Loans prior to the Repurchase Date pursuant to
Section 8 or 17 of this Annex I, Buyer’s assigns; provided, however, that the
obligations of Seller to service any of the Purchased Loans shall cease
automatically upon the earliest of (i) a Seller Event of Default,
(ii) the date on which the aggregate Repurchase Price for the Purchased
Loans together, without duplication,  with all accrued and unpaid
Price Differential, unpaid Costs and other amounts payable by Seller to Buyer
hereunder have been paid in full or (iii) the transfer of servicing
approved by Seller and Buyer, which Buyer’s consent shall not be unreasonably
withheld.  Seller shall service and shall cause the Servicer to
service the Purchased Loans in accordance with Accepted Servicing
Practices.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    (b)           Seller
agrees that Buyer is the owner of all servicing records, including but not
limited to any and all servicing agreements (the “Servicing
Agreements”), files, documents, records, data bases, computer tapes,
copies of computer tapes, proof of insurance coverage, insurance policies,
appraisals, other closing documentation, payment history records, and any other
records relating to or evidencing the servicing of Purchased Loans (the “Servicing Records”)
so long as the Purchased Loans are subject to the Agreement.  Seller
covenants to safeguard such Servicing Records and to deliver them promptly to
Buyer or its designee (including the Custodian) at Buyer’s request.

     

    (c)           Upon
the occurrence and continuance of a Seller Event of Default, Buyer may, in its
sole discretion, (i) sell its right to the Purchased Loans on a servicing
released basis or (ii) terminate Servicer or any sub-servicer of the
Purchased Loans with or without cause, in each case without payment of any
termination fee or such other costs or expenses to Buyer, it being agreed that
Seller will pay any and all fees, costs and expenses required to terminate the
Servicing Agreement and to effectuate a transfer of servicing to a designee of
Buyer; provided, however, that Buyer
shall cause any successor servicer to deliver to Seller reports generated for
Buyer relating to the Purchased Loans.

     

    (d)           Seller
shall not, and shall not permit Servicer to, employ sub-servicers to service the
Purchased Loans without the prior written approval of Buyer, which approval
shall not be unreasonably withheld.  If the Purchased Loans are
serviced by a sub-servicer, Seller shall irrevocably assign all rights, title
and interest in the Servicing Agreements with such sub-servicer to
Buyer.

     

    (e)           Seller
shall cause Servicer and any sub-servicers engaged by Seller to execute a letter
agreement with Buyer acknowledging Buyer’s security interest in the Purchased
Loans and the Servicing Agreements and agreeing that each such sub-servicer
shall deposit all Income with respect to the Purchased Loans in the Blocked
Account, all in such manner as shall be reasonably acceptable to
Buyer.

     

    (f)           In
the event Seller or its Affiliate is servicing any Purchased Loan, Seller shall
permit Buyer to inspect Seller’s or its Affiliate’s servicing facilities, as the
case may be, for the purpose of satisfying Buyer that Seller or its Affiliate,
as the case may be, has the ability to service such Purchased Loan as provided
in the Agreement.

     

    (g)           Seller
shall cause the Servicer to provide a copy of each report and notice sent to
Seller to be sent to Buyer concurrently therewith.

     

    23.           TREATMENT
FOR TAX PURPOSES

     

    It is the
intention of the parties that, for U.S. Federal, state and local income and
franchise tax purposes, the Transactions constitute a financing, and that Seller
is, and, so long as no Seller Event of Default shall have occurred and be
continuing, will continue to be, treated as the owner of the Purchased Loans for
such purposes.  Unless prohibited by applicable law, Seller and Buyer
agree to treat the Transactions as described in the preceding sentence on any
and all filings with any U.S. Federal, state or local taxing
authority.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    24.           INTENT


     

    Paragraph 19
of the Master Repurchase Agreement (“Intent”) is hereby deleted in its entirety
and replaced by the following provisions of this Section 24:

     

    The
parties recognize that each Transaction is a “repurchase agreement” as that term
is defined in Section 101 of Title 11 of the United States Code, as amended
(except in so far as the type of asset subject to the Transaction or the term of
that Transaction would render such definition inapplicable).  The
parties recognize that each Transaction is a “securities contract” as that term
is defined in Section 741 of Title 11 of the United States Code, as amended
(except in so far as the type of asset subject to the Transaction would render
such definition inapplicable).

     

    25.           INTENTIONALLY
OMITTED 

     

    26.           MISCELLANEOUS

     

    Paragraph 20
of the Master Repurchase Agreement (“Disclosure Relating to Certain Federal
Protections”) is hereby deleted in its entirety and replaced by the following
provisions of this Section 26:

     

    (a)           Time
is of the essence under the Transaction Documents and all Transactions
thereunder and all references to a time shall mean New York time in effect on
the date of the action unless otherwise expressly stated in the Transaction
Documents.

     

    (b)           All
rights, remedies and powers of Buyer hereunder and in connection herewith are
irrevocable and cumulative, and not alternative or exclusive, and shall be in
addition to all other rights, remedies and powers of Buyer whether under law,
equity or agreement.  In addition to the rights and remedies granted
to it in the Agreement to the extent applicable, Buyer shall have all rights and
remedies of a secured party under the UCC and any other applicable
law.

     

    (c)           The
Transaction Documents may be executed in counterparts, each of which so executed
shall be deemed to be an original, but all of such counterparts shall together
constitute but one and the same instrument.

     

    (d)           The
headings in the Transaction Documents are for convenience of reference only and
shall not affect the interpretation or construction of the Transaction
Documents.

     

    (e)           Each
provision of the Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of the Agreement
shall be prohibited by or be invalid under such law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of the
Agreement.

     

    (f)           This
Annex I, together with the Agreement contain a final and complete
integration of all prior expressions by the parties with respect to the subject
matter hereof and thereof and shall constitute the entire agreement among the
parties with respect to such subject matter, superseding all prior oral or
written understandings.

     

    (g)           Each
party understands that the Agreement is a legally binding agreement that may
affect such party’s rights.  Each party represents to the other that
such party has received legal advice from counsel of its choice regarding the
meaning and legal significance of the Agreement and that it is satisfied with
its legal counsel and the advice received from it.

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

     

    (h)           Should
any provision of the Agreement require judicial interpretation, it is agreed
that a court interpreting or construing the same shall not apply a presumption
that the terms hereof shall be more strictly construed against any Person by
reason of the rule of construction that a document is to be construed more
strictly against the Person who itself or through its agent prepared the same,
it being agreed that all parties have participated in the preparation of the
Agreement.

     

    (i)           Buyer
agrees not to seek before any court or governmental agency to have any director
or officer of the Seller held personally liable for any action or inactions of
the Seller or any obligations of the Seller under the Agreement or the related
Transaction Documents, except if such actions or inactions are the result of the
gross negligence, fraud or willful misconduct of such director or
officer.

     

    [SIGNATURES
COMMENCE ON NEXT PAGE]

     

    


    
      
        
           


        

        
          60

          
            

          

        

        
           


        

      

    

    


    IN
WITNESS WHEREOF, the parties have executed this Annex I as of the 30th day of
October 2007.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    	 	 	 	 	 	 
	 	
                                                                                                                                                            BUYER:

                                                                                                                                                          
	 	 
	 	
                                                                                                                                                            GOLDMAN SACHS MORTGAGE
      COMPANY,
a
      New York limited partnership

                                                                                                                                                          
	 	 
	 	
                                                                                                                                                            By:  

                                                                                                                                                          	
                                                                                                                                                            Goldman Sachs Real Estate
      Funding Corp.,
its
      general partner

                                                                                                                                                          
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
                                                                                                                                                            By:  

                                                                                                                                                          	
                                                                                                                                                            /s/ Mark
      Buono

                                                                                                                                                          	 
	 	 	 	Name:  	
                                                                                                                                                            Mark
      Buono

                                                                                                                                                          	 
	 	 	 	Title:  	
                                                                                                                                                            Vice
      President

                                                                                                                                                          	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	
                                                                                                                                                            SELLER:

                                                                                                                                                          
	 	 
	 	
                                                                                                                                                            CAPITAL TRUST, INC., a
      Maryland corporation

                                                                                                                                                          
	 	 	 	 	 
	 	 	 	 	 
	
                                                                                                                                                             

                                                                                                                                                          	
                                                                                                                                                            By:  

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


                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    SCHEDULE
1A

    Purchase Percentages and
Applicable Spreads

    


    


    
      	
              Loan
      Type: 

            	
              Senior First Mortgage
      B Notes, Junior First Mortgage B Notes, Mezzanine Loans And Participation
      Interests Therein

            


    

     

    
      
        
          
            	
                    LTV

                  	
                    Purchase
      Percentage

                  	
                    Spread

                  
	 
      	 
      	 
      
	
                    Less
      than or equal to 55% LTV

                  	
                    ≤
      85% max

                  	
                    80
      bps

                  
	
                    Greater
      than 55% to and less than or equal to 60% LTV

                  	
                    ≤
      80% max

                  	
                    100
      bps

                  
	
                    Greater
      than 60% and less than or equal to 70% LTV

                  	
                    ≤
      60%

                  	
                    125
      bps

                  
	 
      	
                    ≤
      70%

                  	
                    140
      bps

                  
	 
      	
                    ≤
      80% max

                  	
                    160
      bps

                  
	
                    Greater
      than 70% and less than or equal to 75% LTV

                  	
                    ≤
      55%

                  	
                    140
      bps

                  
	 
      	
                    ≤
      65%

                  	
                    150
      bps

                  
	 
      	
                    ≤
      75% max

                  	
                    160
      bps

                  
	
                    Greater
      than 75% and less than or equal to 80% LTV

                  	
                    ≤
      55%

                  	
                    150
      bps

                  
	 
      	
                    ≤
      65%

                  	
                    160
      bps

                  
	 
      	
                    ≤
      75% max

                  	
                    170
      bps

                  
	
                    Greater
      than 80% and less than or equal to 85% LTV

                  	
                    ≤
      55%

                  	
                    165
      bps

                  
	 
      	
                    ≤
      60%

                  	
                    180
      bps

                  
	 
      	
                    ≤
      70% max

                  	
                    190
      bps

                  
	
                    Greater
      than 85% and less than or equal to 90% LTV

                  	
                    ≤
      50%

                  	
                    170
      bps

                  
	 
      	
                    ≤
      65%

                  	
                    185
      bps

                  
	 
      	
                    ≤
      70% max

                  	
                    195
      bps

                  


          

        

      

    

    


    Loan
Type: Transitional and
Stabilized Mortgage Loans

     

    
      
        
          	
                  LTV

                	
                  Purchase
      Percentage

                	
                  Spread

                
	
                  Greater
      than 9% NOI &

                	
                  ≤
      90%

                	
                  85
      bps

                
	
                  LTV
      less than or equal to 80%

                	 
      	 
      
	
                  Greater
      than 9% NOI & LTV greater than 80% and less than or equal to
      85%

                	
                  ≤
      85%

                	
                  85
      bps

                
	
                  Less
      than 9% NOI & LTV less than or equal to 80%

                	
                  ≤
      85%

                	
                  120
      bps

                
	
                  Less
      than 9% NOI & LTV greater than 80% and less than or equal to
      85%

                	
                  ≤
      80%

                	
                  120
      bps

                


        

      

    

    


    


    
      
        
           


        

        
          Schedule
1-1

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
1B

    Purchase Percentages and
Applicable Spreads for CDO Assets and CDO II Assets

    


    


    
      
        
          	
                   

                  Loan
      Type:

                	
                  Purchase

                  Percentage*

                	
                  Applicable
      Spread

                  (basis
      points)*

                
	
                  Mezzanine
      Loans

                	
                  75%

                	
                  175
      bps

                
	
                  First
      Mortgage Loans

                	
                  75%

                	
                  175
      bps

                
	
                  Second
      Mortgage Loans

                	
                  75%

                	
                  175
      bps

                
	
                  Senior
      First Mortgage B Notes

                	
                  75%

                	
                  175
      bps

                
	
                  Junior
      First Mortgage B Notes

                	
                  75%

                	
                  175
      bps

                


        

      

    

    


    *The
Purchase Percentage and Applicable Spread for CDO II Assets shall equal 85% and
LIBOR + 100 bps, respectively.

    


    


    
      
        
           


        

        
          Schedule
1-2

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
2

     

    


     

    [Intentionally
Omitted]

     

     

    


    


    
      
        
           


        

        
          Schedule
2-1

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
3

    Purchased Loan
Information

     

    (a)           Loan
Number/Loan Type

     

    (b)           Obligor
Name

     

    (c)           Property
Address

     

    (d)           Original
Balance

     

    (e)           Original
Coupon

     

    (f)           Outstanding
Balance

     

    (g)           Maturity
Date

     

    (h)           Table
Funding (Yes/No)

     

    (i)           If
Participation, the name of the lead lender under the Purchased Loan

     

    (j)           Such
information as Buyer and Custodian shall agree and that Buyer shall set forth in
writing,on a case-by-case basis.

     

    


    
      
        
           


        

        
          Schedule
3-1

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
4

    APPROVED
APPRAISERS

     

     

    1.           KTR
Appraisal Services

     

    2.           Cushman
& Wakefield, Inc.

     

    3.           Grubb
& Ellis

     

    4.           CB
Richard Ellis

     

    5.           The
Weitzman Group

     

    6.           Greenwich
Group

     

    7.           Joseph
Blake

     

    8.           HVS
International

     

    9.           PWC

     

    


    


    
      
        
           


        

        
          Schedule
4-1

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
5

    APPROVED
ENGINEERS

     

     

    1.           KTR
Realty Services

     

    2.           Merritt
& Harris, Inc.

     

    3.           C.A.
Rich, Inc.

     

    4.           IVI

     

    5.           Dames
& Moore

     

    6.           Law
Environmental

     

    7.           Eckland

     

    8.           EM&CA

     

    9.           Aqua
Terra

     

    10.         ATC
(BCM Engineers)

     

    11.         Horn
Chandler & Thomas

     

    12.         National
Assessment Corporation

     

    13.         EMG

     

    14.         Property
Solutions Inc.

     

    15.         Aaron
& Wright

     

    16.         PSI

    


     

    


    
      
        
           


        

        
          Schedule
5-1

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
6

    APPROVED ENVIRONMENTAL
CONSULTANTS

     

     

    1.           Acqua
Terra

     

    2.           Law
Environmental

     

    3.           KTR
Realty Services

     

    4.           EMG

     

    5.           Clayton

     

    6.           Dames
& Moore

     

    7.           Brown
& Root

     

    8.           C.A.
Rich, Inc.

     

    9.           Eckland

     

    10.         EM&CA

     

    11.         ATC
(BCM Engineers)

     

    12.         IVI

     

    13.         Aaron
& Wright

     

    14.         Certified
Environmental Inc.

     

    15.         Environ
Business, Inc.

     

    16.         Property
Solutions, Inc.

     

    17.         National
Assessment Corporation

     

    18.         Hillman
Environmental Group

     

    19.         Front
Royal

     

    20.         PSI

    


    
      
        
           


        

        
          Schedule
6-1

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
7-A

    FORM OF UCC FINANCING
STATEMENT

     

    
      	
              Debtor:

            	
              Secured
      Party:

            
	
              Capital
      Trust, Inc.

              410
      Park Avenue, 14th
      Floor

              New
      York, New York 1002

            	
              Goldman
      Sachs Mortgage Company

              85
      Broad Street

              New
      York, New York 10004

            


    

     

    ATTACHMENT
A TO UCC FINANCING STATEMENT

     

    This filing is for protective purposes
only with respect to the Purchased Loans and the Blocked Account in case the
sale of any Purchased Loan under the Master Repurchase Agreement is
re-characterized as a grant of a security interest in any such Purchased
Loans.

     

    The collateral covered by this
financing statement is all of the Debtor’s right, title and interest in, to and
under the following property, whether now owned or existing, hereafter acquired
or arising, or in which the Debtor now or hereafter has any rights, and
wheresoever located (the “Collateral”):

     

    (i) the
Blocked Account;

     

    (ii) all
of the Purchased Loans (including those identified on Schedule I hereto),
including, for the avoidance of doubt, all security interests, mortgages and
liens on personal or real property securing the Purchased Loans;

     

    (iii) all
“general intangibles”, “accounts” and “chattel paper” as defined in the UCC
relating to or constituting any and all of the foregoing;

     

    (iv) all
Income from the Purchased Loans;

     

    (v) all
replacements, substitutions or distributions on or proceeds, payments and
profits of, and records and files relating to, any and all of the
foregoing;

    (vi) all
insurance policies and insurance proceeds relating to any Purchased Loan or the
related Eligible Property;

    (vii) any
Hedging Transactions obtained by the underlying obligor with respect to any
Purchased Loan; and

    (viii)
any other property, rights, title or interests as are specified in the Trust
Receipt, the Purchased Loan Schedule or exception report with respect to the
foregoing in all instances, whether now owned or hereafter acquired, now
existing or hereafter created.

    


    The
following terms shall have the following meanings.  Such definition
shall be equally applicable to the singular and plural forms of the terms
defined.

     

    “Annex I” shall mean
the Amended and Restated Annex I to the Master Repurchase Agreement, as the same
may be amended, restated or otherwise modified from time to time.

     

    “Appraisal” shall mean
an appraisal of any Eligible Property prepared by a licensed appraiser listed on
Schedule 4 attached to Annex I, as such schedule may be amended from time
to time by Seller or Buyer upon approval by Buyer in its reasonable discretion,
in accordance with the Uniform Standards of Professional Appraisal Practice of
the Appraisal Foundation, in compliance with the requirements of Title 11
of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and
utilizing customary valuation methods, such as the income, sales/market or cost
approaches, as any of the same may be updated by recertification from time to
time by the appraiser performing such Appraisal.

     

    
      
        
        

      

      
        Schedule 7-A-1

        
          

        

      

      
        
        

      

    

     

    “Bailee” shall mean
Paul, Hastings, Janofsky & Walker LLP or such other third party as
Buyer may approve in its sole discretion.

     

    “Bailee Agreement”
shall mean the Bailee Agreement among Seller, Buyer and Bailee in the form of
Exhibit VIII to Annex I.

     

    “Blocked Account”
shall have the meaning specified in Section 5(a) of
Annex I.

     

    “Blocked Account
Agreement” shall mean the Amended and Restated Blocked Account Agreement,
in the form attached to Annex I as Exhibit VI (or such other form as shall
have been approved by Buyer, such approval not to be unreasonably withheld,
delayed or conditioned), dated as of October 30, 2007 and executed by Buyer,
Seller and the Depository Bank (and any successor thereto or replacement thereof
executed by Buyer, Seller and the Depository Bank).

     

    “Buyer” shall mean
Goldman Sachs Mortgage Company, and any successor or assign.

     

    “CDO Indenture” shall
mean the Indenture dated as of July 20, 2004, among Capital Trust RE CDO
2004-1 Ltd. and Capital Trust RE CDO 2004-1 Corp., as co-issuers, and LaSalle
Bank National Association, as trustee.

     

    “CDO II Indenture”
shall mean the Indenture for CT RE CDO 2005-1.

     

    “CDO Purchased Loan”
shall mean any Purchased Loan that meets the requirements of Exhibit IX to Annex
I and is intended to be, or is, pledged to the trustee under the CDO Indenture
or the CDO II Indenture.

     

    “Custodial Agreement”
shall mean, with respect to Transactions involving Purchased Loans, the Amended
and Restated Custodial Agreement, dated as of the date hereof, by and among
Custodian, Seller and Buyer.

     

    “Custodial Delivery
Certificate” shall mean the custodial delivery certificate, a form of
which is attached to Annex I as Exhibit III, executed by Seller in
connection with its delivery of a Purchased Loan File to Buyer or its designee
(including the Custodian) pursuant to Section 7 of
Annex I.

     

    “Custodian” shall mean
Deutsche Bank Trust Company Americas or any successor Custodian appointed by
Buyer.

     

    “Debt Yield” shall
mean, with respect to any Eligible Property or Eligible Properties directly or
indirectly securing a New Loan, the quotient (expressed as a percentage) of
(i) net operating income for the trailing twelve-month period for the most
recently ended fiscal quarter divided by (ii) the total amount of
indebtedness secured directly or indirectly by such Eligible Property or
Eligible Properties that are senior to or pari passu with the New
Loan.

     

    “Depository Bank”
shall mean PNC Bank, N.A. or any successor Depository Bank appointed by Seller
with the prior written consent of Buyer (which consent shall not be unreasonably
withheld, delayed or conditioned) which delivers a deposit account agreement in
the form of the Blocked Account Agreement or another form reasonably acceptable
to Buyer.

     

    
      
        
        

      

      
        Schedule 7-A-2

        
          

        

      

      
        
        

      

    

     

    “Eligible Loans” shall
mean any of the following types of loans listed in (i) through (v) below,
(u) acceptable to Buyer in the exercise of its sole and absolute
discretion, (v) secured directly or indirectly by an Eligible Property,
(w) having a remaining term (after giving effect to the exercise of any
extension options) not to exceed seven (7) years, (x) as to which the
applicable representations and warranties set forth in Exhibit V to Annex I
are true and correct as of the applicable Purchase Date, (y) with respect to any
proposed CDO Purchased Loan, as to which the eligibility criteria set forth in
Exhibit IX to Annex I are met as of the applicable Purchase Date, and
(z) has a maximum LTV of 85% (unless provided below or is approved by Buyer
on a case by case basis).

     

    (i)           performing
Mezzanine Loans which are secured by pledges of the equity ownership interests
in entities that directly or indirectly own Eligible Properties (the “Mezzanine
Loans”).

     

    (ii)          senior
participation interests (or a senior promissory note that is, in effect, similar
in nature to a senior participation interest) in performing Mortgage Loans
secured by first liens on Eligible Properties that also may secure a junior
promissory note (or junior interest) in such loan.

     

    (iii)          junior
participation interests (or a junior promissory note that is, in effect, similar
in nature to a junior participation interest) in performing Mortgage Loans
secured by first liens on Eligible Properties that also secure a senior
promissory note (or senior interest) in such loan.

     

    (iv)          any
other performing loan, participation interest, or other junior mezzanine or
subordinate investment which has a maximum LTV of 90% and which does not
otherwise conform to the criteria set forth in clauses (i) through (iii)
above that Buyer elects in its sole discretion to purchase.

     

    (v)          any
performing Stabilized Mortgage Loans with a maximum LTV of 85% or any performing
Transitional Mortgage Loans with a maximum LTV of 80%, in each case secured by
first liens on Eligible Properties.

     

    “Eligible Property”
shall mean a property that is a multifamily, retail, office, industrial,
warehouse, condominium or hospitality property or such other property type
acceptable to Buyer in the exercise of its good faith business judgment;
provided, however, that Buyer shall determine in its sole and absolute
discretion, on a case-by-case basis, whether any healthcare related property,
such as assisted living, nursing homes, acute care, rehabilitation centers,
diagnostic centers and psychiatric centers, qualifies as an Eligible
Property.

     

    “Fitch” shall mean
Fitch Inc.

     

    “Hedging Transactions”
shall mean, with respect to any or all of the Purchased Loans, any short sale of
U.S. Treasury Securities or mortgage-related securities, futures contract
(including Eurodollar futures) or options contract or any interest rate swap,
cap or collar agreement or similar arrangements providing for protection against
fluctuations in interest rates or the exchange of nominal interest obligations,
either generally or under specific contingencies, entered into by Seller or the
underlying obligor with respect to any Purchased Loan and pledged to Seller as
collateral for such Purchased Loan, with one or more counterparties whose
unsecured debt is rated at least AA (or its equivalent) by any Rating Agency or,
with respect to any Hedging Transaction pledged to Seller as additional
collateral for a Purchased Loan, such other rating requirement applicable to
such Hedging Transaction set forth in the related Purchased Loan Documents or
which is otherwise reasonably acceptable to Buyer; provided that Seller
shall not grant or permit any liens, security interests, charges, or
encumbrances with respect to any such hedging arrangements for the benefit of
any Person other than Buyer.

     

    
      
        
        

      

      
        Schedule 7-A-3

        
          

        

      

      
        
        

      

    

     

    “Income” shall mean,
with respect to any Purchased Loan at any time, any payment or other cash
distribution thereon of principal, interest, dividends, fees, reimbursements or
proceeds or other cash distributions thereon (including casualty or condemnation
proceeds).

     

    “LTV” shall mean, with
respect to any Eligible Property or Eligible Properties, the ratio of the
aggregate outstanding debt (which shall include the related Eligible Loan and
all debt senior to or pari passu with such Eligible Loan) secured, directly or
indirectly, by such Eligible Property or Eligible Properties to the aggregate
value of such Eligible Property or Eligible Properties as determined by Buyer in
its sole and absolute discretion.  For purposes of Buyer’s
determination, (i) the value may be determined by reference to an
Appraisal, discounted cash flow analysis or other commercially reasonable method
and (ii) for the avoidance of doubt, Buyer may reduce value for any actual
or potential risks (including risk of delay) posed by any liens or claims on the
related Eligible Property or Eligible Properties.

     

    “Master Repurchase
Agreement” shall mean that certain Amended and Restated Master Repurchase
Agreement, dated as of August 15, 2006, between Capital Trust, Inc., as seller,
and Goldman Sachs Mortgage Company, as buyer, as the same may be amended,
restated or otherwise modified from time to time, including by that certain
Amended and Restated Annex I, dated as of October 30, 2007.

     

    “Mezzanine Loan” shall
mean any loan secured by a pledge of the direct or indirect equity ownership
interests in a Person that owns a Mortgaged Property that also secures a
Mortgage Note.

     

    “Moody’s” shall mean
Moody’s Investors Service, Inc.

     

    “Mortgage” shall mean
the mortgage, deed of trust, deed to secure debt or other instruments, creating
a valid and enforceable first or second lien, as applicable, on or a first or
second priority ownership interest in a Mortgaged Property.

     

    “Mortgage Loan” shall
mean a commercial mortgage loan secured by a lien on real property.

     

    “Mortgage Note” shall
mean a note or other evidence of indebtedness of a Mortgagor secured by a
Mortgage.

     

    “Mortgaged Property”
shall mean the real property or properties securing repayment of the debt
evidenced by a Mortgage Note, or, in the case of any Mezzanine Loan or Other
Mezzanine Investment, owned indirectly by the related obligor.

     

    “Mortgagor” shall mean
the obligor on a Mortgage Note, the grantor of the related Mortgage and the
owner of the related Mortgaged Property.

     

    “New Loan” shall mean
an Eligible Loan that Seller proposes to sell to Buyer pursuant to a
Transaction.

     

    “Person” shall mean an
individual, corporation, limited liability company, business trust, partnership,
joint tenant or tenant-in-common, trust, unincorporated organization, or other
entity, or a federal, state or local government or any agency or political
subdivision thereof.

     

    “Purchase Date” shall
mean, with respect to any Purchased Loan, the date on which such Purchased Loan
is transferred by Seller to Buyer.

     

    
      
        
        

      

      
        Schedule 7-A-4

        
          

        

      

      
        
        

      

    

     

    “Purchased Loan
Documents” shall mean, with respect to a Purchased Loan, the documents
comprising the Purchased Loan File for such Purchased Loan.

     

    “Purchased Loan File”
shall mean the documents specified as the “Purchased Loan File” in
Section 7(b) of Annex I, together with any additional documents and
information required to be delivered to Buyer or its designee (including the
Custodian) pursuant to Annex I.

     

    “Purchased Loan
Information” shall mean, with respect to each Purchased Loan, the
information set forth in Schedule 3 attached to Annex I.

     

    “Purchased Loan
Schedule” shall mean a schedule of Purchased Loans attached to each Trust
Receipt and Custodial Delivery Certificate containing information substantially
similar to the Purchased Loan Information.

     

    “Purchased Loans”
shall mean (i) with respect to any Transaction, the Eligible Loans sold by
Seller to Buyer in such Transaction and (ii) with respect to the
Transactions in general, all Eligible Loans sold by Seller to Buyer and any
additional cash and/or other assets delivered by Seller to Buyer pursuant to
Section 4(a) of Annex I.

     

    “Rating Agency” shall
mean any of Fitch, Moody’s and Standard & Poor’s.

     

    “Seller” shall mean
Capital Trust, Inc., a Maryland corporation and its permitted successors and
assigns.

     

    “Stabilized” shall
refer to a Mortgage Loan that has a Debt Yield (as calculated by Buyer) of
greater than 10%.

     

    “Standard &
Poor’s” shall mean Standard & Poor’s Ratings Services, Inc., a
division of the McGraw Hill Companies Inc.

     

    “Transaction” shall
mean each such transaction involving the transfer of an Eligible Loan from
Seller to Buyer.

     

    “Transitional” shall
refer to a Mortgage Loan that has a Debt Yield (as calculated by Buyer) of less
than or equal to 10% but greater than or equal to 5%.

     

    “Trust Receipt” shall
mean a trust receipt issued by the Custodian or the Bailee, as applicable, to
Buyer confirming the Bailee’s or the Custodian’s, as applicable, possession of
certain Purchased Loan Files which are the property of and held by the Bailee or
the Custodian, as applicable, on behalf of Buyer (or any other holder of such
trust receipt) in the form required under the Custodial Agreement or the Bailee
Agreement.

     

    “UCC” shall mean the
Uniform Commercial Code as in effect from time to time in the State of New York;
provided that
if by reason of mandatory provisions of law, the perfection or the effect of
perfection or non-perfection of any security interest is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than New York, with respect
to perfection or the effect of perfection or non-perfection, “UCC” shall mean
the Uniform Commercial Code as in effect in such other jurisdiction for purposes
of the provisions of this Annex I relating to such perfection or effect of
perfection or non-perfection.

     

    


    
      
        
           


        

        
          Schedule 7-A-5

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
I

    


    
      	
              1. 

            	
              [B]
      Participation Interest, dated _____ issued to __________. in the amount of
      $__________, in that certain Mortgage Loan [(in the original principal
      amount of $__________)], dated as of _______, made by ___________. to
      _________ under and pursuant to that certain Loan Agreement dated as of
      ________ between _________  and _________  and secured
      by that certain property located in _________, [as such B Participation
      Interest was assigned by _________ to _________ pursuant to that certain
      Assignment and Assumption Agreement (Participation B) dated as of
      _________].

            


    

    


    
      	
              2. 

            	
              [$__________
      [Senior/Junior] Mezzanine Loan, dated as of _________  made by
      _________  to _________, under and pursuant to that certain
      [Loan Agreement] dated as of _________ between _________  and
      _________, [as assigned (together with such loan agreement and all of the
      other loan documents evidencing and securing such senior mezzanine loan)
      by _________ to _________,  pursuant to that certain Omnibus
      Assignment dated as of _________].

            


    

    


    
      
        
           


        

        
          Schedule 7-A-6

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
7-B

    FORM OF UCC FINANCING
STATEMENT AMENDMENT

     

    
      	
              Debtor:

            	
              Secured
      Party:

            
	
              Capital
      Trust, Inc.

              410
      Park Avenue, 14th
      Floor

              New
      York, New York 1002

            	
              Goldman
      Sachs Mortgage Company

              85
      Broad Street

              New
      York, New York 10004

            


    

     

    ATTACHMENT
A TO UCC FINANCING STATEMENT AMENDMENT

     

    This filing is for protective purposes
only with respect to the Purchased Loans and the Blocked Account in case the
sale of any Purchased Loan under the Master Repurchase Agreement is
re-characterized as a grant of a security interest in any such Purchased
Loans.

     

    The collateral covered by this
financing statement is all of the Debtor’s right, title and interest in, to and
under the following property, whether now owned or existing, hereafter acquired
or arising, or in which the Debtor now or hereafter has any rights, and
wheresoever located (the “Collateral”):

     

    (i) the
Blocked Account;

     

    (ii) all
of the Purchased Loans (including those identified on Schedule I hereto),
including, for the avoidance of doubt, all security interests, mortgages and
liens on personal or real property securing the Purchased Loans;

     

    (iii) all
“general intangibles”, “accounts” and “chattel paper” as defined in the UCC
relating to or constituting any and all of the foregoing;

     

    (iv) all
Income from the Purchased Loans;

     

    (v) all
replacements, substitutions or distributions on or proceeds, payments and
profits of, and records and files relating to, any and all of the
foregoing;

     

    (vi) all
insurance policies and insurance proceeds relating to any Purchased Loan or the
related Eligible Property;

     

    (vii) any
Hedging Transactions obtained by the underlying obligor with respect to any
Purchased Loan; and

     

    (viii)
any other property, rights, title or interests as are specified in the Trust
Receipt, the Purchased Loan Schedule or exception report with respect to the
foregoing in all instances, whether now owned or hereafter acquired, now
existing or hereafter created.

    


    The
following terms shall have the following meanings.  Such definition
shall be equally applicable to the singular and plural forms of the terms
defined.

     

    “Annex I” shall mean
the Amended and Restated Annex I to the Master Repurchase Agreement, as the same
may be amended, restated or otherwise modified from time to time.

     

    
      
        
        

      

      
        Schedule
7-B-1

        
          

        

      

      
        
        

      

    

     

    “Appraisal” shall mean
an appraisal of any Eligible Property prepared by a licensed appraiser listed on
Schedule 4 attached to Annex I, as such schedule may be amended from time
to time by Seller or Buyer upon approval by Buyer in its reasonable discretion,
in accordance with the Uniform Standards of Professional Appraisal Practice of
the Appraisal Foundation, in compliance with the requirements of Title 11
of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 and
utilizing customary valuation methods, such as the income, sales/market or cost
approaches, as any of the same may be updated by recertification from time to
time by the appraiser performing such Appraisal.

     

    “Bailee” shall mean
Paul, Hastings, Janofsky & Walker LLP or such other third party as
Buyer may approve in its sole discretion.

     

    “Bailee Agreement”
shall mean the Bailee Agreement among Seller, Buyer and Bailee in the form of
Exhibit VIII to Annex I.

     

    “Blocked Account”
shall have the meaning specified in Section 5(a) of
Annex I.

     

    “Blocked Account
Agreement” shall mean the Amended and Restated Blocked Account Agreement,
in the form attached to Annex I as Exhibit VI (or such other form as shall
have been approved by Buyer, such approval not to be unreasonably withheld,
delayed or conditioned), dated as of October 30, 2007 and executed by Buyer,
Seller and the Depository Bank (and any successor thereto or replacement thereof
executed by Buyer, Seller and the Depository Bank).

     

    “Buyer” shall mean
Goldman Sachs Mortgage Company, and any successor or assign.

     

    “CDO Indenture” shall
mean the Indenture dated as of July 20, 2004, among Capital Trust RE CDO
2004-1 Ltd. and Capital Trust RE CDO 2004-1 Corp., as co-issuers, and LaSalle
Bank National Association, as trustee.

     

    “CDO II Indenture”
shall mean the Indenture for CT RE CDO 2005-1.

     

    “CDO Purchased Loan”
shall mean any Purchased Loan that meets the requirements of Exhibit IX to Annex
I and is intended to be, or is, pledged to the trustee under the CDO Indenture
or the CDO II Indenture.

     

    “Custodial Agreement”
shall mean, with respect to Transactions involving Purchased Loans, the Amended
and Restated Custodial Agreement, dated as of the date hereof, by and among
Custodian, Seller and Buyer.

     

    “Custodial Delivery
Certificate” shall mean the custodial delivery certificate, a form of
which is attached to Annex I as Exhibit III, executed by Seller in
connection with its delivery of a Purchased Loan File to Buyer or its designee
(including the Custodian) pursuant to Section 7 of
Annex I.

     

    “Custodian” shall mean
Deutsche Bank Trust Company Americas or any successor Custodian appointed by
Buyer.

     

    “Debt Yield” shall
mean, with respect to any Eligible Property or Eligible Properties directly or
indirectly securing a New Loan, the quotient (expressed as a percentage) of
(i) net operating income for the trailing twelve-month period for the most
recently ended fiscal quarter divided by (ii) the total amount of
indebtedness secured directly or indirectly by such Eligible Property or
Eligible Properties that are senior to or pari passu with the New
Loan.

     

    “Depository Bank”
shall mean PNC Bank, N.A. or any successor Depository Bank appointed by Seller
with the prior written consent of Buyer (which consent shall not be unreasonably
withheld, delayed or conditioned) which delivers a deposit account agreement in
the form of the Blocked Account Agreement or another form reasonably acceptable
to Buyer.

     

    
      
        
        

      

      
        Schedule
7-B-2

        
          

        

      

      
        
        

      

    

     

    “Eligible Loans” shall
mean any of the following types of loans listed in (i) through (v) below,
(u) acceptable to Buyer in the exercise of its sole and absolute
discretion, (v) secured directly or indirectly by an Eligible Property,
(w) having a remaining term (after giving effect to the exercise of any
extension options) not to exceed seven (7) years, (x) as to which the
applicable representations and warranties set forth in Exhibit V to Annex I
are true and correct as of the applicable Purchase Date, (y) with respect to any
proposed CDO Purchased Loan, as to which the eligibility criteria set forth in
Exhibit IX to Annex I are met as of the applicable Purchase Date, and
(z) has a maximum LTV of 85% (unless provided below or is approved by Buyer
on a case by case basis).

     

    (i)          performing
Mezzanine Loans which are secured by pledges of the equity ownership interests
in entities that directly or indirectly own Eligible Properties (the “Mezzanine
Loans”).

     

    (ii)         senior
participation interests (or a senior promissory note that is, in effect, similar
in nature to a senior participation interest) in performing Mortgage Loans
secured by first liens on Eligible Properties that also may secure a junior
promissory note (or junior interest) in such loan.

     

    (iii)        junior
participation interests (or a junior promissory note that is, in effect, similar
in nature to a junior participation interest) in performing Mortgage Loans
secured by first liens on Eligible Properties that also secure a senior
promissory note (or senior interest) in such loan.

     

    (iv)        any
other performing loan, participation interest, or other junior mezzanine or
subordinate investment which has a maximum LTV of 90% and which does not
otherwise conform to the criteria set forth in clauses (i) through (iii)
above that Buyer elects in its sole discretion to purchase.

     

    (v)         any
performing Stabilized Mortgage Loans with a maximum LTV of 85% or any performing
Transitional Mortgage Loans with a maximum LTV of 80%, in each case secured by
first liens on Eligible Properties.

     

    “Eligible Property”
shall mean a property that is a multifamily, retail, office, industrial,
warehouse, condominium or hospitality property or such other property type
acceptable to Buyer in the exercise of its good faith business judgment;
provided, however, that Buyer shall determine in its sole and absolute
discretion, on a case-by-case basis, whether any healthcare related property,
such as assisted living, nursing homes, acute care, rehabilitation centers,
diagnostic centers and psychiatric centers, qualifies as an Eligible
Property.

     

    “Fitch” shall mean
Fitch Inc.

     

    “Hedging Transactions”
shall mean, with respect to any or all of the Purchased Loans, any short sale of
U.S. Treasury Securities or mortgage-related securities, futures contract
(including Eurodollar futures) or options contract or any interest rate swap,
cap or collar agreement or similar arrangements providing for protection against
fluctuations in interest rates or the exchange of nominal interest obligations,
either generally or under specific contingencies, entered into by Seller or the
underlying obligor with respect to any Purchased Loan and pledged to Seller as
collateral for such Purchased Loan, with one or more counterparties whose
unsecured debt is rated at least AA (or its equivalent) by any Rating Agency or,
with respect to any Hedging Transaction pledged to Seller as additional
collateral for a Purchased Loan, such other rating requirement applicable to
such Hedging Transaction set forth in the related Purchased Loan Documents or
which is otherwise reasonably acceptable to Buyer; provided that Seller
shall not grant or permit any liens, security interests, charges, or
encumbrances with respect to any such hedging arrangements for the benefit of
any Person other than Buyer.

     

    
      
        
        

      

      
        Schedule
7-B-3

        
          

        

      

      
        
        

      

    

     

    “Income” shall mean,
with respect to any Purchased Loan at any time, any payment or other cash
distribution thereon of principal, interest, dividends, fees, reimbursements or
proceeds or other cash distributions thereon (including casualty or condemnation
proceeds).

     

    “LTV” shall mean, with
respect to any Eligible Property or Eligible Properties, the ratio of the
aggregate outstanding debt (which shall include the related Eligible Loan and
all debt senior to or pari passu with such Eligible Loan) secured, directly or
indirectly, by such Eligible Property or Eligible Properties to the aggregate
value of such Eligible Property or Eligible Properties as determined by Buyer in
its sole and absolute discretion.  For purposes of Buyer’s
determination, (i) the value may be determined by reference to an
Appraisal, discounted cash flow analysis or other commercially reasonable method
and (ii) for the avoidance of doubt, Buyer may reduce value for any actual
or potential risks (including risk of delay) posed by any liens or claims on the
related Eligible Property or Eligible Properties.

     

    “Master Repurchase
Agreement” shall mean that certain Amended and Restated Master Repurchase
Agreement, dated as of August 15, 2006, between Capital Trust, Inc., as seller,
and Goldman Sachs Mortgage Company, as buyer, as the same may be amended,
restated or otherwise modified from time to time, including by that certain
Amended and Restated Annex I, dated as of October 30, 2007.

     

    “Mezzanine Loan” shall
mean any loan secured by a pledge of the direct or indirect equity ownership
interests in a Person that owns a Mortgaged Property that also secures a
Mortgage Note.

     

    “Moody’s” shall mean
Moody’s Investors Service, Inc.

     

    “Mortgage” shall mean
the mortgage, deed of trust, deed to secure debt or other instruments, creating
a valid and enforceable first or second lien, as applicable, on or a first or
second priority ownership interest in a Mortgaged Property.

     

    “Mortgage Loan” shall
mean a commercial mortgage loan secured by a lien on real property.

     

    “Mortgage Note” shall
mean a note or other evidence of indebtedness of a Mortgagor secured by a
Mortgage.

     

    “Mortgaged Property”
shall mean the real property or properties securing repayment of the debt
evidenced by a Mortgage Note, or, in the case of any Mezzanine Loan or Other
Mezzanine Investment, owned indirectly by the related obligor.

     

    “Mortgagor” shall mean
the obligor on a Mortgage Note, the grantor of the related Mortgage and the
owner of the related Mortgaged Property.

     

    “New Loan” shall mean
an Eligible Loan that Seller proposes to sell to Buyer pursuant to a
Transaction.

     

    “Person” shall mean an
individual, corporation, limited liability company, business trust, partnership,
joint tenant or tenant-in-common, trust, unincorporated organization, or other
entity, or a federal, state or local government or any agency or political
subdivision thereof.

     

    
      
        
        

      

      
        Schedule
7-B-4

        
          

        

      

      
        
        

      

    

     

    “Purchase Date” shall
mean, with respect to any Purchased Loan, the date on which such Purchased Loan
is transferred by Seller to Buyer.

     

    “Purchased Loan
Documents” shall mean, with respect to a Purchased Loan, the documents
comprising the Purchased Loan File for such Purchased Loan.

     

    “Purchased Loan File”
shall mean the documents specified as the “Purchased Loan File” in
Section 7(b) of Annex I, together with any additional documents and
information required to be delivered to Buyer or its designee (including the
Custodian) pursuant to Annex I.

     

    “Purchased Loan
Information” shall mean, with respect to each Purchased Loan, the
information set forth in Schedule 3 attached to Annex I.

     

    “Purchased Loan
Schedule” shall mean a schedule of Purchased Loans attached to each Trust
Receipt and Custodial Delivery Certificate containing information substantially
similar to the Purchased Loan Information.

     

    “Purchased Loans”
shall mean (i) with respect to any Transaction, the Eligible Loans sold by
Seller to Buyer in such Transaction and (ii) with respect to the
Transactions in general, all Eligible Loans sold by Seller to Buyer and any
additional cash and/or other assets delivered by Seller to Buyer pursuant to
Section 4(a) of Annex I.

     

    “Rating Agency” shall
mean any of Fitch, Moody’s and Standard & Poor’s.

     

    “Seller” shall mean
Capital Trust, Inc., a Maryland corporation and its permitted successors and
assigns.

     

    “Stabilized” shall
refer to a Mortgage Loan that has a Debt Yield (as calculated by Buyer) of
greater than 10%.

     

    “Standard &
Poor’s” shall mean Standard & Poor’s Ratings Services, Inc., a
division of the McGraw Hill Companies Inc.

     

    “Transaction” shall
mean each such transaction involving the transfer of an Eligible Loan from
Seller to Buyer.

     

    “Transitional” shall
refer to a Mortgage Loan that has a Debt Yield (as calculated by Buyer) of less
than or equal to 10% but greater than or equal to 5%.

     

    “Trust Receipt” shall
mean a trust receipt issued by the Custodian or the Bailee, as applicable, to
Buyer confirming the Bailee’s or the Custodian’s, as applicable, possession of
certain Purchased Loan Files which are the property of and held by the Bailee or
the Custodian, as applicable, on behalf of Buyer (or any other holder of such
trust receipt) in the form required under the Custodial Agreement or the Bailee
Agreement.

     

    “UCC” shall mean the
Uniform Commercial Code as in effect from time to time in the State of New York;
provided that
if by reason of mandatory provisions of law, the perfection or the effect of
perfection or non-perfection of any security interest is governed by the Uniform
Commercial Code as in effect in a jurisdiction other than New York, with respect
to perfection or the effect of perfection or non-perfection, “UCC” shall mean
the Uniform Commercial Code as in effect in such other jurisdiction for purposes
of the provisions of this Annex I relating to such perfection or effect of
perfection or non-perfection.

     

    


    
      
        
           


        

        
          Schedule
7-B-5

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
I

    


    
      	
              1. 

            	
              [B]
      Participation Interest, dated _____ issued to __________. in the amount of
      $__________, in that certain Mortgage Loan [(in the original principal
      amount of $__________)], dated as of _______, made by ___________. to
      _________ under and pursuant to that certain Loan Agreement dated as of
      ________ between _________  and _________  and secured
      by that certain property located in _________, [as such B Participation
      Interest was assigned by _________ to _________ pursuant to that certain
      Assignment and Assumption Agreement (Participation B) dated as of
      _________].

            


    

    


    
      	
              2. 

            	
              [$__________
      [Senior/Junior] Mezzanine Loan, dated as of _________  made by
      _________  to _________, under and pursuant to that certain
      [Loan Agreement] dated as of _________ between _________  and
      _________, [as assigned (together with such loan agreement and all of the
      other loan documents evidencing and securing such senior mezzanine loan)
      by _________ to _________,  pursuant to that certain Omnibus
      Assignment dated as of _________].

            


    

    


    


    


    
      
        
           


        

        
          Schedule
7-B-6

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
I

     

    CONFIRMATION
STATEMENT

    GOLDMAN
SACHS MORTGAGE COMPANY

     

    Ladies
and Gentlemen:

     

    Goldman
Sachs Mortgage Company is pleased to deliver our written CONFIRMATION of our agreement
(subject to satisfaction of the Transaction Conditions Precedent) to enter into
the Transaction pursuant to which Goldman Sachs Mortgage Company shall purchase
from you the Purchased Loan identified in Schedule I attached hereto,
pursuant to the Amended and Restated Master Repurchase Agreement between Goldman
Sachs Mortgage Company (the “Buyer”) and Capital
Trust, Inc. (“Seller”), dated as of
August 15, 2006 (as amended from time to time, including by the Amended and
Restated Annex I dated as of October 30, 2007, the “Agreement”;
capitalized terms used herein without definition have the meanings given in the
Agreement), as follows below and on the attached Schedule 1:

     

    
      
        
          
            
              
                	
                        Purchase
      Date:

                      	
                        __________,
      200_

                      
	
                        Purchased
      Loans:

                      	
                        As
      identified on attached Schedule 1

                      
	
                        Aggregate
      Principal Amount of Purchased Loans:

                      	
                        As
      identified on attached Schedule 1

                      
	
                        Repurchase
      Date:

                      	
                        __________,
      200_

                      
	
                        Purchase
      Price:

                      	
                        $

                      
	
                        Pricing
      Rate:

                      	
                        One-month
      LIBOR plus ______%

                      
	
                        Purchase
      Percentage:

                      	 
      
	
                        CDO
      Purchased Loan:

                      	
                        Yes
      _____            No_____

                      
	
                        Governing
      Agreements:

                      	
                        As
      identified on attached Schedule 1

                      
	
                        Name
      and address for communications:

                      	
                        Buyer:         Goldman
      Sachs Mortgage Company

                        One
      New York Plaza

                        46th
      Floor

                        New
      York, New York  10004

                        Attention:  Mr.
      Anthony Preisano

                        Telephone:  (212)
      855-0393

                        Fax:  (212)
      902-1691

                         

                         

                        with
      a copy to:

                         

                        Cleary
      Gottlieb Steen & Hamilton LLP

                        One
      Liberty Plaza

                        New
      York, New York  10006

                        Attention:  Kimberly
      Brown Blacklow

                        Telephone:  (212)
      225-2018

                        Fax:  (212)
      902-1691

                         

                      


              

            

          

        

      

    

    
       

      
        
          
          

        

        
          Exhibit
I-1

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	 
      	
                                        Seller:

                                      
	 
      	
                                        Capital
      Trust, Inc.

                                        410
      Park Avenue, 14th Floor

                                        New
      York, New York  10022

                                        Attention:  Geoffrey
      G. Jervis

                                        Telephone:  212-655-0247

                                        Fax:  212-655-0044

                                         

                                      
	 
      	
                                         

                                        with
      a copy to:

                                         

                                        Paul
      Hastings Janofsky & Walker LLP

                                        75
      East 55th Street

                                        New
      York, New York  10022

                                        Attention:  Robert
      J. Grados

                                        Telephone:  212-318-6923

                                        Fax:  212-230-7830

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  	 	 	 	 	 	 
	 	
                                                                                                                                                                                          GOLDMAN SACHS MORTGAGE
      COMPANY,
a
      New York limited partnership

                                                                                                                                                                                        
	 	 
	 	
                                                                                                                                                                                          By:  

                                                                                                                                                                                        	
                                                                                                                                                                                          Goldman Sachs Real Estate
      Funding Corp.,
its
      general partner

                                                                                                                                                                                        
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
                                                                                                                                                                                          By:  

                                                                                                                                                                                        	
                                                                                                                                                                                           

                                                                                                                                                                                        	 
	 	 	 	Name:  	
                                                                                                                                                                                             

                                                                                                                                                                                        	 
	 	 	 	Title:  	
                                                                                                                                                                                           

                                                                                                                                                                                        	 


                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      AGREED
      AND ACKNOWLEDGED:

                                    
	 
	
                                      CAPITAL TRUST,
      INC.,
a
      Maryland corporation

                                    
	 
	 	 	 
	
                                      By:
      

                                    	 	 
	 	Name: 	 
	 	Title: 	 
	 	 	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        



    

    


    
      
        
           


        

        
          Exhibit
I-2

          
            

          

        

        
           


        

      

    

    


    Schedule 1
to Confirmation Statement

    


    
      
        	
                Purchased
      Loan:

              	
                [Loan
      Type] dated as of [______] in the original principal amount of $[___],
      made by [____] to [____] under and pursuant to that certain [loan
      agreement/participation agreement/ applicable
document].

              
	 	 
	
                Aggregate
      Principal Amount:

              	 
      
	 
      	 
      


      

    

    


    


    
      
        
           


        

        
          Exhibit
I-3

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
II

     

    AUTHORIZED REPRESENTATIVES
OF SELLER

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    Name

                                  	
                                    Specimen
      Signature

                                  
	 	 
	
                                    John
      R. Klopp

                                  	
                                    
                                       /s/
      John. R. Klopp

                                    

                                  
	 	 
	
                                    Stephen
      D. Plavin

                                  	
                                    
                                       /s/
      Stephen D. Plavin

                                    

                                  
	 	 
	
                                    Geoffrey
      G. Jervis

                                  	
                                    
                                       /s/
      Geoffrey G. Jervis

                                    

                                  
	 	 
	
                                    Douglas
      Armer

                                  	
                                    
                                       /s/
      Douglas Armer

                                    

                                  
	 	 
	
                                    Thomas
      C. Ruffing

                                  	
                                    
                                       /s/
      Thomas C.
Ruffing

                                    

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    
      
        
           


        

        
          Exhibit
II-1

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
III

     

    FORM OF
CUSTODIAL DELIVERY CERTIFICATE

     

     

    On this
_____ day of _____________ 200_, CAPITAL TRUST, INC. (“Seller”), under that
certain Amended and Restated Custodial Agreement, dated as of October 30, 2007
(the “Custodial Agreement”), among Seller, DEUTSCHE BANK TRUST COMPANY AMERICAS,
as Custodian, and GOLDMAN SACHS MORTGAGE COMPANY, as Buyer, does hereby deliver
to, and instruct, the Custodian to hold, in its capacity as Custodian for the
benefit of Buyer, the documents comprising the Purchased Loan File and listed on
Attachment A hereto with respect to each Purchased Loan to be purchased by
Buyer, which Purchased Loans are listed on the Purchased Loan
Schedule attached hereto as Attachment B and which Purchased Loans shall be
subject to the terms of the Custodial Agreement as of the date
hereof.

     

    With
respect to the Purchased Loan Files delivered herewith, for purposes of issuing
the Trust Receipt, the Custodian shall review the Purchased Loan Files to
confirm receipt of each of the documents identified on Attachment
A.

     

    Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Custodial Agreement.

     

    IN
WITNESS WHEREOF, Seller has caused this Custodial Delivery Certificate to be
executed and delivered by its duly authorized officer as of the day and year
first above written.

     

     

    
      
        
          
            
              
                	 	
                        CAPITAL
      TRUST, INC.

                      	 
	 	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


              

            

          

        

      

    

    


    


    
      
        
           


        

        
          Exhibit
III-1

          
            

          

        

        
           


        

      

    

    


    Attachment
A

     

    Purchased Loan
File

     

    
      
        
        

      

      
        Exhibit
III-2

        
          

        

      

      
        
        

      

    

     

    Attachment
B

     

    Purchased Loan
Schedule

     

    (a)          Loan
Number/Loan Type

     

    (b)          Obligor
Name

     

    (c)          Property
Address

     

    (d)          Original
Balance

     

    (e)          Original
Coupon

     

    (f)           Outstanding
Balance

     

    (g)          Maturity
Date

     

    (h)          Table
Funding (Yes/No)

     

    (i)           If
Participation, the name of the lead lender under the Purchased Loan

     

    (j)           Such
information as Buyer and Custodian shall agree and that Buyer shall set forth in
writing,on a case-by-case basis.

     

    


    


    
      
        
           


        

        
          Exhibit
III-3

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
IV-1

     

    FORM OF POWER OF ATTORNEY TO
BUYER

     

    “Know All
Men by These Presents, that Capital Trust, Inc. (“Seller”), does hereby appoint
Goldman Sachs Mortgage Company (“Buyer”), in connection with the Repurchase
Agreement (defined below) its attorney-in-fact to act in Seller’s name, place
and stead in any way which Seller could do with respect to (i) the completion of
the endorsements of the Mortgage Notes, the promissory notes, participation
certificates and membership or other equity interests, in each case related to
the Purchased Loans and the Assignments of Mortgages, (ii) the recordation of
the Assignments of Mortgages and (iii) the enforcement of Seller’s rights under
the Purchased Loans purchased by Buyer pursuant to the Amended and Restated
Master Repurchase Agreement dated as of August 15, 2006, as amended from time to
time, including by the Amended and Restated Annex I dated as of October 30,
2007, between Seller and Buyer (the “Repurchase Agreement”) and to take such
other steps as may be necessary or desirable to enforce Buyer’s rights against
such Purchased Loans, the related Purchased Loan Files, the Servicing Records
and the Hedging Transactions to the extent that Seller is permitted by law to
act through an agent. Capitalized terms used herein and not otherwise defined
shall have the meanings given such terms in the Repurchase
Agreement.

     

    TO INDUCE
ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY
RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT
HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO
SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION
OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS
OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND
HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY
ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON
THE PROVISIONS OF THIS INSTRUMENT.

     

    IN
WITNESS WHEREOF Seller has caused this Power of Attorney to be executed and the
Seller’s seal to be affixed this 30th day of
October, 2007.

     

     

    
      
        
          
            
              	 	
                      CAPITAL
      TRUST, INC.

                    	 
	 	 	 	 
	
                       

                    	
                      By:
      

                    	 	 
	 	 	Name: 	 
	 	 	Title: 	 
	 	 	 	 


            

          

        

      

    

     

    
 

    
      
        
           


        

        
          Exhibit
IV-1-1

          
            

          

        

        
           


        

      

    

    


    
      
        	
                STATE
      OF NEW YORK 

              	
                )

              
	
                COUNTY
      OF NEW YORK 

              	
                )

              


      

    

     

    


    On this _____ of ____________, before
me, the undersigned, a Notary Public in and for said state, personally appeared
_______________________________, personally known to me or proved to me on the
basis of satisfactory evidence to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the person,
or the entity upon behalf of which the person acted, executed the
instrument.

     

    
 

    
      
        
          
            
              
                
                  	 	 	 
	
                           

                        	
                          
                                                  Notary Public                      

                          

                        	 
	 	 	     
	 	 	 
	
                          (Seal)

                        	 	 


                

              

            

          

        

      



    


     

     

    


    
      
        
           


        

        
          Exhibit
IV-1-2

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
IV-2

     

    FORM OF POWER OF ATTORNEY TO
SELLER

     

    Know All
Men by These Presents, that Goldman Sachs Mortgage Company (“Buyer”) does hereby
appoint Capital Trust, Inc. (“Seller”), its
attorney-in-fact to act in Buyer’s name, place and stead in any way which Buyer
could with respect to modifications described below, to mortgage loan documents
with respect to Purchased Loans sold by Seller to Buyer under that certain
Amended and Restated Master Repurchase Agreement, dated as of August 15,
2006  (as amended from time to time, including by the Amended and
Restated Annex I dated as of October 30, 2007, the “Repurchase
Agreement”).  Capitalized terms used herein and not otherwise
defined shall have the meanings given such terms in the Repurchase
Agreement.

     

    Seller is
permitted to administer and service the Purchased Loans without the consent of
Buyer, any assignee or any other Person, pursuant to this power of attorney
delivered by Buyer, which power of attorney shall not be revoked by Buyer unless
a Seller Event of Default under the Repurchase Agreement has occurred and is
then continuing.  Notwithstanding the foregoing, Seller shall not
consent or assent to a Significant Modification to or any extension or
termination of any note, loan agreement, mortgage, pledge agreement or guaranty
relating to the Purchased Loans or other material agreement or instrument
relating to the Purchased Loans without the prior written consent of
Buyer.  All waivers or material actions entered into or taken in
respect of the Purchased Loans pursuant to this power of attorney shall be in
writing.  Seller shall notify Buyer and the Custodian, in writing, of
any waiver or other action entered into or taken thereby in respect of any such
Purchased Loan pursuant to this power of attorney, and shall deliver to
Custodian (with a copy to Buyer) for deposit in the related Purchased Loan File,
an original counterpart of the agreement, if any, relating to such waiver or
other action, within three (3) Business Days following the execution
thereof.  Actions taken under the foregoing power of attorney shall be
binding upon each holder of the Purchased Loans.

     

    “Purchased Loan” shall
mean any loan or other mezzanine investment sold by Seller to Buyer and any
additional assets delivered by Seller to Buyer pursuant to the Repurchase
Agreement.

     

    “Significant
Modification” shall mean any modification or amendment of a Purchased
Loan which:

     

    (i)            reduces
the principal amount of the Purchased Loan in question other than (1) with
respect to a dollar-for-dollar principal payment or (2) reductions of
principal to the extent of deferred, accrued or capitalized interest added to
principal which additional amount was not taken into account by Buyer in
determining the related Purchase Price,

     

    (ii)            increases
the principal amount of a Purchased Loan other than increases which are derived
from accrual or capitalization of deferred interest which is added to principal
or protective advances,

     

    (iii)            modifies
the payments of principal and interest when due of the Purchased Loan in
question,

     

    (iv)            changes
the frequency of scheduled payments of principal and interest in respect of a
Purchased Loan,

     

    
      
        
        

      

      
        Exhibit
IV-2-1

        
          

        

      

      
        
        

      

    

     

    (v)            subordinates
the lien priority of the Purchased Loan or the payment priority of the Purchased
Loan other than subordinations expressly required under the then existing terms
and conditions of the Purchased Loan (provided, however, the
foregoing shall not preclude the execution and delivery of subordination,
nondisturbance and attornment agreements with tenants, subordination to tenant
leases, easements, plats of subdivision and condominium declarations and similar
instruments which in the commercially reasonable judgment of Seller do not
materially adversely affect the rights and interest of the holder of the
Purchased Loan in question),

     

    (vi)            releases
any collateral for the Purchased Loan other than releases required under the
then existing Purchased Loan Documents or releases in connection with eminent
domain or under threat of eminent domain,

     

    (vii)            waives,
amends or modifies any cash management or reserve account requirements of the
Purchased Loan other than changes required under the then existing Purchased
Loan Documents, or

     

    (viii)            waives
any due-on-sale or due-on-encumbrance provisions of the Purchased Loan other
than waivers required to be given under the then existing Purchased Loan
Documents.

     

    


    
      
        
           


        

        
          Exhibit
IV-2-2

          
            

          

        

        
           


        

      

    

    


    THIS
POWER OF ATTORNEY MAY BE REVOKED BY BUYER BY DELIVERY OF WRITTEN NOTICE TO
SELLER DURING THE CONTINUANCE OF ANY EVENT OF DEFAULT UNDER THE REPURCHASE
AGREEMENT.  IF THIS POWER OF ATTORNEY HAS NOT BEEN REVOKED AND IF
REQUESTED BY SELLER, BUYER WILL PROMPTLY CONFIRM IN WRITING TO SELLER, AND ANY
OTHER PERSON OR ENTITY REASONABLY DESIGNATED BY SELLER, THAT THIS POWER OF
ATTORNEY HAS NOT BEEN REVOKED AND IS IN FULL FORCE AND EFFECT.

     

    IN
WITNESS WHEREOF Seller has caused this Power of Attorney to be executed and the
Buyer’s seal to be affixed this 30th day
of October, 2007.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                	 	 	 	 	 	 
	 	
                                                                                                                                                                                        GOLDMAN SACHS MORTGAGE
      COMPANY,
a
      New York limited partnership

                                                                                                                                                                                      
	 	 
	 	
                                                                                                                                                                                        By:  

                                                                                                                                                                                      	
                                                                                                                                                                                        Goldman Sachs Real Estate
      Funding Corp.,
its
      general partner

                                                                                                                                                                                      
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
                                                                                                                                                                                        By:  

                                                                                                                                                                                      	
                                                                                                                                                                                         

                                                                                                                                                                                      	 
	 	 	 	Name:  	
                                                                                                                                                                                           

                                                                                                                                                                                      	 
	 	 	 	Title:  	
                                                                                                                                                                                         

                                                                                                                                                                                      	 


                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

    


    
      
        
           


        

        
          Exhibit
IV-2-3

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
V

     

    REPRESENTATIONS
AND WARRANTIES

    REGARDING THE PURCHASED
LOANS

     

    


     

    With
respect to each Purchased Loan, Seller represents and warrants on each Purchase
Date as follows, other than as set forth on the exception report provided to
Buyer in accordance with the Agreement:

    


    1.            Ownership of Purchased
Loans.  Immediately prior to the transfer to Buyer of the
Purchased Loan, Seller had good title to, and was the sole owner of, the
Purchased Loan.  Seller has full right, power and authority to
transfer and assign the Purchased Loans to or at the direction of Buyer and has
validly and effectively conveyed (or caused to be conveyed) to Buyer or its
designee all of Seller’s legal and beneficial interest in and to the Purchased
Loan free and clear of any and all pledges, liens, charges, security interests
and/or other encumbrances.  The sale of the Purchased Loan to Buyer or
its designee does not require Seller to obtain any approval or consent that has
not been obtained.  No Purchased loan sold to Buyer hereunder was
acquired by Seller from an Affiliate of Seller unless otherwise approved by
Buyer in writing.

    


    2.            Additional
Representations: As to each Purchased Loan that is a Mortgage Loan or a
First Mortgage B-Note and to the extent applicable, each Mezzanine Loan and
Other Mezzanine Investment and the related Mortgaged Properties on a Purchase
Date and each date on which Market Value is determined, Seller shall be deemed
to make the following representations and warranties to Buyer as of such
date:

    


    (a)          Purchased Loan
Schedule and Purchased Loan Information.  The information
set forth in the Purchased Loan Schedule and the Purchased Loan Information
is complete, true and correct in all material respects.

     

    (b)          Payment
Record.  The Purchased Loan has not been since the date of
origination, and currently is not, thirty (30) or more days delinquent, and the
underlying obligor is not in default thereunder beyond any applicable grace
period for the payment of any obligation to pay principal and interest, taxes,
insurance premiums and required reserves.

     

    (c)          Purchased Loan Document
Status.  (i) The Purchased Loan Documents have been, to
the extent necessary, duly and properly executed, and the Purchased Loan
Documents, to the extent applicable, are legal, valid and binding obligations of
the underlying obligor, and their terms are enforceable against the underlying
obligor, subject only to bankruptcy, insolvency, moratorium, fraudulent
transfer, fraudulent conveyance and similar laws affecting rights of creditors
generally and to the application of general principles of
equity;  (ii) the Purchased Loan Documents contain customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against each related Mortgaged Property of
the material benefits of the security, including realization by judicial or, if
applicable, non-judicial foreclosure, and there is no exemption available to the
underlying obligor which would materially interfere with such right to
foreclosure; and (iii) there is no valid defense, counterclaim or right of
offset or rescission available to the related underlying obligor with respect to
any Purchased Loan Document.

     

    
      
        
        

      

      
        Exhibit
V-1

        
          

        

      

      
        
        

      

    

     

    (d)          Title
Insurance.  Each Mortgaged Property is covered by an American
Land Title Association (or an equivalent form thereof as adopted in the
applicable jurisdiction) owner’s and lender’s title insurance policy (the “Title
Policy”) in the original principal amount of the related Purchased Loan after
all advances of principal.  Each lender’s Title Policy insures that
the related Mortgage is a valid first or second, as applicable, priority lien on
such Mortgaged Property, subject only to (i) the lien of current real
property taxes, ground rents, water charges, sewer rents and assessments not yet
due and payable; (ii) covenants, conditions and restrictions, rights of
way, easements and other matters of public record, none of which, individually
or in the aggregate, in the reasonable judgment of Seller, materially interferes
with the current use of the related Mortgaged Property or the security intended
to be provided by such Mortgage or with the underlying obligor’s ability to pay
its obligations when they become due or the value of the related Mortgaged
Property; (iii) the exceptions (general and specific) set forth in such
policy, none of which, individually or in the aggregate, in the reasonable
judgment of Seller, materially interferes with the current use of the related
Mortgaged Property or security intended to be provided by such Mortgage, with
the underlying obligor’s ability to pay its obligations when they become due or
the value of the related Mortgaged Property; and (iv) in the event such
Title Policy has yet to be issued, an escrow letter or a marked up title
insurance commitment on which the required premium has been paid exists which
evidences that such Title Policy will be issued.  Each Title Policy
(or, if it has yet to be issued, the coverage to be provided thereby) is in full
force and effect, all premiums thereon have been paid and, to Seller’s
knowledge, no material claims have been made thereunder and no claims have been
paid thereunder.  No holder of the related Mortgage has done, by act
or omission, anything that would materially impair the coverage under such Title
Policy.  Immediately following the transfer and assignment of the
related Purchased Loan to Buyer, such Title Policy (or, if it has yet to be
issued, the coverage to be provided thereby) will inure to the benefit of Buyer
as its interest may appear without the consent of or notice to the
insurer.  In the case of a Mezzanine Loan, if obtained, an
Eagle 9 UCC Title Policy (“UCC Policy”) insures Seller’s security interest
in the equity interest pledged thereunder. Each UCC Policy insures that Seller
has a first priority perfected security interest in the pledged equity interests
and provides coverage in an amount equal to the original principal amount of the
related Purchased Loan and immediately following the transfer and assignment of
the related Purchased Loan to Buyer, such UCC Policy (or, if it has yet to be
issued, the coverage to be provided thereby) will inure to the benefit of Buyer
as its interest may appear without the consent of or notice to the
insurer.

     

    (e)          No Mechanics’
Liens.  There are no mechanics’, materialman’s or other similar
liens or claims which have been filed for work, labor or materials affecting the
Mortgaged Property which are or may be liens prior to, or equal or coordinate
with, the lien of the Mortgage, unless such lien is insured against under the
related title insurance policy.

     

    (f)          Insurance.  Each
Mortgaged Property, including any buildings or other improvements thereon, is,
and is required pursuant to the related Mortgage to be, insured by (a) a
fire and extended perils insurance policy issued by an insurer meeting the
requirements of such Purchased Loan providing coverage against loss or damage
sustained by reason of fire, lightning, windstorm, hail, explosion, riot, riot
attending a strike, civil commotion, terrorism, aircraft, vehicles and smoke,
and, to the extent required as of the date of origination by the originator of
such Purchased Loan consistent with its normal commercial mortgage lending
practices, against other risks, insured against by persons operating like
properties in the locality of the Mortgaged Property in an amount not less than
the replacement cost of the Mortgaged Property; (b) a business interruption
or rental loss insurance policy, in an amount generally required by
institutional lenders for similar properties (including coverage for terrorism);
(c) a flood insurance policy (if any portion of the Mortgaged Property is
located in an area identified by the Federal Emergency Management Agency as
having special flood hazards) and (d) a comprehensive general liability
insurance policy in amounts as are generally required by commercial mortgage
lenders.  Such insurance policy contains a standard mortgagee clause
that names Seller as an additional insured and that requires at least thirty
days’ (in the case of termination or cancellation other than for nonpayment of
premiums) and at least ten days’ (in the case of termination or cancellation for
nonpayment of premiums) prior notice to the holder of the Mortgage, and no such
notice has been received, including any notice of nonpayment of premiums, that
has not been cured.  The Purchased Loan Documents obligate the
underlying obligor to maintain or cause to be maintained all such insurance and,
at the underlying obligor’s failure to do so, authorize the holder of the
Mortgage to maintain such insurance at the underlying obligor’s cost and expense
and to seek reimbursement therefor from such underlying obligor.

     

    
      
        
        

      

      
        Exhibit
V-2

        
          

        

      

      
        
        

      

    

     

    (g)          Condition of the Property;
Condemnation.  No building or other improvement on any
Mortgaged Property has been affected in any material manner or suffered any
material loss as a result of any fire, wind, explosion, accident, riot, war, or
act of God or the public enemy, and each Mortgaged Property is free of any
material damage that would affect materially and adversely the value of the
Mortgaged Property as security for the Purchased Loan and is in good
repair.  Seller has neither received notice, nor is otherwise aware,
of any proceedings pending for the total condemnation of any Mortgaged Property
or a partial condemnation of any portion material to the related underlying
obligor’s ability to perform its obligations under the related Purchased
Loan.

     

    (h)          Encroachments;
Zoning.  None of the improvements located on any Mortgaged
Property lies outside of the boundaries and building restriction lines of the
Mortgaged Property, and no improvements on adjoining properties materially
encroach upon the Mortgaged Property except those which are insured against by
the title insurance policy (including endorsements thereto) issued in connection
with the Purchased Loan and all improvements on the Mortgaged Property comply
with the applicable zoning laws and/or set-back ordinances in force when
improvements were added.

     

    (i)          Compliance with Usury
Laws.  The Purchased Loan, and all parties involved in the
origination and servicing of the Purchased Loan, complied as of the date of
origination with, or is exempt from, applicable state or federal laws,
regulations and other requirements pertaining to usury.  Any and all
other requirements of any federal, state or local laws, including, without
limitation, truth-in-lending, real estate settlement procedures, equal credit
opportunity or disclosure laws, applicable to the Purchased Loan have been
complied with.

     

    (j)          Mortgage Status; Waivers and
Modifications.  Since the date of origination of the Purchased
Loan, the terms of the Purchased Loan have not been impaired, waived, altered,
satisfied, canceled, subordinated or modified in any respect (except with
respect to modifications the economic terms of which are reflected in the
Purchased Loan Schedule and which are evidenced by documents in the
Purchased Loan File delivered to the Custodian) and no portion of the Mortgaged
Property has been released from the lien of the Mortgage or other Purchased Loan
Document in any manner.

     

    (k)          Mortgage Recording
Taxes.  All applicable Mortgage recording taxes and other
filing fees have been paid in full or deposited with the issuer of the title
insurance policy issued in connection with the Mortgage Loan for payment upon
recordation of the relevant documents.

     

    (l)          Assignment of
Leases.  Each Assignment of Leases, if any, creates a valid
assignment of, or a valid first or second priority, as applicable, security
interest in the related underlying obligor’s interest in all leases, sub-leases,
licenses or other agreements pursuant to which any Person is entitle to occupy,
use or possess all of any portion of the related Mortgage, subject only to a
license granted to the relevant underlying obligor to exercise certain rights
and to perform certain obligations of the lessor under such leases, including
the right to operate the related Mortgage Property, subject only to those
exceptions described in clause (e) above.  No person other than
the relevant underlying obligor owns any interest in any payments due under such
leases that is superior to or of equal priority with the mortgagee’s interest
therein, subject only to those exceptions described in clause (d)
above.

     

    (m)          Underlying Representations
and Warranties.  Seller has taken no action, nor has the
underlying obligor taken any action, that would cause the representations and
warranties made by the underlying obligor in any of the Purchased Loan Documents
not to be true.

     

    
      
        
        

      

      
        Exhibit
V-3

        
          

        

      

      
        
        

      

    

     

    (n)          No
Holdbacks.  The proceeds of the Purchased Loan have been fully
disbursed and there is no obligation for future advances with respect
thereto.  With respect to each Purchased Loan, any and all
requirements as to completion of any on-site or off-site improvement and as to
disbursements of any funds escrowed for such purpose that were to have been
complied with on or before the Purchase Date have been complied with, or any
such funds so escrowed have not been released.

     

    (o)          Inspections.  Seller
or its representative has inspected or caused to be inspected each Mortgaged
Property within six (6) months preceding the related Purchase
Date.  The Purchased Loan File for Mortgaged Property constituting
real property includes a property survey, certified to Seller, its successors
and assigns, and the title insurance company, reciting that it is in accordance
with most recent minimum standards for title surveys as determined by the ALTA,
with the signature and seal of a licensed engineer or surveyor affixed
thereto.

     

    (p)          Contingent Interest;
Convertible Notes.  The Purchased Loan does not have a shared
appreciation feature, other contingent interest feature or negative
amortization.  The indebtedness evidenced by the Mortgage Note is not
convertible to an ownership interest in the Mortgaged Property or the Mortgage,
and Seller has not financed, nor does it own, directly or indirectly, any equity
of any form in the Mortgaged Property or the underlying obligor.  The
Mortgage Note or Mezzanine Note, as applicable, does not by its terms provide
for the capitalization or forbearance of interest.

     

    (q)          Cross-Collateralization;
Cross-Default.  The Purchased Loan is not cross-collateralized
or cross-defaulted with any other loan other than another Purchased Loan, is a
whole loan and contains no equity participation by the lender.

     

    (r)          Fraud.  No
fraudulent acts were committed by Seller in connection with the origination
process of the Purchased Loan.

     

    (s)          Taxes and
Assessments.  All taxes, water charges, sewer rates,
governmental assessments, insurance premiums, leasehold payments and any other
outstanding fees or charges that prior to the date of origination of the
Purchased Loan became due and owing in respect of the related Mortgaged Property
have been paid, or an escrow of funds in an amount sufficient to cover such
payments has been established or are insured against by the title insurance
policy issued in connection with the origination of the Purchased
Loan.

     

    (t)          No Material
Default.  No loan is a Defaulted Loan and there is no material
default, breach, violation or event of acceleration existing under any of the
Purchased Loan Documents and Seller has not received actual notice of any event
(other than payments due but not yet delinquent) which, with the passage of time
or with notice and the expiration of any grace or cure period, would and does
constitute a default, breach, violation or event of acceleration; no waiver of
the foregoing exists and no person other than the holder of the Mortgage Note or
Mezzanine Note, as the case may be, may declare any of the
foregoing.

     

    (u)          Environmental
Conditions.  With respect to each Mortgaged Property, an
environmental site assessment was conducted by a licensed qualified
engineer.  Seller has reviewed each such report and
update.  Where such environmental report disclosed the existence of a
material and adverse environmental condition or circumstance affecting any
Mortgaged Property, (i) a party not related to the underlying obligor was
identified as the responsible party for such condition or circumstance,
(ii) the related underlying obligor was required either to provide
additional security and/or to obtain an operations and maintenance plan or
(iii) the related underlying obligor provided evidence that applicable
federal, state or local governmental authorities would not take any action, or
require the taking of any action, in respect of such condition or
circumstance.  The related Purchased Loan Documents contain provisions
pursuant to which the related underlying obligor or a principal of such
underlying obligor has agreed to indemnify the mortgagee for damages resulting
from violations of any applicable environmental laws.  Seller, having
made no independent inquiry other than reviewing the environmental reports and
updates referenced herein and without other investigation or inquiry, has no
knowledge of any material and adverse environmental condition or circumstance
affecting any Mortgaged Property that was not disclosed in the related report
and/or update.  Each Mortgage requires the related Mortgagor to comply
with all applicable federal, state and local environmental laws and regulations
in all material respects.  Seller has not received any actual notice
of a material violation of the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, or any applicable federal,
state or local environmental law with respect to any Mortgaged Property that was
not disclosed in the related report and/or update.  Seller has not
taken any actions which would cause any Mortgaged Property not to be in
compliance with all federal, state and local laws pertaining to environmental
hazards.

     

    
      
        
        

      

      
        Exhibit
V-4

        
          

        

      

      
        
        

      

    

     

    (v)          Acceleration.  The
Purchased Loan Documents contain provisions for the acceleration of the payment
of the unpaid principal balance of the Purchased Loan if (A) the underlying
obligor voluntarily transfers or encumbers all or any portion of any related
Mortgaged Property; or (B) any direct or indirect interest in underlying
obligor is voluntarily transferred or assigned, other than, in each case, as
permitted under the terms and conditions of the Purchased Loan
Documents.

     

    (w)          Actions Concerning Purchased
Loans.  There is no pending action, suit or proceeding,
arbitration or governmental investigation against the underlying obligor or any
Mortgaged Property an adverse outcome of which is reasonably likely to result in
a Material Adverse Effect.

     

    (x)          Servicing.  The
servicing and collection practices used by Seller, and the origination practices
of Seller, to the extent applicable, have been in all respects legal, proper and
prudent and have met customary industry standards.

     

    (y)          Assignability.  In
connection with the assignment, transfer or conveyance of any individual
Mortgage, the Mortgage Note and Mortgage contain no provision limiting the right
or ability of Seller to assign, transfer and convey the Mortgage to any person
or entity.

     

    (z)          Buyer under a Deed of
Trust.  If a Mortgage is a deed of trust, a trustee, duly
qualified under applicable law to serve as such, has been properly designated
and currently so serves and is named in the deed of trust, and no fees or
expenses are or will become payable to the trustee under the deed of trust,
except in connection with the sale or release of the Mortgaged Property
following default or payment of the Purchased Loan.

     

    (aa)          Insurance
Proceeds.  The Mortgage provides that any insurance proceeds in
respect of a casualty loss or taking will be applied either to the repair or
restoration of all or part of the related Mortgaged Property, with the mortgagee
or a trustee appointed by it having the right to hold and disburse such proceeds
(provided that such proceeds exceed the threshold amount described in the loan
documents) as the repair or restoration progresses, or to the payment of the
outstanding principal balance of the Purchased Loan together with any accrued
interest thereon, except to the extent of any excess proceeds after
restoration.

     

    (bb)          Flood
Zone.  No Mortgaged Property is located in a special flood
hazard area as defined by the Federal Emergency Management Agency or if it is,
flood insurance is required and has been received under the
Mortgage.

     

    (cc)          Ground
Lease.  No Mortgage is secured in whole or in part by the
interest of a borrower as a lessee under a ground lease.

     

    (dd)          Certificate of
Occupancy.  Certificates of occupancy and building permits, as
applicable, have been issued with respect to Mortgaged Property.

     

    
      
        
        

      

      
        Exhibit
V-5

        
          

        

      

      
        
        

      

    

     

    (ee)          Escrow
Deposits.  Any escrow accounts for taxes or other reserves
required to be funded on the date of origination of the Purchased Loan pursuant
to the Purchased Loan Documents have been funded and all such escrow accounts
required to have been funded as of the Purchase Date (taking into account any
applicable notice and grace period) have been funded.

     

    (ff)          Valid Assignment of
Mortgage.  The related Assignment of Mortgage constitutes a
legal, valid and binding assignment of such Mortgage to Buyer, and the related
reassignment of Assignment of Leases, rents and profits, if any, constitutes a
legal, valid and binding assignment thereof to Buyer.

     

    (gg)          Related
Collateral.  The related Mortgage Note, Mezzanine Note or
B-Note, as applicable, is not, and has not been since the date of origination of
the Purchased Loan, secured by any collateral except the lien of the related
Mortgage, any related Assignment of Leases, any related security agreement and
escrow agreement or other applicable Purchased Loan Document; and the related
Mortgaged Property or Properties or other securities, as applicable, do not
secure any loan other than the Purchased Loan being sold to Buyer hereunder
(except for Purchased Loans, if any, which are cross-collateralized with other
Purchased Loans being conveyed to Buyer hereunder and identified on the
Purchased Loan Schedule).

     

    (hh)          Licenses and
Permits.  As of the date of origination of the Purchased Loan,
the related underlying obligor was in possession of all material licenses,
permits and franchises required by applicable law for the ownership and
operation of the related Mortgaged Property as it was then
operated.

     

    (ii)          Improvements;
Origination.  The Purchased Loan is directly (or in the case of
an participation interest, indirectly) secured by a first or second lien on one
or more parcels of real estate upon which is located one or more multifamily or
commercial structures; and the Purchased Loan was originated by a savings and
loan association, savings bank, commercial bank, credit union, insurance
company, or similar institution which is supervised and examined by a Federal or
State authority, or by a mortgagee approved by the Secretary of Housing and
Urban Development pursuant to Sections 203 and 211 of the National Housing
Act.

     

    (jj)          Tenants.  As
to each Purchased Loan secured by Mortgaged Property which is leased to
tenants:

     

    (i)          the
Mortgaged Property is not subject to any leases other than the leases described
in the rent roll contained in the Purchased Loan Documents (hereinafter referred
to as the “Leases”), and such rent roll is accurate and complete in all material
respects, including description of the rent and term and any extraordinary
rights of tenants (such as option, rights of first refusal and rights of
termination).  No Person has any possessory interest in the Mortgaged
Property or right to occupy the same except under and pursuant to the provisions
of the Leases.  Each Lease of all or any portion of the Mortgaged
Property is subordinate to the Mortgage, unless otherwise approved by
Buyer;

     

    (ii)          each
such commercial tenant is conducting business, and each such residential tenant
is residing, only in that portion of the Mortgaged Property covered by its
lease; (B) no leases contain any option to purchase, any right of first
refusal to lease or purchase, any right to terminate the lease or vacate the
premises prior to expiration of the lease term, or any other similar provisions
which adversely affect the Mortgaged Property or which might adversely affect
the rights of any holder of the Purchased Loan;

     

    (iii)          no
Lease contains a non-disturbance or similar recognition agreement;

     

    
      
        
        

      

      
        Exhibit
V-6

        
          

        

      

      
        
        

      

    

     

    (iv)          (A) except
as otherwise disclosed to Buyer in writing, there are no prior recorded
assignments of the Leases or of any portion of the rents, additional rents,
charges, issues or profits due and payable or to become due and payable
thereunder (hereinafter collectively referred to as the “Rents”) which are now
outstanding and have priority over the assignment of leases contained in the
Purchased Loan Documents and given in connection with the Purchased Loan;
(B) except as may be disclosed in the rent roll contained in the Purchased
Documents, no tenant is more than twenty-nine (29) days delinquent in the
payment of rent nor in default under any material provision of its Lease, all
material conditions and obligations on the underlying obligor’s part to be
fulfilled under the terms of any Lease of the Mortgaged Property have been
satisfied or fully performed, and all Leases are in full force and effect; and
(C)  each Lease provides for payment of rent by check on a monthly basis;
no tenant has advanced more than one (1) month’s payment under any Lease; and no
Person affiliated with the underlying obligor is a tenant under any Lease;
and

     

    (v)          the
underlying obligor is the owner and holder of the landlord’s interest under any
leases, and the related Mortgage and assignment of leases, rents and profits, if
any, provides for the appointment of a receiver for rents or allows the
mortgagee to enter into possession to collect rent or provide for rents to be
paid directly to mortgagee in the event of a default, subject to the exceptions
described in clause (e) of this Exhibit V.

     

    (kk)          Bankruptcy.  Seller
has not been served with notice that any underlying obligor is a debtor in any
state or federal bankruptcy or insolvency proceeding.

     

    (ll)          Access; Separate Tax
Parcels.  At the time of origination, (i) all amenities,
access routes or other items crucial to the related appraised value of the
Mortgaged Property were under the direct control of the underlying obligor or,
subject to easements for the benefit of the underlying obligor, are public
property; and (ii) the Mortgaged Property was contiguous to a physically
open, dedicated all-weather public street, had all necessary permits and
approvals for ingress and egress, was adequately serviced by public water, sewer
systems and utilities and was on a separate Tax parcel, separate and apart from
any other property owned by the underlying obligor or any other
person.  The Mortgaged Property has all necessary access by public
roads or by easements which in each case are not terminable and are not
subordinated to any mortgage other the related Mortgage.

     

    (mm)       Appraisal.  The
Purchased Loan File contains an Appraisal that is signed by a licensed
appraiser, duly appointed by Seller, who, to Seller’s knowledge, had no
interest, direct or indirect, in the Mortgaged Property or in any loan made on
the security thereof, and whose compensation is not affected by the approval or
disapproval of the Purchased Loan, and the Appraisal and appraiser both satisfy
the requirements of Title XI of the Federal Institutions Reform, Recovery,
and Enforcement Act of 1989 and the regulations promulgated thereunder, all as
in effect on the date the Purchased Loan was originated.

     

    (nn)          Junior
Liens.  The Purchased Loan does not permit the related
Mortgaged Property to be encumbered by any lien junior to or of equal priority
with the lien of the related Mortgage without the prior written consent of the
holder thereof or the satisfaction of debt service coverage or similar criteria
specified therein.  To Seller’s knowledge, except as disclosed, the
related Mortgaged Property is not encumbered by any lien junior to the lien of
the related Mortgage.  The Purchased Loan contains a “due on sale”
clause that provides for the acceleration of the payment of the unpaid principal
balance of the Purchased Loan if, without the prior written consent of the
holder of the Purchased Loan, the related Mortgaged Property is transferred or
sold.

     

    (oo)          Defeasance.  Any
Purchased Loan containing provisions for defeasance of mortgage collateral
either (i) requires the prior written consent of, and compliance with the
conditions set by, the holder of the Purchased Loan, or (ii) requires that
(A) defeasance may not occur prior to the time permitted by applicable
“real estate mortgage investment conduit” rules and regulations (if applicable),
(B) the replacement collateral consist of U.S. governmental securities in
an amount sufficient to make all scheduled payments under the Mortgage Note when
due, (C) independent public accountants certify that the collateral is
sufficient to make such payments, (D) counsel provide an opinion that Buyer
has a perfected security interest in such collateral prior to any other claim or
interest, and (E) all costs and expenses arising from the defeasance of the
mortgage collateral shall be borne by the borrower.

     

    
      
        
        

      

      
        Exhibit
V-7

        
          

        

      

      
        
        

      

    

     

    (pp)          Operating or Financial
Statement.  The related Purchased Loan Documents require the
related borrower to furnish to the mortgagee at least annually an operating
statement with respect to the related Mortgaged Property.

     

    (qq)          No Advances of
Funds.  No party to the Purchased Loan Documents has advanced
funds on account of any default under the Purchased Loan or under the underlying
real property mortgage documents.

     

    (rr)          Perfection of Security
Interests.  A Uniform Commercial Code financing statement has
been filed and/or recorded in all places necessary to perfect a valid security
interest in such personal property, and such security interest is a first or
second priority security interest, subject to any prior purchase money security
interest in such personal property and any personal property leases applicable
to such personal property.  The pledge of ownership interests securing
any Purchased Loan that is a Mezzanine Loan relates to direct or indirect equity
or ownership interests in the underlying real property owner and has been fully
perfected in favor of Seller as mezzanine lender.  To the extent the
pledged ownership interests have not been certificated pursuant to the terms of
any Purchased Loan that is a Mezzanine Loan, the terms of such Mezzanine Loan
and the related organizational documents of the underlying real property owner
prohibit the subsequent certification thereof.

     

    (ss)          Lockbox.  The
lockbox administrator with respect to the related Purchased Loan, if any, is not
an Affiliate of Seller.

     

    (tt)          No Plan
Assets.  The borrower under the Purchased Loan does not, and
would not be deemed to, hold Plan Assets at any time.

     

    


     

    


    


    
      
        
           


        

        
          Exhibit
V-8

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
VI

     

    FORM OF
AMENDED AND RESTATED BLOCKED ACCOUNT AGREEMENT

     

     

    Amended and Restated Blocked
Account Agreement

     

    


    


     

    October        ,
2007

     

    PNC Bank,
National Association

    Treasury
Management

    Two PNC
Plaza, 31st Floor

    620
Liberty Avenue

    Pittsburgh,
PA 15222

    Attn:
Jacqueline Rizzo

     

    
      	
               
      

            	
              Re:

            	
              Blocked
      Account established by Capital Trust, Inc. (“Seller”) and
      Midland Loan Services, Inc. (“Servicer”)
      pursuant to the Amended and Restated Master Repurchase Agreement dated as
      of August 15, 2006 and the Master Repurchase Agreement dated as of
      October 30, 2007 (each as amended, supplemented or otherwise modified from
      time to time, the “Repurchase
      Agreement”) among the Seller and Goldman Sachs Mortgage Company
      (“Buyer”)

            


    

     

    Ladies
and Gentlemen:

     

    We refer
to the collection account established by the Seller and the Buyer, pursuant to
the Repurchase Agreement, at PNC Bank, National Association (“Depository Bank”),
entitled “Goldman Sachs Mortgage Company, as Buyer under that certain Amended
and Restated Master Repurchase Agreement, dated August 15, 2006” Account
No. 1015527379, ABA # 043000096, PNC Bank, Pittsburgh, PA, (the “Blocked
Account”).  This Blocked Account Agreement amends and restates
that certain Amended and Restated Blocked Account Agreement between the parties
dated August 15, 2006.  Capitalized terms used but not defined herein
have the meanings ascribed to such terms in the Repurchase
Agreement.  In the event of a conflict between the terms of the
Repurchase Agreement or any Transaction entered into thereunder and this Blocked
Account Agreement, the Repurchase Agreement shall
prevail.  Notwithstanding the previous sentence, this Blocked Account
Agreement will govern and control the performance of Depository
Bank.

     

    1.           Seller
shall, and shall cause Servicer, from time to time, to deposit or cause to be
deposited directly into, or if applicable, remitted directly from the applicable
underlying collection account to, the Blocked Account all Income (including
Principal Payments) with respect to the Purchased Loans, which may include
payments in respect of associated Hedging Transactions pledged to Buyer and
related to the Purchased Loans.  Buyer has established a repurchase
arrangement with Seller.  By its execution of this letter, Seller
acknowledges that it has transferred all of Seller’s right, title and interest
in and to the Blocked Account and any funds from time to time on deposit
therein, that such funds are received by Depository Bank for Buyer and are for
application against Seller’s liabilities to Buyer under the Repurchase
Agreement.

     

    
      
        
        

      

      
        Exhibit
VI-1

        
          

        

      

      
        
        

      

    

     

    2.           Funds
in the Blocked Account shall be remitted in accordance with the most recent
instructions originated by Buyer without the further consent of Seller (the
“Distribution
Instructions”), which Buyer agrees, for the benefit of Seller only, shall
be in compliance with the provisions of the Repurchase
Agreement.  Until Depository Bank shall receive contrary instructions
from Buyer, on each Business Day, Depository Bank shall remit funds on deposit
in the Blocked Account to the account of Seller as set forth in Schedule A
hereto.

     

    3.           Buyer
shall deliver the Distribution Instructions to Depository Bank, Seller and
Servicer by facsimile by no later than 12:00 p.m. (New York City time) on
the Business Day prior to each Remittance Date.

     

    4.           Depository
Bank may rely upon any Distribution Instructions originated by Buyer, and
Depository Bank shall not have any liability to Buyer for actions taken in
reliance on such Distribution Instructions.  All distributions made by
the Servicer pursuant to this Section 4 shall be (subject to any decree of
any court of competent jurisdiction) final, and Servicer shall have no duty to
inquire as to the application by Buyer of any amounts distributed to
it.

     

    5.           The
Blocked Account shall be an interest bearing account.  All income and
gains from the investment of funds in the Blocked Account shall be retained in
the Blocked Account until disbursed in accordance with Section 2
hereof.  As between Seller and Buyer, Seller shall treat all income,
gains and losses from the investment of amounts in the Blocked Account as its
income or loss for federal, state and local income tax purposes.

     

    6.           The
Blocked Account shall be subject to the sole control of Buyer and, neither
Seller nor Servicer shall have any right of withdrawal from the Blocked Account
or any right to deliver instructions to Depository Bank in respect of the
Blocked Account. Depositary Bank shall
accept Distribution Instructions only from Buyer at all times and shall comply
with all instructions of Buyer without any further consent of Seller or Servicer
being required.

     

    7.           The
undersigned parties agree:  (a) that Depository Bank will not
exercise any right of set off, banker’s lien or any similar right in connection
with such funds, provided that Depository Bank may set off against the Blocked
Account for fees and expenses payable hereunder, for returned deposit items and
for adjustments and corrections in respect of transactions in the Blocked
Account, including, without limitation, returned checks and other deposits with
respect to which Depository Bank fails to receive final payment or settlement;
(b) that Depository Bank shall not withdraw, transfer or otherwise dispose
of funds from the Blocked Account or permit any other person or entity to
withdraw, transfer or otherwise dispose of funds in the Blocked Account except
in accordance with the terms of Section 2 hereof, the Distribution
Instructions originated by Buyer, and the terms of this Section 7;
(c) that for the purposes of the Uniform Commercial Code as in effect from
time to time in the State of New York (the “UCC”), the Blocked
Account is a “deposit account”, as defined in Article 9 of the UCC; and
(d) upon receipt of written notice of any lien, encumbrance or adverse
claim against the Blocked Account or any funds credited thereto, Depository Bank
will make reasonable efforts promptly to notify Seller, Buyer and Servicer
thereof.  The undersigned further agree that if there are insufficient
collected funds in the Blocked Account to cover the amount of any returned check
or other adjustment or correction to be debited thereto, Seller shall repay
Depository Bank the amount of such debit immediately upon demand.  If
Seller fails to so repay Depository Bank, then, only after the occurrence and
continuance of a Seller Event of Default under the Repurchase Agreement, Buyer
shall repay Depository Bank for such debit immediately upon demand to the extent
that Buyer received the proceeds of the check or other deposit or credit to
which the debit relates.

     

    
      
        
        

      

      
        Exhibit
VI-2

        
          

        

      

      
        
        

      

    

     

    8.           In
the event of a conflict between this Blocked Account Agreement and any other
agreement between Depository Bank and Seller, the terms of this Blocked Account
Agreement will prevail.

     

    9.           This
Blocked Account Agreement shall continue in effect until Buyer has notified
Depository Bank in writing that this Blocked Account Agreement is
terminated.  Notwithstanding the foregoing, Depository Bank may
terminate this Blocked Account Agreement upon thirty (30) days written notice to
the other parties; provided that it may terminate this Blocked Account Agreement
immediately upon prior written notice to the Buyer and Seller, in the event
Depository Bank has a reasonable basis to suspect fraud or other illegal
activity in connection with the Blocked Account or this Blocked Account
Agreement. In the event of immediate termination by Depository Bank, Depository
Bank shall transfer all funds in the Blocked Account to Buyer or to its
designee, as directed in writing by Buyer.

     

    10.           This
Blocked Account Agreement and the instructions and notices required or permitted
to be executed and delivered hereunder set forth the entire agreement of the
parties with respect to the subject matter hereof and supersede any prior
agreement and contemporaneous oral agreements of the parties concerning its
subject matter.

     

    11.           No
amendment, modification or (except as otherwise specified in Section 9
above) termination of this Blocked Account Agreement, nor any assignment of any
rights hereunder (except to the extent contemplated under Section 13
below), shall be binding on any party hereto unless it is in writing and is
signed by each of the parties hereto, and any attempt to so amend, modify,
terminate or assign except pursuant to such a writing shall be null and
void.  No waiver of any rights hereunder shall be binding on any party
hereto unless such waiver is in writing and signed by the party against whom
enforcement is sought.

     

    12.           If
any term or provision set forth in this Blocked Account Agreement shall be
invalid or unenforceable, the remainder of this Blocked Account Agreement, other
than those provisions held invalid or unenforceable, shall be construed in all
respects as if such invalid of unenforceable term or provision were
omitted.

     

    13.           The
terms of this Blocked Account Agreement shall be binding upon, and shall inure
to the benefit of, the parties hereto and their respective corporate
successors.  This Blocked Account Agreement may be assigned by Buyer,
Seller and Servicer to any assignee of Buyer, Seller or Servicer, respectively,
permitted under the Repurchase Agreement, provided that written notice thereof
is given by the applicable assignor to Depository Bank.

     

    14.           This
Blocked Account Agreement may be executed in any number of counterparts, all of
which shall constitute one and the same instrument, and any party hereto may
execute this Blocked Account Agreement by signing and delivering one or more
counterparts.

     

    15.           This
Blocked Account Agreement shall be governed by and construed in accordance with
the law of the State of New York.  The parties agree that New York is
the “bank’s jurisdiction” for purposes of the UCC.

     

    16.           Depository
Bank may rely, and Depository Bank shall be protected in acting, or refraining
from acting, upon any notice (including but not limited to electronically
confirmed facsimiles of such notice) believed by Depository Bank to be genuine
and to have been given by the proper party or parties.

     

    
      
        
        

      

      
        Exhibit
VI-3

        
          

        

      

      
        
        

      

    

     

    17.           Depository
Bank’s duties and obligations shall be determined solely by the provisions of
this Blocked Account Agreement, and Depository Bank shall not be liable except
for the performance of its duties and obligations as are set forth
herein.  Depository Bank shall have no obligation to review, or
confirm that any actions taken pursuant to this Agreement comply with, any other
agreement or document.  Depository Bank shall have no liability to any
party to this Blocked Account Agreement or to any other party arising out of or
in connection with this Blocked Account Agreement other than for its gross
negligence or willful misconduct.  Substantial compliance by
Depository Bank with its standard procedures for the services Depository Bank is
providing hereunder shall be deemed to be the exercise by it of ordinary
care.  In no event shall Depository Bank be liable for any lost
profits or for any indirect, special, consequential or punitive damages even if
advised of the possibility or likelihood of such damages.

     

    18.           Seller
agrees to indemnify, defend and hold harmless Depository Bank and its affiliates
and parent(s) and its and their respective officers, directors, employees,
representatives and agents (each an “Indemnified Party”)
from and against all liabilities, losses, claims, damages, demands, costs and
expenses of every kind (“Losses”) including,
without limitation, Losses incurred as a result of items being deposited in the
Blocked Account and being unpaid for any reason, reasonable attorney’s fees and
the reasonable charges of Depository Bank’s in-house counsel, incurred or
sustained by any Indemnified Party arising out of Depository Bank’s performance
of the services contemplated by this Blocked Account Agreement, except to the
extent such Losses are the direct result of the gross negligence or willful
misconduct of Depository Bank.

     

    19.           If
at any time Depository Bank is served with legal process, which it in good faith
believes prohibits the disbursement of the funds deposited in the Blocked
Account, then Depository Bank shall have the right (i) to place a hold on
the funds in the Blocked Account until such time as it receives an appropriate
court order or other assurance satisfactory to it as to the disposition of the
funds in the Blocked Account, or (ii) to commence, at Seller’s expense, an
interpleader action in any competent Federal or State Court located in the
Commonwealth of Pennsylvania, and otherwise to take no further action except in
accordance with joint written instructions from Seller and Buyer or in
accordance with the final order of a competent court, served on Depository
Bank.

     

    20.           All
bank statements in respect of the Blocked Account shall be sent to Buyer and
Seller as follows:

     

    Seller:

    


    Capital
Trust, Inc.

    410 Park
Avenue, 14th Floor

    New York,
New York 10022

    Attn:  Mr.
Geoffrey G. Jervis, Chief Financial Officer

    


    Buyer:

    


    Goldman
Sachs Mortgage Company

    One New
York Plaza

    46th
Floor

    New York,
New York  10004

    Attn:  Anthony
Preisano

     

    
      
        
        

      

      
        Exhibit
VI-4

        
          

        

      

      
        
        

      

    

    
 

    All
notices to Depository Bank are to be sent to:

    


    PNC Bank, National
Association

    Treasury Management

    Two PNC Plaza, 31st Floor

    620 Liberty Avenue

    Pittsburgh, PA 15222

    Attn:  Risk Manager and
Jacqueline Rizzo

    


    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

     

     

    
 

    
      
        
           


        

        
          Exhibit
VI-5

          
            

          

        

        
           


        

      

    

    


    Kindly
acknowledge your agreement with the terms of this agreement by signing the
enclosed copy of this letter and returning it to the undersigned.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                        
                                                                                                                                                                                          
                                                                                                                                                                                            
                                                                                                                                                                                              
                                                                                                                                                                                                	 	 	 	 	 	 
	 	
                                                                                                                                                                                                        Very
      truly yours,

                                                                                                                                                                                                      
	 	 
	 	
                                                                                                                                                                                                        GOLDMAN SACHS MORTGAGE COMPANY,
      a New York limited partnership

                                                                                                                                                                                                      
	 	 
	 	
                                                                                                                                                                                                        By:  

                                                                                                                                                                                                      	
                                                                                                                                                                                                        
                                                                                                                                                                                                          Goldman Sachs Real Estate Funding Corp.,
      its general partner

                                                                                                                                                                                                        

                                                                                                                                                                                                      
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	
                                                                                                                                                                                                        By:  

                                                                                                                                                                                                      	
                                                                                                                                                                                                         

                                                                                                                                                                                                      	 
	 	 	 	Title:  	
                                                                                                                                                                                                         

                                                                                                                                                                                                      	 


                                                                                                                                                                                              

                                                                                                                                                                                            

                                                                                                                                                                                          

                                                                                                                                                                                        

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      	
                                                                              
                                                                                Agreed
      and acknowledged:

                                                                              

                                                                            
	 	 	 
	
                                                                              PNC
      BANK, NATIONAL
      ASSOCIATION,
a national banking association,
      as Depository Bank

                                                                            	 
	 	 	 
	 	 	 
	
                                                                              By:
      

                                                                            	 	 
	 	Title: 	 
	 	 	 


                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                             

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                	
                                                                                                        
                                                                                                          CAPITAL
      TRUST, INC.,
a Maryland corporation, as Seller

                                                                                                        

                                                                                                      	 
	 	 	 
	 	 	 
	
                                                                                                        By:
      

                                                                                                      	 	 
	 	Title: 	 
	 	 	 


                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                   

                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      	
                                                                                                                              
                                                                                                                                MIDLAND
      LOAN SERVICES, INC.,
a Delaware corporation, as
      Servicer

                                                                                                                              

                                                                                                                            	 
	 	 	 
	 	 	 
	
                                                                                                                              By:
      

                                                                                                                            	 	 
	 	Title: 	 
	 	 	 


                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        





                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    
      
        
           


        

        
          Exhibit
VI-6

          
            

          

        

        
           


        

      

    

    


    SCHEDULE
A

    


    (Seller’s
Account Information)

    


    JP Morgan
Chase Bank

    380
Madison Avenue

    11th
Floor

    New York,
New York  10017-2591

    ABA
#:  021-000021

    Account
#:  230254632

    Account
Name:  Capital Trust, Inc.

    Attention:  Geoffrey
G. Jervis  (212) 655-0247

     

     

     

     

     

     

     

    


    
      
        
           


        

        
          Exhibit
VI-7

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
VII

     

    FORM
OF DIRECTION LETTER

     

    


     

    


    
      
        
           


        

        
          Exhibit
VII-1

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
VIII

    FORM
OF BAILEE AGREEENT

    


    [CAPITAL
TRUST, INC.

    NAME AND
ADDRESS]

     

    
      
        
          
            
              
                
                  
                    	 
	 	
                            _______________
      __, 20__

                          	                     


                  

                

              

            

          

        

      

    

     

    


    Paul,
Hastings, Janofsky & Walker LLP

    75 East
55th Street

    New York,
New York  10022

    


    
      	
               
      

            	
              Re:

            	
              Bailee
      Agreement (this “Bailee
      Agreement”) in connection with the sale of ______________ by
      Capital Trust, Inc. (the “Seller”) to
      Goldman Sachs Mortgage Company (the “Buyer”)

            


    

    


    Gentlemen
and Mesdames:

    


    In
consideration of the mutual promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Seller, the Buyer and Paul, Hastings, Janofsky & Walker
LLP (the “Bailee”) hereby agree
as follows:

     

    1.           The
Seller shall deliver to the Bailee in connection with any Purchased Loans
delivered to the Bailee hereunder an a Custodial Delivery Certificate in the
form of Attachment 1 attached hereto to which shall be attached a Purchased Loan
Schedule identifying which Purchased Loans are being delivered to the
Bailee hereunder.  Such Purchased Loan Schedule shall contain the
following fields of information:  (a) the loan identifying
number; (b) the obligor’s name; (c) the street address, city, state
and zip code for the applicable real property; (d) the original balance;
and (e) the current principal balance if different from the original
balance and such other information as the Seller and Buyer shall
require.

     

    2.           On
or prior to the date indicated on the Custodial Delivery Certificate delivered
by the Seller (the “Funding Date”), the
Seller shall have delivered to the Bailee, as bailee for hire, the original
documents set forth on Schedule A attached hereto (collectively, the “Purchased Loan File”)
for each of the Purchased Loans (each a “Purchased Loan” and
collectively, the “Purchased Loans”)
listed in Exhibit A to Attachment 1 attached hereto (the “Purchased Loan
Schedule”).

     

    3.           The
Bailee shall issue and deliver to the Buyer and the Custodian (as defined in
Section 5 below) on or prior to the Funding Date by facsimile (a) in the
name of the Buyer, an initial trust receipt and certification in the form of
Attachment 2 attached hereto (the “Trust Receipt”),
which Trust Receipt shall state that the Bailee has received the documents
comprising the Purchased Loan File as set forth in the Custodial Delivery
Certificate (as defined in that certain Amended and Restated Custodial Agreement
dated as of October 30, 2007, among Seller, Buyer and Custodian, in addition to
such other documents required to be delivered to Buyer and/or Custodian pursuant
to the Amended and Restated Master Repurchase Agreement dated as of
August 15, 2006, between Seller and Buyer (as amended and restated from
time to time, including by the Amended and Restated Annex I dated as of October
30, 2007, the “Repurchase
Agreement”).

     

    
      
        
        

      

      
        Exhibit
VIII-1

        
          

        

      

      
        
        

      

    

     

    4.           On
the applicable Funding Date, in the event that the Buyer fails to purchase any
New Loan from the Seller that is identified in the related Custodial Delivery
Certificate, the Buyer shall deliver by facsimile to the Bailee at (212)
655-0044 to the attention of Robert Grados, Esq., an authorization (the “Facsimile
Authorization”) to release the Purchased Loan Files with respect to the
Purchased Loans identified therein to the Seller.  Upon receipt of
such Facsimile Authorization, the Bailee shall release the Purchased Loan Files
to the Seller in accordance with the Seller’s instructions.

     

    5.           Following
the Funding Date, the Bailee shall forward the Purchased Loan Files to Deutsche
Bank Trust Company Americas, 1761 St. Andrew Place, Santa Ana, California 92705,
Attention: Mortgage Custody-QT020C (the “Custodian”) by
insured overnight courier for receipt by the Custodian no later than 1:00 p.m.
on the third Business Day following the applicable Funding Date (the “Delivery
Date”).

     

    6.           From
and after the applicable Funding Date until the time of receipt of the Facsimile
Authorization or the applicable Delivery Date, as applicable, the Bailee
(a) shall maintain continuous custody and control of the related Purchased
Loan Files as bailee for the Buyer and (b) is holding the related Purchased
Loan Loans as sole and exclusive bailee for the Buyer unless and until otherwise
instructed in writing by the Buyer.

     

    7.           The
Seller agrees to indemnify and hold the Bailee and its partners, directors,
officers, agents and employees harmless against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever, including reasonable
attorney’s fees, that may be imposed on, incurred by, or asserted against it or
them in any way relating to or arising out of this Bailee Agreement or any
action taken or not taken by it or them hereunder unless such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements (other than special, indirect, punitive or
consequential damages, which shall in no event be paid by the Bailee) were
imposed on, incurred by or asserted against the Bailee because of the breach by
the Bailee of its obligations hereunder, which breach was caused by negligence,
lack of good faith or willful misconduct on the part of the Bailee or any of its
partners, directors, officers, agents or employees.  The foregoing
indemnification shall survive any resignation or removal of the Bailee or the
termination or assignment of this Bailee Agreement.

     

    8.           (a)  In
the event that the Bailee fails to produce a Mortgage Note, Mezzanine Note,
assignment of Purchased Loan or any other document related to a Purchased Loan
that was in its possession within ten (10) business days after required or
requested by the Seller or Buyer (a “Delivery Failure”),
the Bailee shall indemnify the Seller or Buyer in accordance with the succeeding
paragraph of this Section 8.

     

    (b)  The
Bailee agrees to indemnify and hold the Buyer and Seller, and their respective
affiliates and designees harmless against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever, including reasonable attorney’s
fees, that may be imposed on, incurred by, or asserted against it or them in any
way relating to or arising out of a Custodial Delivery Failure or the Bailee’s
gross negligence, lack of good faith or willful misconduct.  The
foregoing indemnification shall survive any termination or assignment of this
Bailee Agreement.

     

    9.           The
Seller hereby represents, warrants and covenants that the Bailee is not an
affiliate of or otherwise controlled by the Seller.  Notwithstanding
the foregoing, the parties hereby acknowledge that the Bailee hereunder may act
as counsel to the Seller in connection with a proposed loan and Paul, Hastings,
Janofsky & Walker LLP, if acting as Bailee, has represented the Seller in
connection with negotiation, execution and delivery of the Repurchase
Agreement.

     

    
      
        
        

      

      
        Exhibit
VIII-2

        
          

        

      

      
        
        

      

    

     

    10.           In
connection with a pledge of the Purchased Loans as collateral for an obligation
of the Buyer, the Buyer may pledge its interest in the corresponding Purchased
Loan Files held by the Bailee for the benefit of the Buyer from time to time by
delivering written notice to the Bailee that the Buyer has pledged its interest
in the identified Purchased Loans and Purchased Loan Files, together with the
identity of the party to whom the Purchased Loans have been pledged (such party,
the “Pledgee”).  Upon
receipt of such notice from the Buyer, the Bailee shall mark its records to
reflect the pledge of the Purchased Loans by the Buyer to the
Pledgee.  The Bailee’s records shall reflect the pledge of the
Purchased Loans by the Buyer to the Pledgee until such time as the Bailee
receives written instructions from the Buyer that the Purchased Loans are no
longer pledged by the Buyer to the Pledgee, at which time the Bailee shall
change its records to reflect the release of the pledge of the Purchased Loans
and that the Bailee is holding the Purchased Loans as Custodian for, and for the
benefit of, the Buyer.

     

    11.           From
time to time, subject to the acceptance and approval of Buyer, Seller may
request pursuant to a request substantially in the form of Annex 6 to the
Custodial Agreement the delivery by the Custodian to the Bailee of some or all
of the Purchased Loan File for the purposes set forth in such
request.  Upon receipt of the Purchased Loan File or such portions
thereof, the Bailee shall hold the same as sole and exclusive bailee for the
Buyer until such time as the Purchased Loan File, or such portions thereof, are
redelivered to Custodian or to such other Persons, as otherwise directed by the
Buyer, subject in either case to the provisions set forth herein governing
standards of care and indemnification and except as otherwise provided by any
document specifically amending, supplementing or modifying the terms hereof that
is executed and delivered by all parties hereto in connection with such delivery
of the Purchased Loan File, or such portions thereof, to the
Bailee.  Notwithstanding anything to the contrary contained in this
Section 11, the Bailee shall have the right to deliver such Purchased Loan File,
or portions thereof, to Buyer upon five (5) days written notice to the
Buyer.

     

    12.           This
Bailee Agreement may not be modified, amended or altered, except by written
instrument, executed by all of the parties hereto.

     

    13.           This
Bailee Agreement may not be assigned by the Seller or the Bailee without the
prior written consent of the Buyer.

     

    14.           For
the purpose of facilitating the execution of this Bailee Agreement as herein
provided and for other purposes, this Bailee Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute and be one
and the same instrument.

     

    15.           This
Bailee Agreement shall be construed in accordance with the laws of the State of
New York, and the obligations, rights and remedies of the parties hereunder
shall be determined in accordance with such laws.

     

    16.           Capitalized
terms used but not defined herein shall have the meanings ascribed to them in
the Repurchase Agreement.

     

    [signatures
begin on next page]

     

    


     

    


    
      
        
           


        

        
          Exhibit
VIII-3

          
            

          

        

        
           


        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      Very
      truly yours,

                                    	 
	 	 	 
	 	
                                      CAPITAL
      TRUST, INC., a Maryland corporation

                                    	 
	 	 	 
	 	 	 	 
	
                                       

                                    	
                                      By:
      

                                    	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  
                    
                      
                        
                          
                             

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  	
                                                                                          ACCEPTED
      AND AGREED:

                                                                                        
	 
	
                                                                                          PAUL,
      HASTINGS, JANOFSKY & WALKER LLP,
Bailee

                                                                                        
	 
	 	 	 
	
                                                                                          By:
      

                                                                                        	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 


                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                             

                             

                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            	
                                                                                                    
                                                                                                      ACCEPTED
      AND AGREED:

                                                                                                    

                                                                                                  
	 
	
                                                                                                    
                                                                                                      GOLDMAN
      SACHS MORTGAGE COMPANY,
Buyer

                                                                                                    

                                                                                                  
	 
	
                                                                                                    By:
      

                                                                                                  	
                                                                                                    Goldman
      Sachs Real Estate Funding Corp.,
its
      general partner

                                                                                                  	 
	 	 	 
	
                                                                                                    By:
      

                                                                                                  	 	 
	Name: 	 	 
	Title: 	 	 
	 	 	 


                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            



                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

    


    


    
      
        
           


        

        
          Exhibit
VIII-4

          
            

          

        

        
           


        

      

    

    


    Attachment
1 to Bailee Agreement

    


    CUSTODIAL DELIVERY
CERTIFICATE

    


    


    
      
        
           


        

        
          Exhibit
VIII-5

          
            

          

        

        
           


        

      

    

    


    Attachment
2 to Bailee Agreement

    


    TRUST
RECEIPT

    


    
      
        
           


        

        
          Exhibit
VIII-6

          
            

          

        

        
           


        

      

    

    


    EXHIBIT
IX

     

    ELIGIBILITY
CRITERIA

     

    


    1.           Terms
used, but not defined in this Exhibit IX shall have the meaning set forth
in Section 2 of this Annex I.  The following capitalized
terms shall have the respective meanings set forth below:

     

    “Credit Risk Interest”
shall mean a Purchased Loan that, in the Buyer’s reasonable business judgment,
has a significant risk of declining in credit quality or over time may become an
Impaired Interest.

     

    “Impaired Interest”
shall mean a Purchased Loan with respect to which foreclosure or default
(whether or not declared) has occurred.

     

    2.           Each
Purchased Loan satisfies the following criteria as of the applicable Purchase
Date:

     

    (a)           the
obligor of such Purchased Loan is incorporated or organized under the laws of
the United States;

     

    (b)           payments
of interest on such Purchased Loan are not subject to withholding tax unless the
issuer thereof or the obligor thereon is required to make “gross-up” payments
sufficient to cover any withholding tax imposed at any time on payments made to
the Issuer with respect thereto;

     

    (c)           
it is eligible under its underlying instruments to be purchased by the Issuer
(as defined in the CDO Indenture or the CDO II Indenture, as applicable) and
pledged to the Trustee (as defined in the CDO Indenture or the CDO II Indenture,
as applicable);

     

    (d)           it
provides for the payment of principal at not less than par upon maturity,
redemption or acceleration;

     

    (e)           it
is not an interest that is an Impaired Interest or a Credit Risk
Interest;

     

    (f)           it
does not have a principal balance greater than $35,000,000;

     

    (g)           the
maturity date of such Purchased Loan (including any extension option) is not
later than August 2013;

     

    (h)           the
principal balance of such Purchased Loan has not been reduced by a realized
loss, appraisal event, or similar item since initial issuance; and

     

    (i)           it
qualifies as either a CDO Asset or a CDO II Asset.

     

    


    


    
      
        
           


        

        
          Exhibit
IX-1

          
            

          

        

        
           


        

      

    

    


    ANNEX
II

    


    
      	
               
      

            	
              1.

            	
              Names
      and Addresses for Communications Between
  Parties:

            


    

    


    BUYER

    


    Goldman
Sachs Mortgage Company

    One New
York Plaza

    46th
Floor

    New York,
New York  10004

    Attn:  Mr.
Anthony Preisano

    Telephone:
(212) 855-0393

    Fax:  (212)
902-1691

    


    with a
copy to:

    


    Cleary
Gottlieb Steen & Hamilton LLP

    One
Liberty Plaza

    New York,
New York  10006

    Attn:  Kimberly
B. Blacklow

    Telephone:
(212) 225-2018

    Fax:  (212)
225-3999

    


    SELLER

    


    Capital
Trust, Inc.

    410 Park
Avenue, 14th Floor

    New York,
New York  10022

    Attn:  Geoffrey
G. Jervis

    Telephone:  (212)
655-0247

    Fax:  (212)
655-0044

    


    with a
copy to:

    


    Paul
Hastings Janofsky & Walker, LLP

    75 East
55th
Street

    New York,
New York  10022

    Attn:  Robert
J. Grados, Esq.

    Telephone:  (212)
318-6923

    Fax:  (212)
230-7830

    


    
      	
               
      

            	
              2.

            	
              Payments to
      Buyer:  Payments to Buyer under the Agreement shall be
      made by transfer, via wire transfer, to the following account of the
      Buyer: Citibank, N.A., ABA #: 021000089, Account #:  40711421,
      Account Name: Goldman Sachs Mortgage Company, Ref: Capital Trust,
      Inc.,  Attention:  John Makrinos and Mike
      Forbes.  Buyer may consider on a case-by-case-basis in its sole
      and absolute discretion alternative funding
  arrangements.

            


    

    


    
      	
               
      

            	
              3.

            	
              Payments to
      Seller: Payments to Seller under the Agreement shall be made by
      transfer, via wire transfer, to the following account of the Seller: JP
      Morgan Chase Bank, 380 Madison Avenue, 11th
      Floor, New York, NY  10017-2591,  ABA #: 021-000021,
      Account #:230254632, Account Name: Capital Trust, Inc., Attention:
      Geoffrey G. Jervis, (212) 655-0247 or to such other account designated by
      Seller to Buyer in a written notice, provided that such written notice is
      countersigned by two (2) authorized representatives of
      Seller.

            


    

    


     

    
      Annex
II-1