REMAINDER OF SUCH PROVISION OR THE REMAINING PROVISIONS
OF THIS AGREEMENT.
(G)
THIS AGREEMENT CONTAINS 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.
(H)
THE PARTIES UNDERSTAND THAT THIS AGREEMENT IS A LEGALLY BINDING
AGREEMENT THAT MAY AFFECT SUCH PARTY'S RIGHTS.
EACH PARTY REPRESENTS TO THE
OTHER THAT IT HAS RECEIVED LEGAL ADVICE FROM COUNSEL OF ITS CHOICE REGARDING THE
MEANING AND LEGAL SIGNIFICANCE OF THIS AGREEMENT AND THAT IT IS SATISFIED WITH
ITS LEGAL COUNSEL AND THE ADVICE RECEIVED FROM IT.
(I)
SHOULD ANY PROVISION OF THIS 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 THIS AGREEMENT.
(J)
WHEREVER PURSUANT TO THIS AGREEMENT, BUYER EXERCISES ANY RIGHT
GIVEN TO IT TO CONSENT OR NOT CONSENT, OR TO APPROVE OR DISAPPROVE, OR ANY
ARRANGEMENT OR TERM IS TO BE SATISFACTORY TO, BUYER IN ITS SOLE DISCRETION,
BUYER SHALL DECIDE TO CONSENT OR NOT CONSENT, OR TO APPROVE OR DISAPPROVE OR TO
DECIDE THAT ARRANGEMENTS OR TERMS ARE SATISFACTORY OR NOT SATISFACTORY, IN ITS
SOLE AND ABSOLUTE DISCRETION AND SUCH DECISION BY BUYER SHALL BE FINAL AND
CONCLUSIVE.
(K)
EACH AFFILIATED HEDGE COUNTERPARTY IS AN INTENDED THIRD PARTY
BENEFICIARY OF THIS AGREEMENT AND THE PARTIES HERETO AGREE THAT THIS AGREEMENT
SHALL NOT BE AMENDED OR OTHERWISE MODIFIED WITHOUT THE WRITTEN CONSENT OF EACH
AFFILIATED HEDGE COUNTERPARTY, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD.
[REMAINDER OF PAGE LEFT BLANK]
71
IN WITNESS WHEREOF, the parties have executed this Agreement as a deed as of the
day first written above.
BUYER:
JPMORGAN CHASE BANK, N.A., a national
banking association
By:
/s/ Kunal K. Singh
Name:
Kunal K. Singh
Title:
Vice President
SELLER:
CAPITAL TRUST, INC., a Maryland corporation
By:
/s/ Geoffrey G. Jervis
Name:
Geoffrey G. Jervis
Title:
Chief Financial Officer
ANNEXES, EXHIBITS AND SCHEDULES
ANNEX I
Names and Addresses for Communications between Parties
SCHEDULE I
Advance Rates and Applicable Pricing Rates
EXHIBIT I
Form of Confirmation
EXHIBIT II
Authorized Representatives of Seller
EXHIBIT III
Monthly Reporting Package
EXHIBIT IV
Form of Custodial Delivery
EXHIBIT V
Form of Power of Attorney
EXHIBIT VI
Representations and Warranties Regarding Individual Purchased Assets
EXHIBIT VII
Asset Information
EXHIBIT VIII
Advance Procedure
EXHIBIT IX
Excluded Transferees
EXHIBIT X
Form of Bailee Letter
EXHIBIT XI
[Reserved]
EXHIBIT XII
Form of Margin Deficit Notice
EXHIBIT XIII
UCC Filing Jurisdictions
EXHIBIT XIV
[Reserved]
EXHIBIT XV
Additional Eligible Collateral
EXHIBIT XVI
Form of Servicer Notice
EXHIBIT XVII
Form of