body, administrative
agency, governmental body or arbitrator having jurisdiction over either Seller.
5.
There is no pending or threatened action, suit or proceeding
before any court or governmental agency, authority or body or any arbitrator
involving either Seller or relating to the transaction contemplated by this
Agreement or the Custodial Agreement which, if adversely determined, would have
a material adverse effect on either Seller.
6.
Buyer has a perfected security interest in the Purchased Loans.
XII-1
EXHIBIT XIII
FORM OF BAILEE AGREEMENT
[Capital Trust, Inc.]
[CT BSI Funding Corp.]
410 Park Avenue
14th Floor
New York, New York 10022
, 20
Paul, Hastings, Janofsky & Walker LLP
75 East 55th Street
New York, New York 10022
Re:
Bailee Agreement (the "Bailee Agreement") in connection with the sale under a
Amended and Restated Master Repurchase Agreement by Capital Trust, Inc. and CT
BSI Funding Corp. (each a "Seller") to Bear, Stearns Funding, Inc. (the "Buyer")
Ladies and Gentlemen:
In consideration of the mutual promises set forth herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller, 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 IDENTIFICATION 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 SELLER AND
BUYER SHALL REQUIRE.
2.
ON OR PRIOR TO THE DATE INDICATED ON THE CUSTODIAL DELIVERY
DELIVERED BY SELLER (THE "PURCHASE DATE"), 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 BUYER AND THE CUSTODIAN ON
OR PRIOR TO THE PURCHASE DATE BY FACSIMILE (A) IN THE NAME OF BUYER, AN INITIAL
TRUST RECEIPT AND CERTIFICATION IN THE FORM OF ATTACHMENT 2 ATTACHED HERETO (THE
"TRUST RECEIPT") WHICH TRUST RECEIPT SHALL STATE
XIII-1
THAT THE BAILEE HAS RECEIVED THE DOCUMENTS COMPRISING THE PURCHASED LOAN FILE AS
SET FORTH IN THE CUSTODIAL DELIVERY (AS DEFINED IN THAT CERTAIN CUSTODIAL
AGREEMENT DATED AS OF AUGUST 16, 2005, AMONG SELLER, BUYER AND CUSTODIAN (AS
DEFINED IN SECTION 5 BELOW), 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 FEBRUARY