either Seller.
6.
Buyer has a perfected security interest in the Purchased Assets.
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 International Limited (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.
SELLER SHALL DELIVER TO THE BAILEE IN CONNECTION WITH ANY
PURCHASED ASSETS DELIVERED TO THE BAILEE HEREUNDER AN IDENTIFICATION CERTIFICATE
IN THE FORM OF ATTACHMENT 1 ATTACHED HERETO TO WHICH SHALL BE ATTACHED A
PURCHASED ASSET SCHEDULE IDENTIFYING WHICH PURCHASED ASSETS ARE BEING DELIVERED
TO THE BAILEE HEREUNDER.
SUCH PURCHASED ASSET SCHEDULE SHALL CONTAIN THE
FOLLOWING FIELDS OF INFORMATION WITH RESPECT TO THE UNDERLYING ASSETS:
(A) THE
LOAN IDENTIFYING NUMBER; (B) THE MORTGAGOR'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 ASSET FILE") FOR EACH OF THE
PURCHASED ASSETS (EACH A "PURCHASED ASSET" AND COLLECTIVELY, THE "PURCHASED
ASSETS") LISTED IN EXHIBIT A TO ATTACHMENT 1 ATTACHED HERETO (THE "PURCHASED
ASSET 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 ASSET FILE
AS SET FORTH IN THE CUSTODIAL DELIVERY (AS DEFINED IN THAT CERTAIN CUSTODIAL
AGREEMENT DATED AS OF DECEMBER 22, 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 15, 2006, AMONG SELLER AND BUYER (THE
"AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT").
4.
ON THE APPLICABLE PURCHASE DATE, IN THE EVENT THAT BUYER FAILS TO
PURCHASE ANY NEW ASSET FROM SELLER THAT IS IDENTIFIED IN THE RELATED CUSTODIAL
DELIVERY- CERTIFICATE, BUYER SHALL DELIVER BY FACSIMILE TO THE BAILEE AT (212)
230-7830 TO THE ATTENTION OF ROBERT