AMENDED AND RESTATED CREDIT AGREEMENT

SCHEDULES :

Schedule 1.01 – Excluded Subsidiaries

Schedule 2.02 – Loans

Schedule 3.06 – Disclosed Matters

Schedule 3.13 – Subsidiaries

Schedule 6.02 – Liens

Schedule 6.06 – Restrictive Agreements

EXHIBITS :

Exhibit A -- Form of Assignment and Assumption

AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 16, 2009 (this “ Agreement ”), among CAPITAL TRUST, INC., a Maryland corporation (the “ Borrower ”), the banks and financial institutions listed on the signature pages hereto as a Lender (as hereinafter defined), and WESTLB AG, NEW YORK BRANCH, as Administrative Agent (as hereinafter defined) for the Lenders.

WHEREAS, the Borrower, the Lenders and the Administrative Agent are parties to that certain Credit Agreement, dated as of March 22, 2007, as amended by the First Amendment, dated as of June 7, 2007, and the Second Amendment, dated as of July 3, 2008 (as so amended, the “ Existing Credit Agreement ”); and

WHEREAS, the Borrower has requested, and the Administrative Agent and the Lenders have agreed, to amend and restate the Existing Credit Agreement upon the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual promises and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree that from and after the Restatement Effective Date the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

SECTION 1.01.   Defined Terms .  As used in this Agreement, the following terms have the meanings specified below:

“ ABR ”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are bearing interest at a rate determined by reference to the Alternate Base Rate.

“ Additional Restricted Cash ” means, to the extent otherwise constituting Unrestricted Cash, any cash or Cash Equivalent of the Borrower and its Subsidiaries (i) that is required to be trapped pursuant to the Amended Senior Secured Credit Facilities, this Agreement, or the terms of any other loan agreement, repurchase agreement, or other extension of credit, (ii) that is received in anticipation of a disbursement by the Borrower or any of its Subsidiaries to a Person other than the Borrower or any Subsidiary within one (1) Business Day of such disbursement, (iii) that is provided as cash collateral to support letters of credit and bank guarantees, customs and other import duties in the ordinary course of business of the Borrower or any of its Subsidiaries or (iv) that, if distributed or paid, would result in the insolvency of the Borrower.

“ Administrative Agent ” means WestLB AG, New York Branch, in its capacity as administrative agent for the Lenders hereunder.

“ Administrative Agent Restatement Fee ” means a fee of $50,000 payable to the Administrative Agent on the Restatement Effective Date.

“ Administrative Questionnaire ” means an Administrative Questionnaire in a form supplied by the Administrative Agent.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.

“ Agreement ” has the meaning assigned to such term in the preamble.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greatest of (a) the Prime Rate in effect on such day (b) the Federal Funds Effective Rate in effect on such day plus 0.50% and (c) the one month LIBO Rate plus 1.00%.  Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.

“ Amended Senior Secured Credit Facilities ” means, collectively, the Citi Repo Facility, the JPM Repo Facility, and the Morgan Stanley Repo Facility.

“ Applicable Margin ” means:

(a) with respect to any ABR Loan, for any day from and after the Restatement Effective Date, 2.00%; and

(b) with respect to any Eurodollar Loan, for any day from and after the Restatement Effective Date, 3.00%.

“ Applicable Percentage ” means, with respect to any Lender, the percentage of the total unpaid principal amount of the Loans represented by the unpaid principal amount of the Loans owing to such Lender.

“ Applicable Preceding Principal Installment Payment Date ” has the meaning assigned to such term in Section 2.04(c) .

“ Approved Fund ” has the meaning assigned to such term in Section 9.04(b)(ii) .

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 9.04 ), and accepted by the Administrative Agent, in the form of Exhibit A or any other form approved by the Administrative Agent.

“ Borrower ” has the meaning assigned to such term in the preamble.

“ Borrowing ” means the borrowing of Eurodollar Loans as to which a single Interest Period is in effect.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Capital Lease Obligations ” of any Person means the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such Person under GAAP, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with GAAP.

“ Capitalized Interest ” shall have the meaning given to such term in Section 2.06(d) .

“ Cash Equivalents ” shall mean (a) securities with maturities of ninety (90) days or less from the date of acquisition issued or fully guaranteed or insured by the United States government or any agency thereof, (b) certificates of deposit and eurodollar time deposits with maturities of ninety (90) days or less from the date of acquisition and overnight bank deposits of any Lender or of any commercial bank having capital and surplus in excess of $500,000,000, (c) repurchase obligations of any Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than seven days with respect to securities issued or fully guaranteed or insured by the United States government, (d) securities with maturities of ninety (90) days or less from the date of acquisition issued or fully guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state, commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may be) are rated at least “A” by S&P or “A” by Moody’s, (e) securities with maturities of ninety (90) days or less from the date of acquisition fully backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of clause (b) of this definition or (f) shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (a) through (e) of this definition.

“ Cash Rate ” means the LIBO Rate for the applicable Interest Period in effect for such Borrowing plus the Applicable Margin for Eurodollar Loans.

“ CEO ” shall have the meaning assigned to such term in Section 6.08 .

“ CFO ” shall have the meaning assigned to such term in Section 6.08 .

“ Change in Control ” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof), of Equity Interests representing more than 50% of the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of the Borrower; (b) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (i) nominated by the board of directors of the Borrower nor (ii) appointed by directors so nominated; or (c) the acquisition of direct or indirect Control of the Borrower by any Person or group.

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 2.08(b) , by any lending office of such Lender or by such Lender's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

“ Charges ” has the meaning assigned to such term in Section 9.13 .

“ Citi Repo Facility ” means the $250,000,000 Master Repurchase Agreement, dated as of July 30, 2007 between Capital Trust, Inc, as Seller, and Citigroup Global Markets Inc., as Securities Buyer and Citigroup Financial Products Inc., as Loan Buyer, as amended by Amendment No. 1 thereto, dated June 26, 2008, Amendment No. 2 dated July 24, 2008 and Amendment No. 3 thereto, dated as of March 16, 2009.

“ COO ” shall have the meaning assigned to such term in Section 6.08 .

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Collateral ” has the meaning assigned to such term in the Pledge and Security Agreement.

“ Consolidated Tangible Net Worth ” means, as of any date of determination, the tangible net worth of the Borrower and its Subsidiaries (determined on a consolidated basis in accordance with GAAP).

“ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ CT Cash Account ” means one or more deposit accounts established by the Borrower with Merrill Lynch or Bank of America.

“ Default ” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.

“ Disclosed Matters ” means the actions, suits and proceedings and the environmental matters disclosed in Schedule 3.06 .

“ dollars ” or “ $ ” refers to lawful money of the United States of America.

“ Eligible Assignee ” has the meaning assigned to such term in Section 9.04(b)(ii) .

“ Environmental Laws ” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release or threatened release of any Hazardous Material or to health and safety matters.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ Equity Interests ” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ ERISA Affiliate ” means any trade or business (whether or not incorporated) that, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ ERISA Event ” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the existence with respect to any Plan of an “accumulated funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA.

“ Eurodollar ”, when used in reference to any Loan or Borrowing, refers to Loans, or the Loans comprising such Borrowing, bearing interest at a rate determined by reference to the LIBO Rate.

“ Events of Default ” has the meaning assigned to such term in Article VII .

“ Excess Cash ” shall mean an amount, if any, by which Unrestricted Cash exceeds the sum of (a) $25,000,000 and (b) the aggregate amount of the Borrower’s Unfunded Commitments.

“ Excluded Taxes ” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income  by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under Section 2.12(b) ), any withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such Foreign Lender's failure to comply with Section 2.10 (e), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 2.10(a) .

“ Existing Credit Agreement ” shall have the meaning assigned to such term in the first recital hereof.

“ Federal Funds Effective Rate ” means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, 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 (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“ Financial Officer ” means the chief executive officer, chief operating officer, chief financial officer, principal accounting officer, treasurer or controller of the Borrower.

“ Foreign Lender ” means any Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is located.  For purposes of this definition, the United States of America, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.

“ GAAP ” means generally accepted accounting principles in the United States of America.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“ Guarantee ” of or by any Person (the “ guarantor ”) means any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation of any other Person (the “ primary obligor ”) in any manner, whether directly or indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation or to purchase (or to advance or supply funds for the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (c) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (d) as an account party in respect of any letter of credit or letter of guaranty issued to support such Indebtedness or obligation; provided , that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business.  The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount (based on the maximum reasonably anticipated net liability in respect thereof as determined by the Borrower in good faith) of the primary obligation or portion thereof in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated net liability in respect thereof (assuming such Person is required to perform thereunder) as determined by the Borrower in good faith.

“ Hazardous Materials ”  means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ Indebtedness ” of any Person means, without duplication, (a) all obligations of such Person for borrowed money or with respect to deposits or advances of any kind, (b) all obligations of such Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property acquired by such Person, (e) all obligations of such Person in respect of the deferred purchase price of property or services (excluding current accounts payable incurred in the ordinary course of business), (f) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (g) all Guarantees by such Person of Indebtedness of others, (h) all Capital Lease Obligations of such Person, (i) all obligations, contingent or otherwise, of such Person as an account party in respect of letters of credit and letters of guaranty and (j) all obligations, contingent or otherwise, of such Person in respect of bankers' acceptances.  The Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person's ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness provide that such Person is not liable therefor.

“ Indemnified Taxes ” means Taxes other than Excluded Taxes.

“ Indemnitee ” has the meaning assigned to such term in Section 9.03(b) .

“ Information ” has the meaning assigned to such term in Section 9.12 .

“ Interest Election Request ” means a request by the Borrower to convert or continue a Loan in accordance with Section 2.02 .

“ Interest Payment Date ” means (a) with respect to any ABR Loan, the first Business Day of each month for interest due through the last day of the preceding month and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part, or if such day is not a Business Day, the next succeeding Business Day.

“ Interest Period ” means with respect to any Eurodollar Borrowing, the period commencing on the date of such Borrowing and ending on the numerically corresponding day in the calendar month that is one, two or three months thereafter, as the Borrower may elect; provided , that (i) the Interest Period may be seven (7) or fourteen (14) days, or, with the consent of the Administrative Agent and the Required Lenders, otherwise be shorter than one month, in order to consolidate Eurodollar Borrowings, (ii) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day and (iii) any Interest Period pertaining to a Eurodollar Borrowing that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.  For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and, in the case of a Loan, thereafter shall be the effective date of the most recent conversion or continuation of such Borrowing.

“ JPM Repo Facility ” means the Master Repurchase Agreement, dated as of October 24, 2008 among Borrower and CT BSI Funding Corp., as Sellers, and JPMorgan Chase Bank, N.A., as Buyer, as amended by Amendment No. 1 thereto, dated as of March 16, 2009.

“ Lenders ” means the Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption.

“ LIBO Rate ” means, with respect to any Eurodollar Borrowing for any Interest Period, the rate appearing on Page 3750 of the Reuters Screen LIBOR01 Page (or on any successor or substitute page of such Service, or any successor to or substitute for such Service, providing rate quotations comparable to those currently provided on such page of such Service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest Period.  In the event that such rate is not available at such time for any reason, then the “ LIBO Rate ” with respect to such Eurodollar Borrowing for such Interest Period shall be determined from such financial reporting service or other information as shall be mutually acceptable to the Borrower and the Administrative Agent.

“ Lien ” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset and (c) in the case of securities, any purchase option, call or similar right of a third party with respect to such securities.

“ Liquidity ” shall mean, on any date of determination, the sum of (A) the consolidated amount of Unrestricted Cash of the Borrower and its Subsidiaries on such date, and (B) the incremental amount of borrowings the Borrower and its Subsidiaries are, as of such date, permitted to borrow pursuant to the terms of existing committed Indebtedness of the Borrower or its Subsidiaries in effect on such date, as to which all conditions precedent have been satisfied and which borrowings do not require the discretionary consent of the applicable lender, counterparty, credit provider or any other Person.

“ Loan Documents ” means this Agreement, the Pledge and Security Agreement,  the Securities Account Control Agreement and all other documents executed and delivered pursuant hereto or thereto.

“ Loans ” means the loans continued by the Lenders to the Borrower pursuant to this Agreement, together with all Capitalized Interest pursuant to Section 2.06(d) .

“ Margin Stock ” has the meaning assigned thereto in Regulation U.

“ Material Adverse Effect ” means a material adverse effect on (a) the business, assets, operations or condition, financial or otherwise, of the Borrower and the Subsidiaries taken as a whole, (b) the ability of the Borrower to perform any of its material obligations under this Agreement or (c) the material rights of or benefits available to the Lenders under this Agreement.

“ Material Subsidiary ” has the meaning assigned to such term in Article VII .

“ Maturity Date ” means initially, March 15, 2010, as the same may be extended pursuant to Section 2.13 , unless otherwise accelerated in accordance with the terms hereof.

“ Maximum Rate ” has the meaning assigned to such term in Section 9.13 .

“ Minimum Interest Rate ” means 7.2% per annum, compounded quarterly.

“ Morgan Stanley Repo Facility ” means that certain Master Repurchase Agreement dated as of July 29, 2005 by and among Borrower, CT RE CDO 2004-1 SUB, LLC, a Delaware limited liability company, CT RE CDO 2005-1 SUB, LLC, a Delaware limited liability company and CT XLC HOLDING, LLC, a Delaware limited liability company, as Sellers, and MORGAN STANLEY BANK, N.A., a national banking association, as Buyer, as successor to Morgan Stanley Bank, a Utah industrial bank, as amended by that certain Amendment No. 1 to Master Repurchase Agreement dated as of November 4, 2005, as amended by that certain Amendment No. 2 to Master Repurchase Agreement dated as of November 16, 2005, as amended by that certain Amendment No. 3 to Master Repurchase Agreement dated as of April 6, 2006, as amended by that certain Amendment No. 4 to Master Repurchase Agreement dated as of April 26, 2006, as amended by that certain letter from Seller dated June 23, 2006, as amended by that certain Amendment No. 5 to Master Repurchase Agreement dated as of February 14, 2007, as amended by that certain Joinder and Amendment dated as of June 5, 2007, as amended by that certain Amendment No. 6 to Master Repurchase Agreement dated as of December 14, 2007, as amended by that certain Amendment No. 7 to Master Repurchase Agreement dated as of June 30, 2008, as amended by that certain Amendment No. 8 to Master Repurchase Agreement dated as of July 25, 2008, as amended by that certain waiver and amendment letter dated as of December 11, 2008, as amended by that certain waiver and amendment letter dated as of January 13, 2009, as amended by that certain waiver and amendment letter dated as of January 20, 2009, as amended by that certain waiver and amendment letter dated as of January 30, 2009, as amended by that certain waiver and amendment letter dated as of February 13, 2009, as further amended by that certain Joinder No. 2 and Amendment No. 9 to Master Repurchase Agreement dated as of February 13, 2009, as amended by that certain waiver and amendment letter dated February 20, 2009, and as amended by Amendment No. 10 thereto, dated as of March 16, 2009.

“ Multiemployer Plan ” means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.

“ NYSE ” means the New York Stock Exchange, Inc.

“ Obligations ” means all loans, advances, debts, liabilities and obligations for the performance of covenants, tasks or duties or for payment of monetary amounts (whether or not such performance is then required or contingent, or such amounts are liquidated or determinable) owing by the Borrower to the Administrative Agent or any Lender, and all covenants and duties regarding such amounts, of any kind or nature, present or future, whether or not evidenced by any note, agreement, or other instrument, arising under the Agreement or any of the other Loan Documents.  This term includes all principal, interest (including all interest that accrues after the commencement of any case or proceeding by or against the Borrower in bankruptcy, whether or not allowed in such case or proceeding), fees, expenses, attorneys’ fees and any other sum chargeable to the Borrower under the Agreement or any of the other Loan Documents.

“ Other Taxes ” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement.

“ Participant ” has the meaning assigned to such term in Section 9.04(c)(i) .

“ Patriot Act ” has the meaning assigned to such term in Section 9.14 .

“ PBGC ” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar functions.

“ Permitted Encumbrances ” means:

(a)           Liens imposed by law for taxes that are not yet due or are being contested in compliance with Section 5.04 ;

(b)           carriers', warehousemen's, mechanics', materialmen's, repairmen's and other like Liens imposed by law, arising in the ordinary course of business and securing obligations that are not overdue by more than thirty (30) days or are being contested in compliance with Section 5.04 ;

(c)           pledges and deposits made in the ordinary course of business in compliance with workers' compensation, unemployment insurance and other social security laws or regulations;

(d)           deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(e)           judgment liens in respect of judgments that do not constitute an Event of Default under clause (j) of Article VII ; and

(f)           easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or interfere with the ordinary conduct of business of the Borrower or any Subsidiary;

provided that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“ Plan ”  means any employee pension benefit plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“ Plan Amendment Agreements ” means the Amended Senior Secured Credit Facilities, and all ancillary documents and agreements executed in connection therewith, including without limitation each document creating, perfecting or evidencing a security interest in connection with the Amended Senior Secured Credit Facilities.

“ Pledge and Security Agreement ” means a Pledge and Security Agreement, dated as of March 16, 2009 between the Borrower and the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

“ Prime Rate ” means, on any day, the rate of interest per annum equal to the rate on such date published in H.15(519) under the caption “Bank Prime Loan” or, if not published by 3:00 P.M., New York City time, on such date, the rate on such date published in H.15 Daily Update, or such other recognized electronic source used for the purpose of displaying such rate, under the caption “Bank Prime Loan”.  If such rate is not yet published in H.15(519), H.15 Daily Update or another recognized electronic source by 3:00 P.M., New York City time, on such date, then the Prime Rate shall be the rate of interest announced publicly from time to time by the Administrative Agent or its successor, as its “prime rate” for such date.

“ Principal Installment Payment Date ” shall mean the 15th day of each June, September, December and March, beginning with June 15, 2009, to, but excluding the Maturity Date.

“ Register ” has the meaning assigned to such term in Section 9.04(b)(iv) .

“ Regulation U ” means Regulation U of the Board of Governors of the Federal Reserve System, from time to time in effect, and shall include any successor or other regulation relating to reserve requirements or margin requirements, as the case may be, applicable to member banks of the Federal Reserve System.

“ Related Parties ” means, with respect to any specified Person, such Person's Affiliates and the respective directors, officers, employees, agents and advisors of such Person and such Person's Affiliates.

“ Released Parties ” as the meaning assigned to such term in Section 9.15 .

“ Required Lenders ” means, at any time, Lenders having outstanding Loans representing more than 66-2/3% of the sum of the total outstanding Loans at such time.

“ Restatement Effective Date ” means the date on which the conditions specified in Section 4.01 are satisfied (or waived in accordance with Section 9.02 ).

“ Restricted Payment ” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests in the Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interests in the Borrower or any option, warrant or other right to acquire any such Equity Interests in the Borrower.

 “ SEC ” means the Securities and Exchange Commission, or any regulatory body that succeeds to the functions thereof.

“ Secured Parties ” means the Lenders and the Administrative Agent.

“ Securities Account ” means securities account number 725839.1 established with the Securities Intermediary.

“ Securities Account Control Agreement ” means the securities account control agreement in respect of the Securities Account, dated as of March 16, 2009, among the Securities Intermediary, the Borrower and the Administrative Agent.

“ Securities Intermediary ” means Bank of America, National Association.

 “ Senior Secured Lenders ” means the lenders from time to time party to the Amended Senior Secured Credit Facilities.

“ Senior Secured Maturity Date ” means the maturity date as in effect for the Amended Senior Secured Credit Facilities.

“ subsidiary ” means, with respect to any Person (the “ parent ”) at any date, any corporation, limited liability company, partnership, association or other entity the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, limited liability company, partnership, association or other entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, controlled or held, or (b) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“ Subsidiary ” means any subsidiary of the Borrower other than those persons listed on Schedule 1.01 hereto.

“ Taxes ” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed by any Governmental Authority.

“ Transactions ” means the execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents and the Amended Senior Secured Credit Facilities.

“ Transaction Assets ” shall, collectively, mean the assets designated as such in each Amended Senior Secured Credit Facility.

“ Unfunded Commitments ” shall mean an amount equal to the sum of the Borrower’s unfunded commitments to make future advances in respect of Transaction Assets and meet future capital calls for CT Opportunity Partners I, LP.

“ Unrestricted Cash ” shall mean (a) cash and Cash Equivalents that would not appear in the consolidated financial statements of Borrower, prepared in accordance with GAAP, as a line item on the balance sheet as “restricted cash” or similar caption minus (b) any Additional Restricted Cash.

“ Withdrawal Liability ” means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02.  Classification of Loans and Borrowings.  For purposes of this Agreement, Loans and Borrowings may be classified and referred to by Type (e.g., a “Eurodollar Loan” or a “Eurodollar Borrowing”).

SECTION 1.03.   Terms Generally .  The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined.  Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms.  The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”.  The word “will” shall be construed to have the same meaning and effect as the word “shall”.  Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person's successors and assigns, (c) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

SECTION 1.04.   Accounting Terms; GAAP .  Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

SECTION 2.01.   Loans and Borrowings .  Subject to the terms and conditions hereof, each Lender agrees to continue its Loans to the Borrower on the Restatement Effective Date in the amounts set forth next to such Lender’s name on Schedule 2.01 hereto.  For the avoidance of doubt, no Lender shall have any obligation to advance any amounts to the Borrower and all Loans referred to in this Agreement shall have been made prior to the Restatement Effective Date.  Subject to Section 2.07 , all Loans shall be Eurodollar Loans.  Each Lender at its option may continue its Loan by causing any domestic or foreign branch or Affiliate of such Lender to continue its Loan; provided that any exercise of such option shall not affect the obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement.  Loans continued hereunder and repaid may not be reborrowed.

SECTION 2.02.   Interest Period .

(a)           Each Loan, shall have an initial Interest Period of one (1) month.  Thereafter, the Borrower may elect Interest Periods for the Loans, as provided in this Section 2.02 .  The Borrower may elect different options with respect to different portions of the Loans, in which case each such portion shall be allocated ratably among the Lenders holding the Loans, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b)           To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election in writing no later than 11 a.m., New York City time, three (3) Business Days before the date such election is to take effect.  Each such Interest Election Request shall be irrevocable and shall be made by hand delivery or telecopy to the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent and signed by the Borrower.

(c)           Each Interest Election Request shall specify the following information in compliance with this Section 2.02 :

(i)           if different options are being elected with respect to different portions of the Loans, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clause (iii) below shall be specified for each resulting Borrowing);

(ii)           the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; and

(iii)           the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period”.

If the Borrower does not specify an Interest Period with respect to any portion of Loans, then the Borrower shall be deemed to have selected an Interest Period of one month's duration.

(d)           Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such Lender's portion of each resulting Borrowing.

(e)           If the Borrower fails to deliver a timely Interest Election Request with respect to a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be continued as a Loan with the same Interest Period as applicable thereto immediately prior to the end of such Interest Period.  Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as an Event of Default is continuing, unless repaid, each Borrowing shall be converted to a Eurodollar Borrowing with an Interest Period of one (1) month at the end of the Interest Period applicable thereto.

(f)           Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.

SECTION 2.03.   Repayment of Loans; Evidence of Indebtedness .

(a)           The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Loan on the Maturity Date.

(b)           Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Loan owing to such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder.

(c)           The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan hereunder and the Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent hereunder for the account of the Lenders and each Lender's share thereof.

(d)           The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement.

(e)           Any Lender may request that the Loans, including any Capitalized Interest, owing to it be evidenced by a promissory note.  In such event, the Borrower shall prepare, execute and deliver to such Lender a promissory note payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent.  Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04 ) be represented by one or more promissory notes in such form payable to the order of the payee named therein (or, if such promissory note is a registered note, to such payee and its registered assigns).

SECTION 2.04.   Principal Payments; Optional and Mandatory Prepayment of Loans .

(a)           On each Principal Installment Payment Date, Borrower shall pay to the Administrative Agent for the account of the Lenders a minimum of $1.25 million, as repayment of the principal amount of the Loans; provided that on the Principal Installment Payment Date occurring in March of each year, the amount payable pursuant to this Section 2.04(a) , shall be adjusted such that the amount paid by the Borrower on such Principal Installment Payment Date, together with such amounts paid since but not including (x) the Principal Installment Payment Date falling in March of the preceding calendar year or, (y) with respect to the Principal Installment Payment Date falling in March 2010 only, since the Restatement Effective Date, ((x) or (y), as applicable, being referred to herein as the “ Applicable Preceding Principal Installment Payment Date ”) shall be equal to the greater of (i) $5.00 million or (ii) 25% of all amounts received by the Borrower as interest payments in respect of the Collateral since such Applicable Preceding Principal Installment Payment Date.

(b)           The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this Section.

(c)           The Borrower shall notify the Administrative  Agent by telecopy of any prepayment hereunder not later than 11:00 a.m., New York City time, three (3) Business Days before the date of prepayment, or by such other date as may be agreed to by the Administrative Agent; provided that any prepayment shall be in a minimum principal amount of $5,000,000 or, if less, the entire principal amount then outstanding.  Each such notice shall be irrevocable and shall specify the prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid.  Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof.  Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing.  Prepayments shall be accompanied by accrued interest to the extent required by Section 2.06 and shall be accompanied by any additional amounts required pursuant to Section 2.06 .

SECTION 2.05.   Fees .  All fees payable hereunder or in connection herewith shall be paid on the dates due, in immediately available funds, to the Administrative Agent .  Fees paid shall be fully earned and non-refundable when paid under any circumstances.

SECTION 2.06.   Interest .

(a)           The Loans shall bear interest at the greater of (i) Cash Rate and (ii) the Minimum Interest Rate.

(b)           Notwithstanding the foregoing, if any principal of or interest, including Capitalized Interest, on any Loan or any fee or other amount payable by the Borrower hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to the greater of (i) the Cash Rate plus 6.00% or (ii) 11.00%.

(c)           Subject to Section 2.06(d), accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan; provided , interest accrued pursuant to paragraph (b) of this Section shall be payable on demand, and (ii) in the event of any repayment or prepayment of any Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.

(d)           For each Interest Payment Date, the Administrative Agent shall calculate the payment of the amount of interest payable resulting from the amount, if any, by which the interest payable pursuant to the Minimum Interest Rate exceeds the interest payable pursuant to the Cash Rate for the applicable Interest Period, since (x) the most recent date on which interest on the Loans has been paid, or (y) the Restatement Effective Date if interest on the Loans has not been previously paid pursuant to this Section 2.06(d) (such amount being the “ Periodic Deferred Amount ”).  The Administrative Agent shall advise the Borrower of the expected Periodic Deferred Amount no later than three (3) Business Days prior to the applicable Interest Payment Date.  On each Principal Installment Payment Date and on the Maturity Date, the sum of the Periodic Deferred Amounts calculated in accordance with this Section 2.06(d) since the previous Principal Installment Payment Date or, with respect to the first Principal Installment Payment Date, since the Restatement Effective Date, shall be added to the principal balance of the Loans.  All such deferred interest (x) shall be referred to in the aggregate as “ Capitalized Interest ”, (y) shall be treated as an additional principal amount due under, and evidenced by, this Agreement, and (z) shall bear interest, from such Principal Installment Payment Date until paid in full, at the rate per annum otherwise applicable to Loans, pursuant to Section 2.06 (a) , (b) or (c) above, as applicable.  To the extent that the Interest Payment Dates and the Principal Installment Payment Dates for any period do not coincide, the calculation shall be adjusted accordingly.

(e)           All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).  The applicable Alternate Base Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

SECTION 2.07.   Alternate Rate of Interest .  If prior to the commencement of any Interest Period for a Eurodollar Borrowing:

(a)           the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period; or

(b)           the Administrative Agent is advised by the Required Lenders that the LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders (or Lender) of making or maintaining their Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by telephone or telecopy as promptly as practicable thereafter, any Interest Election Request shall be ineffective, and all Loans shall convert automatically on the last day of the applicable Interest Period then in effect to Loans that bear interest at the Alternate Base Rate plus the Applicable Margin, until such time as the Administrative Agent, at the direction of the Required Lenders, determines that such circumstances set forth in Section 2.07(a) or (b) are no longer in effect.

SECTION 2.08.   Increased Costs .

(a)           If any Change in Law shall:

(i)           impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender; or

(ii)           impose on any Lender or the London interbank market any other condition affecting this Agreement or Eurodollar Loans made by such Lender;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)           If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender's holding company could have achieved but for such Change in Law (taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such reduction suffered.

(c)           A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company as specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(d)           Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.

SECTION 2.09.   Break Funding Payments .  In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurodollar Loan on the date specified in any notice delivered pursuant hereto (regardless of whether such notice may be revoked under Section 2.02(b) and is revoked in accordance therewith) or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower pursuant to Section 2.12 , then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event.  Such loss, cost or expense to any Lender shall be deemed to include an amount determined by such Lender to be the excess, if any, of (i) the amount of interest which would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest which would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period, for dollar deposits of a comparable amount and period from other banks in the eurodollar market.  A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be delivered to the Borrower and shall be conclusive absent manifest error.  The Borrower shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

SECTION 2.10.   Taxes .

(a)           Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)           In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c)           The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority.  A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d)           As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)           Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate.

(f)           If the Administrative Agent or a Lender determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts pursuant to this Section 2.10 , it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 2.10 with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that the Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Borrower or any other Person.

SECTION 2.11.   Payments Generally; Pro Rata Treatment; Sharing of Set-offs .

(a)           The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest, fees or other amounts payable under Section 2.08 , 2.09 or 2.10 , or otherwise) prior to 12:00 p.m. noon, New York City time, on the date when due, in immediately available funds, without set-off or counterclaim.  Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon.  All such payments shall be made to the Administrative Agent at its offices at 1211 Avenue of the Americas, New York, New York, except that payments pursuant to Sections 2.08 , 2.09 , 2.10 and 9.03 shall be made directly to the Persons entitled thereto.  The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof.  If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension.  All payments hereunder shall be made in dollars.

(b)           If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c)           If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply).  The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d)