Exhibit 10.1

$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

TABLE OF CONTENTS

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ANNEXES, EXHIBITS AND SCHEDULES

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MASTER REPURCHASE AGREEMENT, dated as of July 30, 2007, by and among CAPITAL TRUST, INC., a Maryland corporation (the “ Seller ”) and CITIGROUP GLOBAL MARKETS, INC., a Delaware corporation (the “ Securities Buyer ”), and CITIGROUP FINANCIAL PRODUCTS INC., a Delaware corporation (the “ Loan Buyer ”; each of Loan Buyer and Securities Buyer, a “ Buyer ” and collectively, the “ Buyers ”).

1.             APPLICABILITY

From time to time the parties hereto may enter into transactions in which the Seller agrees to transfer to the applicable Buyer loans and/or participations, securities or other assets against the transfer of funds by such Buyer, with a simultaneous agreement by such Buyer to transfer to Seller such loans and/or participations, securities and other assets at a date certain, 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 this Agreement, including any supplemental terms or conditions contained in any exhibits identified herein as applicable hereunder.

2.             DEFINITIONS

“ Acceptable Attorney ” means any attorney-at-law to which the Seller or the Custodian, as applicable, has sent an Attorney Bailee Letter, except for an attorney whom a Buyer has notified the Custodian and the Seller is not reasonably satisfactory to such Buyer; provided , that Paul, Hastings, Janofsky & Walker, LLP shall be an Acceptable Attorney.

“ Accepted Servicing Practices ” shall mean with respect to any Purchased Loan, those mortgage servicing practices of prudent mortgage lending institutions which service mortgage loans and/or mezzanine lending institutions which service mezzanine loans, as applicable, of the same type as such Purchased Loan in the jurisdiction where the related Mortgaged Property is located.

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

“ 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 such party seeking 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 commencement of any such case or proceeding against such party, or another seeking such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 21 days, (iii) the making by such party of a general assignment for the benefit of creditors, or (iv) the admission in writing by such party of such party’s inability to pay such party’s debts as they become due.

“ 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.

“ Agreement ” shall mean this Master Repurchase Agreement, dated as of July 30, 2007, by and between Capital Trust, Inc. and Citigroup Financial Products Inc. and Citigroup Global Markets Inc., as such agreement may be modified or supplemented from time to time.

“ Alternative Rate ” shall have the meaning specified in Section 3(g) of this Agreement.

“ 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, with respect to a Transaction involving Purchased Securities and/or Purchased Loans in any Asset Type Grouping:

(i)            so long as no Event of Default (other than with respect to a Buyer) shall have occurred and be continuing, the incremental per annum rate (expressed as a number of “basis points”, each basis point being equivalent to 1/100 of 1%) specified in Schedule I-A attached to this Agreement as being the “Applicable Spread” for Purchased Loans in such Asset Type Grouping and Leverage Category (it being understood and agreed that with respect to a Purchased Loan (e.g. a B Note or Mezzanine Loan) which spans two or more Leverage Categories with respect to first and last Dollar LTVs, the Applicable Spread shall be determined based on the weighted average “Applicable Spread” for such Purchased Loan (i.e. be determined in proportion to the respective products of a Purchased Loan’s balance and the applicable Purchase Percentage in each Leverage Category)), or Purchased Securities in such Asset Type Grouping and Rating Category or another “Applicable Spread” set forth in the Confirmation, and

(ii)           after the occurrence and during the continuance of an Event of Default (other than with respect to a Buyer), the applicable incremental per annum rate described in clause (i) of this definition, plus [****].

“ Assets ” shall have the meaning specified in Section 6 of this Agreement.

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

“ Asset Type Grouping ” shall mean, with respect to the Eligible Loans, any of the types of Eligible Loans listed in Schedule I-A attached to this Agreement.

**** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.  Material filed separately with the Securities and Exchange Commission.

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“ Assignment of Leases ” shall mean, with respect to any Mortgage, an assignment of leases thereunder, notice of transfer or equivalent instrument in recordable form, sufficient under

the laws of the jurisdiction wherein the Mortgaged Property is located to reflect the assignment of leases.

“ 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, subject to the terms, covenants and provisions of this Agreement.

“ Attorney’s Bailee Letter ” means a letter from an Acceptable Attorney, in form and substance acceptable to the applicable Buyer, wherein such Acceptable Attorney in possession of a Purchased Loan File (i) acknowledges receipt of such Purchased Loan File, (ii) confirms that such Acceptable Attorney is holding the same as bailee of the applicable Buyer under such letter and (iii) agrees that such Acceptable Attorney shall deliver such Purchased Asset File to the Custodian by not later than the third (3 ^rd ) Business Day following the Purchase Date for the related Purchased Asset.

“ Availability Period ” shall mean the period commencing on the date of this Agreement and ending 364 days after the date of this Agreement; provided , that, upon request by the Seller made no greater than thirty (30) days prior to the last day of the Availability Period in each succeeding year, the Buyers shall within ten (10) Business Days notify the Seller in writing whether or not the Availability Period has been extended for a new Availability Period commencing on the day on which the current Availability Period ends and ending 364 days after such date in the succeeding year.

“ B Note ” has the meaning given to such term in clause (ii) of the definition of Eligible Loan.

“ Business Day ” shall mean a day other than (i) a Saturday or Sunday, or (ii) a day in which the New York Stock Exchange or banks in the State of New York, the State of Illinois, or the Cayman Islands are authorized or obligated by law or executive order to be closed.

“ Buyer ” shall mean either Citigroup Financial Products Inc. or Citigroup Global Markets Inc., as applicable, or any successor.

“ Buyers ” shall mean both of Citigroup Financial Products Inc. and Citigroup Global Markets Inc., or any successor.

“ Buyer’s Margin Amount ” shall mean, with respect to the Transactions as of any date, the sum of the amounts, calculated separately with respect to each Purchased Asset, obtained by application of the Buyer’s Margin Percentage for such Purchased Asset to the Repurchase Price (excluding accrued Price Differential) for such Purchased Asset as of such date.

“ Buyer’s Margin Percentage ” shall mean, with respect to any Transaction as of any date, the reciprocal of the “Purchase Percentage” specified for the applicable Asset Type Grouping and, in the case of an Eligible Loan, Leverage Category or, in the case of an Eligible Security,

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Rating Category, as set forth in Schedule I-A attached to this Agreement (i.e., the percentage that when multiplied by the applicable percentage set forth in Schedule I-A under the heading “Purchase Percentage” equals 1.00).  The Buyer’s Margin Percentage for each of the applicable percentages set forth in Schedule I-A is set forth below:

With respect to a Purchased Loan (e.g., a B Note or Mezzanine Loan) which spans two or more Leverage Categories with respect to first and last Dollar LTVs, the Buyer’s Margin Percentage shall be determined based on the weighted average Buyer’s Margin Percentage for such Purchased Loan (i.e. be determined in proportion to the respective balance in each Leverage Category).

“ 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.

“ Capital Stock ” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent equity ownership interests in a Person which is not a corporation, including, without limitation, any and all member or other equivalent interests in any limited liability company, and any and all warrants or options to purchase any of the foregoing.

“ Cash Management Account ” shall mean a segregated interest bearing account, in the name of both Buyers, established at the Depository.

“ Change of Control ” shall mean either of the following events have occurred:

(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

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(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.

“ 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.

“ Confirmation ” shall have the meaning specified in Section 3(b) of this Agreement.

“ Custodial Agreement ” shall mean the Custodial Agreement, dated as of July 30, 2007, by and among the Custodian, the Seller and the Buyers.

“ Custodial Delivery ” shall mean the form executed by the Seller in order to deliver the Purchased Loan Schedule and the Purchased Loan File to Buyer or its designee (including the Custodian) pursuant to Section 7, a form of which is attached hereto as Exhibit IV.

“ Custodian ” shall mean LaSalle Bank National Association, or any successor Custodian appointed by the Buyers with the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed).

“ Cut-off Date ” shall mean the second Business Day preceding each Remittance Date.

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

“ Deficit Cure Amount ” shall mean, with respect to the Purchased Assets as of any date, the sum of the amounts (expressed in dollars), calculated separately with respect to each Purchased Asset, obtained by dividing (i) the Repurchase Price (excluding accrued Price Differential) of such Purchased Asset as of such date by (ii) the Purchase Percentage for such Purchased Asset, as set forth in Schedule I-A attached to this Agreement.

“ Depository ” shall mean LaSalle Bank National Association, or any successor Depository appointed by the Buyers with the prior written consent of Seller (which consent shall not be unreasonably withheld or delayed).

“ Diligence Materials ” shall mean the Preliminary Due Diligence Package together with the Supplemental Due Diligence List.

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

“ Early Repurchase Date ” shall have the meaning specified in Section 3(d) of this Agreement.

“ 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

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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 with respect to any consolidated subsidiary 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 and (e) income related to participation interests which are classified as sold on the liabilities side of Seller’s balance sheet.

“ Eligible Loans ” shall mean any of the following types of loans, which loans are acceptable to the Loan Buyer in the good faith exercise of its sole discretion and are secured directly or indirectly by a property that is a multifamily, retail, office, industrial and hospitality property (or any other commercial property type acceptable to the Loan Buyer) and is located in the United States of America, its territories or possessions or in any other location acceptable to the Buyer in its sole discretion:

(i)                                      performing mortgage loans (including senior interests and pari passu participation interests in mortgage loans) secured by first liens on multifamily, retail, office, industrial, senior living, healthcare or hospitality properties or any other commercial property type acceptable to the Loan Buyer (referred to on Schedule I-A as the “First Mortgage” Asset Type Grouping);

(ii)                                   junior participation interests in or subordinate notes from performing whole mortgage loans secured by first liens on multifamily, retail, office, industrial, senior living, healthcare or hospitality properties or any other commercial property type acceptable to the Loan Buyer (referred to on Schedule I-A as the “B-Note” Asset Type Grouping);

(iii)                                performing mezzanine loans (or participation interests in mezzanine loans) secured by pledges of the entire (or such lesser percentage as the Loan Buyer may agree to) equity ownership interests in entities that directly or indirectly through one or more intervening subsidiaries own multifamily, retail, office, industrial, senior living, healthcare or hospitality properties or any other commercial property type acceptable to the Loan Buyer (referred to on Schedule I-A as the “Mezzanine Loan” Asset Type Grouping); and

(iv)                               any other loan (including Preferred Equity) which does not conform to the criteria set forth in clauses (i)–(iii) above and the Loan Buyer elects in the good faith exercise of its sole discretion to purchase; provided , however , that non-performing loans shall not be Eligible Loans for purposes of this Agreement.

“ Eligible Securities ” shall mean commercial mortgage backed securities that (a) have a rating of B+ or higher from Standard & Poor’s Ratings Services, a Division of The McGraw-Hill Companies, Inc. or Fitch, Inc. and/or B1 or higher from Moody’s Investors Services, Inc. and (b) are otherwise acceptable to the Securities Buyer in its sole discretion; provided , however , that

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with respect to any commercial mortgage backed securities which are rated by more than one Rating Agency, the lowest rating shall apply.

“ Environmental Law ” shall mean, any federal, state, foreign or local statute, law, rule, regulation, ordinance, code, guideline, written policy and rule of common law now or hereafter in effect and in each case as amended, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to the environment, employee health and safety or Hazardous Materials, including, without limitation, CERCLA; RCRA; the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq .; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq .; the Clean Air Act, 42 U.S.C. § 7401 et seq .; the Safe Drinking Water Act, 42 U.S.C. § 3803 et seq .; the Oil Pollution Act of 1990, 33 U.S.C. § 2701 et seq .; the Emergency Planning the Community Right-to-Know Act of 1986, 42 U.S.C. § 11001 et seq .; the Hazardous Material Transportation Act, 49 U.S.C. § 1801 et seq .; and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq .; and any state and local or foreign counterparts or equivalents, in each case as amended from time to time.

“ 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 Agreement 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 that is a member of any group of organizations (i) described in Section 414(b) or (c) of the Code of which Seller is a member and (ii) solely for purposes of potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Code and the lien created under Section 302(f) of ERISA and Section 412(n) of the Code, described in Section 414(m) or (o) of the Code of which Seller is a member.

“ Event of Default ” shall have the meaning specified in Section 14 of this Agreement.

“ Extension Fee ” shall mean the fee, payable on the last day of the final Availability Period hereunder, equal to the product of (x) [****] multiplied by (y) the aggregate Repurchase Price for the outstanding Transactions for which the Seller has exercised its right to extend the Repurchase Date (as described in the definition of “Repurchase Date”).

“ Facility Amount ” shall mean $250,000,000. Notwithstanding the foregoing, the Seller shall have the unilteral right at any time to notify the Buyers in writing that the Facility Amount is being reduced below $250,000,000.

“ Filings ” shall have the meaning specified in Section 6 of this Agreement.

“ First Mortgage ” has the meaning given to such term in clause (i) of the definition of Eligible Loan.

**** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934. Material filed separately with the Securities and Exchange Commission.

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“ Funding Fee ” shall mean, with respect to each Transaction, the fee equal to the product of (x) [****] multiplied by (y) the related Purchase Price (or funds transferred to Seller as Margin Excess, if applicable), which shall be due and payable pursuant to Section 3(f) of this Agreement.  Notwithstanding anything in this Agreement to the contrary, the maximum amount of Funding Fees which the Buyer shall be entitled to receive under this Agreement shall equal [****] (i.e. once the Buyer shall have received an aggregate amount of Funding Fees equal to such amount, then from and after such date, no additional Funding Fees shall be due and payable on any Purchase Date).

“ 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 (excluding interest expense attributable to participation interests which are classified as sold on the liabilities side of Seller’s balance sheet) 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.

“ Ground Lease ” shall mean a ground lease containing the following terms and conditions: (a) a remaining term (exclusive of any unexercised extension options) of the greater of the remaining amortization term of the Purchased Loan plus ten years or, if there is no amortization term in the underlying Purchased Loan, 40 years; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor or with such consent given; (c) the obligation of the lessor to give the holder of any mortgage lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so; (d) reasonable transferability of the lessee’s interest under such lease, including ability to sublease; and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of the leasehold estate demised pursuant to a ground lease.

“ 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 with Buyer or an Affiliate of Buyer or one or more other counterparties reasonably acceptable to the Buyer.

**** Material omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Exchange Act of 1934.  Material filed separately with the Securities and Exchange Commission.

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 “ Income ” shall mean, with respect to any Purchased Asset at any time, the sum of (x) any principal thereof and all interest, dividends or other distributions thereon and (y) all net sale proceeds received by Seller or any Affiliate of Seller in connection with a sale of such Purchased Asset.

“ Indebtedness ” shall mean, for any Person: (a) 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); (b) 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 90 days of the date the respective goods are delivered or the respective services are rendered; (c) 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; (d) 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; (e) Capital Lease Obligations of such Person; (f) obligations of such Person under repurchase agreements or like arrangements; (g) Indebtedness of others guaranteed by such Person; (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; and (i) Indebtedness of general partnerships of which such Person is a general partner.

“ Indemnified Amounts ” and “ Indemnified Parties ” shall have the meaning specified in Section 27 of this Agreement.

“ ISDA Master Agreement ” shall mean any ISDA Master Agreement (including respective schedules, annexes and confirmations) executed by the Seller and Buyer or an Affiliate of the Buyer in connection with a Hedging Transaction.

“ Leverage Category ” shall mean any of the categories, based on the applicable LTV Range, designated as “Less than 50%,” “50.01% to 55.00%,” “55.01% to 60.00%,” “60.01% to 65.00,” “65.01 to 70.00%,” “70.01% to 75.00%,” “75.01% to 80.00%,” “80.01% to 85.00%” and “85.01% to 90.00%,” listed in Schedule I-A attached to this Agreement.

“ 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 Dow Jones Market Service (formerly 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 Dow Jones Market Service (formerly 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.

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All percentages resulting from any calculations or determinations referred to in this definition will be rounded upwards, if necessary, to the nearest multiple of 1/100 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 rounding upwards).

“ 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 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.

“ LTV ” and “ LTV Range ” shall have the respective meanings given to such terms in Schedule I-A attached hereto.

“ Margin Deficit ” shall have the meaning specified in Section 4(a) hereof.

“ Margin Excess ” shall have the meaning specified in Section 4(b) hereof.

“ Margin Notice Deadline ” shall mean 10:00 a.m. (New York City time).

“ Market Value ” shall mean (A) with respect to any Purchased Security as of any relevant date, the market value for such Purchased Security on such date, as determined by Securities Buyer in its good faith business judgment or (B) with respect to any Purchased Loan as of any relevant date, the lesser of (x) the market value for such Purchased Loan on such date, as determined by Loan Buyer in its good faith business judgment and (y) 100% of the outstanding principal balance of such Purchased Loan

“ Mezzanine Asset ,” “ Mezzanine Borrower ” and “ Mezzanine Collateral ” shall have the respective meanings specified in Exhibit VI.

“ Mezzanine Loan ” has the meaning given to such term in clause (iii) of the definition of Eligible Loan.

“ Mezzanine Loan Documents ” shall have the meaning specified in Exhibit VI.

“ Mezzanine Note ” shall mean a note or other evidence of indebtedness of the direct or indirect owner or owners of all (or such lesser percentage as the Loan Buyer may agree to) equity or ownership interests in an underlying real property owner secured by a pledge of such ownership interests.

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

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“ Mortgage ” shall mean a mortgage, deed of trust, deed to secure debt or other instrument, creating a valid and enforceable first lien on or a first priority ownership interest in an estate in fee simple in real property and the improvements thereon, securing a mortgage note or similar evidence of indebtedness.

“ 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 securing repayment of the debt evidenced by a Mortgage Note.

“ Mortgagee ” shall  mean the record holder of a Mortgage Note secured by a Mortgage.

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

“ Multiemployer Plan ” shall mean a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been, or were required to have been, made by Seller or any ERISA Affiliate and which is covered by Title IV of ERISA.

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

“ New Asset ” shall mean an Eligible Loan or Eligible Security that Seller proposes to be included as a Purchased Asset.

“ Originated Asset ” shall mean any Eligible Loan whose Purchased Loan Documents were prepared by Seller.

“ Permitted Purchased Loan Modification ” shall mean any modification or amendment of a Purchased Loan which is not a Significant Purchased Loan Modification.

“ 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 by Seller or any ERISA Affiliate during the five year period ended prior to the date of this 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 this 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, other than a Multiemployer Plan.

“ PML ” shall have the meaning specified in Exhibit VI.

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

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“ Preferred Equity ” shall mean a performing current pay preferred equity position (with a put or synthetic maturity date structure replicating a debt instrument) representing the entire equity ownership interest in entities that own income producing commercial real estate.

“ Preliminary Due Diligence Package ” shall mean with respect to any New Asset, a summary memorandum outlining the proposed transaction, including, to the best of Seller’s knowledge, potential transaction benefits and all material underwriting risks, all Underwriting  Issues and all other characteristics of the proposed transaction that a reasonable buyer would consider material, together with the following due diligence information relating to the New Asset to be provided by Seller to the applicable Buyer pursuant to this Agreement (to the extent applicable):

With respect to each Eligible Loan:

(i)                                      all material documents which Seller has in its possession that relate to such New Asset, which material documents shall, as a general guideline, contain information consistent with the Asset Information;

(ii)                                   current rent roll, if applicable;

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

(iv)                               description of the Mortgaged Property and the ownership structure of the borrower and the sponsor (including, without limitation, the board of directors, if applicable);

(v)                                  indicative debt service coverage ratios;

(vi)                               indicative loan-to-value ratio;

(vii)                            term sheet outlining the transaction generally;

(viii)                         Seller’s relationship with the Mortgagor, if any; and

(ix)                                 with respect to any New Asset that is Pre-Existing Asset, a complete description of the legal structure and documentation thereof; and

(x)                                    any exceptions to the representations and warranties set forth in Exhibit VI to this Agreement as may be contained in an internal memorandum or offering document prepared by a third party.

With respect to each Eligible Security:

(i)            to the extent in the possession of the Seller, the following:

(A)          term sheet

(B)           pre-sale report

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(C)           private placement memorandum, offering memorandum, preliminary prospectus, final prospectus or similar documentation;

(ii)           loan data disk;

(iii)          materials furnished to the Rating Agencies in connection with the issuance of the Eligible Securities, to the extent provided to Seller;

(iv)          Securitization Documents;

(v)           remittance report for most recent period in Seller’s possession;

(vi)          quarterly remittance reports in Seller’s possession;

(vii)         accounting reports delivered with respect to the Eligible Security in Seller’s possession; and

(viii)        legal opinions delivered with respect to the Eligible Security in Seller’s possession.

“ 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 (excluding accrued Price Differential) for such Transaction on a 360-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 (reduced by any amount of such Price Differential previously paid by Seller to the applicable Buyer with respect to such Transaction).

“ Pricing Rate ” shall mean, for any Pricing Rate Period, an annual rate equal to the LIBO Rate for such Pricing Rate Period plus the relevant Applicable Spread for such Transaction and shall be subject to adjustment and/or conversion as provided in Sections 3(g) and 3(h) of this Agreement.

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

“ Pricing Rate Period ” shall mean, (a) 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 excluding the following Remittance Date, and (b) in the case of any subsequent Pricing Rate Period, the period commencing on and including such Remittance Date and ending on and excluding the following Remittance Date.

“ Prime Rate ” shall mean the prime rate of U.S. commercial banks as published in The Wall Street Journal (or, if more than one such rate is published, the average of such rates).

“ Principal Payment ” shall mean, with respect to any Purchased Loan or Purchased Security, any payment or prepayment of principal received by the Depository in respect thereof.

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“ Purchase Date ” shall mean any date on which Purchased Loans or Purchased Securities are to be transferred by Seller to the applicable Buyer.

“ Purchase Percentage ” shall mean, with respect to any Transaction as of any day, the “Purchase Percentage” specified for the applicable Asset Type Grouping and, in the case of an Eligible Loan, Leverage Category or, in the case of an Eligible Security, Rating Category, as set forth in Schedule I-A attached to this Agreement or another amount agreed upon by the applicable Buyer and Seller.  With respect to a Purchased Loan (e.g., a B-Note or Mezzanine Loan) which spans two or more Leverage Categories with respect to first and last Dollar LTVs, the Purchase Price shall be determined based on the weighted average Purchase Percentage for such Purchased Loan (i.e. be determined in proportion to the respective balance in each Leverage Category).

“ Purchase Price ” shall mean, with respect to any Purchased Asset, the price at which such Purchased Asset is transferred by Seller to Buyer on the applicable Purchase Date.  The Purchase Price as of any Purchase Date for any Purchased Asset shall be an amount (expressed in dollars) equal to the product obtained by multiplying (i) the Market Value of such Purchased Asset by (ii) the “Purchase Percentage” for such Purchased Asset, as set forth in Schedule I-A attached to this Agreement; provided , that notwithstanding the foregoing, the Seller may request that the Purchase Price set forth in a Confirmation be determined by applying a percentage lower than the Purchase Percentage set forth in Schedule I-A attached to this Agreement (and in such event the Seller shall have the right from time to time thereafter to request that the Buyer increase the related Purchase Price in a new Transaction subject only to the satisfaction of clauses (A), (C) and (E) of the definition of Transaction Conditions Precedent).

“ Purchased Asset ” shall mean the Purchased Securities and/or the Purchased Loans.

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

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

“ 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 assets delivered by Seller to Buyer pursuant to Section 4(a) of this Agreement.

“ Purchased Loan Schedule ” shall mean a schedule of Purchased Loans attached to each Trust Receipt and Custodial Delivery, which may but is not required to, contain information substantially similar to the Asset Information.

“ Purchased Securities ” shall mean, (i) with respect to any Transaction, the Eligible Securities sold by Seller to Buyer in such Transaction, and (ii) with respect to the Transactions in general, all Eligible Securities sold by Seller to Buyer and any additional collateral delivered by Seller to Buyer pursuant to Section 4(a) of this Agreement.

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“ Rating Agency ” shall mean any of Fitch Inc., Moody’s Investor Services, Inc. and Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies.

“ Rating Category ” shall mean any of the categories, based on the applicable rating, designated as “unrated,” “B-,” “B,” “B+,” “BB-,” “BB,” “BB+,” “BBB-,” “BBB,” listed in Schedule I-A attached to this Agreement.

“ Recourse Debt to Equity Ratio ” shall mean the ratio of Total Recourse Indebtedness to Tangible Net Worth.

“ Reference Banks ” shall mean banks 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 Reference Banks shall be JPMorgan Chase Bank, Barclays Bank, Plc and Citibank, N.A.  If any such Reference Bank should be unwilling or unable to act as such or if the applicable Buyer shall terminate the appointment of any such Reference Bank or if any of the Reference Banks should be removed from the Reuters Monitor Money Rates Service or in any other way fail to meet the qualifications of a Reference Bank, the applicable Buyer in the exercise of its good faith business judgment may designate alternative banks meeting the criteria specified in clauses (i) and (ii) above.

“ Relevant System ” shall mean (a) The Depository Trust Company in New York, New York, or (b) such other clearing organization or book-entry system as is designated in writing by the Buyer.

“ REMIC ” shall mean a real estate mortgage investment conduit, within the meaning of Section 860D(a) of the Code.

“ Remittance Date ” shall mean the twentieth (20th) calendar day of each month, or the next succeeding Business Day, if such calendar day shall not be a Business Day, or such other day as is mutually agreed to by Seller and the applicable Buyer.

“ Replacement Asset ” shall have the meaning specified in Section 14(b)(ii) of this Agreement.

“ Repurchase Date ” shall mean, with respect to each Transaction, the [twentieth (20 ^th )] day of each calendar month or if such day is not a Business Day, the immediately succeeding Business Day; provided , that notwithstanding the foregoing, so long as no Event of Default on the part of the Seller has occurred and is continuing, the aforementioned Repurchase Date shall be automatically extended and recur on the [twentieth (20 ^th )] day (or if such day is not a Business Day, the immediately succeeding Business Day) in each succeeding calendar month; provided further , that in the event the Availability Period is not extended as described in the proviso to the definition of “Availability Period,” then (x) the Seller shall have the one time right exercisable at or prior to the end of the then-current Availability Period to notify the applicable Buyer in writing that it is extending the Repurchase Date with respect to any or all outstanding Transactions to the second (2 ^nd ) anniversary of the end of the then current Availability Period subject to payment of the Extension Fee set forth in Section 3(f) or (y) if the Seller does not deliver the extension notice pursuant to the immediately preceding clause (x), the Repurchase Date shall be accelerated and shall occur on the last day of the Availability Period.

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“ Repurchase Price ” shall mean, with respect to any Purchased Securities or Purchased Loans as of any date, the price at which such Purchased Securities or Purchased Loans are to be transferred from the applicable 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 Securities or Purchased Loans and the accrued but unpaid Price Differential with respect to such Purchased Securities or Purchased Loans as of the date of such determination, minus all Income and cash actually received by the applicable Buyer in respect of such Transaction pursuant to Sections 4(a), 4(d), 5(c), 5(d) and 5(e) of this Agreement all as shall be notified by the applicable Buyer to the Custodian in writing or electronic transmission.

“ 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 the Buyer.

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

“ Securities Buyer ” shall mean Citigroup Global Markets Inc., or any successor.

“ Securitization Document ” shall mean, with respect to any Eligible Securities, any pooling and servicing agreement or other agreement governing the issuance and administration of such Eligible Securities.

“ Seller ” shall mean Capital Trust, Inc., a Maryland corporation.

“ Servicing Agreement ” shall have the meaning specified in Section 29(b).

“ Servicing Records ” shall have the meaning specified in Section 29(b).

“ Significant Purchased Loan Modification ” means 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 Loan Buyer in determining the related Purchase Price,

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(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 regularly scheduled payments of principal and non-contingent interest 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 in question or the payment priority of the Purchased Loan in question other than subordinations required under the then existing terms and conditions of the Purchased Loan in question (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 the Seller do not materially adversely affect the rights and interest of the holder of the Purchased Loan in question),

(vi)          releases any asset for the Purchased Loan in question 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 documentation, or

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

(ix)           with respect to Preferred Equity only, modifies or amends in any material respect the organizational agreement or other document that creates and establishes the rights and remedies of the Preferred Equity.

“ Subsidiary ” shall mean, with respect to any Person, any corporation, partnership or other entity 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 List ” shall mean, with respect to any New Asset, information or deliveries concerning the New Asset that Buyer shall reasonably request in addition to the Preliminary Due Diligence Package.

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

“ 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.

“ Target Price ” shall mean, with respect to any Purchased Asset as of any date, the amount (expressed in dollars) obtained by multiplying (i) the Market Value of such Purchased Asset as of such date by (ii) the Purchase Percentage for such Purchased Asset, as set forth in Schedule I-A attached to this Agreement.

“ Title Exceptions ” shall have the meaning specified in Exhibit VI.

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

“ Total Indebtedness ” shall mean, for any period, the aggregate Indebtedness of Seller and its consolidated Subsidiaries during such period (including, without limitation, off-balance sheet Indebtedness), less the amount of any nonspecific balance sheet reserves maintained in accordance with GAAP, provided that the calculation of Total Indebtedness will exclude (i) amounts of liabilities resulting from the sale of participation interests classified as participations sold on the liabilities side of Seller’s balance sheet, (ii) liabilities resulting from consolidation of debt associated with securitizations where Seller has no recourse obligation for the debt and which debt was not issued by Seller or its Subsidiaries and (iii) liabilities resulting from the consolidation of vehicles managed by Seller or a Subsidiary of Seller where Seller has less than a 50% equity interest.

“ Total Recourse Indebtedness ” shall mean, for any period, the aggregate Indebtedness of Seller and its consolidated Subsidiaries during such period (including, without limitation, off-balance sheet Indebtedness), less the amount of any nonspecific balance sheet reserves maintained in accordance with GAAP, provided that the calculation of Total Indebtedness will exclude (i) amounts of liabilities resulting from the sale of participation interests classified as participations sold on the liabilities side of Seller’s balance sheet, (ii) liabilities resulting from consolidation of debt incurred by wholly owned Subsidiaries of the Seller where Seller has no recourse obligation for the debt and (iii) liabilities resulting from the consolidation of vehicles managed by Seller or a Subsidiary of the Seller where Seller has less than a 50% equity interest.

“ Transaction Conditions Precedent ” shall have the meaning specified in Section 3(b) of this Agreement.

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“ Transaction Documents ” shall mean, collectively, this Agreement, any applicable Annexes to this Agreement, the Custodial Agreement and all Confirmations executed pursuant to this Agreement in connection with specific Transactions.

“ Trustee ” shall mean, with respect to any Eligible Securities, the trustee under the Securitization Document applicable to such Eligible Securities for each Transaction.

“ Trust Receipt ” shall mean a trust receipt issued by Custodian to the applicable Buyer confirming the Custodian’s possession of certain Purchased Loan Files which are the property of and held by Custodian for the benefit of the applicable Buyer (or any other holder of such trust receipt) or a bailment arrangement with counsel or other third party acceptable to the applicable Buyer in its sole discretion.

“ UCC ” shall have the meaning specified in Section 6 of this Agreement.

“ UCC-9 Policy ” and “ Underlying Property Owner ” shall have the meanings specified in Exhibit VI.

“ Underlying Mortgaged Property ” shall mean, in the case of any:

(a)                                   B Note, the Mortgaged Property securing such B Note (if the B Note is a debt instrument), or the Mortgaged Property securing the Mortgage Loan in which such B Note represents a junior participation (if the B Note is a participation interest); or

(b)                                  Mezzanine Loan, the Mortgaged Property that is owned by the Person the Capital Stock of which is pledged as security for such Mezzanine Loan; or

(c)                                   Preferred Equity, Mortgaged Property that is owned by the entity whose equity ownership interest is represented by such Preferred Equity.

“ Underwriting Issues ” shall mean, with respect to any Asset 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 be considered a materially “negative” factor (either separately or in the aggregate with other information), 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 buyer in determining whether to originate or acquire the Asset in question.

3.             INITIATION; CONFIRMATION; TERMINATION; FEES

(a)           Subject to the terms and conditions set forth in this Agreement (including, without limitation, the “Transaction Conditions Precedent” specified in Section 3(b) of this Agreement), an agreement to enter into a Transaction shall be made in writing at the initiation of Seller as provided below; provided , however , that (i) the aggregate Repurchase Price (excluding accrued Price Differential with respect to the Purchased Securities and Purchased Loans as of the date of determination) for all Transactions shall not exceed the Facility Amount and (ii) the Buyers shall not have any obligation to enter into Transactions with the Seller after the end of the Availability

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Period.  Seller shall give the applicable Buyer written notice of each proposed Transaction and the applicable Buyer shall inform Seller of its determination with respect to any assets proposed to be sold to the applicable Buyer by Seller solely in accordance with Exhibit VIII attached hereto.  The applicable Buyer shall have the right to review all Eligible Loans and Eligible Securities proposed to be sold to such Buyer in any Transaction and to conduct its own due diligence investigation of such Eligible Loans and Eligible Securities as such Buyer reasonably determines.  Each Buyer shall be entitled to make a determination, in the exercise of its good faith sole discretion, that it shall or shall not purchase any or all of the assets proposed to be sold to such Buyer by Seller.  Notwithstanding the foregoing, Seller shall not initiate, and Securities Buyer shall not have any obligation to enter into, any Transaction with respect to Eligible Securities rated below investment grade by any Rating Agency, if the aggregate outstanding Repurchase Price of all Purchased Securities rated below investment grade would exceed 20% of the Facility Amount.

(b)           Upon agreeing to enter into a Transaction hereunder, provided each of the Transaction Conditions Precedent (as hereinafter defined) shall have been satisfied (or waived by the applicable Buyer), Seller shall promptly deliver to the applicable Buyer a written confirmation in the form of Exhibit I attached hereto of each Transaction or such other form as may be provided by Buyers from time to time (a “ Confirmation ”).  Such Confirmation shall describe the Purchased Securities (including CUSIP number, if any) and/or Purchased Loans, shall identify the applicable Buyer and Seller, and shall set forth:

(i)                                      the Purchase Date,

(ii)                                   the Purchase Price for such Purchased Securities and/or Purchased Loans,

(iii)                                the Repurchase Date,

(iv)                               the Pricing Rate applicable to the Transaction (including the Applicable Spread) and

(v)                                  any additional terms or conditions not inconsistent with this Agreement.

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. The applicable Buyer or its agent shall determine in accordance with the terms of this 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.  For purposes of this Section 3(b), the “Transaction Conditions Precedent” shall be deemed to have been satisfied with respect to any proposed Transaction if:

(A)                               no Default or Event of Default (in each case, other than with respect to a Buyer) under this Agreement shall have occurred and be continuing as of the Purchase Date for such proposed Transaction;

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(B)                                 Seller shall have demonstrated to the reasonable satisfaction of the applicable Buyer in writing the acquisition cost of such Purchased Asset (including therein reasonable supporting documentation required by the applicable Buyer, if any);

(C)                                 the representations and warranties made by Seller in any of the Transaction Documents shall be true and correct in all material respects as of the Purchase Date for such Transaction (except to the extent such representations and warranties are made as of a particular date);

(D)                                the applicable Buyer shall have (A) determined, in accordance with the applicable provisions of Section 3(a) of this Agreement, that the assets proposed to be sold to the applicable Buyer by Seller in such Transaction are Eligible Securities and/or Eligible Loans and (B) approved the inclusion of such Eligible Loan as a Purchased Loan in a Transaction;

(E)                                  Seller and Buyer shall have executed the related Confirmation; and

(F)                                  Seller shall have paid to Buyer the Funding Fee, if any, due and payable (which amount, upon the agreement of Buyer and Seller, may be held back from funds remitted to Seller by Buyer).

(c)           Each Confirmation, together with this Agreement, shall be conclusive evidence of the terms of the Transaction(s) covered thereby.  In the event of any conflict between the terms of such Confirmation and the terms of this Agreement, the Confirmation shall prevail.

(d)           No Transaction shall be terminable on demand by a Buyer (other than upon the occurrence and during the continuance of an Event of Default by Seller).  Seller shall be entitled to terminate a Transaction on demand, in whole or in part, and repurchase any or all of the Purchased Securities and/or Purchased Loans subject to a Transaction on any Business Day prior to the Repurchase Date (an “ Early Repurchase Date ”); provided , however , that:

(i)                                      Seller notifies Buyer in writing of its intent to terminate such Transaction and repurchase such Purchased Securities and/or Purchased Loans no later than two (2) Business Days (or such shorter period of time as Buyer may consent to, such consent not to be unreasonably withheld, delayed or conditioned) prior to such Early Repurchase Date, and

(ii)                                   on such Early Repurchase Date Seller pays to the applicable Buyer an amount equal to the sum of the Repurchase Price for such Transaction and any other amounts payable under this Agreement (including, without limitation, Section 3(i) of this Agreement) with respect to such Transaction against transfer to the Seller or its agent of such Purchased Securities and/or Purchased Loans.

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Such notice shall set forth the Early Repurchase Date and shall identify with particularity the Purchased Securities and/or Purchased Loans to be repurchased on such Early Repurchase Date.

(e)           On the Repurchase Date, termination of the Transactions will be effected by transfer to Seller or its agent of the Purchased Securities and Purchased Loans and any Income in respect thereof received by the applicable Buyer (and not previously credited or transferred to, or applied to the obligations of, Seller pursuant to Section 5 of this Agreement) against the simultaneous transfer of the Repurchase Price to an account of the applicable Buyer.

(f)            On each Purchase Date and on each date on which funds representing Margin Excess are transferred by Buyer to Seller, Seller shall pay to Buyer the related Funding Fee, if any.  Seller shall pay to Buyer a non-refundable Extension Fee on the date on which the Seller delivers to the Buyer the extension notice contemplated in the second proviso to the definition of “Repurchase Date” if Seller elects to extend the Repurchase Date to the second anniversary of the end of the then current Availability Period pursuant to the definition of “Repurchase Date”.

(g)           If prior to the first day of any Pricing Rate Period with respect to any Transaction, (i) Buyer shall have determined in the exercise of its reasonable business judgment (which determination shall be conclusive and binding upon Seller) 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 the applicable Buyer (as determined and certified by such Buyer) of making or maintaining Transactions during such Pricing Rate Period, the applicable 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 the applicable Buyer, shall be a per annum rate equal to the Prime Rate (the “ Alternative Rate ”).

(h)           Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof shall make it unlawful for a Buyer to effect Transactions as contemplated by the Transaction Documents, (a) the commitment of such Buyer hereunder to enter into new Transactions and to continue Transactions as such shall forthwith be canceled, and (b) the 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 Transaction occurs on a day which is not the last day of the then current Pricing Rate Period with respect to such Transaction, Seller shall pay to the applicable Buyer such amounts, if any, as may be required pursuant to Section 3(i) of this Agreement.

(i)            Upon demand by a Buyer, Seller shall indemnify such Buyer and hold such Buyer harmless from any net actual, out-of-pocket loss or expense (not to include any lost profit or opportunity) (including, without limitation, actual reasonable attorneys’ fees and disbursements) which such Buyer may sustain or incur as a consequence of (i) default by the Seller in terminating any Transaction after the Seller has given a notice in accordance with Section 3(d) of a termination of a Transaction, (ii) any payment of the Repurchase Price on any day other than a Remittance Date or the Repurchase Date (including, without limitation, any such actual,

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out-of-pocket loss or expense arising from the reemployment of funds obtained by such Buyer to maintain Transactions hereunder or from customary and reasonable fees payable to terminate the deposits from which such funds were obtained) or (iii) a default by Seller in selling Eligible Loans or Eligible Securities after Seller has notified such Buyer of a proposed Transaction and such Buyer has agreed to purchase such Eligible Loans or Eligible Securities in accordance with the provisions of this Agreement.  A certificate as to such actual costs, losses, damages and expenses, setting forth the calculations therefor shall be submitted promptly by the applicable Buyer to Seller and shall be prima facie evidence of the information set forth therein.

(j)            If 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 a 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 such Buyer made subsequent to the date hereof:

(i)                                      shall subject such Buyer to any tax of any kind whatsoever with respect to the Transaction Documents, any Purchased Security or Purchased Loan or any Transaction, or change the basis of taxation of payments to such Buyer in respect thereof (except for income taxes and any changes in the rate of tax on such 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 a Buyer which is not otherwise included in the determination of the LIBO Rate hereunder; or

(iii)                                shall impose on a Buyer any other condition;

and the result of any of the foregoing is to increase the cost to such Buyer, by an amount which such Buyer deems, in the exercise of its reasonable business judgment, to be material, 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 promptly pay such Buyer, upon its demand, any additional amounts necessary to compensate Buyer for such increased cost or reduced amount receivable.  If a Buyer becomes entitled to claim any additional amounts pursuant to this Section 3(j), it shall, within ten (10) Business Days of such event, notify Seller of the event by reason of which it has become so entitled except that Seller shall not be liable for any additional amounts under this Section 3(j) with respect to any period more than 90 days prior to the date that Seller receives notice thereof from a Buyer.  Such notification as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by the applicable Buyer to Seller and shall be prima facie evidence of such additional amounts.  This covenant shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Securities and Purchased Loans.

(k)           If a Buyer shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or

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compliance by such Buyer or any corporation controlling such 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 does or shall have the effect of reducing the rate of return on such Buyer’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which such Buyer or such corporation could have achieved but for such adoption, change or compliance (taking into consideration such Buyer’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Buyer, in the exercise of its reasonable business judgment, to be material, then from time to time, after submission by such Buyer to Seller of a written request therefor, Seller shall pay to such Buyer such additional amount or amounts as will compensate such Buyer for such reduction.  Such notification as to the calculation of any additional amounts payable pursuant to this subsection shall be submitted by such Buyer to Seller and shall be prima facie evidence of such additional amounts.  This covenant shall survive the termination of this Agreement and the repurchase by Seller of any or all of the Purchased Securities and Purchased Loans.

(l)            If any of the events described in Section 3(g), Section 3(h), Section 3(j) or Section 3(k) 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 and Purchased Securities no later than one (1) Business Day after notice is given to Buyer in accordance with Section 3(l).  The election by Seller to terminate the Transactions in accordance with this Section 3(l) 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 and Purchased Securities.

(m)          Seller shall have the right, from time to time, to notify Buyer that Seller intends on transferring cash to Buyer for the purpose of reducing the Repurchase Price on, but not terminating, a Transaction for a Purchased Security or Purchased Loan on any date before the Repurchase Date (and, in such event, the Seller shall have the right from time to time thereafter to request that the Buyer increase the related Purchase Price as Margin Excess in a new Transaction).  If any notice is given by Seller under Section 3(m) of this Agreement at or prior to 3:00 p.m. (New York City time), then the Seller may transfer cash as provided above on the next following Business Day after the giving of such notice.  If any notice is given by Seller under Section 3(m) of this Agreement after 3:00 p.m. (New York City time), then the Seller may transfer cash as provided above on the second following Business Day after the giving of such notice.

4.             MARGIN MAINTENANCE

(a)           If at any time, the Market Value of all of the Purchased Securities or all of the Purchased Loans in the aggregate shall be less than the Buyer’s Margin Amount for all of the Purchased Securities or all of the Purchased Loans in the aggregate (a “ Margin Deficit ”), then the applicable Buyer may by notice to Seller (which notice shall set forth in reasonable detail such Buyer’s calculation of such Margin Deficit) require Seller to transfer to such Buyer (A) cash or (B) additional assets acceptable to such Buyer in its sole and absolute discretion, so that the sum obtained by adding the Market Value of all of the Purchased Securities or all of the Purchased Loans in the aggregate plus such cash and additional assets shall equal or exceed the

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Deficit Cure Amount for all of the Purchased Securities or all of the Purchased Loans as of the same date.

(b)           If at any time the Market Value of any Purchased Asset multiplied by the Purchase Percentage for such Purchased Asset shall be greater than the Repurchase Price (excluding Price Differential) for the Transaction relating to such Purchased Asset (a “ Margin Excess ”) then the Seller may by notice to Buyer require Buyer to transfer to Seller cash in an amount up to the Margin Excess; provided , that any such transfer of cash (1) shall not be in an amount less than $500,000, (2) shall be deemed a new Transaction for purposes of this Agreement with a new Purchase Date and be evidenced by amended and restated Confirmations, (3) shall not be available to Seller if an Event of Default on the part of Seller has occurred and is continuing and (4) shall be subject to payment of the Funding Fee, if any (other than in the circumstance where the Seller has reduced the Repurchase Price pursuant to Section 3(m) of this Agreement and such transfer of cash represents a re-advance of amounts for which a Funding Fee was previously paid).

(c)           If any notice is given by a Buyer under Section 4(a) of this Agreement on any Business Day at or prior to the Margin Notice Deadline, the Seller shall transfer cash or additional assets as provided in Section 4(a) by no later than the next following Business Day after the giving of such notice.  If any notice is given by a Buyer under Section 4(a) of this Agreement on any Business Day after the Margin Notice Deadline, the Seller shall transfer cash or additional assets as provided in Section 4(a) by no later than the second following Business Day after the giving of such notice.  If any notice is given by Seller under Section 4(b) of this Agreement prior to the close of business on any Business Day, the Buyer shall transfer cash as provided in Section 4(b) no later than the close of business in the relevant market on the following Business Day.  Notice required pursuant to Section 4(a) or 4(b) of this Agreement may be given by any means of telecopier or telegraphic transmission and shall be delivered in accordance with the terms of this Agreement.  The failure of a Buyer or Seller, on any one or more occasions, to exercise its rights under Section 4(a) or 4(b) of this Agreement shall not change or alter the terms and conditions to which this Agreement is subject or limit the right of a Buyer or Seller to do so at a later date.  Each Buyer and Seller agree that any failure or delay by a Buyer or Seller to exercise its rights under Section 4(a) or 4(b) of this Agreement shall not limit such party’s rights under this Agreement or otherwise existing by law or in any way create additional rights for such party.

(d)           Any cash transferred to a Buyer pursuant to Section 4(a) of this Agreement with respect to any Purchased Securities or any Purchased Loans shall be attributed to the Repurchase Price of such Purchased Security or Purchased Loan, respectively, for which there was a Margin Deficit.  The amount of any cash transferred by Buyer pursuant to Section 4(b) of this Agreement with respect to any Purchased Security or Purchased Loan, respectively, shall increase the Repurchase Price of the relevant Transaction by such amount.

5.             INCOME PAYMENTS AND PRINCIPAL PAYMENTS

(a)           The Cash Management Account shall be established at the Depository concurrently with the execution and delivery of this Agreement by Seller and the Buyers.  The Buyers shall have sole dominion and control over the Cash Management Account.  All Income in

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respect of the Purchased Assets and any payments in respect of associated Hedging Transactions, as well as any interest received from the reinvestment of such Income, shall be deposited directly into the Cash Management Account and shall be remitted by the Depository in accordance with the applicable provisions of Sections 5(b), 5(c), 5(d), 5(e) and 14(b)(i) of this Agreement.

(b)           With respect to each Purchased Loan, Seller shall deliver to each Mortgagor, issuer of a participation or borrower under a Purchased Loan an irrevocable direction letter in the form attached as Exhibit III to this Agreement instructing the Mortgagor, issuer of a participation or borrower to pay all amounts payable under the related Purchased Loan to the Cash Management Account and shall provide to Loan Buyer proof of such delivery.  If a Mortgagor, issuer of a participation or borrower forwards any Income with respect to a Purchased Loan to Seller rather than directly to the Cash Management Account, Seller shall (i) deliver an additional irrevocable direction letter to the applicable Mortgagor, issuer of a participation or borrower and make other commercially reasonable efforts to cause such Mortgagor, issuer of a participation or borrower to forward such amounts directly to the Cash Management Account and (ii) immediately deposit in the Cash Management Account any such amounts.

(c)           So long as no Event of Default (other than with respect to a Buyer) shall have occurred and be continuing, all Income received by the Depository in respect of the Purchased Assets (other than Principal Payments) during each Collection Period shall be remitted on a daily basis to the Seller.  On each Remittance Date, Seller shall pay to the Buyers an amount equal to the Price Differential which has accrued and is unpaid as of such Remittance Date.

(d)           So long as no Event of Default (other than with respect to a Buyer) shall have occurred and be continuing, any Principal Payment (other than a Principal Payment representing a scheduled amortization payment) received by the Depository with respect to a Purchased Loan or Purchased Security shall be applied by not later than the Business Day following the Business Day on which such Principal Payment is received by the Depository to make a payment to the related Buyer on account of the Repurchase Price of the Purchased Securities or Purchased Loans in respect of which such Principal Payment has been received, until the Repurchase Price for such Purchased Securities or Purchased Loans has been reduced to the Target Price (or to zero in the case of any Principal Payments in full) for such Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by such Buyer in its good faith business judgment after giving effect to such Principal Payment).  In addition to such application of the Principal Payment, Seller shall pay to the Buyers an amount equal to the Price Differential which has accrued and is unpaid with respect to the amount of such Principal Payment on the Business Day on which such Principal Payment is applied as described above.  So long as no Event of Default (other than with respect to a Buyer) shall have occurred and be continuing, any Principal Payment representing a scheduled amortization payment which is a portion of the Income received by the Depository during each Collection Period shall be applied by the Depository on the related Remittance Date in the following order of priority:

(i)                                      first , to make a payment to the related Buyer on account of the Repurchase Price of the Purchased Securities or Purchased Loans in respect of which such Principal Payment has been received, until the Repurchase Price for such Purchased Securities or Purchased Loans has been reduced to the Target Price (or to zero in the case of any Principal Payments in full) for

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such Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by such Buyer in its good faith business judgment after giving effect to such Principal Payment);

(ii)                                   second , to make a payment on account of the Repurchase Price of any other Purchased Securities or Purchased Loans of the related Buyer as to which the Repurchase Price exceeds the Target Price (for this purpose, making such payment in the order of those Purchased Securities or Purchased Loans with the largest to smallest excess of Repurchase Price over Target Price), until the aggregate Repurchase Price for all of such Purchased Securities or Purchased Loans has been reduced to the aggregate Target Price for all of the Purchased Securities or Purchased Loans, respectively as of the date of such payment (as determined by such Buyer in its good faith business judgment after giving effect to such Principal Payment) and application of net sale proceeds; and

(iii)                                third , to remit to Seller the remainder of such Principal Payment or net sale proceeds.

(e)           If an Event of Default (other than with respect to a Buyer) shall have occurred and be continuing, all Income received by the Depository in respect of the Purchased Assets and the associated Hedging Transactions shall be applied by the Depository on the Business Day next following the Business Day on which such funds are deposited in the Cash Management Account as follows:

(i)                                      first , to remit to the applicable Buyer an amount equal to the Price Differential which has accrued and is outstanding in respect of either all of the Purchased Loans or all of the Purchased Securities as of such Business Day;

(ii)                                   second , to make a payment to applicable Buyer on account of the Repurchase Price of the Purchased Loans or Purchased Securities until the Repurchase Price for all of the Purchased Loans or Purchased Securities has been reduced to zero; and

(iii)                                third , to remit to Seller the remainder.

6.             SECURITY INTEREST

The Buyers and Seller intend that all Transactions hereunder be sales to the applicable Buyer of the Purchased Securities and Purchased Loans and not loans from a Buyer to Seller secured by the Purchased Securities and Purchased Loans.  However, in the event any such Transaction with respect to a Purchased Loan is deemed to be a loan, 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 of the following property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (collectively, the “ Assets ”) to the Loan Buyer, and on a subordinated basis to the Securities Buyer, to secure the payment and performance of all other

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amounts or obligations owing to the Loan Buyer, and on a subordinated basis to the Securities Buyer, pursuant to this Agreement and the related documents described herein:

(a)           the Purchased Loans, Servicing Agreements, Servicing Records, insurance relating to the Purchased Loans, and collection and escrow accounts relating to the Purchased Loans;

(b)           the Hedging Transactions entered into with respect to the Purchased Loans;

(c)           the Cash Management Account and all monies from time to time on deposit in the Cash Management Account;

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

(e)           all replacements, substitutions or distributions on or proceeds, payments, Income and profits of, and records (but excluding any financial models or other proprietary information) and files relating to any and all of any of the foregoing.

In the event any such Transaction with respect to a Purchased Security is deemed to be a loan, 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 of the following property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located (also, collectively, the “ Assets ”) to the Securities Buyer, and on a subordinated basis to the Loan Buyer, to secure the payment and performance of all amounts or obligations owing to the Securities Buyer, and on a subordinated basis to the Loan Buyer, pursuant to this Agreement and the related documents described herein:

(a)           the Purchased Securities;

(b)           the Hedging Transactions entered into with respect to the Purchased Securities;

(c)           the Cash Management Account and all financial assets (including without limitation all security entitlements with respect to all financial assets) from time to time on deposit in or credited to the Cash Management Account;

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

(e)           all replacements, substitutions or distributions on or proceeds, payments, Income and profits of, and records (but excluding any financial models or other proprietary information) and files relating to any and all of any of the foregoing.

The Buyers’ security interest in the Assets shall terminate only upon termination of the Seller’s obligations under this Agreement and the documents delivered in connection herewith and therewith.  Upon such termination, each Buyer shall deliver to Seller such UCC termination statements and other release documents as may be commercially reasonable and to return the Purchased Assets to Seller.  For purposes of the grant of the security interest pursuant to Section

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6 of this Agreement, this Agreement shall be deemed to constitute a security agreement under the New York Uniform Commercial Code (the “ UCC ”).  Each Buyer shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC and the other laws of the State of New York.  In furtherance of the foregoing, (a) each Buyer, at Seller’s sole cost and expense, shall cause to be filed in such locations as may be reasonably necessary to perfect and maintain perfection and priority of the security interest granted hereby, UCC financing statements and continuation statements (collectively, the “ Filings ”), and shall forward copies of such Filings to Seller upon completion thereof, and (b) Seller shall from time to time take such further actions as may be reasonably requested by Buyer to maintain and continue the perfection and priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Buyer hereunder).

7.             PAYMENT, TRANSFER AND CUSTODY

(a)           On the Purchase Date for each Transaction, ownership of the Purchased Securities and/or Purchased Loans shall be transferred to Buyer or its designee (including the Custodian) against the simultaneous transfer of the Purchase Price to an account specified by Seller relating to such Transaction and indicated on the Confirmation; provided , that if such account is not:

Bank:
City/State:
ABA:
Account Name:
Account #:
Attention:

then such Confirmation shall require the signature of two (2) Authorized Representatives (as set forth on Exhibit II hereto) of the Seller.

(b)           On or prior to the applicable Purchase Date, Seller shall deliver the related Purchased Securities (and in the case of the Purchased Securities that are traded through The Depository Trust Company, registered in the name of the Custodian) and all necessary documentation to the Custodian in accordance with the Custodial Agreement so that, upon the occurrence and continuation of an Event of Default, the Securities Buyer may, without any further action of Seller, re-register such Purchased Securities in the name of the Securities Buyer and have all rights of conversions, exchange, subscription and any other rights, privileges and options pertaining to such Purchased Securities as the owner thereof, and in connection therewith, the right to deposit and deliver any and all of the Purchased Securities with any committee, depositary transfer, agent, register or other designated agency upon such terms and conditions as the Securities Buyer may reasonably determine.  The Purchased Securities shall be held by the Custodian as exclusive bailee and agent for the Securities Buyer, either directly or through the facilities of a Relevant System, as “securities intermediary” (as defined in Section 8-102(a)(14) of the UCC and 31 C.F.R. Section 357.2) and credited to the “securities account” (as defined in Section 8-501(a) of the UCC) of Securities Buyer.  The Securities Buyer, as “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to the Purchased Securities, shall be entitled to receive all cash dividends and distributions paid in respect thereof.

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(c)           With respect to Purchased Securities that shall be delivered or held in uncertificated form and the ownership of which is registered on books maintained by the issuer thereof or its transfer agent, Seller shall execute and deliver such documents or instruments, in each case in blank, necessary so that such Purchased Securities are able to be legally and validly transferred to Securities Buyer without any further action of Seller upon the occurrence and continuation of an Event of Default.  With respect to Purchased Securities that shall be delivered or held in definitive, certificated form, Seller shall deliver to the Custodian the original of the relevant certificate along with all other documentation so that such Purchased Securities may be registered in the name of Securities Buyer without any further action of Seller upon the occurrence and continuation of an Event of Default.  With respect to Purchased Securities that shall be delivered through a Relevant System in book entry form and credited to or otherwise held in a securities account, Seller shall take such actions necessary to provide instruction to the relevant financial institution or other entity, which instruction shall be sufficient if complied with to register the transfer of Purchased Securities from Seller to Securities Buyer or its designee.  Any delivery of a Purchased Security in accordance with this paragraph, or any other method acceptable to Securities Buyer, shall be sufficient to cause Securities Buyer to be the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) with respect to the Purchased Securities and, if the Transaction is recharacterized as a secured financing, to have a perfected first priority security interest therein.  No Purchased Securities, whether certificated or uncertificated, shall remain in the name, or possession, of Seller or any of its agents or in any securities account in the name of Seller or any of its agents.

(d)           Except to the extent waived by the applicable Buyer in its sole discretion, as a condition to the Buyer’s purchase of any Purchased Securities or Purchased Loans, as applicable, Seller shall deliver to the applicable Buyer on or prior to the Purchase Date:

With respect to each Security, to the extent reasonably available to Seller:

(i)                                      copies of the executed Securitization Document governing such Purchased Securities, and the offering documents related to such Purchased Securities, each certified by Seller as a true, correct and complete copy of the original document delivered to Seller, and any ancillary documents required to be delivered to holders of the Purchased Securities under such Securitization Document;

(ii)                                   one or more officer’s certificates with respect to the completeness of the documents delivered as may be reasonably requested by Securities Buyer,

(iii)                                an instruction letter from Seller to the Trustee under such Securitization Document, instructing the Trustee to remit all sums required to be remitted to the holder of such Purchased Securities under such Securitization Document to the Depository or as otherwise directed in a written notice signed by Seller and Securities Buyer,

(iv)                               copies of all distribution statements, if any, delivered to Seller pursuant to such Securitization Document during the three-month period immediately preceding such Purchase Date, and

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(v)                                  any other documents or instruments necessary in the reasonable opinion of Securities Buyer to consummate the sale of such Purchased Securities to Buyer or, if such Transaction is recharacterized as a secured financing, to create and perfect in favor of Securities Buyer a valid perfected first priority security interest in such Purchased Securities.

(e)           On or before each Purchase Date, Seller shall deliver or cause to be delivered to the applicable Buyer or its designee the Custodial Delivery in the form attached hereto as Exhibit IV; provided, that notwithstanding the foregoing, upon request of the Seller, the applicable Buyer in its sole discretion may elect to permit the Seller to make such delivery by not later than the third (3 rd ) Business Day after the related Purchase Date, so long as the Seller causes an Acceptable Attorney to deliver to the applicable Buyer and the Custodian an Attorney’s Bailee Letter on or prior to such Purchase Date.  In connection with each sale, transfer, conveyance and assignment of a Purchased Loan, on or prior to each Purchase Date with respect to such Purchased Loan, the Seller shall deliver or cause to be delivered and released to the Custodian the following documents (collectively, the “Purchased Loan File”) pertaining to each of the Purchased Loans identified in the Custodial Delivery delivered therewith; provided, that Seller shall deliver a certificate of an Authorized Representative of Seller certifying that any copies of documents delivered represent true and correct copies of the originals of such documents:

With respect to each Purchased Loan secured directly by a Mortgage (other than a B Note or Mezzanine Loan as set forth in clauses (ii) and (iii), respectively, of the definition of Eligible Loan):

(i)                                      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 (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 as [previous name]”).

(ii)                                   An original or copy of any guarantee executed in connection with the Mortgage Note (if any).

(iii)                                An original or copy of the Mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located.

(iv)                               Originals or copies of all assumption, modification, consolidation or extension agreements with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located.

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(v)                                  An original or copy of the Assignment of Mortgage in blank for each Purchased Loan, in form and substance acceptable to Buyer 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 as [previous name]”).

(vi)                               Originals or copies of all intervening assignments of mortgage with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located.

(vii)                            An original or copy of the attorney’s opinion of title and abstract of title or the original mortgagee title insurance policy, or if the original mortgagee title insurance policy has not been issued, the irrevocable marked commitment to issue the same.

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

(ix)                                 An original or copy of the assignment of leases and rents, if any, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located.

(x)                                    Originals or copies of all intervening assignments of assignment of leases and rents, if any, or copies thereof, with evidence of recordation, or submission for recordation, from the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located.

(xi)                                 A copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by Seller in blank, which UCC assignments shall be in form and substance acceptable for filing.

(xii)                              An environmental indemnity agreement (if any).

(xiii)                           An omnibus assignment in blank (if any).

(xiv)                          A disbursement letter from the Mortgagor to the original mortgagee (if any).

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

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

(xvii)                       A copy of the Mortgagor’s opinion of counsel (if any).

(xviii)                    An assignment of permits, contracts and agreements (if any).

With respect to each Purchased Loan which is a mezzanine loan secured by a pledge of the entire (or such lesser amount as Loan Buyer may agree to) direct or indirect equity ownership interest of Seller in an entity that owns a multifamily or commercial property:

(i)                                      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 (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 as [previous name]”).

(ii)                                   An original or copy of the mezzanine loan agreement and the guarantee, if any, executed in connection with the Purchased Loan.

(iii)                                An original or copy of the intercreditor or loan coordination agreement, if any, executed in connection with the Purchased Loan.

(iv)                               An original or copy of the security agreement executed in connection with the Purchased Loan.

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

(vi)                               All other 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.

(vii)                            The assignment of Purchased Loan sufficient to transfer to Buyer all of Seller’s rights, title and interest in and to the Purchased Loan.

(viii)                         A copy of the borrower’s opinion of counsel (if any).

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(ix)                                 A copy of the UCC financing statements and all necessary UCC continuation statements with evidence of filing or submission for filing thereon, and UCC assignments prepared by Seller in blank, which UCC assignments shall be in form and substance acceptable for filing.

(x)                                    The original certificates representing the pledged equity interests (if any).

(xi)                                 Stock powers relating to each pledged equity interest, executed in blank, if an original stock certificate is provided.

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

(xiii)                           If no original stock certificate is provided, evidence (which may be an officer’s certificate confirming such circumstances) that the pledged ownership interests have been transferred to, or otherwise made subject to a first priority security interest in favor of, the Seller.

With respect to each Purchased Loan which is a junior participation interest in or a subordinate note from a commercial mortgage loan secured by a first or second lien on a multifamily or commercial property or a mezzanine loan:

(i)                                      the original or a copy of all of the documents described above with respect to a Purchased Loan secured by a Mortgage or which is a mezzanine loan as applicable (in the case of such Purchased Loan which is in a second lien position, then for both the first lien position and the second lien position);

(ii)                                   if such Purchased Loan is a participation interest, an original participation certificate 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;

(iii)                                an original or copy of any participation agreement and an original or copy of any intercreditor agreement, co-lender agreement and/or servicing agreement executed in connection with the Purchased Loan; and

(iv)                               the omnibus assignment of Purchased Loan sufficient to transfer to Loan Buyer all of Seller’s rights, title and interest in and to the Purchased Loan.

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 this Section 7(e) of this Agreement which is determined by Loan Buyer to be reasonably necessary to effectuate the sale, transfer, conveyance and assignment of such Purchased Loan.

In addition, with respect to each Purchased Loan, the Seller shall deliver an instruction letter from the Seller to either the Mortgagor or the borrower under such Purchased Loan or the servicer with respect to such Purchased Loan, instructing the Mortgagor, the borrower or the servicer, as applicable, to remit all sums required to be remitted to the holder of such Purchased

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Loan under the loan documents to the Depository for deposit in the Cash Management Account or as otherwise directed in a written notice signed by Seller and Loan Buyer.

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 this Agreement, and upon receipt of any such other documents, the Custodian shall hold such other documents as Loan 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 Loan 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 Loan Buyer or its designee (including the Custodian), Seller shall execute an omnibus power of attorney substantially in the form of Exhibit V attached hereto irrevocably appointing Loan Buyer its attorney-in-fact with full power to (i) complete and record the Assignment of Mortgage, (ii) complete the endorsement of the Mortgage Note or Mezzanine Note and (iii) take such other steps as may be reasonably necessary or desirable to enforce Loan Buyer’s rights against such Purchased Loans and the related Purchased Loan Files and the Servicing Records.  Loan Buyer shall deposit the Purchased Loan Files representing the Purchased Loans, or direct that the Purchased Loan Files be deposited directly, with the Custodian.  The Purchased Loan Files shall be maintained in accordance with the Custodial Agreement.  Any Purchased Loan Files not delivered to Loan Buyer or its designee (including the Custodian) are and shall be held in trust by Seller or its designee for the benefit of Loan 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 Loan Buyer or its designee.  The possession of the Purchased Loan File by Seller or its designee is at the will of Loan Buyer for the sole purpose of servicing the related Purchased Loan, and such retention and possession by the 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 sale of the related Purchased Loan to Loan Buyer.  Seller or its designee (including the Custodian) shall release its custody of the Purchased Loan File only in accordance with written instructions from Loan Buyer, unless such release is required as incidental to the servicing of the Purchased Loans, is in connection with a repurchase of any Purchased Loan by Seller or as otherwise required by law.

(f)            Unless an Event of Default (other than with respect to a Buyer) shall have occurred and be continuing, with respect to Purchased Securities that shall be delivered through a Relevant System in book entry form and credited to or otherwise held in a securities account, the Securities Buyer shall exercise all rights with respect to such Purchased Securities in accordance with Seller’s written instructions.  Unless an Event of Default (other than with respect to a Buyer) shall have occurred and be continuing, Seller shall be entitled to exercise all rights with respect to Purchased Assets (other than the Purchased Securities referred to in the immediately preceding sentence), subject in all cases to the terms and conditions of this Agreement.  Upon the occurrence and during the continuation of an Event of Default (other than with respect to a

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Buyer), Buyers shall be entitled to exercise all rights with respect to the Purchased Assets without regard to Seller’s instructions.

8.             SALE, TRANSFER, HYPOTHECATION OR PLEDGE OF PURCHASED LOANS AND PURCHASED SECURITIES

(a)           Title to all Purchased Securities and Purchased Loans shall pass to the applicable Buyer on the applicable Purchase Date, and Buyer shall have free and unrestricted use of all Purchased Securities and Purchased Loans, subject to the terms and conditions of this Agreement.  Nothing in this Agreement or any other Transaction Document shall preclude the applicable Buyer from engaging in repurchase transactions with the Purchased Securities and Purchased Loans or otherwise selling, transferring, pledging, repledging, hypothecating, or rehypothecating the Purchased Securities and Purchased Loans, but no such transaction shall relieve the applicable Buyer of its obligations to transfer the Purchased Securities and/or Purchased Loans to Seller pursuant to Sections 3 or 11 of this Agreement or of the applicable Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Section 5 hereof.

(b)           Nothing contained in this Agreement or any other Transaction Document shall obligate a Buyer to segregate any Purchased Securities or Purchased Loans delivered to such Buyer by Seller.  Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, no Purchased Security or Purchased Loan shall remain in the custody of the Seller or an Affiliate of the Seller.

9.             [INTENTIONALLY OMITTED]

10.          REPRESENTATIONS

(a)           Each of Buyer and Seller represents and warrants to the other that (i) it is duly authorized to execute and deliver this Agreement, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance, (ii) it will engage in such Transactions as principal (or, if agreed in writing, in the form of an annex hereto or otherwise, in advance of any Transaction by the other party hereto, as agent for a disclosed principal), (iii) the person signing this Agreement on its behalf is duly authorized to do so on its behalf (or on behalf of any such disclosed principal), (iv) it has obtained all authorizations of any governmental body required in connection with this Agreement and the Transactions hereunder and such authorizations are in full force and effect and (v) the execution, delivery and performance of this Agreement and the Transactions hereunder will not violate any law, ordinance or rule applicable to it or its organizational documents or any agreement by which it is bound or by which any of its assets are affected.  On the Purchase Date for any Transaction, the related Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it.

(b)           In addition to the representations and warranties in subsection (a) above, Seller represents and warrants to each Buyer that as of the Purchase Date for the purchase of any Purchased Securities or Purchased Loans by a Buyer from Seller and any Transaction thereunder

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and as of the date of this Agreement and at all times while this Agreement and any Transaction thereunder is in full force and effect:

(i)                                      Organization .  Seller is duly incorporated, validly existing and in good standing under the laws and regulations of the state of Seller’s incorporation 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.  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 Seller has the power to execute, deliver, and perform its obligations under this Agreement and the other Transaction Documents.

(ii)                                   Due Execution; Enforceability .  The Transaction Documents have been or will be 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 .  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 conflict with or result in a breach of any of the terms, conditions or provisions of (i) the organizational documents of Seller, (ii) any contractual obligation to which Seller is now a party or the rights under which have been assigned to Seller or the obligations under which have been assumed by Seller or to which the assets of Seller are subject or constitute a default thereunder, or result thereunder in the creation or imposition of any lien upon any of the assets of Seller, other than pursuant to the Transaction Documents, (iii) any judgment or order, writ, injunction, decree or demand of any court applicable to Seller, or (iv) any applicable Requirement of Law, in the case of clauses (ii)-(iv) above, to the extent that such conflict or breach would have a material adverse effect upon Seller’s ability to perform its obligations hereunder.  Seller has all necessary licenses, permits and other consents from Governmental Authorities necessary to acquire, own and sell the Purchased Assets and for the performance of its obligations under the Transaction Documents.

(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, the Sponsor or any of their respective assets, nor is there any action, suit, proceeding, investigation, or arbitration pending or threatened against the Sponsor which may result in any material adverse change in the business, operations, financial condition, properties, or assets of Seller or the Sponsor, or which may have an adverse effect on

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the validity of the Transaction Documents or the Purchased Assets 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.  Neither Seller nor the Sponsor is in default in any material respect with respect to any judgment, order, writ, injunction, decree, rule or regulation of any arbitrator or Governmental Authority.

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

(vi)                               Good Title .  Immediately prior to the purchase of any Purchased Securities or Purchased Loans by the applicable Buyer from Seller, such Purchased Securities and Purchased Loans are free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Section 8-102(a)(1) of the UCC), and Seller is the record and beneficial owner of and has good and marketable title to and the right to sell and transfer such Purchased Securities and Purchased Loans to the applicable Buyer and, upon transfer of such Purchased Securities and Purchased Loans to the applicable Buyer, such Buyer shall be the owner of such Purchased Securities and Purchased Loans free of any adverse claim, subject to the rights of Seller pursuant to the terms of this Agreement.  In the event the related Transaction is recharacterized as a secured financing of the Purchased Securities or Purchased Loans, the provisions of this Agreement are effective to create in favor of the applicable Buyer a valid security interest in all rights, title and interest of the Seller in, to and under the Assets and the Buyer shall have a valid, perfected first priority security interest in the Purchased Securities or Purchased Loans.

(vii)                            No Default .  No Default or Event of Default (in each case, other than with respect to a Buyer) exists under or with respect to the Transaction Documents.

(viii)                         Representations and Warranties Regarding Purchased Securities .  Seller represents and warrants to Securities Buyer that each Purchased Security sold hereunder (other than a Purchased Security issued or underwritten by an Affiliate of Securities Buyer), as of each Purchase Date for a Transaction, conform to the applicable representations and warranties set forth in Exhibit VI attached hereto in all material respects, except as disclosed to Securities Buyer in writing; provided, that notwithstanding the foregoing, with respect to any Purchased Security which Seller acquired from Securities Buyer or its Affiliates, Seller shall not be required to make such representations and warranties set forth in Exhibit

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VI and, in lieu thereof, shall be deemed to provide the representations that Securities Buyer or its Affiliates in turn provided to Seller.

(ix)                                 Representations and Warranties Regarding Purchased Loans; Delivery of Purchased Loan File .  Seller represents and warrants to Loan Buyer that each Purchased Loan sold hereunder and each pool of Purchased Loans sold in a Transaction hereunder, as of each Purchase Date for a Transaction conform to the applicable representations and warranties set forth in Exhibit VI attached hereto in all material respects, except as disclosed to Loan Buyer in writing; provided , that notwithstanding the foregoing, with respect to any Purchased Loan which Seller acquired from Loan Buyer or its Affiliates, Seller shall not be required to make such representations and warranties set forth in Exhibit VI and, in lieu thereof, shall be deemed to provide the representations that Loan Buyer or its Affiliates in turn provided to Seller.  It is understood and agreed that the representations and warranties set forth in Exhibit VI hereto, if any, shall survive delivery of the respective Purchased Loan File to Loan Buyer or its designee (including the Custodian) to the extent permitted by applicable law.  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 this Agreement and the Custodial Agreement for such Purchased Loan have been delivered to Loan Buyer or the Custodian on its behalf.  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 and except for exceptions as have been disclosed to Buyer.

(x)                                    Adequate Capitalization; No Fraudulent Transfer .  Seller has 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, or is 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.

(xi)                                 Consents .  No consent, approval or other action of, or filing by Seller with, any Governmental Authority or any other Person is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of any of the Transaction Documents (other than consents, approvals and filings that have been obtained or made, as applicable).

(xii)                              [INTENTIONALLY OMITTED]

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(xiii)                           Organizational Documents .  Seller has delivered to Buyer certified copies of its organizational documents, together with all amendments thereto, if any.

(xiv)                          No Encumbrances .  Subject to the terms of this Agreement, and except as disclosed to Buyer, 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 the Seller to issue, sell or distribute the Purchased Securities and Purchased Loans.

(xv)                             Federal Regulations .  Seller is not required to register as (A) an “investment company,” or a company “controlled by an investment company,” within the meaning of the Investment Company Act of 1940, as amended, or (B) a “holding company,” or a “subsidiary company of a holding company,” or an “affiliate” of either a “holding company” or a “subsidiary company of a holding company,” as such terms are defined in the Public Utility Holding Company Act of 1935, as amended.

(xvi)                          Taxes .  Seller has filed or caused to be filed all tax returns which to the knowledge of Seller would be delinquent if they had not been filed on or before the date hereof and has paid all taxes shown to be due and payable on or before the date hereof on such returns or on any assessments made against it or any of its property and all other taxes, fees or other charges imposed on it and any of its assets by any Governmental Authority 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; 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.

(xvii)                       ERISA .  Seller does not have any Plans or any ERISA Affiliates and makes no contributions to any Plans or any Multiemployer Plans.

(xviii)                    Judgments/Bankruptcy .  There are no judgments against Seller or the Sponsor 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 or the Sponsor.

(xix)                            Full and Accurate Disclosure .  No information contained in the Transaction Documents, or any written statement furnished by Seller pursuant to the terms of the Transaction Documents, contains any untrue statement of a material fact or, to Seller’s actual knowledge, 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.

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(xx)                               Financial Information .  All financial data concerning Seller 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 Seller’s knowledge, all financial data concerning the Purchased Securities and Purchased Loans that has been delivered by or on behalf of Seller to each Buyer is true, complete and correct in all material respects. Since the delivery of such data, except as otherwise disclosed in writing to each Buyer, there has been no change in the financial position of Seller or in the operations of the Seller or, to Seller’s knowledge, the financial position of the Purchased Securities and Purchased Loans, which change is reasonably likely to have in a material adverse effect on Seller.

(xxi)                            Notice Address; Jurisdiction of Organization .  On the date of this Agreement, the Seller’s address for notices is located at c/o 410 Park Avenue, 14 ^th Floor, New York, New York  10022.  Seller’s jurisdiction of organization is Maryland.  The location where the Seller keeps its books and records, including all computer tapes and records relating to the Assets, is its notice address.

(c)           On the Purchase Date for any Transaction and on any date on which the Repurchase Date for any Transaction is automatically extended as described in the definition of “Repurchase Date”, Seller shall be deemed to have made all of the representations set forth in Section 10(b) of this Agreement as of such date.

11.          NEGATIVE COVENANTS OF SELLER

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

(a)           take any action which would directly or indirectly impair or adversely affect such Buyer’s title to the Purchased Securities or 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 Securities or Purchased Loans (or any of them) to any Person other than such Buyer, or engage in repurchase transactions or similar transactions with respect to the Purchased Securities or Purchased Loans (or any of them) with any Person other than such Buyer;

(c)           [intentionally omitted];

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

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

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(f)            [intentionally omitted];

(g)           consent or assent to any amendment or supplement to, or termination of, any Securitization Document, any note, loan agreement, mortgage or guaranty relating to the Purchased Loans or other material agreement or instrument relating to the Purchased Securities or the Purchased Loans other than Permitted Purchased Loan Modifications;

(h)           permit a majority of the members of the board of directors of the Seller to change during any twelve month period after the date hereof; or

(i)            after the occurrence and during the continuation of any Event of Default (in each case, other than with respect to Buyer), 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, in each case, in excess of the minimum amounts required to be distributed by Seller in order to enable Seller to maintain its status as a real estate investment trust.

12.          AFFIRMATIVE COVENANTS OF SELLER

(a)           Seller shall promptly notify each Buyer of any material adverse change in its business operations and/or financial condition; provided , however , that nothing in this Section 12 shall relieve Seller of its obligations under this Agreement.

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

(c)           Seller (1) shall defend the right, title and interest of each Buyer in and to the Assets against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of all Persons (other than security interests by or through a Buyer) and (2) shall, at such Buyer’s reasonable request, take all action necessary to ensure that such Buyer will have a first priority security interest in the Purchased Securities and Purchased Loans subject to any of the Transactions in the event such Transactions are recharacterized as secured financings.

(d)           Seller shall notify such Buyer and the Depository of the occurrence of any Default or Event of Default with respect to Seller as soon as possible but in no event later than the second (2nd) Business Day after obtaining actual knowledge of such event.

(e)           [Intentionally Omitted].

(f)            [Intentionally Omitted].

(g)           Seller shall promptly (and in any event not later than two (2) Business Days following receipt) deliver to the applicable Buyer (i) any written notice of the occurrence of an event of default received by Seller pursuant to the Securitization Documents or Purchased Loan Documents; (ii) any notice of transfer of servicing under the Securitization Documents and (iii)

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any other information with respect to the Purchased Assets as may be reasonably requested by the applicable Buyer from time to time.

(h)           Seller will permit the applicable Buyer or its designated representative to inspect Seller’s records with respect to the Assets and the conduct and operation of its business related thereto upon reasonable prior written notice from such Buyer or its designated representative, at such reasonable times and with reasonable frequency (but not more than two times during any twelve consecutive month period so long as an Event of Default has not occurred and is not continuing), and to make copies of extracts of any and all thereof.  Buyer shall act in a commercially reasonable manner in requesting and conducting any inspection relating to the conduct and operation of Seller’s business.

(i)            If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for the Purchased Securities, or otherwise in respect thereof, Seller shall accept the same as Securities Buyer’s agent, hold the same in trust for Securities Buyer and deliver the same forthwith to Securities Buyer in the exact form received, duly endorsed by Seller to Securities Buyer, if required, together with an undated bond power covering such certificate duly executed in blank to be held by Securities Buyer hereunder as additional asset security for the Transactions.  If any sums of money or property so paid or distributed in respect of the Purchased Securities shall be received by Seller, Seller shall, until such money or property is paid or delivered to Securities Buyer, hold such money or property in trust for Securities Buyer, segregated from other funds of Seller, as additional asset security for the Transactions.

(j)            At any time from time to time upon the reasonable request of the applicable Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as the applicable Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as the applicable Buyer may reasonably request).  If any amount payable under or in connection with any of the Assets shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the applicable Buyer, duly endorsed in a manner reasonably satisfactory to the applicable Buyer, to be held as Assets pursuant to this Agreement, and the documents delivered in connection herewith.

(k)           Seller shall provide each Buyer with the following financial and reporting information:

(i)                                      Within 60 days after the last day of each of the first three fiscal quarters in any fiscal year, Seller’s unaudited consolidated balance sheets as of the end of such quarter, in each case certified as being true and correct by an officer’s certificate;

(ii)                                   Within 120 days after the last day of its fiscal year, Seller’s audited consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, in each case

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presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of a nationally recognized independent certified public accounting firm consented to by Buyer in its reasonable discretion;

(iii)                                Within 60 days after the last day of each calendar quarter in any fiscal year, any and all property level financial information with respect to the Purchased Loans that is in the possession of the Seller or an Affiliate, including, without limitation, rent rolls and income statements; and

(iv)                               Within 60 days after the last day of each calendar quarter in any fiscal year, an officer’s certificate from the Seller addressed to each Buyer certifying that, as of such calendar month, (x) Seller is in compliance in all material respects with all of the terms, conditions and requirements of this Agreement, and (y) no Event of Default (other than with respect to a Buyer) exists.

(l)            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.

(m)          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.

(n)           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 on its assets and on the Assets that, in each case, in any manner would create any lien or charge upon the Assets, 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 all material respects in accordance with GAAP.

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

(p)           Seller shall provide Loan 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 (to the extent in Seller’s possession) as Loan Buyer may reasonably request.

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13.          [INTENTIONALLY OMITTED]

14.          EVENTS OF DEFAULT; REMEDIES

(a)           After the occurrence and during the continuance of an Event of Default (other than with respect to Buyer), Seller hereby appoints Buyer as attorney-in-fact of Seller for the purpose of carrying out the provisions of this Agreement and taking any action and executing or endorsing any instruments that Buyer may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact is irrevocable and coupled with an interest.  Each of the following clauses (i) through (xvii) shall be deemed an “Event of Default” hereunder:

(i)                                      Seller fails to repurchase Purchased Assets upon the applicable Repurchase Date;

(ii)                                   Seller fails to comply with Section 4 hereof;

(iii)                                Seller fails, after two (2) Business Days’ notice, to comply with Section 5 hereof;

(iv)                               an Act of Insolvency occurs with respect to Seller;

(v)                                  Seller shall admit in writing to the Buyer its inability to, or its intention not to, perform any of its obligations hereunder;

(vi)                               either (A) the Transaction Documents shall for any reason not cause, or shall cease to cause, Buyer to be the owner free of any adverse claim of any of the Purchased Assets (other than Seller’s right to repurchase the Purchased Assets under this Agreement), 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 a Buyer in any of the Purchased Assets;

(vii)                            in the event that the Buyer or any of its Affiliates is a party to an ISDA Master Agreement with Seller and an event occurs which would constitute (a) an Event of Default (other than with respect to Buyer) or (b) a Termination Event or an Additional Termination Event (and, in the case of this clause (b), Seller has failed to meet its obligation to pay the Early Termination Amount, if any, pursuant to the terms of Section 6 of such ISDA Master Agreement) under any Transaction between Seller and the Buyer or any of its Affiliates, regardless of whether such Transaction is in effect on the date of such occurrence (capitalized terms used in this paragraph (vii) shall have the respective meanings ascribed to them in the ISDA Master Agreement (including respective Schedules and Confirmations) between Seller and the Buyer and/or any of its Affiliates);

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(viii)                         failure of a Buyer to receive on any Remittance Date the accreted value of the Price Differential (less any amount of such Price Differential previously paid by Seller to such Buyer) (including, without limitation, in the event the Income paid or distributed on or in respect of the Purchased Securities and Purchased Loans is insufficient to make such payment and the Seller does not make such payment or cause such payment to be made) (except that such failure shall not be an Event of Default by Seller if sufficient Income, other than Principal Payments, is on deposit in the Cash Management Account and the Depository fails to remit such funds to such Buyer);

(ix)                                 failure of the Seller to make any other payment owing to a Buyer which has become due, whether by acceleration or otherwise under the terms of this Agreement which failure is not remedied within the applicable period (in the case of a failure pursuant to Section 4) or five (5) Business Days after notice from Buyer to Seller (in the case of any other such failure);

(x)                                    any governmental, regulatory, or self-regulatory authority shall have removed, restricted, suspended or terminated the rights, privileges, or operations of Seller which has a material adverse effect on the financial condition or business operations of Seller;

(xi)                                 a Change of Control shall have occurred;

(xii)                              any representation made by Seller or a Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated (other than the representations and warranties set forth in Section 10(b)(viii), (ix) or (xx) (in the case of (xx), with respect to the affected Purchased Assets only) made by the Seller, which shall not be considered an Event of Default if incorrect or untrue in any material respect, and shall only be used for purposes of marking such Purchased Asset to market, unless the Seller shall have made any such representation with actual knowledge that it was materially incorrect or untrue at the time made);

(xiii)                           the Seller shall fail to observe any of the following financial covenants as of the end of any fiscal quarter:

(A)                               a Fixed Charge Ratio of at least 1.2:1;

(B)                                 a Recourse Debt to Equity Ratio of less than 5:1;

(C)                                 a Total Debt to Equity Ratio of less than 10:1;

(D)                                a Minimum Net Worth of at least $375,000,000.

(xiv)                          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

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been rendered against Seller, and remained undischarged or unpaid for a period of sixty (60) days, during which period execution of such judgment is not effectively stayed by bonding over or other means acceptable to Buyer;

(xv)                             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 monetary obligation in excess of $5,000,000, or (B) permits the acceleration of the maturity of obligations in excess of $5,000,000 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 an 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; or

(xvi)                          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 with an Affiliate of a Buyer that results in the acceleration of such note, indenture, loan agreement, guaranty, swap agreement, contract, agreement or transaction; or

(xvii)                       if Seller or Buyer shall breach or fail to perform any of the terms, covenants, obligations or conditions of this Agreement, other than as specifically otherwise referred to in this definition of “Event of Default”, and such breach or failure to perform is not remedied within thirty (30) days after notice thereof to Seller or Buyer from the applicable party or its successors or assigns.

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

(i)                                      At the option of each 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), 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 ”).

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

(A)                               Seller’s obligations hereunder to repurchase all Purchased Securities and Purchased Loans shall become immediately due and payable on and as of the Accelerated Repurchase Date; and

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(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 for such Transaction multiplied by (y) the Repurchase Price for such Transaction (decreased by (I) any amounts actually remitted to Buyer by the Depository or Seller from time to time pursuant to Section 5 of this Agreement and applied to such Repurchase Price, and (II) any amounts applied to the Repurchase Price pursuant to Section 14(b)(iii) of this Agreement); and (C) the Custodian shall, upon the request of a Buyer, deliver to such Buyer all instruments, certificates and other documents then held by the Custodian relating to the Purchased Securities and Purchased Loans.

(iii)                                Upon the occurrence of an Event of Default with respect to Seller, each Buyer may (A) immediately sell, at a public or private sale in a commercially reasonable manner and at such price or prices as the applicable Buyer may reasonably deem satisfactory any or all of the Purchased Securities and Purchased Loans or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Securities and Purchased Loans, to give Seller credit for such Purchased Securities and Purchased Loans in an amount equal to the Market Value of such Purchased Securities and Purchased Loans against the aggregate unpaid Repurchase Price for such Purchased Securities and Purchased Loans and any other amounts owing by Seller under the Transaction Documents.  The proceeds of any disposition of any Purchased Securities or Purchased Loans effected pursuant to this Section 14(b)(iii) shall be applied, (v)  first , to the actual out-of-pocket costs and expenses reasonably incurred by Buyer in connection with Seller’s default; (w) second , to actual out-of-pocket 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 the related Buyer or its Affiliates pursuant to the Transaction Documents; and (z) fifth , to return any excess to Seller.  For the purposes of subclause (y) immediately above, “Affiliates” shall not include any entity that controls or is under common control with Citigroup Global Markets Inc., but may include Citigroup Global Markets Inc. and any entity controlled by it.

(iv)                               The parties recognize that it may not be possible to purchase or sell all of the Purchased Securities and 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 Securities and Purchased Loans may not be liquid.  In view of the nature of the Purchased Securities and Purchased Loans, the parties agree that liquidation of a Transaction or the

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Purchased Securities and Purchased Loans does 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, each Buyer may elect, in its sole discretion, the time and manner of liquidating any Purchased Securities and Purchased Loans, and nothing contained herein shall (A) obligate Buyer to liquidate any Purchased Securities and Purchased Loans on the occurrence and during the continuance of an Event of Default or to liquidate all of the Purchased Securities and Purchased Loans in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of each Buyer.

(v)                                  Seller shall be liable to each Buyer for (A) the amount of all actual out-of-pocket expenses, including reasonable legal fees and expenses, actually incurred such Buyer in connection with or as a consequence of an Event of Default with respect to Seller, (B) all actual costs incurred in connection with