TERMINATION AGREEMENT

TERMINATION OF MASTER REPURCHASE AGREEMENT , dated as of March 16, 2009  (this “ Termination ”), between CAPITAL TRUST, INC., a Maryland corporation   (the “ Seller ”) and GOLDMAN SACHS MORTGAGE COMPANY , a New York limited partnership (the “ Buyer ”).

WHEREAS, Seller and Buyer are parties to that certain Master Repurchase Agreement, dated as of October 30, 2007 as supplemented by that certain Annex I, dated as of October 30, 2007 (the “ Alternate-Funded Master Repurchase Agreement ”).  Seller and Buyer desire to terminate the Alternate-Funded Master Repurchase Agreement, which Alternate-Funded Master Repurchase Agreement was entered into in connection with that certain Amended and Restated Master Repurchase Agreement between Seller and Buyer, dated as of August 15, 2006 as supplemented by that certain Amended and Restated Annex I, dated as of October 30, 2007 (as amended, supple