Common use of Ladies and Gentlemen Clause in Contracts

Ladies and Gentlemen. [SERVICER] (the “Servicer”) is servicing certain mortgage assets for Seller pursuant to one or more Servicing Agreements between Servicer and Seller (the “Purchased Assets”). Pursuant to the Master Repurchase Agreement, Servicer is hereby notified that Seller has granted a security interest to Buyer in the Purchased Assets which are serviced by Servicer. Servicer shall segregate all amounts collected on account of the Purchased Assets sold to Buyer under the Master Repurchase Agreement, hold them in trust for the sole and exclusive benefit of Buyer, and remit such collections to the following account which has been established at PNC Bank, National Association, ABA# 000-000-000, Account # 102-396-8633, (the “Cash Management Account”). Servicer acknowledges that the Cash Management Account is held for the benefit of Buyer pursuant to the Depository Agreement, dated as of November 1, 2006, by and between Seller, Buyer, Midland Loan Services, Inc. and PNC Bank, National Association. Upon receipt of a notice of Event of Default from Buyer, Servicer shall follow the instructions of Buyer with respect to the Purchased Assets, and shall deliver to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Servicer hereby agrees that, notwithstanding any provision to the contrary in any Servicing Agreement which exists between Servicer and Seller in respect of any Purchased Asset, (i) Servicer is servicing the Purchased Assets for the joint benefit of Seller and Buyer, (ii) Buyer is expressly intended to be a third-party beneficiary under each Servicing Agreement and (iii) Buyer may, at any time, terminate any such Servicing Agreement immediately upon the delivery of written notice thereof to Servicer and/or in any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate any Servicing Agreement and to effectuate the transfer of servicing to the designee of Buyer. Notwithstanding any contrary information or direction which may be delivered to Servicer by Seller, Servicer may conclusively rely on any information, direction or notice of an Event of Default delivered by Buyer, and Seller shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with the delivery of such information or notice of Event of Default. No provision of this letter may be amended, countermanded or otherwise modified without the prior written consent of Buyer. Buyer is an intended third party beneficiary of this letter. Please acknowledge receipt and your agreement to the terms of this instruction letter by signing in the signature block below and forwarding an executed copy to Buyer promptly upon receipt. Any notices to Buyer should be delivered to the following address: 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000-0000 Attn: Xxxxx X. Alto, Telephone: (000) 000-0000, Fax: (000) 000-0000. Very truly yours, [SERVICER] By: Name: Title: ACKNOWLEDGED AND AGREED TO: CAPITAL TRUST, INC. By: Name: Title: EXHIBIT XVII FORM OF RELEASE LETTER [Date] JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 100017-2014

Ladies and Gentlemen. [SERVICER] (the “Servicer”) is servicing certain mortgage assets for Seller pursuant to one or more Servicing Agreements between Servicer and Seller (the “Purchased Assets”). Pursuant to the Master Repurchase Agreement, Servicer is hereby notified that Seller has granted a security interest to Buyer in the Purchased Assets which are serviced by Servicer. Servicer shall segregate all amounts collected on account of the Purchased Assets sold to Buyer under the Master Repurchase Agreement, hold them in trust for the sole and exclusive benefit of Buyer, and remit such collections to the following account which has been established at PNC Bank, National AssociationLASALLE BANK NATIONAL ASSOCIATION, ABA# 000-000-000000000000, Account # 102-396-8633724178.1, (the “Cash Management Account”). Servicer acknowledges that the Cash Management Account is held for the benefit of Buyer pursuant to the Depository Control Agreement, dated as of November 1October 26, 2006, by and between Seller, Buyer, Midland Loan Services, Inc. Buyer and PNC Bank, National AssociationLASALLE BANK NATIONAL ASSOCIATION. Upon receipt of a notice of Event of Default from Buyer, Servicer shall follow the instructions of Buyer with respect to the Purchased Assets, and shall deliver to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Servicer hereby agrees that, notwithstanding any provision to the contrary in any Servicing Agreement which exists between Servicer and Seller in respect of any Purchased Asset, (i) Servicer is servicing the Purchased Assets for the joint benefit of Seller and Buyer, (ii) Buyer is expressly intended to be a third-party beneficiary under each Servicing Agreement and (iii) Buyer may, at any timetime after the occurrence of an Event of Default, terminate any such Servicing Agreement immediately upon the delivery of written notice thereof to Servicer and/or in any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate any Servicing Agreement and to effectuate the transfer of servicing to the designee of Buyer. Notwithstanding any contrary information or direction which may be delivered to Servicer by Seller, Servicer may conclusively rely on any information, direction or notice of an Event of Default delivered by Buyer, and Seller shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with the delivery of such information or notice of Event of Default. No provision of this letter may be amended, countermanded or otherwise modified without the prior written consent of Buyer. Buyer is an intended third party beneficiary of this letter. Please acknowledge receipt and your agreement to the terms of this instruction letter by signing in the signature block below and forwarding an executed copy to Buyer promptly upon receipt. Any notices to Buyer should be delivered to the following address: 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000-0000 Attn: Xxxxx X. AltoXxxxxxx Xxxxxx, Telephone: (000) 000-0000, Fax: (000) 000-0000. Very truly yours, [SERVICER] By: Name: Title: ACKNOWLEDGED AND AGREED TO: CAPITAL TRUST, INC. [SELLER] By: Name: Title: EXHIBIT XVII FORM OF RELEASE LETTER [Date] JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 100017-20142014 Attention: Xx. Xxxxxxx Xxxxxx Re: Master Repurchase Agreement, dated as of October 26, 2006 by and between JPMorgan Chase Bank, N.A. (“Buyer”), DCTRT Securities Holdco LLC and TRT Lending LLC (each, a “Seller”) (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”); (capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement).

Ladies and Gentlemen. [SERVICER] (the “Servicer”) is servicing certain mortgage assets for Seller pursuant to one or more Servicing Agreements between Servicer and Seller (the “Purchased Assets”). Pursuant Subject to the Master Repurchase Agreement, Servicer is hereby notified that Seller has granted a security interest to Buyer in the Purchased Assets which are serviced by Servicer. Servicer shall segregate all amounts collected on account terms and conditions of the Purchased Assets sold to Buyer under Exchange Offer, the Master Repurchase Agreement, hold them in trust for the sole and exclusive benefit of Buyer, and remit such collections undersigned hereby tenders to the following account which has been established at PNC BankCompany the principal amount of Series A Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Series A Notes tendered in accordance with this Letter of Transmittal, National Associationthe undersigned sells, ABA# 000assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Series A Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-000in-000, Account # 102-396-8633, fact (the “Cash Management Account”). Servicer acknowledges with full knowledge that the Cash Management Account is held for Exchange Agent also acts as the benefit agent of Buyer pursuant to the Depository Agreement, dated as of November 1, 2006, by and between Seller, Buyer, Midland Loan Services, Inc. and PNC Bank, National Association. Upon receipt of a notice of Event of Default from Buyer, Servicer shall follow the instructions of Buyer Company) with respect to the Purchased Assets, and shall deliver tendered Series A Notes with full power of substitution to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Servicer hereby agrees that, notwithstanding any provision to the contrary in any Servicing Agreement which exists between Servicer and Seller in respect of any Purchased Asset, (i) Servicer is servicing deliver certificates for such Series A Notes to the Purchased Assets for Company, or transfer ownership of such Series A Notes on the joint benefit account books maintained by DTC, and deliver all accompanying evidences of Seller transfer and Buyerauthenticity to, or upon the order of, the Company; and (ii) Buyer present such Series A Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Series A Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Series A Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY SERIES B NOTES ACQUIRED IN EXCHANGE FOR SERIES A NOTES TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH SERIES B NOTES, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH SERIES B NOTES AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is expressly intended not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Series B Notes. If the undersigned is a broker-dealer that will receive Series B Notes, it represents that the Series A Notes to be exchanged for Series B Notes were acquired as a thirdresult of market-party beneficiary under each Servicing Agreement making activities or other trading activities and (iii) Buyer maynot acquired directly from the Company, at and it acknowledges that it will deliver a prospectus in connection with any timeresale of such Series B Notes; however, terminate by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF SERIES B NOTES RECEIVED IN EXCHANGE FOR SERIES A NOTES THAT WERE ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any such Servicing Agreement immediately upon additional documents deemed by the delivery Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Series A Notes tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Series A Notes when, as and if the Company has given oral or written notice thereof to Servicer and/or in the Exchange Agent. If any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate any Servicing Agreement and to effectuate the transfer of servicing tendered Series A Notes are not accepted for exchange pursuant to the designee of Buyer. Notwithstanding Exchange Offer for any contrary information reason, certificates for any such unaccepted Series A Notes will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned at the address shown below or direction which at a different address as may be delivered indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to Servicer be conferred by Sellerthis Letter of Transmittal shall survive the death, Servicer may conclusively rely on incapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. The undersigned understands that tenders of Series A Notes pursuant to the procedures described under the caption "The Exchange Offer - Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and return any informationSeries A Notes not tendered or not exchanged, direction in the name(s) of the undersigned (or notice in either such event in the case of an Event of Default delivered Series A Notes tendered by BuyerDTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and any certificates for Series A Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and return any Series A Notes not tendered or not exchanged in the name(s) of, and Seller shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with send said certificates to, the delivery of such information or notice of Event of Defaultperson(s) so indicated. No provision of this letter may be amended, countermanded or otherwise modified without The undersigned recognizes that the prior written consent of Buyer. Buyer is an intended third party beneficiary of this letter. Please acknowledge receipt and your agreement Company has no obligation pursuant to the terms "Special Payment Instructions" and "Special Delivery Instructions" to transfer any Series A Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Series A Notes so tendered. Holders of Series A Notes who wish to tender their Series A Notes and (i) whose Series A Notes are not immediately available, or (ii) who cannot deliver their Series A Notes, this instruction letter by signing Letter of Transmittal or any other documents required hereby to the Exchange Agent, or cannot complete the procedure for book-entry transfer, prior to the Expiration Date, may tender their Series A Notes according to the guaranteed delivery procedures set forth in the signature block below and forwarding an executed copy to Buyer promptly upon receiptProspectus under the caption "The Exchange Offer - Guaranteed Delivery Procedures". Any notices to Buyer should be delivered to See Instruction 1 regarding the following addresscompletion of the Letter of Transmittal printed below. PLEASE SIGN HERE WHETHER OR NOT SERIES A NOTES ARE BEING PHYSICALLY TENDERED HEREBY X __________________________________________ ________ DATE X __________________________________________ ________ SIGNATURE(S) OF REGISTERED HOLDER(S) DATE OR AUTHORIZED SIGNATORY AREA CODE AND TELEPHONE NUMBER: 000 Xxxx Xxxxxx_________________________ THE ABOVE LINES MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF SERIES A NOTES AS THEIR NAME(S) APPEAR(S) ON THE SERIES A NOTES OR, 0xx XxxxxIF THE SERIES A NOTES ARE TENDERED BY A PARTICIPANT IN DTC, Xxx XxxxAS SUCH PARTICIPANT'S NAME APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE SERIES A NOTES, XX 00000OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY COMPLETED BOND POWER FROM THE REGISTERED HOLDER(S), A COPY OF WHICH MUST BE TRANSMITTED WITH THIS LETTER OF TRANSMITTAL. IF SERIES A NOTES TO WHICH THIS LETTER OF TRANSMITTAL RELATES ARE HELD OF RECORD BY TWO OR MORE JOINT HOLDERS, THEN ALL SUCH HOLDERS MUST SIGN THIS LETTER OF TRANSMITTAL. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-0000 AttnIN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST (i) SET FORTH HIS OR HER FULL TITLE BELOW AND (ii) UNLESS WAIVED BY THE COMPANY, SUBMIT EVIDENCE SATISFACTORY TO THE COMPANY OF SUCH PERSON'S AUTHORITY SO TO ACT. SEE INSTRUCTION 4 REGARDING THE COMPLETION OF THIS LETTER OF TRANSMITTAL PRINTED BELOW. NAME(S): ____________________________________________________________________ ____________________________________________________________________ (PLEASE PRINT) CAPACITY: Xxxxx X. Alto, Telephone____________________________________________________________________ ADDRESS: ____________________________________________________________________ ____________________________________________________________________ (INCLUDE ZIP CODE) SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION: (000IF REQUIRED BY INSTRUCTION 4) 000-0000____________________________________________________________________ (AUTHORIZED SIGNATURE) ____________________________________________________________________ (TITLE) ____________________________________________________________________ (NAME OF FIRM) DATED:___________________________________, Fax: (000) 000-0000. Very truly yours, [SERVICER] By: Name: Title: ACKNOWLEDGED 199_ FORMING PART OF THE TERMS AND AGREED TO: CAPITAL TRUST, INC. By: Name: Title: EXHIBIT XVII FORM CONDITIONS OF RELEASE LETTER [Date] JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 100017-2014THE EXCHANGE OFFER

Ladies and Gentlemen. [SERVICER] The Seller has entered into a Repurchase Agreement pursuant to which the Purchaser may from time to time purchase Eligible Assets (the “Servicer”) is servicing certain mortgage assets for Seller pursuant to one or more Servicing Agreements between Servicer and Seller (the “"Purchased Assets”). Pursuant to ") secured by, among other things, the Master Repurchase Agreement, Servicer is hereby notified that Seller has granted a security interest to Buyer in the Purchased Assets which are serviced payments made by Servicer. Servicer shall segregate all amounts collected mortgagors on account of the Purchased Assets sold to Buyer Purchaser under the Master Repurchase Agreement. As a requirement of such transactions, hold them all such payments are required to be forwarded to the Collection Account identified below within two (2) Business Days of receipt. The Seller has established a collection account, Account No. 2000014831425, for the account of the Purchaser, with the Bank, ABA # 053110303 (the "Collection Account") that the Bank maintains in the xxxx xx, and in trust for for, the sole and exclusive benefit of Buyer, and remit such collections Purchaser. The Seller has granted to the following account which has been established at PNC Bank, National Association, ABA# 000-000-000, Purchaser a security interest in the Collection Account # 102-396-8633, (and all payments deposited in the “Cash Management Account”). Servicer acknowledges that the Cash Management Collection Account is held for the benefit of Buyer pursuant to the Depository Agreement, dated as of November 1, 2006, by and between Seller, Buyer, Midland Loan Services, Inc. and PNC Bank, National Association. Upon receipt of a notice of Event of Default from Buyer, Servicer shall follow the instructions of Buyer with respect to the Purchased Assets, and shall deliver to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Servicer hereby agrees that, notwithstanding any provision sold to the contrary in any Servicing Purchaser under the Repurchase Agreement. In the event the Bank receives notice from the Purchaser that a Termination Event has occurred and is continuing under the Repurchase Agreement which exists between Servicer and Seller in respect of any Purchased Asset, (i) Servicer is servicing the Purchased Assets for the joint benefit of Seller and Buyer, (ii) Buyer is expressly intended to be a third-party beneficiary under each Servicing Agreement and (iii) Buyer may, at any time, terminate any such Servicing Agreement immediately upon the delivery of written notice thereof to Servicer and/or in any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate any Servicing Agreement and to effectuate the transfer of servicing to the designee of Buyer. Notwithstanding any contrary information or direction which may be delivered to Servicer by Seller, Servicer may conclusively rely on any information, direction or notice of an Event of Default delivered by Buyer, and Seller shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with the delivery of such information or notice "Notice of Event of Default") from the Purchaser, the Bank shall in no event (a) transfer funds from the Collection Account to the Seller or any other Person other than pursuant to the Purchaser's direction, (b) act on the instruction of the Seller or any Person other than the Purchaser or (c) cause or permit withdrawals from the Collection Account in any manner not approved by the Purchaser in writing. No provision The Bank hereby waives any right that the Bank may now or hereafter have to a security interest, bank's or other possessory Liens, rights to offset or other claims against the funds in the Collection Account. In addition, the Bank acknowledges that (a) the Seller has granted to the Purchaser a security interest in all of the Seller's right, title and interest in and to any funds from time to time on deposit in the Collection Account with respect to the Purchased Items sold to the Purchaser under the Repurchase Agreement, (b) that such funds are received by the Bank in trust for the benefit of the Purchaser and, except as provided below, are for application against the Seller's obligations to the Purchaser, and (c) that the Bank shall comply with the Purchaser's instructions regarding the disposition of funds in the Collection Account in accordance with the Purchaser's instructions, without the consent of the Seller until the Bank receives notice from the Purchaser that it has released its Lien on the Collection Account and all funds deposited therein. Funds in the Collection Account may be invested by the Bank at the direction of the Purchaser in Permitted Investments. Until the Purchaser's Lien is terminated and released, the Seller shall have no rights in, no rights of withdrawal from and no rights to give notices or instructions regarding the disposition of funds in, the Collection Account (regardless of whether a Termination Event has occurred). This Account Agreement shall be governed by and construed in accordance with the laws of the State of New York (without regard to the conflicts of laws provisions thereof). All bank statements in respect to the Collection Account shall be sent to the Purchaser at: Wachovia Bank, National Association One Wachovia Center, Mail Code: NC0166 301 South College Street Charlotte, North Carolina 00000 Xxxxxxxxx: Xxxxxxxx Xxxxxxx Xxxil: Marianne.Hickman@wachoxxx.xxx xxxx xopies to the Seller at: Arbor Realty Funding LLC c/o Arbor Commercial Mortgage LLC 333 Earle Ovington Boulevard Uniondale, New York 00000 Xxxxxxxxx: Guy Milone, Esq. Email: guy.milone@thearbornet.xxx Kindly acknowledge your agreemexx xxxx xxx xxxxx xx xxxx agreement by signing the enclosed copy of this letter may be amended, countermanded or otherwise modified without the prior written consent of Buyer. Buyer is an intended third party beneficiary of this letter. Please acknowledge receipt and your agreement returning it to the terms of this instruction letter by signing in the signature block below and forwarding an executed copy to Buyer promptly upon receipt. Any notices to Buyer should be delivered to the following address: 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000-0000 Attn: Xxxxx X. Alto, Telephone: (000) 000-0000, Fax: (000) 000-0000undersigned. Very truly yours, [SERVICER] WACHOVIA BANK, NATIONAL ASSOCIATION By: ----------------------------------- Name: --------------------------------- Title: ACKNOWLEDGED AND AGREED TO-------------------------------- Agreed and acknowledged: CAPITAL TRUSTARBOR REALTY FUNDING LLC, INC. as the Seller By: ------------------------------- Name: ----------------------------- Title: EXHIBIT XVII ---------------------------- Exhibit V, Page 4 Agreed and acknowledged: WACHOVIA BANK, NATIONAL ASSOCIATION By: ----------------------------- Name: --------------------------- Title: -------------------------- FORM OF RELEASE LETTER [Date] JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 100017-2014PERFECTION CERTIFICATE OF ARBOR REALTY FUNDING LLC (THE "SELLER")

Ladies and Gentlemen. [SERVICER] (the “Servicer”) is servicing certain mortgage assets for sold by Seller to Buyer pursuant to one or more Servicing Agreements the Master Repurchase Agreement (the “Purchased Assets”) pursuant to a servicing agreement dated as of [ ] between Servicer and Seller (the “Purchased AssetsServicing Agreement”). Pursuant Servicer is hereby notified that, pursuant to the Master Repurchase Agreement, Servicer is hereby notified that Seller has sold the Purchased Assets to Buyer on a servicing-released basis, and has granted a security interest to Buyer in the Purchased Assets which are serviced by Assets. In accordance with Seller’s requirements under the Master Repurchase Agreement, Seller hereby notifies and instructs Servicer. , and Servicer hereby agrees that Servicer shall (a) segregate all amounts collected on account of the Purchased Assets, (b) hold the Purchased Assets sold to Buyer under the Master Repurchase Agreement, hold them in trust for the sole and exclusive benefit of Buyer, and (c) in accordance with the terms of the Servicing Agreement, remit all such collections income to the following account which has been established Depository Account at [PNC Bank, National Association], ABAABA # 000-000-000000000000, Account # 102-396-8633, (the “Cash Management Account”). Servicer acknowledges that the Cash Management Account is held for the benefit of Buyer pursuant to the Depository Agreement, dated as of November 1, 2006, by and between Seller, Buyer, Midland Loan Services, Inc. and PNC Bank, National Association[ ]. Upon receipt of a notice of Event of Default under the Master Repurchase Agreement from Buyer, Servicer shall only follow the instructions of Buyer with respect to the Purchased Assets, and shall deliver to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Servicer hereby agrees that, notwithstanding any provision to the contrary in any the Servicing Agreement or in any other agreement which exists between Servicer and Seller in respect of any Purchased Asset, (i) Servicer is servicing the Purchased Assets for the joint benefit of Seller and Buyer, (ii) Buyer is expressly intended to be a third-party beneficiary under each the Servicing Agreement Agreement, and (iii) Buyer may, at any timetime after the occurrence and during the continuance of an Event of Default under the Master Repurchase Agreement, terminate any such the Servicing Agreement and any other such agreement immediately upon the delivery of written notice thereof to Servicer and/or in any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate any the Servicing Agreement and any other such agreement and to effectuate the transfer of servicing to the designee of BuyerBuyer in accordance with this Servicer Notice. Notwithstanding any contrary information or direction which may be delivered to Servicer by Seller, Servicer may conclusively rely on any information, direction or notice of an Event of Default under the Master Repurchase Agreement delivered by Buyer, and and, so long as an Event of Default under the Master Repurchase Agreement exists at such time, Seller shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with the delivery of such information information, direction or notice of any such Event of Default. No provision of this letter or any Servicing Agreement may be amended, countermanded or otherwise modified without the prior written consent of Buyer. Buyer is an intended third party beneficiary of this letter. Please acknowledge receipt and your agreement to the terms of this instruction letter by signing in the signature block below and forwarding an executed copy to Buyer promptly upon receipt. Any notices to Buyer should be delivered to the following address: Parlex 4 Finance, LLC, c/o Blackstone Mortgage Trust, Inc., 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000-0000 Attn, Attention: Xxxxx X. AltoXxxxxxx Xxxxx, Telephone: (000) 000-0000, FaxEmail: (000) 000-0000XXXXXXXXxxx@xxxxxxxxxx.xxx. Very truly yours, [SERVICER] JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: Name: Title: ACKNOWLEDGED AND AGREED TO: CAPITAL TRUSTPARLEX 4 FINANCE, INC. LLC By: Name: Title: [SERVICER] By: Name: Title: EXHIBIT XVII XIV FORM OF RELEASE LETTER [Date] JPMorgan Chase Bank, N.A. 000 National Association 0 Xxx Xxxx XxxxxxXxxxx, 0xx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 100017-201400000 Attention: Xx. Xxxxx X. Alto Re: Master Repurchase Agreement, dated as of June 28, 2013 by and between JPMorgan Chase Bank, National Association (“Buyer”) and Parlex 4 Finance, LLC (“Seller”) (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”); (capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement).

Ladies and Gentlemen. [SERVICER] (the “Servicer”) is servicing certain mortgage assets for Seller pursuant to one or more Servicing Agreements between Servicer and Seller (the “Purchased Assets”). Pursuant Subject to the Master Repurchase Agreement, Servicer is hereby notified that Seller has granted a security interest to Buyer in the Purchased Assets which are serviced by Servicer. Servicer shall segregate all amounts collected on account terms and conditions of the Purchased Assets sold to Buyer under Exchange Offer, the Master Repurchase Agreement, hold them in trust for the sole and exclusive benefit of Buyer, and remit such collections undersigned hereby tenders to the following account which has been established at PNC BankCompany the shares of Preferred Stock indicated above. Subject to and effective upon the acceptance for exchange of the shares of Preferred Stock tendered in accordance with this Letter of Transmittal, National Associationthe undersigned sells, ABA# 000assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Preferred Stock tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-000in-000, Account # 102-396-8633, fact (the “Cash Management Account”). Servicer acknowledges with full knowledge that the Cash Management Account is held for Exchange Agent also acts as the benefit agent of Buyer pursuant to the Depository Agreement, dated as of November 1, 2006, by and between Seller, Buyer, Midland Loan Services, Inc. and PNC Bank, National Association. Upon receipt of a notice of Event of Default from Buyer, Servicer shall follow the instructions of Buyer Company) with respect to the Purchased Assets, and shall deliver tendered Preferred Stock with full power of substitution to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Servicer hereby agrees that, notwithstanding any provision to the contrary in any Servicing Agreement which exists between Servicer and Seller in respect of any Purchased Asset, (i) Servicer is servicing deliver certificates for such Preferred Stock to the Purchased Assets for Company, or transfer ownership of such Preferred Stock on the joint benefit account books maintained by DTC, and deliver all accompanying evidences of Seller transfer and Buyerauthenticity to, or upon the order of, the Company; and (ii) Buyer present such Preferred Stock for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Preferred Stock, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Preferred Stock tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY EXCHANGE PREFERRED STOCK ACQUIRED IN EXCHANGE FOR PREFERRED STOCK TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH EXCHANGE PREFERRED STOCK, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH EXCHANGE PREFERRED STOCK AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is expressly intended not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Preferred Stock. If the undersigned is a broker-dealer that will receive Exchange Preferred Stock, it represents that, except to the extent indicated at the bottom of the preceding page, the Preferred Stock to be exchanged for Exchange Preferred Stock was acquired as a thirdresult of market-party beneficiary under each Servicing Agreement making activities or other trading activities and (iii) Buyer maynot acquired directly from the Company, at and it acknowledges that it will deliver a prospectus in connection with any timeresale of such Exchange Preferred Stock; however, terminate by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF EXCHANGE PREFERRED STOCK RECEIVED IN EXCHANGE FOR PREFERRED STOCK THAT WAS ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any such Servicing Agreement immediately upon additional documents deemed by the delivery Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Preferred Stock tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Preferred Stock when, as and if the Company has given oral or written notice thereof to Servicer and/or in the Exchange Agent. If any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate any Servicing Agreement and to effectuate the transfer of servicing tendered Preferred Stock is not accepted for exchange pursuant to the designee of Buyer. Notwithstanding Exchange Offer for any contrary information reason, certificates for any such unaccepted Preferred Stock will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned at the address shown below or direction which at a different address as may be delivered indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to Servicer be conferred by Sellerthis Letter of Transmittal shall survive the death, Servicer may conclusively rely on any informationincapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, direction or notice personal representatives, successors and assigns. The undersigned understands that tenders of an Event of Default delivered by Buyer, and Seller shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with the delivery of such information or notice of Event of Default. No provision of this letter may be amended, countermanded or otherwise modified without the prior written consent of Buyer. Buyer is an intended third party beneficiary of this letter. Please acknowledge receipt and your agreement Preferred Stock pursuant to the terms of this instruction letter by signing procedures described under the caption "The Exchange Offer--Procedures for Tendering" in the signature block below Prospectus and forwarding an executed copy to Buyer promptly in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon receipt. Any notices to Buyer should be delivered the terms and subject to the following address: 000 Xxxx Xxxxxxconditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Exchange Preferred Stock issued in exchange for the Preferred Stock accepted for exchange and return any Preferred Stock not tendered or not exchanged, 0xx Xxxxxin the name(s) of the undersigned (or in either such event in the case of Preferred Stock tendered by DTC, Xxx Xxxxby credit to the undersigned's account at DTC). Similarly, XX 00000-0000 Attn: Xxxxx X. Altounless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Exchange Preferred Stock issued in exchange for the Preferred Stock accepted for exchange and any certificates for Preferred Stock not tendered or not exchanged (and accompanying documents, Telephone: (000as appropriate) 000-0000to the undersigned at the address shown below the undersigned's signature(s), Fax: (000) 000-0000unless, in either event, tender is being made through DTC. Very truly yours, [SERVICER] By: Name: Title: ACKNOWLEDGED AND AGREED TO: CAPITAL TRUST, INC. By: Name: Title: EXHIBIT XVII FORM OF RELEASE LETTER [Date] JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 100017-2014In the event that both "Special Payment Instructions" and

Ladies and Gentlemen. [SERVICER] We understand that the Grantor has entered into the Security Agreement and granted you a security interest in, among other property, all Inventory under the terms thereof. Certain of the Inventory is manufactured and/or sold pursuant to, or with the use of, Intellectual Property that is owned or licensed by one or more of the undersigned (the “ServicerSubsidiaries”) and further licensed or sublicensed to the Grantor (all Intellectual Property owned by a Subsidiary and required for the manufacture, sale or other disposition of the Inventory, herein the “Subsidiary Intellectual Property”) Each Subsidiary also understands that Bank is servicing certain mortgage assets for Seller relying upon the execution and delivery of this letter agreement (the “Agreement”) by the Subsidiaries and the undertakings of each Subsidiary hereunder in making extensions of credit to the Grantor secured by the Security Agreement and further recognizes that the execution and delivery of this Agreement is a material inducement to the Bank in entering into the Credit Agreement and continuing to extend credit thereunder. Each Subsidiary acknowledges that there are no conditions to the full effectiveness of this Agreement. In order to induce the Bank to extend credit to the Grantor under the Credit Agreement, each Subsidiary grants to the Bank a worldwide, limited, non-exclusive, royalty-free, fully paid-up license and right to use such Subsidiary’s Subsidiary Intellectual Property to liquidate the Inventory, until such time as all said Inventory has been fully sold or otherwise disposed of by the Bank in accordance with and pursuant to the Security Agreement. The foregoing license shall terminate once all the Obligations have been paid in full (other than contingent Obligations for which no claim has been made as of the date of termination). Each Subsidiary represents and warrants to the Bank that (a) its execution, delivery and performance of this Agreement has been duly authorized by all necessary action on its part and does not and will not: (1) violate any provision of law applicable to such Subsidiary, the certificate of incorporation, bylaws, partnership agreement, membership agreement, or other applicable governing document of such Subsidiary or any order, judgment, or decree of any court or agency of government binding upon such Subsidiary; (2) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under the Indenture (as defined in the Credit Agreement) or any other material contractual obligation of such Subsidiary; or (3) require any approval or consent of any party under any material contractual obligation of such Subsidiary; and (b) this Agreement constitutes such Subsidiary’s valid and binding agreement, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and equitable principles of general applicability. Letter Agreement (Second Lien License), Page 1 This Agreement may be executed by one or more Servicing Agreements between Servicer and Seller (the “Purchased Assets”). Pursuant to the Master Repurchase Agreement, Servicer is hereby notified that Seller has granted a security interest to Buyer in the Purchased Assets which are serviced by Servicer. Servicer shall segregate all amounts collected on account of the Purchased Assets sold parties to Buyer under the Master Repurchase Agreement, hold them in trust for the sole and exclusive benefit this Agreement on any number of Buyerseparate counterparts (including by telecopy or other electronic communication), and remit such collections all of said counterparts taken together shall be deemed to constitute one and the following account which has been established at PNC Bank, National Association, ABA# 000-000-000, Account # 102-396-8633, (the “Cash Management Account”)same agreement. Servicer acknowledges that the Cash Management Account is held for the benefit Delivery of Buyer pursuant to the Depository Agreement, dated as of November 1, 2006, by and between Seller, Buyer, Midland Loan Services, Inc. and PNC Bank, National Association. Upon receipt an executed counterpart of a notice signature page of Event of Default from Buyer, Servicer this Agreement by telecopy or other electronic communication shall follow the instructions of Buyer with respect to the Purchased Assets, and shall deliver to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Servicer hereby agrees that, notwithstanding any provision to the contrary in any Servicing Agreement which exists between Servicer and Seller in respect of any Purchased Asset, (i) Servicer is servicing the Purchased Assets for the joint benefit of Seller and Buyer, (ii) Buyer is expressly intended to be a third-party beneficiary under each Servicing Agreement and (iii) Buyer may, at any time, terminate any such Servicing Agreement immediately upon the effective as delivery of written notice thereof to Servicer and/or in any event transfer servicing to Buyer’s designeea manually executed counterpart of this Agreement. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. EACH SUBSIDIARY HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURTS FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH SUBSIDIARY AND THE BANK IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN. This Agreement embodies the final, at no cost or expense to Buyer, it being agreed that Seller will pay entire agreement among the parties hereto and supersedes any and all fees required prior commitments, agreements, representations and understandings, whether written or oral, relating to terminate any Servicing Agreement this Agreement, and to effectuate may not be contradicted or varied by evidence of prior, contemporaneous or subsequent oral agreements or discussions of the transfer of servicing to the designee of Buyerparties hereto. Notwithstanding any contrary information or direction which may be delivered to Servicer by Seller, Servicer may conclusively rely on any information, direction or Each Subsidiary waives notice of an Event of Default delivered by Buyer, and Seller shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with the delivery of such information or notice of Event of Default. No provision Bank’s acceptance of this letter may be amendedAgreement. Letter Agreement (Second Lien License), countermanded or otherwise modified without the prior written consent of Buyer. Buyer is an intended third party beneficiary of this letter. Please acknowledge receipt and your agreement to the terms of this instruction letter by signing in the signature block below and forwarding an executed copy to Buyer promptly upon receipt. Any notices to Buyer should be delivered to the following address: 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000-0000 Attn: Xxxxx X. Alto, Telephone: (000) 000-0000, Fax: (000) 000-0000. Page 2 Very truly yours, [SERVICER] By: Name: Title: ACKNOWLEDGED AND AGREED TO: CAPITAL TRUSTDF ENTERPRISES, INC. FD MANAGEMENT, INC. XXXXXXXXX XXXXX INTERNATIONAL HOLDING, INC. XXXXXXXXX XXXXX (FINANCING), INC. XXXXXXXXX XXXXX TRAVEL RETAIL, INC. RDEN MANAGEMENT, INC. By: Name: Title: EXHIBIT XVII FORM OF RELEASE LETTER [Date] JPMorgan Chase Bank/s/ Xxxxxx Xxxxxx Xxxxxx Xxxxxx, Vice President of each Subsidiary Accepted and agreed to as of the date first written above JPMORGAN CHASE BANK, N.A. 000 By: /s/ Xxxxxxx X. Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxxxxx X. Xxxx, Xxx Xxxx 100017-2014Authorized Officer

Ladies and Gentlemen. [SERVICER] (the “Servicer”) is servicing certain mortgage assets for Seller pursuant to one or more Servicing Agreements between Servicer and Seller (the “Purchased Assets”). Pursuant Subject to the Master Repurchase Agreement, Servicer is hereby notified that Seller has granted a security interest to Buyer in the Purchased Assets which are serviced by Servicer. Servicer shall segregate all amounts collected on account terms and conditions of the Purchased Assets sold Exchange Offer, the undersigned hereby tenders to Buyer the Company the principal amount of Old Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Old Notes tendered in accordance with this Letter of Transmittal, the undersigned sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company and as Trustee under the Master Repurchase Agreement, hold them in trust Indenture for the sole Old Notes and exclusive benefit of Buyer, and remit such collections to the following account which has been established at PNC Bank, National Association, ABA# 000-000-000, Account # 102-396-8633, (the “Cash Management Account”). Servicer acknowledges that the Cash Management Account is held for the benefit of Buyer pursuant to the Depository Agreement, dated as of November 1, 2006, by and between Seller, Buyer, Midland Loan Services, Inc. and PNC Bank, National Association. Upon receipt of a notice of Event of Default from Buyer, Servicer shall follow the instructions of Buyer New Notes) with respect to the Purchased Assets, and shall deliver tendered Old Notes with full power of substitution to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Servicer hereby agrees that, notwithstanding any provision to the contrary in any Servicing Agreement which exists between Servicer and Seller in respect of any Purchased Asset, (i) Servicer is servicing deliver certificates for such Old Notes to the Purchased Assets for Company, or transfer ownership of such Old Notes on the joint benefit account books maintained by DTC and deliver all accompanying evidence of Seller transfer and Buyerauthenticity to, or upon the order of, the Company and (ii) Buyer present such Old Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms and subject to the conditions of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. The undersigned hereby further represents that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the Holder receiving such New Notes, whether or not such person is expressly intended the Holder; that neither the Holder nor any such other person has any arrangement or understanding with any person to participate in the distribution of such New Notes; and that neither the Holder nor any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company or any of its subsidiaries. The undersigned also acknowledges that this Exchange Offer is being made based on certain interpretations issued by the staff of the Securities and Exchange Commission (the "Commission") to third parties in unrelated transactions. Based on those interpretations, the Company believes that the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders' business and such holders have no arrangements or understandings with any person to participate in the distribution of such New Notes. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be a third-party beneficiary necessary or desirable to complete the assignment, transfer and purchase of the Old Notes tendered hereby. All authority conferred or agreed to be conferred by this Letter of Transmittal shall survive the death, incapacity or dissolution of the undersigned, and every obligation of the undersigned under each Servicing Agreement and (iii) Buyer may, at any time, terminate any such Servicing Agreement immediately this Letter of Transmittal shall be binding upon the delivery undersigned's heirs, personal representatives, successors and assigns, trustees in bankruptcy or other legal representatives of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer--Withdrawal of Tenders" section of the Prospectus. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Old Notes when, as and if the Company has given oral or written notice thereof to Servicer and/or in the Exchange Agent. If any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate any Servicing Agreement and to effectuate the transfer of servicing tendered Old Notes are not accepted for exchange pursuant to the designee of Buyer. Notwithstanding Exchange Offer for any contrary information reason, certificates for any such unaccepted Old Notes will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned at the address shown below or direction which at a different address as may be delivered indicated under "Special Delivery Instructions" as promptly as practicable after the Expiration Date. The undersigned acknowledges that tenders of Old Notes pursuant to Servicer the procedures described under the caption "The Exchange Offer--Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged in the name(s) of the undersigned (or in either such event, in the case of the Old Notes tendered through DTC, by Sellercredit to the undersigned's account at DTC). Similarly, Servicer may conclusively rely on unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and any informationcertificates for Old Notes not tendered or not exchanged (and accompanying documents, direction as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or notice of an Event of Default delivered by Buyernot exchanged in the name(s) of, and Seller shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with send said certificates to, the delivery of such information or notice of Event of Defaultperson(s) so indicated. No provision of this letter may be amended, countermanded or otherwise modified without the prior written consent of Buyer. Buyer is an intended third party beneficiary of this letter. Please acknowledge receipt and your agreement The Company has no obligation pursuant to the terms "Special Payment Instructions" and "Special Delivery Instructions" to transfer any Old Notes from the name of this instruction letter by signing in the signature block below and forwarding an executed copy to Buyer promptly upon receipt. Any notices to Buyer should be delivered to registered Holder(s) thereof if the following address: 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000-0000 Attn: Xxxxx X. Alto, Telephone: (000) 000-0000, Fax: (000) 000-0000. Very truly yours, [SERVICER] By: Name: Title: ACKNOWLEDGED AND AGREED TO: CAPITAL TRUST, INC. By: Name: Title: EXHIBIT XVII FORM OF RELEASE LETTER [Date] JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 100017-2014Company does not accept for exchange any of the Old Notes so tendered.

Ladies and Gentlemen. [SERVICER] (the “Servicer”) is servicing certain mortgage assets for Seller pursuant to one or more Servicing Agreements between Servicer and Seller (the “Purchased Assets”). Pursuant Subject to the Master Repurchase Agreement, Servicer is hereby notified that Seller has granted a security interest to Buyer in the Purchased Assets which are serviced by Servicer. Servicer shall segregate all amounts collected on account terms and conditions of the Purchased Assets sold to Buyer under Exchange Offer, the Master Repurchase Agreement, hold them in trust for the sole and exclusive benefit of Buyer, and remit such collections undersigned hereby tenders to the following account which has been established at PNC BankCompany the principal amount of Old Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Old Notes tendered in accordance with this Letter of Transmittal, National Associationthe undersigned sells, ABA# 000assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to the Old Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-000in-000, Account # 102-396-8633, fact (the “Cash Management Account”). Servicer acknowledges with full knowledge that the Cash Management Account is held for Exchange Agent also acts as the benefit agent of Buyer pursuant to the Depository Agreement, dated as of November 1, 2006, by and between Seller, Buyer, Midland Loan Services, Inc. and PNC Bank, National Association. Upon receipt of a notice of Event of Default from Buyer, Servicer shall follow the instructions of Buyer Company) with respect to the Purchased Assets, and shall deliver tendered Old Notes with full power of substitution to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Servicer hereby agrees that, notwithstanding any provision to the contrary in any Servicing Agreement which exists between Servicer and Seller in respect of any Purchased Asset, (i) Servicer is servicing deliver certificates for such Old Notes to the Purchased Assets for Company and deliver all accompanying evidences of transfer and authenticity to, or upon the joint benefit of Seller order of, the Company and Buyer, (ii) Buyer present such Old Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms of the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Old Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. The undersigned hereby further represents that any New Notes acquired in exchange for Old Notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is expressly intended the Holder, that neither the Holder nor any such other person has an arrangement with any person to participate in the distribution of such New Notes within the meaning of the Securities Act and that neither the Holder nor any such other person is an "affiliate," as defined under Rule 405 of the Securities Act, of the Company or any of its subsidiaries or, if such Holder is an "affiliate," that such Holder will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes, it represents that the Old Notes to be exchanged for New Notes were acquired as a thirdresult of market-party beneficiary under each Servicing Agreement making activities or other trading activities, and (iii) Buyer mayit acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, at by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned will, upon request, execute and deliver any timeadditional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the assignment, terminate any such Servicing Agreement immediately upon transfer and purchase of the delivery Old Notes tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Old Notes when, as and if the Company has given oral or written notice thereof to Servicer and/or in the Exchange Agent. If any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate any Servicing Agreement and to effectuate the transfer of servicing tendered Old Notes are not accepted for exchange pursuant to the designee of Buyer. Notwithstanding Exchange Offer for any contrary information reason, certificates for any such unaccepted Old Notes will be returned, without expense, to the undersigned at the address shown below or direction which at a different address as may be delivered indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to Servicer be conferred by Sellerthis Letter of Transmittal shall survive the death, Servicer may conclusively rely on incapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. The undersigned understands that tenders of Old Notes pursuant to the procedures described under the caption "The Exchange Offer -- Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any informationOld Notes not tendered or not exchanged in the name(s) of the undersigned. Similarly, direction unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and any certificates for Old Notes not tendered or notice of an Event of Default delivered by Buyernot exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signatures. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the New Notes issued in exchange for the Old Notes accepted for exchange and return any Old Notes not tendered or not exchanged in the name(s) of, and Seller shall indemnify send said certificates to, the person(s) so indicated. The undersigned recognizes that the Company has no obligation pursuant to the "Special Payment Instructions" and hold Servicer harmless "Special Delivery Instructions" to transfer any Old Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Old Notes so tendered. PLEASE SIGN HERE WHETHER OR NOT OLD NOTES ARE BEING PHYSICALLY TENDERED HEREBY X ______________________________ Date __________________________ X ______________________________ Date __________________________ Signature(s) of Registered Holder(s) or Authorized Signatory Area Code and Telephone Number: ____________________________________ The above lines must be signed by the registered holder(s) of Old Notes as their name(s) appear(s) on the Old Notes or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Old Notes to which this Letter of Transmittal relates are held of record by two or more joint holders, then all claims asserted against Servicer for any actions taken such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in good faith a fiduciary or representative capacity, such person must (i) set forth his or her full title below and (ii) unless waived by Servicer in connection with the delivery Company, submit evidence satisfactory to the Company of such information or notice of Event of Defaultperson's authority so to act. No provision See Instruction 5 regarding the completion of this letter may be amended, countermanded or otherwise modified without the prior written consent Letter of BuyerTransmittal printed below. Buyer is Name(s): ________________________________ (Please Print) Capacity: ________________________________ Address: _________________________________ (Include Zip Code) Signature(s) Guaranteed by an intended third party beneficiary of this letter. Please acknowledge receipt and your agreement to the terms of this instruction letter by signing in the signature block below and forwarding an executed copy to Buyer promptly upon receipt. Any notices to Buyer should be delivered to the following address: 000 Xxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000-0000 Attn: Xxxxx X. Alto, TelephoneEligible Institution: (000If required by Instruction 5) 000-0000_____________________________________ (Authorized Signature) _____________________________________ (Title) _____________________________________ (Name of Firm) Dated:____________________, Fax: (000) 000-0000. Very truly yours, [SERVICER] By: Name: Title: ACKNOWLEDGED 1999 INSTRUCTIONS FORMING PART OF THE TERMS AND AGREED TO: CAPITAL TRUST, INC. By: Name: Title: EXHIBIT XVII FORM CONDITIONS OF RELEASE LETTER [Date] JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 100017-2014THE EXCHANGE OFFER

Ladies and Gentlemen. [SERVICER] (the “Servicer”) is servicing certain mortgage assets for Seller pursuant to one or more Servicing Agreements between Servicer and Seller (the “Purchased Assets”). Pursuant Subject to the Master Repurchase Agreement, Servicer is hereby notified that Seller has granted a security interest to Buyer in the Purchased Assets which are serviced by Servicer. Servicer shall segregate all amounts collected on account terms and conditions of the Purchased Assets sold to Buyer under Exchange Offer, the Master Repurchase Agreement, hold them in trust for the sole and exclusive benefit of Buyer, and remit such collections undersigned hereby tenders to the following account which has been established at PNC BankCompany the principal amount of Series A Notes indicated above. Subject to and effective upon the acceptance for exchange of the principal amount of Series A Notes tendered in accordance with this Letter of Transmittal, National Associationthe undersigned sells, ABA# 000assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Series A Notes tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-000in-000, Account # 102-396-8633, fact (the “Cash Management Account”). Servicer acknowledges with full knowledge that the Cash Management Account is held for Exchange Agent also acts as the benefit agent of Buyer pursuant to the Depository Agreement, dated as of November 1, 2006, by and between Seller, Buyer, Midland Loan Services, Inc. and PNC Bank, National Association. Upon receipt of a notice of Event of Default from Buyer, Servicer shall follow the instructions of Buyer Company) with respect to the Purchased Assets, and shall deliver tendered Series A Notes with full power of substitution to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Servicer hereby agrees that, notwithstanding any provision to the contrary in any Servicing Agreement which exists between Servicer and Seller in respect of any Purchased Asset, (i) Servicer is servicing deliver certificates for such Series A Notes to the Purchased Assets for Company, or transfer ownership of such Series A Notes on the joint benefit account books maintained by DTC, and deliver all accompanying evidences of Seller transfer and Buyerauthenticity to, or upon the order of, the Company; and (ii) Buyer present such Series A Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Series A Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Series A Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY SERIES B NOTES ACQUIRED IN EXCHANGE FOR SERIES A NOTES TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH SERIES B NOTES, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH SERIES B NOTES AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is expressly intended not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Series B Notes. If the undersigned is a broker-dealer that will receive Series B Notes, it represents that, except to the extent indicated at the bottom of the preceding page, the Series A Notes to be exchanged for Series B Notes were acquired as a thirdresult of market-party beneficiary under each Servicing Agreement making activities or other trading activities and (iii) Buyer maynot acquired directly from the Company, at and it acknowledges that it will deliver a prospectus in connection with any timeresale of such Series B Notes; however, terminate by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF SERIES B NOTES RECEIVED IN EXCHANGE FOR SERIES A NOTES THAT WERE ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any such Servicing Agreement immediately upon additional documents deemed by the delivery Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Series A Notes tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Series A Notes when, as and if the Company has given oral or written notice thereof to Servicer and/or in the Exchange Agent. If any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate any Servicing Agreement and to effectuate the transfer of servicing tendered Series A Notes are not accepted for exchange pursuant to the designee of Buyer. Notwithstanding Exchange Offer for any contrary information reason, certificates for any such unaccepted Series A Notes will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned at the address shown below or direction which at a different address as may be delivered indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to Servicer be conferred by Sellerthis Letter of Transmittal shall survive the death, Servicer may conclusively rely on incapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, personal representatives, successors and assigns. The undersigned understands that tenders of Series A Notes pursuant to the procedures described under the caption "The Exchange Offer - Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and return any informationSeries A Notes not tendered or not exchanged, direction in the name(s) of the undersigned (or notice in either such event in the case of an Event of Default delivered Series A Notes tendered by BuyerDTC, by credit to the undersigned's account at DTC). Similarly, unless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and any certificates for Series A Notes not tendered or not exchanged (and accompanying documents, as appropriate) to the undersigned at the address shown below the undersigned's signature(s), unless, in either event, tender is being made through DTC. In the event that both "Special Payment Instructions" and "Special Delivery Instructions" are completed, please issue the certificates representing the Series B Notes issued in exchange for the Series A Notes accepted for exchange and return any Series A Notes not tendered or not exchanged in the name(s) of, and Seller shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with send said certificates to, the delivery of such information or notice of Event of Defaultperson(s) so indicated. No provision of this letter may be amended, countermanded or otherwise modified without The undersigned recognizes that the prior written consent of Buyer. Buyer is an intended third party beneficiary of this letter. Please acknowledge receipt and your agreement Company has no obligation pursuant to the terms "Special Payment Instructions" and "Special Delivery Instructions" to transfer any Series A Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Series A Notes so tendered. Holders of Series A Notes who wish to tender their Series A Notes and (i) whose Series A Notes are not immediately available, or (ii) who cannot deliver their Series A Notes, this instruction letter by signing Letter of Transmittal or any other documents required hereby to the Exchange Agent, or cannot complete the procedure for book-entry transfer, prior to the Expiration Date, may tender their Series A Notes according to the guaranteed delivery procedures set forth in the signature block below and forwarding an executed copy to Buyer promptly upon receiptProspectus under the caption "The Exchange Offer - Guaranteed Delivery Procedures". Any notices to Buyer should be delivered to See Instruction 1 regarding the following addresscompletion of the Letter of Transmittal printed below. PLEASE SIGN HERE WHETHER OR NOT SERIES A NOTES ARE BEING PHYSICALLY TENDERED HEREBY X __________________________________________ ________ DATE X __________________________________________ ________ SIGNATURE(S) OF REGISTERED HOLDER(S) DATE OR AUTHORIZED SIGNATORY AREA CODE AND TELEPHONE NUMBER: 000 Xxxx Xxxxxx_________________________ THE ABOVE LINES MUST BE SIGNED BY THE REGISTERED HOLDER(S) OF SERIES A NOTES AS THEIR NAME(S) APPEAR(S) ON THE SERIES A NOTES OR, 0xx XxxxxIF THE SERIES A NOTES ARE TENDERED BY A PARTICIPANT IN DTC, Xxx XxxxAS SUCH PARTICIPANT'S NAME APPEARS ON A SECURITY POSITION LISTING AS THE OWNER OF THE SERIES A NOTES, XX 00000OR BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY COMPLETED BOND POWER FROM THE REGISTERED HOLDER(S), A COPY OF WHICH MUST BE TRANSMITTED WITH THIS LETTER OF TRANSMITTAL. IF SERIES A NOTES TO WHICH THIS LETTER OF TRANSMITTAL RELATES ARE HELD OF RECORD BY TWO OR MORE JOINT HOLDERS, THEN ALL SUCH HOLDERS MUST SIGN THIS LETTER OF TRANSMITTAL. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-0000 AttnIN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, SUCH PERSON MUST (i) SET FORTH HIS OR HER FULL TITLE BELOW AND (ii) UNLESS WAIVED BY THE COMPANY, SUBMIT EVIDENCE SATISFACTORY TO THE COMPANY OF SUCH PERSON'S AUTHORITY SO TO ACT. SEE INSTRUCTION 4 REGARDING THE COMPLETION OF THIS LETTER OF TRANSMITTAL PRINTED BELOW. NAME(S): ____________________________________________________________________ ____________________________________________________________________ (PLEASE PRINT) CAPACITY: Xxxxx X. Alto, Telephone____________________________________________________________________ ADDRESS: ____________________________________________________________________ ____________________________________________________________________ (INCLUDE ZIP CODE) SIGNATURE(S) GUARANTEED BY AN ELIGIBLE INSTITUTION: (000IF REQUIRED BY INSTRUCTION 4) 000-0000____________________________________________________________________ (AUTHORIZED SIGNATURE) ____________________________________________________________________ (TITLE) ____________________________________________________________________ (NAME OF FIRM) DATED:___________________________________, Fax: (000) 000-0000. Very truly yours, [SERVICER] By: Name: Title: ACKNOWLEDGED 199_ FORMING PART OF THE TERMS AND AGREED TO: CAPITAL TRUST, INC. By: Name: Title: EXHIBIT XVII FORM CONDITIONS OF RELEASE LETTER [Date] JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 100017-2014THE EXCHANGE OFFER

Ladies and Gentlemen. [SERVICER] (the “Servicer”) is servicing certain mortgage assets for Seller pursuant to one or more Servicing Agreements between Servicer and Seller (the “Purchased Assets”). Pursuant Subject to the Master Repurchase Agreement, Servicer is hereby notified that Seller has granted a security interest to Buyer in the Purchased Assets which are serviced by Servicer. Servicer shall segregate all amounts collected on account terms and conditions of the Purchased Assets sold to Buyer under Exchange Offer, the Master Repurchase Agreement, hold them in trust for the sole and exclusive benefit of Buyer, and remit such collections undersigned hereby tenders to the following account which has been established at PNC BankCompany the shares of Preferred Stock indicated above. Subject to and effective upon the acceptance for exchange of the shares of Preferred Stock tendered in accordance with this Letter of Transmittal, National Associationthe undersigned sells, ABA# 000assigns and transfers to, or upon the order of, the Company all right, title and interest in and to the Preferred Stock tendered hereby. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-000in-000, Account # 102-396-8633, fact (the “Cash Management Account”). Servicer acknowledges with full knowledge that the Cash Management Account is held for Exchange Agent also acts as the benefit agent of Buyer pursuant to the Depository Agreement, dated as of November 1, 2006, by and between Seller, Buyer, Midland Loan Services, Inc. and PNC Bank, National Association. Upon receipt of a notice of Event of Default from Buyer, Servicer shall follow the instructions of Buyer Company) with respect to the Purchased Assets, and shall deliver tendered Preferred Stock with full power of substitution to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Servicer hereby agrees that, notwithstanding any provision to the contrary in any Servicing Agreement which exists between Servicer and Seller in respect of any Purchased Asset, (i) Servicer is servicing deliver certificates for such Preferred Stock to the Purchased Assets for Company, or transfer ownership of such Preferred Stock on the joint benefit account books maintained by DTC, and deliver all accompanying evidences of Seller transfer and Buyerauthenticity to, or upon the order of, the Company; and (ii) Buyer present such Preferred Stock for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Preferred Stock, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest. The undersigned hereby represents and warrants that he or she has full power and authority to tender, sell, assign and transfer the Preferred Stock tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim, when the same are acquired by the Company. THE UNDERSIGNED HEREBY FURTHER REPRESENTS THAT ANY EXCHANGE PREFERRED STOCK ACQUIRED IN EXCHANGE FOR PREFERRED STOCK TENDERED HEREBY WILL HAVE BEEN ACQUIRED IN THE ORDINARY COURSE OF BUSINESS OF THE HOLDER RECEIVING SUCH EXCHANGE PREFERRED STOCK, WHETHER OR NOT THE UNDERSIGNED, THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON HAS AN ARRANGEMENT WITH ANY PERSON TO PARTICIPATE IN THE DISTRIBUTION OF SUCH EXCHANGE PREFERRED STOCK AND THAT NEITHER THE HOLDER NOR ANY SUCH OTHER PERSON IS AN "AFFILIATE," AS DEFINED UNDER RULE 405 OF THE SECURITIES ACT, OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. If the undersigned is expressly intended not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Preferred Stock. If the undersigned is a broker-dealer that will receive Exchange Preferred Stock, it represents that, except to the extent indicated at the bottom of the preceding page, the Preferred Stock to be exchanged for Exchange Preferred Stock was acquired as a thirdresult of market-party beneficiary under each Servicing Agreement making activities or other trading activities and (iii) Buyer maynot acquired directly from the Company, at and it acknowledges that it will deliver a prospectus in connection with any timeresale of such Exchange Preferred Stock; however, terminate by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. IF THE UNDERSIGNED IS A BROKER-DEALER, IT ACKNOWLEDGES THAT IT MAY NOT USE THE PROSPECTUS IN CONNECTION WITH RESALES OF EXCHANGE PREFERRED STOCK RECEIVED IN EXCHANGE FOR PREFERRED STOCK THAT WAS ACQUIRED DIRECTLY FROM THE COMPANY. The undersigned will, upon request, execute and deliver any such Servicing Agreement immediately upon additional documents deemed by the delivery Exchange Agent or the Company to be necessary or desirable to complete the assignment, transfer and purchase of the Preferred Stock tendered hereby. For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Preferred Stock when, as and if the Company has given oral or written notice thereof to Servicer and/or in the Exchange Agent. If any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate any Servicing Agreement and to effectuate the transfer of servicing tendered Preferred Stock is not accepted for exchange pursuant to the designee of Buyer. Notwithstanding Exchange Offer for any contrary information reason, certificates for any such unaccepted Preferred Stock will be returned (except as noted below with respect to tenders through DTC), without expense, to the undersigned at the address shown below or direction which at a different address as may be delivered indicated herein under "Special Payment Instructions" as promptly as practicable after the Expiration Date. All authority conferred or agreed to Servicer be conferred by Sellerthis Letter of Transmittal shall survive the death, Servicer may conclusively rely on any informationincapacity or dissolution of the undersigned and every obligation of the undersigned under this Letter of Transmittal shall be binding upon the undersigned's heirs, direction or notice personal representatives, successors and assigns. The undersigned understands that tenders of an Event of Default delivered by Buyer, and Seller shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with the delivery of such information or notice of Event of Default. No provision of this letter may be amended, countermanded or otherwise modified without the prior written consent of Buyer. Buyer is an intended third party beneficiary of this letter. Please acknowledge receipt and your agreement Preferred Stock pursuant to the terms of this instruction letter by signing procedures described under the caption "The Exchange Offer - Procedures for Tendering" in the signature block below Prospectus and forwarding an executed copy to Buyer promptly in the instructions hereto will constitute a binding agreement between the undersigned and the Company upon receipt. Any notices to Buyer should be delivered the terms and subject to the following address: 000 Xxxx Xxxxxxconditions of the Exchange Offer. Unless otherwise indicated under "Special Payment Instructions," please issue the certificates representing the Exchange Preferred Stock issued in exchange for the Preferred Stock accepted for exchange and return any Preferred Stock not tendered or not exchanged, 0xx Xxxxxin the name(s) of the undersigned (or in either such event in the case of Preferred Stock tendered by DTC, Xxx Xxxxby credit to the undersigned's account at DTC). Similarly, XX 00000-0000 Attn: Xxxxx X. Altounless otherwise indicated under "Special Delivery Instructions," please send the certificates representing the Exchange Preferred Stock issued in exchange for the Preferred Stock accepted for exchange and any certificates for Preferred Stock not tendered or not exchanged (and accompanying documents, Telephone: (000as appropriate) 000-0000to the undersigned at the address shown below the undersigned's signature(s), Fax: (000) 000-0000unless, in either event, tender is being made through DTC. Very truly yours, [SERVICER] By: Name: Title: ACKNOWLEDGED AND AGREED TO: CAPITAL TRUST, INC. By: Name: Title: EXHIBIT XVII FORM OF RELEASE LETTER [Date] JPMorgan Chase Bank, N.A. 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 100017-2014In the event that both "Special Payment Instructions" and

Ladies and Gentlemen. [SERVICER] (the “Servicer”) is servicing certain mortgage assets for sold by Seller to Buyer pursuant to one or more Servicing Agreements the Master Repurchase Agreement (the “Purchased Assets”) pursuant to a servicing agreement dated as of December [ ], 2013 between Servicer and Seller (the “Purchased AssetsServicing Agreement”). Pursuant Servicer is hereby notified that, pursuant to the Master Repurchase Agreement, Servicer is hereby notified that Seller has sold the Purchased Assets to Buyer on a servicing-released basis, and has granted a security interest to Buyer in the Purchased Assets which are serviced by Assets. In accordance with Seller’s requirements under the Master Repurchase Agreement, Seller hereby notifies and instructs Servicer. , and Servicer hereby agrees that Servicer shall (a) segregate all amounts collected on account of the Purchased Assets, (b) hold the Purchased Assets sold to Buyer under the Master Repurchase Agreement, hold them in trust for the sole and exclusive benefit of Buyer, and (c) in accordance with the terms of the Servicing Agreement, remit all such collections income to the following account which has been established Depository Account at [PNC Bank, National Association], ABAABA # 000-000-000000000000, Account # 102-396-8633, (the “Cash Management Account”). Servicer acknowledges that the Cash Management Account is held for the benefit of Buyer pursuant to the Depository Agreement, dated as of November 1, 2006, by and between Seller, Buyer, Midland Loan Services, Inc. and PNC Bank, National Association[ ]. Upon receipt of a notice of Event of Default under the Master Repurchase Agreement from Buyer, Servicer shall only follow the instructions of Buyer with respect to the Purchased Assets, and shall deliver to Buyer any information with respect to the Purchased Assets reasonably requested by Buyer. Notwithstanding any contrary information or direction that may be delivered to Servicer by Sellers, Servicer may conclusively rely on any information, direction or notice of an Event of Default delivered by Buyer, and Sellers shall indemnify and hold Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with the delivery of such information or notice of Event of Default, absent a Seller’s willful misconduct, gross negligence or fraud. Servicer hereby agrees that, notwithstanding any provision to the contrary in any the Servicing Agreement or in any other agreement which exists between Servicer and Seller in respect of any Purchased Asset, (i) Servicer is servicing the Purchased Assets for the joint benefit of Seller and Buyer, (ii) Buyer is expressly intended to be a third-party beneficiary under each the Servicing Agreement and Agreement, (iii) Buyer mayhas all rights with respect to the Purchased Asset and the servicing thereof, at any time, and (iv) Buyer may terminate any such the Servicing Agreement and any other such agreement immediately upon the delivery of written notice thereof to Servicer and/or in any event transfer servicing to Buyer’s designee, at no cost or expense to Buyer, it being agreed that Seller will pay any and all fees required to terminate any the Servicing Agreement and any other such agreement and to effectuate the transfer of servicing to the designee of BuyerBuyer in accordance with this Servicer Notice. Notwithstanding any contrary information or direction which may be delivered [Servicer hereby further acknowledges and agrees that (i) the Servicing Agreement, together with Seller’s rights thereunder, has been assigned to Servicer by Seller, Servicer may conclusively rely on any information, direction or notice of an Event of Default delivered by BuyerBuyer pursuant to the Master Repurchase Agreement, and Seller Servicer consents to such assignment, (ii) Buyer shall indemnify have no obligations, nor liability to Servicer, under the Servicing Agreement (including, without limitation, any indemnification of Servicer provided for in the Servicing Agreement), (iii) Buyer shall have the right to consent to any proposed actions to be taken with respect to the Purchased Assets, and hold (iv) Servicer harmless for any and all claims asserted against Servicer for any actions taken in good faith by Servicer in connection with shall not modify, amend or terminate the delivery Servicing Agreement without the prior written consent of such information or notice of Event of Default. Buyer.] No provision of this letter or any Servicing Agreement may be amended, countermanded or otherwise modified without the prior written consent of Buyer. Buyer is an intended third party beneficiary of this letter. Please acknowledge receipt and your agreement to the terms of this instruction letter by signing in the signature block below and forwarding an executed copy to Buyer promptly upon receipt. Any notices to Buyer should be delivered to the following address: 000 JPMorgan Chase Bank, National Association, 0 Xxx Xxxx XxxxxxXxxxx, 0xx 00xx Xxxxx, Xxx Xxxx, XX Xxx Xxxx 00000-0000 Attn, Attention: Ms. Xxxxx X. S Alto, Telephone: (000) 000-0000, Fax: (000) 000-0000. Very truly yours, [SERVICER] JPMORGAN CHASE BANK, NATIONAL ASSOCIATION By: Name: Title: ACKNOWLEDGED AND AGREED TO: CAPITAL TRUST, INC. [ ] By: Name: Title: [SERVICER] By: Name: Title: EXHIBIT XVII XIV FORM OF RELEASE LETTER [Date] JPMorgan Chase Bank, N.A. 000 National Association 0 Xxx Xxxx XxxxxxXxxxx, 0xx 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 100017-201400000 Attention: Xx. Xxxxx X. Alto Re: Master Repurchase Agreement, dated as of December 20, 2013 by and between JPMorgan Chase Bank, National Association (“Buyer”) and Parlex 4 UK Xxxxx, LLC and Parlex 4 Finance, LLC (“Sellers”) (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”); (capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Master Repurchase Agreement).