Capital Trust (CT)

SECTION 2.18. Term-Out Option.

(a) Provided no Default or Event of Default has occurred and is continuing, the Borrower may, upon prior written notice to the Administrative Agent sent not earlier than forty-five (45) days prior to, nor later than fifteen (15) days prior to, the Stated Maturity Date, elect to have the principal balance of the Loans outstanding on the Stated Maturity Date remain outstanding from the Stated Maturity Date to the Term Loan Maturity Date as non-revolving Term Loans (the “Term-Out Option”). As a condition precedent to the Term-Out Option, the Borrower shall deliver to the Administrative Agent a certificate of the Borrower certifying that (i) before and after giving effect to such extension, (A) the representations and warranties contained in Article III are true and correct in all material respects on and as of the effective date of such Term-Out Option, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Section 2.18, the representations and warranties contained in Section 3.04 shall be deemed to refer to the most recent financial statements furnished pursuant to Section 5.01 and (B) no Default or Event of Default exists and (ii) no Material Adverse Effect has occurred since the date of the most recent financial statements furnished pursuant to Section 5.01.

(b) During the period of such Term Loans, the Borrower may repay in whole or in part but not reborrow the outstanding Term Loans as provided in Section 2.08 (but may continue the outstanding principal balance of maturing Loans pursuant to Section 2.02) and the provisions of this Agreement relating to the Revolving Loans shall apply mutatis mutandis to the Term Loans.