Definition of CT Change in Control

CT Change in Control means if both of the following events occur: (i) either (A) any "person" or "group" (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, a amended (the "1934 Act")) shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a percentage of the total voting power of all classes of equity of Guarantor entitled to vote generally in the election of directors, members or partners of 50.1% or more; or (B) the current members of Guarantor's board of directors (the "Incumbent Directors") cease for any reason, including, without limitation, as a result of a tender offer, proxy contest, merger or similar transaction, to constitute at least a majority of such board of directors, provided that any person becoming a director of Guarantor subsequent to the date hereof shall be considered an Incumbent Director if such person's election was approved by or such person was nominated for election by a vote of at least a majority of the Incumbent Directors; or (C) the consummation of any consolidation or merger of Guarantor where the stockholders of Guarantor immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own shares representing in the aggregate more than fifty and one-tenth of one percent (50.1%) of the voting shares of the entity issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any); and (ii) any two (2) of Stephen D. Plavin, Geoffrey G. Jervis and Thomas C. Ruffing cease to be employed as full-time senior executives by CT Investment Management Co., LLC (or any successor entity with respect to the management of REIT Holdings and/or the Collateral Assets), and replacements for such individuals acceptable to Mezzanine Lender in its sole discretion have not been appointed within thirty (30) days of the date on which the second (2nd) of such individuals ceased to be so employed.