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Exhibit 10.3

Execution Version

MORTGAGE PURCHASE AGREEMENT

     This MORTGAGE PURCHASE AGREEMENT (this “ Agreement ”), dated as of September 30, 2008, is made and entered into by and between Care Investment Trust Inc., a Maryland Corporation (“ Seller ”) and CIT Healthcare LLC, a Delaware limited liability company (the Buyer ”) . Seller and Buyer may hereinafter be referred to individually as a “ Party ” or collectively as the “ Parties ”.

W I T N E S S E T H :

      WHEREAS, Exhibit A attached hereto contains a list of all of the mortgage loans owned by Seller as of the date hereof (each a “ Mortgage Asset ”); and

      WHEREAS , subject to the terms and conditions hereof, the Parties may from time-to-time enter into transactions (each a “ Transaction ”) in which Seller agrees to sell and transfer to Buyer, and Buyer agrees to purchase from Seller, certain Mortgage Assets.

      NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements contained herein and for other good and valuable consideration, the receipt an adequacy of which is hereby acknowledged, the Parties hereto (intending to be legally bound) hereby agree as follows:

ARTICLE 1.

DEFINITIONS

     1.1 Defined Terms . As used herein, the terms below have the following meanings :

          (a) “ Affiliate ” means, with respect to a Party, any individual or entity that controls, is controlled by, or is under common control with, such Party.

          (b) “ Agreement ” has the meaning set forth in the preamble of this Agreement.

          (c) “ Assignment Agreement ” has the meaning set forth in Section 2.6.

          (d) “ Business Day ” means any day other than a Saturday, a Sunday or a day on which banks in the City of New York are required, permitted or authorized, by applicable law or executive order, to be closed for regular banking business.

          (e) “ Buyer ” has the meaning set forth in the preamble of this Agreement.

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          (f) “ Engagement Date ” has the meaning set forth in Section 2.2 .

          (g) “ Exercise Date ” means the date upon which Seller provides written notice to Buyer exercising its Sale Right in accordance with Section 2.1 hereof.

          (h) “ Exercise Notice ” has the meaning set forth in Section 2.1 .

          (i) “ Fair Market Value ” has the meaning set forth in Section 2.2 .

          (j) Fair Market Value Arbitrator ” means an individual or entity selected, by written agreement of the Parties within three (3) Business Day after an Objection Notice is delivered by a Party, to review the Third Party Appraiser’s determination of Fair Market Value, which individual or entity must be independent of both Parties (within the meaning of the director independence rules of the New York Stock Exchange); provided however if the Parties have not agreed to a Fair Market Value Arbitrator by 5 p.m. New York City time on the date that is three (3) Business Day after an Objection Notice is delivered, the Third Party Appraiser shall promptly appoint a Fair Market Value Arbitrator that is independent of both Parties (within the meaning of the director independence rules of the New York Stock Exchange).

          (k) Fair Market Value Arbitrator’s Determination has the meaning set forth in Section 2.2 .

          (l) “ Mortgage Asset ” has the meaning set forth in the Recitals.

          (m) Objection Deadline has the meaning set forth in Section 2.2 .

          (n) Objection Notice has the meaning set forth in Section 2.2 .

          (o) Objecting Party has the meaning set forth in Section 2.2 .

          (p) “ Party ” or “ Parties ” has the meaning set forth in the preamble of this Agreement.

          (q) “ Par Value ” means, with respect to any Mortgage Asset, the outstanding principal balance of such Mortgage Asset as of the Transaction Closing Date with respect to such Mortgage Asset.

          (r) “Resignation Notice” has the meaning set forth in the definition of Third Party Appraiser.

          (s) Revocation Notice has the meaning set forth in Section 2.3 .

          (t) “ Sale Price ” has the meaning set forth in Section 2.2 .

          (u) “ Sale Right ” has the meaning set forth in Section 2.1 .

          (v) “ Seller ” has the meaning set forth in the preamble of this Agreement.

          (w) “ Termination Date ” has the meaning set forth in Section 2.1 .

          (x) “ Third Party Appraiser ” means Column Financial Inc.; provided, however, if Column Financial Inc. shall have notified the Company that it is no longer willing to serve as Third Party Appraiser under this Agreement (a “ Resignation Notice ”), “Third Party Appraiser” shall mean a successor Third Party Appraiser that is independent of both Parties (within the meaning of the director independence rules of the New York

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Stock Exchange) and agreed to in writing by the Parties in advance of the effective date of the Resignation Notice; and provided further if the Parties have not agreed to a successor Third Party Appraiser by the effective date of the Resignation Notice, the Third Party Appraiser shall appoint a successor Third Party Appraiser that is independent of both Parties (within the meaning of the director independence rules of the New York Stock Exchange) effective as of the effective date of such Resignation Notice.

          (y) “ Transaction ” has the meaning set forth in the Recitals.

          (z) “ Transaction Closing ” means the consummation of the purchase of one or more Mortgage Assets for the Sale Price pursuant to Seller’s exercise of the Sale Right in accordance with Section 2.1 hereof.

          (aa) “ Transaction Closing Date ” means, with respect to any Mortgage Asset, the date on which a Transaction Closing occurs with respect to such Mortgage Asset.

ARTICLE 2.

SALE RIGHT

     2.1 Obligation; Exercise . At any time and from time-to-time from the date of this Agreement to 5:00 p.m., New York City time, on September 30, 2009 (the “ Termination Date ”), Seller shall have the right, but not the obligation (the “ Sale Right ”), by providing written notice to Buyer in accordance with this Section 2.1 (each an “ Exercise Notice ”), to cause Buyer to purchase on the Transaction Closing Date any or all of the Mortgage Assets then owned by Seller for the Sale Price of such Mortgage Assets; provided , however , that in no event shall Buyer be required to purchase any Mortgage Asset after it has purchased Mortgage Assets with an aggregate Sale Price of One Hundred Twenty Five Million Dollars ($125,000,000) pursuant to this Agreement. Each Exercise Notice shall specify (a) Seller’s intention to exercise the Sale Right granted hereunder, (b) the identity of the Mortgage Asset or Mortgage Assets to be sold, (c) the Exercise Date, and (d) wire instructions for payment of the Sale Price on the Transaction Closing Date.

     2.2 Calculation of Sale Price . Upon receipt of an Exercise Notice, Buyer shall promptly, but in no event later than two (2) Business Day after receipt by Buyer of the Exercise Notice, submit a request (the date on which such request is submitted the “ Engagement Date ”) to the Third Party Appraiser to determine the fair market value, as of the Exercise Date, of the Mortgage Assets identified in the Exercise Notice (the “ Fair Market Value ”) and Buyer shall instruct the Third Party Appraiser to deliver its calculation of Fair Market Value simultaneously to each of Seller and Buyer within five (5) Business Days after the Engagement Date. If, upon receipt of the Third Party Appraiser’s determination of Fair Market Value, either Party disagrees with such determination, such Party (the “ Objecting Party ”) may, by written notice (an “ Objection Notice ”) to the other Party by 5:00 p.m. New York City time on the date that is two (2) Business Days following receipt by the Objecting Party of the Third Party Appraiser’s determination (the “ Objection Deadline ”), request that the Third Party Appraiser’s determination of Fair Market Value be appealed to the Fair Market Value Arbitrator and

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the Objecting Party shall, upon appointment of the Fair Market Value Arbitrator, instruct the Fair Market Value Arbitrator to render its determination of the Fair Market Value of the Mortgage Assets identified in the applicable Exercise Notice to both Parties within five (5) Business Days after such instruction. Each Objection Notice must contain the Objecting Party’s calculation of the Fair Market Value of the Mortgage Assets identified in the applicable Exercise Notice and its basis for calculating such Fair Market Value. If a Party fails to deliver an Objection Notice with respect to the Third Party Appraiser’s determination of Fair Market Value of the Mortgage Assets identified in any Exercise Notice by the Objection Deadline, such Party shall be deemed to agree with, and have adopted, the Third Party Appraiser’s determination of Fair Market Value. If neither Party delivers an Objection Notice with respect to the Third Party Appraiser’s determination of Fair Market Value of the Mortgage Assets identified in any Exercise Notice by the Objection Deadline, the Third Party Appraiser’s determination of Fair Market Value shall be final and binding on the Parties as of the Objection Deadline. If one or more Objection Notices are delivered by the Objection Deadline, the Fair Market Value Arbitrator’s determination of Fair Market Value shall be final and binding on the Parties as of the date on which such determination (the “ Fair Market Value Arbitrator’s Determination ”) is delivered to both Parties. For all purposes of this Agreement, the “ Sale Price ” of any Mortgage Asset shall be equal to the Fair Market Value of such Mortgage Asset as finally determined pursuant to this Section 2.2 .

     2.3 Revocation of Exercise Notice; Maximum Fair Market Value . Notwithstanding anything to the contrary in this Agreement, (a) Seller may, at any time up until the Transaction Closing Date with respect to a Mortgage Asset, revoke its Notice of Exercise with respect to such Mortgage Asset by providing written notice thereof to Buyer (a “ Revocation Notice ”) and, in the event of delivery of such a Revocation Notice, Seller shall have no obligation to sell the Mortgage Asset that is the subject of such Revocation Notice to Buyer pursuant to this Agreement on the Transaction Closing Date set forth in the applicable Exercise Notice or at all; provided , however , that delivery of a Revocation Notice with respect to any Mortgage Asset shall not prejudice Seller’s right to include such Mortgage Asset in a subsequent Exercise Notice during the term of this Agreement, and (b) in no event shall Buyer be obligated to purchase any Mortgage Asset pursuant to this Agreement if the Fair Market Value of such Mortgage Asset, as finally determined in accordance with Section 2.2 , is greater than one hundred five percent (


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