CLAROS MORTGAGE TRUST, INC. (a Maryland corporation) 5,524,934 Shares of Common Stock, $0.01 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • November 5th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 28th, 2021 • Claros Mortgage Trust, Inc. • Real estate • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of _________, 20__, by and between Claros Mortgage Trust, Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
TERM LOAN CREDIT AGREEMENT Dated as of August 9, 2019 among CLAROS MORTGAGE TRUST, INC., as the Borrower, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, JPMORGAN CHASE BANK, N.A., as Administrative Agent, and JPMORGAN CHASE BANK, N.A., MORGAN...Term Loan Credit Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
TERM LOAN CREDIT AGREEMENT, dated as of August 9, 2019 (this “Agreement”), by and among Claros Mortgage Trust, Inc., a Maryland corporation (the “Borrower”), the Lenders from time to time party hereto and JPMorgan Chase Bank, N.A. (“JPMCB”), in its capacities as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities and together with its successors and assigns, the “Administrative Agent”).
GUARANTEE AGREEMENTGuarantee Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
GUARANTEE AGREEMENT, dated as of September 29, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by CLAROS MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”), in favor of WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”).
MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT among MORGAN STANLEY BANK, N.A. as Buyer and CMTG MS FINANCE LLC as SellerMaster Repurchase and Securities Contract Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
This Master Repurchase and Securities Contract Agreement (this “Agreement”) is dated as of January 26, 2017, and is made by and among MORGAN STANLEY BANK, N.A., as buyer (together with its successors and assigns, “Buyer”) and CMTG MS FINANCE LLC, a Delaware limited liability company, as seller (“Seller”).
MASTER REPURCHASE AGREEMENT Dated as of June 26, 2019 by and among CMTG DB FINANCE LLC, as Master Seller, and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as BuyerMaster Repurchase Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
THIS MASTER REPURCHASE AGREEMENT (this “Agreement”) is dated as of June 26, 2019, by and between CMTG DB FINANCE LLC, a Delaware limited liability company organized in series (“Master Seller”) and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution (as more fully described in Section 2 below, “Buyer”).
MASTER REPURCHASE AND SECURITIES CONTRACT between CMTG WF FINANCE LLC and WELLS FARGO BANK, NATIONAL ASSOCIATION Dated as of September 29, 2021Master Repurchase and Securities Contract • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
THIS MASTER REPURCHASE AND SECURITIES CONTRACT, dated as of September 29, 2021 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), is made by and between CMTG WF FINANCE LLC, a Delaware limited liability company, as Seller (as more specifically defined below, “Seller”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as buyer (as more specifically defined below, “Buyer”). Seller and Buyer (each also a “Party” and, collectively, the “Parties”) hereby agree as follows:
MASTER REPURCHASE AGREEMENT Dated as of December 21, 2018 between BARCLAYS BANK PLC, as Purchaser, and CMTG BB FINANCE LLC, as SellerMaster Repurchase Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
MASTER REPURCHASE AGREEMENT, dated as of December 21, 2018 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, “Purchaser”) and CMTG BB FINANCE LLC, a limited liability company organized under the laws of the State of Delaware (“Seller”).
GUARANTYGuaranty • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
GUARANTY, dated as of December 21, 2018 (this “Guaranty”), made by CLAROS MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”), for the benefit of BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (“Purchaser”).
FIFTH AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • February 20th, 2024 • Claros Mortgage Trust, Inc. • Real estate • New York
WHEREAS, Seller and Purchaser are parties to that certain Master Repurchase Agreement, dated as of December 21, 2018, as amended by the First Amendment to Master Repurchase Agreement, dated as of October 31, 2019, the Omnibus Amendment, dated February 27, 2020, the Second Amendment to Master Repurchase Agreement, dated August 19, 2021, and the Omnibus Amendment, dated December 20, 2021 (the “Existing Repurchase Agreement” and, as amended by this Amendment, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Repurchase Agreement”); and
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of the eighth day of July, 2016, by and among Claros Mortgage Trust, Inc., a Maryland corporation (“CMTG”), and CMTG Investor, L.P., a Delaware limited partnership (the “Investor”).
GUARANTYGuaranty • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
THIS GUARANTY, dated as of January 26, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by Claros Mortgage Trust, Inc., a Maryland corporation (together with its permitted successors and assigns, “Guarantor”), in favor of Morgan Stanley Bank, N.A., a national banking association, as buyer (“Buyer”).
AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT among CMTG GS FINANCE LLC,Master Repurchase and Securities Contract Agreement • February 16th, 2023 • Claros Mortgage Trust, Inc. • Real estate • New York
AGREEMENT (this “Agreement”), dated as of March 7, 2022, by and among GOLDMAN SACHS BANK USA, a New York state-chartered bank, as administrative agent (in such capacity, together with its permitted successors and assigns, the “Administrative Agent”) for GOLDMAN SACHS BANK USA, a New York state-chartered bank (“GSBUSA”), and such other financial institutions from time to time party hereto as buyers (GSBUSA, together with the entities listed on Schedule III hereto as of the date hereof, and such other financial institutions from time to time party hereto as buyers, and together with their respective successors and assigns, collectively “Buyers” and individually, each a “Buyer”), Buyers and CMTG GS FINANCE LLC, a Delaware limited liability company (“Seller”).
GUARANTYGuaranty • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate
This GUARANTY (the “Guaranty”) is made and entered into as of June 26, 2019, by CLAROS MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”) having an address at 60 Columbus Circle, 20th Floor, New York, New York 10023, for the benefit of DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a foreign banking institution, whose address is 60 Wall Street, 10th Floor, New York, New York 10005 (“Buyer”). This Guaranty is made with reference to the following facts:
LOAN GUARANTYLoan Guaranty • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
THIS LOAN GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Loan Guaranty”) is entered into as of August 9, 2019, by and among the Subsidiary Guarantors (as defined in the Credit Agreement (as defined below)) and other Persons from time to time party hereto (the Subsidiary Guarantors and such other Persons, collectively, the “Guarantors”) and JPMorgan Chase Bank, N.A., in its capacity as administrative agent and collateral agent for the lenders party to the Credit Agreement referred to below (in such capacities, the “Administrative Agent”).
GUARANTEE AGREEMENTGuarantee Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
Pursuant to that certain Master Repurchase Agreement, dated as of June 29, 2018 (as amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), between Buyer and CMTG JP Finance LLC, a Delaware limited liability company (“Seller”), Seller has agreed to sell, from time to time, to Buyer certain Eligible Assets (as defined in the Repurchase Agreement, upon purchase by Buyer, each a “Purchased Asset” and, collectively, the “Purchased Assets”), upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Custodial Agreement dated June 29, 2018 (the “Custodial Agreement”) by and among Buyer, Seller and Wells Fargo Bank, National Association (the “Custodian”), Custodian is required to take possession of the Purchased Assets, along with certain other documents specified in the Custodial Agreement, as Custodian of Buyer and any future purchaser, on several delivery dates, in accordance with the terms and cond
SIXTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTMaster Repurchase and Securities Contract Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate
THIS SIXTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Amendment”), dated as of April 15, 2020, is by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (“Buyer”), and CMTG GS FINANCE LLC, a Delaware limited liability company, as seller (“Seller”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Master Repurchase Agreement (as defined below).
AMENDMENT NO. 3 TO GUARANTYGuaranty • February 20th, 2024 • Claros Mortgage Trust, Inc. • Real estate • New York
AMENDMENT NO. 3 TO GUARANTY, dated as of December 26, 2023 and effective as of the Amendment Effective Date (as defined below) (this “Amendment”), between CLAROS MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”), and DEUTSCHE BANK AG, NEW YORK BRANCH (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the respective meanings given to them in the Repurchase Agreement or the Guaranty (each, as defined below).
SECOND AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTMaster Repurchase Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate
THIS SECOND AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Amendment”), dated as of August 31, 2018, is by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (“Buyer”), and CMTG GS FINANCE LLC, a Delaware limited liability company, as seller (“Seller”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Master Repurchase Agreement (as defined below).
FIRST AMENDMENT TO MASTER REPURCHASE AGREEMENTMaster Repurchase Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
WHEREAS, Seller and Purchaser are parties to that certain Master Repurchase Agreement, dated as of December 21, 2018 (the “Existing Repurchase Agreement” and, as amended by this Amendment, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Repurchase Agreement”); and
FOURTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTMaster Repurchase and Securities Contract Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate
THIS FOURTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Amendment”), dated as of May 1, 2019, is by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (“Buyer”), and CMTG GS FINANCE LLC, a Delaware limited liability company, as seller (“Seller”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Master Repurchase Agreement (as defined below).
FIRST AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTMaster Repurchase Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate
This First Amendment to Master Repurchase and Securities Contract Agreement (this “Amendment”), dated as of May 29, 2018, is by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (“Buyer”), and CMTG GS FINANCE LLC, a Delaware limited liability company (“Seller”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Master Repurchase Agreement (as defined below).
AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • August 2nd, 2022 • Claros Mortgage Trust, Inc. • Real estate • New York
THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT is made as of August 2, 2022, by and between CLAROS MORTGAGE TRUST, INC., a Maryland corporation (the “Company”), and CLAROS REIT MANAGEMENT LP, a Delaware limited partnership (together with its permitted assignees, the “Manager”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
THIS PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of August 9, 2019, by and among Claros Mortgage Trust, Inc., a Maryland corporation (the “Borrower”), the Subsidiary Guarantors (as defined in the Credit Agreement) as of the Closing Date and each other Subsidiary and Person that becomes a party hereto pursuant to Section 7.10 (the Borrower, such Subsidiary Guarantors and each other such Subsidiary and Person are collectively referred to as the “Grantors”) and JPMorgan Chase Bank, N.A. (“JPMCB”), in its capacities as administrative agent for the Lenders and collateral agent for the Secured Parties (in such capacities and together with its successors and assigns, the “Administrative Agent”).
GUARANTEE AGREEMENTGuarantee Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
THIS GUARANTEE AGREEMENT, dated as of May 31, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by CLAROS MORTGAGE TRUST INC., a Maryland corporation (“Guarantor”), in favor of GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (“Buyer”).
SEVENTH AMENDMENT TO MASTER REPURCHASE AGREEMENT SEVENTH AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated asMaster Repurchase Agreement • February 20th, 2024 • Claros Mortgage Trust, Inc. • Real estate • New York
of December 26, 2023 (this “Amendment”), by and among CMTG BB FINANCE LLC, a Delaware limited liability company (“Seller”), and BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales, in its capacity as Purchaser (together with its successors and assigns, “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below).
OMNIBUS AMENDMENTMaster Repurchase Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
THIS OMNIBUS AMENDMENT, dated February 27, 2020 (this “Amendment”), is entered into by and between CMTG BB Finance LLC, a limited liability company organized under the laws of the State of Delaware (“Seller”), and BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, “Purchaser”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Fee Letter (as defined below), and if not defined therein, in the Master Repurchase Agreement (as defined below).
GUARANTYGuaranty • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
GUARANTY, dated as of April 30, 2018 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guaranty”), made by CLAROS MORTGAGE TRUST, INC., a Maryland corporation, having its principal place of business at c/o Mack Real Estate Credit Strategies, 60 Columbus Circle, 20th Floor, New York, New York 10023 (“Guarantor”), in favor of SOCIÉTÉ GÉNÉRALE, NEW YORK BRANCH (“Buyer”).
THIRD AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AGREEMENTMaster Repurchase and Securities Contract Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate
THIS THIRD AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND FIRST AMENDMENT TO GUARANTEE AGREEMENT (this “Amendment”), dated as of March 12, 2019, is by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (“Buyer”), CMTG GS FINANCE LLC, a Delaware limited liability company, as seller (“Seller”), and CLAROS MORTGAGE TRUST INC., a Maryland corporation (“Guarantor”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Master Repurchase Agreement (as defined below).
CMTG DB Finance LLC c/o Mack Real Estate Credit StrategiesMaster Repurchase Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate
RE: Master Repurchase Agreement, dated as of June 26, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Master Repurchase Agreement”) by and between Deutsche Bank AG, Cayman Islands Branch as Buyer (“Buyer”) and CMTG DB Finance LLC as Master Seller (“Master Seller”) and Letter Agreement, dated as of June 26, 2019 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Letter Agreement”) by and between Buyer and Master Seller
FORBEARANCE AGREEMENT AND SEVENTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTForbearance Agreement and Seventh Amendment to Master Repurchase and Securities Contract Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
This FORBEARANCE AGREEMENT AND SEVENTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Amendment”) is made as of June 11, 2020 (the “Effective Date”), by and among CMTG GS Finance LLC, a Delaware limited liability company, having a mailing address of c/o Mack Real Estate Credit Strategies, 60 Columbus Circle, 20th Floor, New York, New York 10023 (“Seller”) and Claros Mortgage Trust, Inc., a Maryland corporation, having a mailing address of c/o Mack Real Estate Credit Strategies, 60 Columbus Circle, 20th Floor, New York, New York 10023 (“Guarantor”), and Goldman Sachs Bank USA, a New York State member bank, having a mailing address of 200 West Street, New York, New York 10282 (“Purchaser”).
FIFTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTMaster Repurchase and Securities Contract Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate
THIS FIFTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Amendment”), dated as of October 30, 2019, is by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank, as buyer (“Buyer”), and CMTG GS FINANCE LLC, a Delaware limited liability company, as seller (“Seller”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Master Repurchase Agreement (as defined below).
TIME-BASED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 10th, 2022 • Claros Mortgage Trust, Inc. • Real estate • Maryland
This Restricted Stock Unit Agreement (this “Agreement”), dated as of the date set forth in Exhibit A attached hereto (the “Grant Date”), is made by and between Claros Mortgage Trust, Inc., a Maryland corporation (the “Company”), and the individual set forth in Exhibit A attached hereto (the “Participant”).
AMENDMENT NO. 3 TO GUARANTEE AGREEMENTGuarantee Agreement • May 6th, 2024 • Claros Mortgage Trust, Inc. • Real estate
WHEREAS, CMTG JPM TERM FUNDING LLC, a Delaware limited liability company (“Seller”), CMTG JPM TERM HOLDCO LLC, a Delaware limited liability company (“Junior Participant”), SITUS ASSET MANAGEMENT, LLC, a Delaware limited liability company (“Administrator”), and Senior Participant are parties to that certain Master Participation and Administration Agreement, dated as of November 4, 2022 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Participation Agreement”);
FIRST AMENDMENT TO GUARANTYGuaranty • May 2nd, 2023 • Claros Mortgage Trust, Inc. • Real estate • New York
WHEREAS, Seller and Purchaser are parties to that certain Master Repurchase Agreement, dated as of December 21, 2018 (as amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Repurchase Agreement”);
