0000950170-23-016688 Sample Contracts

AMENDMENT NO. 2 TO GUARANTY
Guaranty • May 2nd, 2023 • Claros Mortgage Trust, Inc. • Real estate • New York

AMENDMENT NO. 2 TO GUARANTY, dated as of March 28, 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).

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FIRST AMENDMENT TO GUARANTY
Guaranty • 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”);

FIRST AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
Master Repurchase and Securities Contract Agreement • May 2nd, 2023 • Claros Mortgage Trust, Inc. • Real estate

This First Amendment to Amended and Restated Master Repurchase and Securities Contract Agreement (this “Amendment”), dated as of May 31, 2022, by and between GOLDMAN SACHS BANK USA, a New York state-chartered bank, (“GSB”) as administrative agent for Buyers (in such capacity, together with its permitted successors and assigns, the “Administrative Agent”) and CMTG GS FINANCE LLC, a Delaware limited liability company (“Seller”) and acknowledged by CLAROS MORTGAGE TRUST INC., a Maryland corporation. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Master Repurchase Agreement (as defined below).

TWELFTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND FIRST AMENDMENT TO GUARANTY
Master Repurchase and Securities Contract Agreement • May 2nd, 2023 • Claros Mortgage Trust, Inc. • Real estate

This Twelfth Amendment to Master Repurchase and Securities Contract Agreement and First Amendment to Guaranty (this “Amendment”), dated as of March 16, 2023, is by and among MORGAN STANLEY BANK, N.A., a national banking association (together with its successors and assigns, “Buyer”), CMTG MS FINANCE LLC, a Delaware limited liability company (“Seller”), and CLAROS MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”).

TENTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
Master Repurchase and Securities Contract Agreement • May 2nd, 2023 • Claros Mortgage Trust, Inc. • Real estate

This Tenth Amendment to Master Repurchase and Securities Contract Agreement (this “Amendment”), dated as of January 25, 2022, is by and between MORGAN STANLEY BANK, N. A. , a national banking association (together with its successors and assigns, “Buyer”) and CMTG MS FINANCE LLC, a Delaware limited liability company (“Seller”).

AMENDMENT NO. 1 TO GUARANTEE AGREEMENT
Guarantee Agreement • May 2nd, 2023 • 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”);

AMENDMENT NO. 3 TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT AND AMENDMENT NO. 1 TO GUARANTEE AGREEMENT
Master Repurchase Agreement • May 2nd, 2023 • Claros Mortgage Trust, Inc. • Real estate • New York

dated as of March 10, 2023 (this “Amendment”), by and among CMTG JP FINANCE LLC (“Seller”), a Delaware limited liability company, CLAROS MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

SECOND AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND FIRST AMENDMENT TO AMENDED AND RESTATED GUARANTEE AGREEMENT
Master Repurchase and Securities Contract Agreement • May 2nd, 2023 • Claros Mortgage Trust, Inc. • Real estate

This Second Amendment to Amended and Restated Master Repurchase and Securities Contract Agreement and First Amendment to Amended and Restated Guarantee Agreement (this “Amendment”), dated as of January 13, 2023, by and among GOLDMAN SACHS BANK USA, a New York state-chartered bank, (“GSB”) as administrative agent for Buyers (in such capacity, together with its permitted successors and assigns, the “Administrative Agent”), CMTG GS FINANCE LLC, a Delaware limited liability company (“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).

ELEVENTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT
Master Repurchase and Securities Contract Agreement • May 2nd, 2023 • Claros Mortgage Trust, Inc. • Real estate

This Eleventh Amendment to Master Repurchase and Securities Contract Agreement (this “Amendment”), dated as of January 26, 2023, is by and between MORGAN STANLEY BANK, N.A., a national banking association (together with its successors and assigns, “Buyer”) and CMTG MS FINANCE LLC, a Delaware limited liability company (“Seller”).

AMENDMENT NO. 1 TO GUARANTY
Guaranty • May 2nd, 2023 • Claros Mortgage Trust, Inc. • Real estate • New York

AMENDMENT NO. 1 TO GUARANTY, dated as of August 17, 2022 (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).

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