0000950170-24-017115 Sample Contracts

FIFTH AMENDMENT TO MASTER REPURCHASE AGREEMENT
Master 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

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AMENDMENT NO. 3 TO GUARANTY
Claros Mortgage Trust, Inc. • February 20th, 2024 • 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).

SEVENTH AMENDMENT TO MASTER REPURCHASE AGREEMENT SEVENTH AMENDMENT TO MASTER REPURCHASE AGREEMENT, dated as
Master 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).

AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENT This AMENDMENT NO. 2 TO TERM LOAN CREDIT AGREEMENT, dated as of
Term Loan Credit Agreement • February 20th, 2024 • Claros Mortgage Trust, Inc. • Real estate • New York

November 15, 2021 (this “Amendment No. 2”), is entered into by and among Claros Mortgage Trust, Inc., a Maryland corporation (the “Borrower”), the subsidiary guarantors party hereto, the Lenders party hereto and JPMorgan Chase Bank, N.A. (“JPMCB”), in its capacities as administrative agent and collateral agent (in such capacities and together with its successors and assigns, the “Administrative Agent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Amended Credit Agreement (as defined below).

SECOND AMENDMENT TO GUARANTY
Claros Mortgage Trust, Inc. • February 20th, 2024 • Real estate • New York

THIS SECOND AMENDMENT TO GUARANTY, dated as of December 26, 2023 (this “Amendment”), is entered into by and between CLAROS MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”), and BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (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 Guaranty (as defined below and amended hereby).

FIRST AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 20th, 2024 • Claros Mortgage Trust, Inc. • Real estate • New York

WHEREAS, the Borrower, the Parent Guarantor and the Subsidiary Guarantors from time to time party thereto, as Guarantors, the Lenders from time to time party thereto, and the Administrative Agent are parties to that certain Credit Agreement, dated as of June 29, 2022 (as amended, restated, supplemented or otherwise modified and in effect from time to time, the “Credit Agreement”); and

AMENDED AND RESTATED GUARANTEE AGREEMENT
Guarantee Agreement • February 20th, 2024 • Claros Mortgage Trust, Inc. • Real estate • New York

Pursuant to that certain Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of the date hereof among CMTG GS Finance LLC, a Delaware limited liability company (“Seller”), Administrative Agent, as administrative agent for Goldman Sachs Bank USA, a New York state-chartered bank (“GSBUSA”), and such other financial institutions form time to time party thereto as buyers (GSBUSA, together with such other financial institutions from time to time party thereto as buyers, and together with their respective successors and assigns, collectively, “Buyers” and individually, each a “Buyer”), and Buyers (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), Seller has agreed to sell to Administrative Agent, on behalf of Buyers, certain Eligible Assets, as defined in the Repurchase Agreement, upon the terms and subject to the conditions as set forth therein. Pursuant to the terms of that certain Amended

AMENDMENT NO. 2 TO GUARANTEE AGREEMENT
Guarantee Agreement • February 20th, 2024 • Claros Mortgage Trust, Inc. • Real estate

but effective as of December 31, 2023 (this “Amendment”), by and between CLAROS MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”) and WELLS FARGO 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 Guarantee Agreement (as defined below).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • February 20th, 2024 • Claros Mortgage Trust, Inc. • Real estate • New York

December 26, 2023 (this “Amendment”), is made by and among CMTG Funding II LLC, a Delaware limited liability company (the “Borrower”), Claros Mortgage Trust, Inc., a Maryland corporation (the “Parent Guarantor”), each of the Lender party hereto, and BANK OF AMERICA, N.A., as Administrative Agent. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Credit Agreement (as defined below).

AMENDMENT NO. 2 TO GUARANTEE AGREEMENT
Guarantee Agreement • February 20th, 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”);

SIXTH AMENDMENT TO MASTER REPURCHASE AGREEMENT
Master 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, the Omnibus Amendment, dated December 20, 2021, and the Fifth Amendment to Master Repurchase Agreement, dated January 28, 2022 (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

SECOND OMNIBUS AMENDMENT
Claros Mortgage Trust, Inc. • February 20th, 2024 • Real estate • New York

THIS SECOND OMNIBUS AMENDMENT, dated December 20, 2021 (this “Amendment”), by and between BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (together with its successors and assigns, “Purchaser”), and CMTG BB FINANCE LLC, a limited liability company organized under the laws of the State of Delaware (together with its successors and permitted assigns, “Seller”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Fee Letter (as defined below and as amended hereby), and if not defined therein, in the Repurchase Agreement (as defined below and as amended hereby).

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