CBRE Realty Finance Inc Sample Contracts

AMENDED AND RESTATED TRUST AGREEMENT among CBRE REALTY FINANCE, INC., as Depositor JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Property Trustee CHASE BANK USA, NATIONAL ASSOCIATION, as Delaware Trustee and THE ADMINISTRATIVE TRUSTEES NAMED HEREIN,...
Trust Agreement • August 4th, 2006 • CBRE Realty Finance Inc • Real estate investment trusts • Delaware

This Common Securities Certificate shall be governed by and construed in accordance with the laws of the State of Delaware.

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JUNIOR SUBORDINATED INDENTURE between CBRE REALTY FINANCE, INC. and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Trustee Dated as of July 26, 2006
CBRE Realty Finance Inc • August 4th, 2006 • Real estate investment trusts • New York

JUNIOR SUBORDINATED INDENTURE, dated as of July 26, 2006, between CBRE REALTY FINANCE, INC., a Maryland corporation (the “Company”), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association, as Trustee (in such capacity, the “Trustee”).

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AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • May 5th, 2008 • CBRE Realty Finance Inc • Real estate investment trusts • New York

THIS AMENDED AND RESTATED MANAGEMENT AGREEMENT is made and entered into as of April 29, 2008 (the “Effective Date”) by and among CBRE Realty Finance, Inc., a Maryland corporation (the “Company”), CBRE Realty Finance Management, LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”), CB Richard Ellis, Inc., a Delaware Corporation (“CBRE”) and CBRE Melody & Company, formerly LJ Melody & Company, a Texas corporation (“Melody”).

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MASTER REPURCHASE AGREEMENT Dated as of August 30, 2005 between CBRE REALTY FINANCE TRS WAREHOUSE FUNDING, LLC, as Seller, and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, as Buyer.
Master Repurchase Agreement • March 3rd, 2006 • CBRE Realty Finance Inc • New York

MASTER REPURCHASE AGREEMENT, dated as of August 30, 2005, by and between CBRE REALTY FINANCE TRS WAREHOUSE FUNDING, LLC, a Delaware limited liability company (the “Seller”) and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH, a branch of a German banking institution (the “Buyer”).

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MANAGEMENT AGREEMENT
Management Agreement • March 3rd, 2006 • CBRE Realty Finance Inc • New York

THIS MANAGEMENT AGREEMENT is made and entered into as of June 9, 2005 by and among CBRE Realty Finance, Inc., a Maryland corporation (the “Company”), CBRE Realty Finance Management, LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”), CB Richard Ellis, Inc., a Delaware Corporation (“CBRE”) and LJ Melody & Company, a Texas corporation (“Melody”).

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PURCHASE AGREEMENT among CBRE REALTY FINANCE, INC., CBRE REALTY FINANCE TRUST I and GERMAN AMERICAN CAPITAL CORPORATION Dated as of July 26, 2006
Purchase Agreement • August 4th, 2006 • CBRE Realty Finance Inc • Real estate investment trusts • New York

THIS PURCHASE AGREEMENT, dated as of July 26, 2006 (this “Purchase Agreement”), is entered into among CBRE Realty Finance, Inc., a Maryland corporation (the “Company”), CBRE Realty Finance Trust I, a Delaware statutory trust (the “Trust,” and together with the Company, the “Sellers”), and German American Capital Corporation or its assignee (together with its successors and assigns, the “Purchaser”).

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MASTER REPURCHASE AGREEMENT Dated as of January 27, 2006 among CBRE REALTY FINANCE HOLDINGS III, LLC as Seller BANK OF AMERICA, N.A., as a Buyer and BANC OF AMERICA SECURITIES LLC, as a Buyer
Master Repurchase Agreement • March 3rd, 2006 • CBRE Realty Finance Inc • New York
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COLLATERAL MANAGEMENT AGREEMENT
Collateral Management Agreement • April 6th, 2007 • CBRE Realty Finance Inc • Real estate investment trusts • New York

COLLATERAL MANAGEMENT AGREEMENT, dated as of April 2, 2007 (this “Agreement”), between CBRE Realty Finance CDO 2007-1, Ltd., an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”) and CBRE Realty Finance Management, LLC, a Delaware limited liability company (“CBRERM”).

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PERSONAL & CONFIDENTIAL Kenneth J. Witkin c/o CBRE Realty Finance, Inc. City Place I, 31st Floor Hartford, CT 06880 RE: Severance/Retention Arrangement Dear Ken:
Letter Agreement • March 16th, 2009 • Realty Finance Corp • Real estate investment trusts • New York

This letter agreement (the “Letter Agreement”), when signed by you in the space indicated below, shall constitute the agreement between you and CBRE Realty Finance, Inc. (the “Company”) regarding your eligibility to participate in a severance and retention arrangement as it pertains to your employment with CBRE Realty Finance Management, LLC (the “Manager”), subject to the terms and conditions set forth below. The terms and conditions of this severance and retention arrangement are detailed below:

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 3rd, 2006 • CBRE Realty Finance Inc • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2005, among CBRE Realty Finance, Inc., a Maryland corporation (the “Company”), Credit Suisse First Boston LLC (“CSFB”), Banc of America Securities LLC (“BAS”), Citigroup Global Markets Inc. (“Citi”), Deutsche Bank Securities Inc. (“DB” and, together with CSFB, BAS and Citi, the “Initial Purchasers”) for the benefit of themselves and the Holders (as defined below).

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • December 19th, 2008 • CBRE Realty Finance Inc • Real estate investment trusts • New York

This Assignment and Assumption Agreement dated as of December 17, 2008, among CBRE REALTY FINANCE MANAGEMENT, LLC, a Delaware limited liability company having an address at CityPlace I, 185 Asylum Street, 31st Floor, Hartford, Connecticut 06103 (the “Assignor”), and CBRE REALTY FINANCE, INC., a Maryland corporation having an address at CityPlace I, 185 Asylum Street, 31st Floor, Hartford, Connecticut 06103 (the “Assignee”).

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] shares CBRE REALTY FINANCE, INC. Common Stock FORM OF UNDERWRITING AGREEMENT
Underwriting Agreement • August 4th, 2006 • CBRE Realty Finance Inc • Real estate investment trusts • New York
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AMENDED AND RESTATED GUARANTEE AGREEMENT
And Restated Guarantee Agreement • January 25th, 2008 • CBRE Realty Finance Inc • Real estate investment trusts • New York

AMENDED AND RESTATED GUARANTEE AGREEMENT, dated as of January 23, 2008 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by CBRE REALTY FINANCE, INC., a Maryland corporation having its principal place of business at City Place I, 37th Floor, 185 Asylum Street, Hartford, CT 06103 (the “Parent”) and CBRE REALTY FINANCE HOLDINGS, LLC, a Delaware limited liability company having its principal place of business at City Place I, 37th Floor, 185 Asylum Street, Hartford, CT 06103 (individually, “Holdings”, and collectively, with the Parent, the “Guarantors”), jointly and severally, in favor of the Buyer referred to below. This Guarantee amends, restates and replaces in its entirety the Guarantee Agreement dated as of August 24, 2006 from Guarantors in favor of Bank.

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AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • September 10th, 2007 • CBRE Realty Finance Inc • Real estate investment trusts • New York

AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT, dated as of September 5, 2007 (this “Amendment”), by and between CBRE REALTY FINANCE TRS WAREHOUSE FUNDING, LLC (the “Seller”) and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH (the “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement.

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CBRE REALTY FINANCE, INC. FORM OF OPTION AWARD AGREEMENT
Form of Option Award Agreement • March 3rd, 2006 • CBRE Realty Finance Inc • Maryland

AGREEMENT by and between CBRE Realty Finance, Inc., a Maryland corporation (the “Company”) and [ ] (the “Optionee”), dated as of the 9th day of June, 2005.

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TERMINATION OF AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • December 19th, 2008 • CBRE Realty Finance Inc • Real estate investment trusts • New York

This Termination (the “Termination Agreement”) of Amended and Restated Management Agreement, dated as of April 29, 2008, as amended by that certain First Amendment to Amended and Restated Management Agreement dated October 13, 2008 and that certain Second Amendment to Amended and Restated Management Agreement dated November 25, 2008 (collectively, the “Management Agreement”), is entered into as of December 15, 2008 by and among CBRE REALTY FINANCE, INC., a Maryland corporation (the “Company”), CBRE REALTY FINANCE MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”), CB RICHARD ELLIS, INC., a Delaware corporation (“CBRE”) and CBRE MELODY & COMPANY, a Texas corporation (“Melody”).

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PERSONAL AND CONFIDENTIAL Kenneth J. Witkin c/o CBRE Realty Finance, Inc.
Letter Agreement • December 19th, 2008 • CBRE Realty Finance Inc • Real estate investment trusts • Connecticut

This letter agreement (the “Letter Agreement”) is to confirm the terms of your employment as President and Chief Executive Officer of Realty Finance Corporation (“RFC” or the “Company”), formerly known as CBRE Realty Finance, Inc.

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CBRE REALTY FINANCE CDO 2006-1, LTD. Issuer AND CBRE REALTY FINANCE CDO 2006-1, LLC Co-Issuer AND LASALLE BANK NATIONAL ASSOCIATION as Trustee, Collateral Administrator and Securities Intermediary INDENTURE Dated as of March 28, 2006 COLLATERALIZED...
Substitution; Hedge Agreement • April 12th, 2006 • CBRE Realty Finance Inc • Real estate investment trusts • New York

INDENTURE, dated as of March 28, 2006, among CBRE REALTY FINANCE CDO 2006-1, LTD., an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”), CBRE REALTY FINANCE CDO 2006-1, LLC, a company organized under the laws of the State of Delaware (the “Co-Issuer” and together with the Issuer, the “Co-Issuers”), and LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as trustee, Collateral Administrator and Securities Intermediary (together with its permitted successors in the trusts hereunder, called the “Trustee”).

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MEMBERSHIP INTERESTS PURCHASE AND SALE AGREEMENT AMONG CBF RODGERS FORGE, LLC (“CBF”) CBRE REALTY FINANCE TRS, INC, (“SELLER”) and RODGERS FORGE HOLDING, LLC (“PURCHASER”) CONCERNING THE OWNERSHIP INTERESTS IN THE LIMITED LIABILITY COMPANY THAT OWNS...
Purchase and Sale Agreement • March 17th, 2008 • CBRE Realty Finance Inc • Real estate investment trusts • Maryland

THIS MEMBERSHIP INTERESTS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of the Effective Date (as defined below) by and among CBRE REALTY FINANCE TRS, INC., a Delaware corporation (“Seller”); CBF RODGERS FORGE, LLC, a Delaware limited liability company (“CBF”); and RODGERS FORGE HOLDING, LLC, a Maryland limited liability company (“Purchaser”).

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SELLER TRANSFER AGREEMENT
Seller Transfer Agreement • April 6th, 2007 • CBRE Realty Finance Inc • Real estate investment trusts • New York

THIS AGREEMENT is made as of April 2, 2007, between CBRE Realty Finance Holdings III, LLC (“CBRE RFH III”) and CBRE Realty Finance Holdings IV, LLC (“CBRE RFH IV”) each a limited liability company organized under the laws of the State of Delaware (each, a “Seller” and collectively, the “Sellers”), and CBRE Realty Finance CDO 2007-1, Ltd., a Cayman Islands exempted company with limited liability (the “Issuer”).

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AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • August 10th, 2007 • CBRE Realty Finance Inc • Real estate investment trusts • New York

AMENDMENT NO. 1 TO MASTER REPURCHASE AGREEMENT, dated as of August 6, 2007 (this “Amendment”), by and between CBRE REALTY FINANCE TRS WAREHOUSE FUNDING, LLC (the “Seller”) and DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH (the “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement.

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AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • February 12th, 2007 • CBRE Realty Finance Inc • Real estate investment trusts • New York

AMENDMENT NO. 3 TO MASTER REPURCHASE AGREEMENT, dated as of February 8, 2007 (this “Amendment”), by and between CBRE REALTY FINANCE HOLDINGS IV, LLC and CBRE REALTY FINANCE TRS WAREHOUSE FUNDING III, LLC (each a “Seller”, and a collectively, the “Sellers”), and WACHOVIA BANK, NATIONAL ASSOCIATION (the “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement (as defined below).

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AMENDMENT NO. 2 TO GUARANTEE AGREEMENT
Guarantee Agreement • July 6th, 2007 • CBRE Realty Finance Inc • Real estate investment trusts • New York

AMENDMENT NO. 2 TO GUARANTEE AGREEMENT, dated as of June 29, 2007 (this “Amendment”), by CBRE REALTY FINANCE, INC. and CBRE REALTY FINANCE HOLDINGS, LLC (each a “Guarantor” and collectively, the “Guarantors”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Guarantee Agreement or Master Repurchase Agreement, as applicable (as defined below).

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LICENSE AGREEMENT
License Agreement • March 3rd, 2006 • CBRE Realty Finance Inc • California

THIS LICENSE AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2005 (the “Effective Date”), by and between CB Richard Ellis, Inc., a Delaware corporation (“CBRE”), CB Richard Ellis of California, Inc., a Delaware corporation (“CBRE Cal”) (CBRE and CBRE Cal are hereinafter referred to separately and collectively as “Licensor”), and CBRE Realty Finance, Inc., a Maryland corporation (“Licensee”), with reference to the mark “CBRE” (the “Mark”).

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AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • December 21st, 2006 • CBRE Realty Finance Inc • Real estate investment trusts • New York

AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT, dated as of december 15, 2006 (this “Amendment”), by and between CBRE REALTY FINANCE HOLDINGS IV, LLC and CBRE REALTY FINANCE TRS WAREHOUSE FUNDING III, LLC (each a “seller”, and collectively, the “sellers”), and WACHOVIA BANK, NATIONAL ASSOCIATION (the “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement (as defined below).

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CBRE REALTY FINANCE, INC. FORM OF RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • March 3rd, 2006 • CBRE Realty Finance Inc • Maryland

AGREEMENT by and between CBRE Realty Finance, Inc., a Maryland corporation (the “Company”) and (the “Grantee”), dated as of the 9th of June, 2005.

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GUARANTEE AGREEMENT
Guarantee Agreement • May 15th, 2007 • CBRE Realty Finance Inc • Real estate investment trusts • New York

GUARANTEE AGREEMENT, dated as of August 24, 2006 (as amended, restated, supplemented, or otherwise modified from time to time, this “Guarantee”), made by CBRE REALTY FINANCE, INC., a Maryland corporation having its principal place of business at City Place I, 37th Floor, 185 Asylum Street, Hartford, CT 06103 (the “Parent”) and CBRE REALTY FINANCE HOLDINGS, LLC, a Delaware limited liability company having its principal place of business at City Place I, 37th Floor, 185 Asylum Street, Hartford, CT 06103 (individually, “Holdings”, and collectively, with the Parent, the “Guarantors”), jointly and severally, in favor of the Buyer referred to below.

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AMENDMENT NUMBER ONE to the Collateral Management Agreement Dated as of April 2, 2007 between CBRE REALTY FINANCE CDO 2007-1, LTD., as Issuer, and CBRE REALTY FINANCE MANAGEMENT, LLC, as Collateral Manager
Collateral Management Agreement • December 12th, 2008 • CBRE Realty Finance Inc • Real estate investment trusts • New York

This AMENDMENT NUMBER ONE (this “Amendment”) is made this 12th day of December, 2008 between CBRE REALTY FINANCE CDO 2007-1, LTD., an exempted company incorporated under the laws of the Cayman Islands, as issuer (the “Issuer”) and CBRE REALTY FINANCE MANAGEMENT, LLC, a Delaware limited liability company, as collateral manager (“CBREM”).

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SETTLEMENT AGREEMENT
Settlement Agreement • April 24th, 2008 • CBRE Realty Finance Inc • Real estate investment trusts • New York

SETTLEMENT AGREEMENT, dated this 23rd day of April, 2008 (“Agreement”), by and among Arbor Realty Trust, Inc., a Maryland corporation (“Arbor”) and Ivan Kaufman (the foregoing entity and individual being collectively referred to herein as the “Arbor Group”), and CBRE Realty Finance, Inc., a Maryland corporation (the “Company”).

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AMENDMENT NO. 1 TO MORTGAGE LOAN PURCHASE AGREEMENT
Mortgage Loan Purchase Agreement • September 8th, 2006 • CBRE Realty Finance Inc • Real estate investment trusts • New York

AMENDMENT NO. 1 TO MORTGAGE LOAN PURCHASE AGREEMENT, dated as of August 17, 2006 (this “Amendment”), by and between CBRE Realty Finance Holdings IV, LLC and CBRE Realty Finance TRS Warehouse Funding III, LLC (collectively, the “Seller”) and Wachovia Bank, National Association (the “Purchaser”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Agreement (as defined below).

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AMENDMENT NO. 1 TO GUARANTEE AGREEMENT
Guarantee Agreement • May 15th, 2007 • CBRE Realty Finance Inc • Real estate investment trusts • New York

AMENDMENT NO. 1 TO GUARANTEE AGREEMENT, dated as of March 13, 2007 (this “Amendment”), by CBRE REALTY FINANCE, INC. and CBRE REALTY FINANCE HOLDINGS, LLC (each a “Guarantor” and collectively, the “Guarantors”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Guarantee Agreement or Master Repurchase Agreement, as applicable (as defined below).

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AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • January 25th, 2008 • CBRE Realty Finance Inc • Real estate investment trusts • New York

AMENDMENT NO. 5 TO MASTER REPURCHASE AGREEMENT (this “Amendment”), dated as of October 15, 2007 (the “Effective Date”), by and between CBRE REALTY FINANCE HOLDINGS IV, LLC and CBRE REALTY FINANCE TRS WAREHOUSE FUNDING III, LLC (each a “Seller”, and collectively, the “Sellers”), and WACHOVIA BANK, NATIONAL ASSOCIATION (the “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement (as defined below).

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CBRE REALTY FINANCE CDO 2007-1, LTD., as Issuer CBRE REALTY FINANCE CDO 2007-1, LLC, as Co-Issuer CBRE REALTY FINANCE, INC., as Advancing Agent AND LASALLE BANK NATIONAL ASSOCIATION, as Trustee, Paying Agent, Calculation Agent, Transfer Agent,...
Management Agreement and Servicing Agreement • April 6th, 2007 • CBRE Realty Finance Inc • Real estate investment trusts • New York

INDENTURE, dated as of April 2, 2007 by and among CBRE REALTY FINANCE CDO 2007-1, LTD., a Cayman Islands exempted company incorporated with limited liability (the “Issuer”), CBRE REALTY FINANCE CDO 2007-1, LLC, a limited liability company formed under the laws of Delaware (the “Co-Issuer”), LASALLE BANK NATIONAL ASSOCIATION, a national banking association, as trustee (in such capacity, the “Trustee”), paying agent, calculation agent, transfer agent, custodial securities intermediary, backup advancing agent and notes registrar, and CBRE REALTY FINANCE INC., a Maryland corporation, as advancing agent (herein, together with its permitted successors and assigns in the trusts hereunder, the “Advancing Agent”).

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AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • July 6th, 2007 • CBRE Realty Finance Inc • Real estate investment trusts • New York

AMENDMENT NO. 4 TO MASTER REPURCHASE AGREEMENT, dated as of June 29, 2007 (this “Amendment”), by and between CBRE REALTY FINANCE HOLDINGS IV, LLC and CBRE REALTY FINANCE TRS WAREHOUSE FUNDING III, LLC (each a “Seller”, and collectively, the “Sellers”), and WACHOVIA BANK, NATIONAL ASSOCIATION (the “Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Existing Repurchase Agreement (as defined below).

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SECOND AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • December 1st, 2008 • CBRE Realty Finance Inc • Real estate investment trusts • New York

THIS SECOND AMENDMENT TO AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Second Amendment”) is made and entered into as of November 25, 2008 by and among CBRE Realty Finance, Inc., a Maryland corporation (the “Company”), CBRE Realty Finance Management, LLC, a Delaware limited liability company (together with its permitted assignees, the “Manager”), CB Richard Ellis, Inc., a Delaware Corporation (“CBRE”) and CBRE Melody & Company, formerly LJ Melody & Company, a Texas corporation (“Melody”).

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