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”).
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 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”).
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”).
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...Assignment and Assumption • 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”).
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:
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).
LOAN GUARANTYJoinder Agreement • 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
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:
SECOND AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTMaster Repurchase and Securities Contract 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 and Securities Contract 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).
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”).
OMNIBUS AMENDMENTOmnibus Amendment • 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 AGREEMENTGuarantee 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 • 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).
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 February 21, 2020, 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”).
THIRD AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT 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 (this “Amendment”), dated as of November 1, 2019, 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”).
NINTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTMaster Repurchase and Securities Contract Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate
This Ninth Amendment to Master Repurchase and Securities Contract Agreement (this “Amendment”), dated as of September 9, 2021, 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”).
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 February 3, 2020, 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”).
NINTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND SECOND AMENDMENT TO FEE LETTERMaster Repurchase and Securities Contract Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate
THIS NINTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT AND SECOND AMENDMENT TO FEE LETTER (this “Amendment”), dated as of September 2, 2021, 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).
SEVENTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTMaster Repurchase and Securities Contract Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate
This Seventh Amendment to Master Repurchase and Securities Contract Agreement (this “Amendment”), dated as of April 10, 2020, 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”).
OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENTAssignment, Assumption and Recognition Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate • New York
THIS OMNIBUS ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated as of September 3, 2021 (this “AAR Agreement”), is by and among DEUTSCHE BANK AG, CAYMAN ISLANDS BRANCH (“Assignor”), DEUTSCHE BANK AG, NEW YORK BRANCH (“Assignee”), CMTG DB FINANCE LLC (“Master Seller”), jointly and severally with CMTG DB Finance – Series I and CMTG DB Finance – Series II (each, a Series of Master Seller, and collectively with Master Seller, “Seller”), and CLAROS MORTGAGE TRUST, INC. and CMTG DB FINANCE HOLDCO LLC (collectively, the “Guarantors”).
FIRST AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTMaster Repurchase and Securities Contract 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 June 26, 2018, 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”).
EIGHTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTMaster Repurchase and Securities Contract Agreement • October 8th, 2021 • Claros Mortgage Trust, Inc. • Real estate
THIS EIGHTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENT (this “Amendment”), dated as of May 27, 2021, 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).
SECOND AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AGREEMENTMaster Repurchase and Securities Contract 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 March 13, 2019, 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”).
