0001467076-16-000055 Sample Contracts

AMENDED AND RESTATED GUARANTEE AGREEMENT
Guarantee Agreement • August 9th, 2016 • Colony Capital, Inc. • Real estate investment trusts • New York

Pursuant to that certain Master Repurchase Agreement, dated as of February 5, 2014 (as amended by that certain Amendment No. 1 to Master Repurchase Agreement, dated as of December 23, 2014, as further amended by that certain Joinder Agreement, also dated as of December 23, 2014, as further amended by that certain Amendment No. 2 to Master Repurchase Agreement, dated as of March 31, 2016, and as further amended, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), by and among Buyer and CMC Loan Funding A, LLC and CMC Loan Funding B, LLC (each a “Seller” and, collectively, “Sellers”), Sellers have 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 30, 2014 (as amended by that

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AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • August 9th, 2016 • Colony Capital, Inc. • Real estate investment trusts • New York

AMENDMENT NO. 2 TO MASTER REPURCHASE AGREEMENT, dated as of March 31, 2016 (this “Amendment”), by and among CMC LOAN FUNDING A, LLC (“Seller A”), CMC LOAN FUNDING B, LLC (“Seller B” and together with Seller A, each a “Seller” and, collectively, “Sellers”), 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).

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