SECOND AMENDMENT TO GUARANTEE AGREEMENT
SECOND AMENDMENT TO GUARANTEE AGREEMENT, dated as of April 13, 2021 (this Amendment), by and between CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (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 Repurchase Agreement (as hereinafter defined).
WHEREAS, CLNC Credit 8, LLC, a Delaware limited liability company (Seller) and Buyer are parties to that certain Master Repurchase and Securities Contract, dated as of November 2, 2018 (as amended, modified and/or restated, the Repurchase Agreement), between Seller and Buyer;
WHEREAS, Guarantor guaranteed the obligations of Seller under the Repurchase Agreement and the other Transaction Documents pursuant to that certain Guarantee Agreement, dated as of November 2, 2018, as amended by that certain Amendment to Guarantee Agreement, dated as of May 7, 2020 (as amended, modified and/or restated, the Guarantee), from Guarantor to Buyer; and
WHEREAS, Guarantor and Buyer wish to amend and modify the Guarantee upon the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Guarantor and Buyer hereby agree that the Guarantee shall be amended and modified as follows:
1. Amendment of Guarantee. Guarantor and Buyer hereby agree that the Guarantee shall be amended and modified with retroactive effect as of January 1, 2020 as follows:
(a) Section 1 of the Guarantee is hereby amended by inserting the following new definitions in correct alphabetical order:
Internalization Agreement means that certain Termination Agreement, dated as of April 4, 2021, by and among Sponsor, Guarantor, Manager and Colony Capital Investment Advisors, LLC.
Internalization Date means the Closing Date, as such term is defined in the Internalization Agreement.
(b) Section 9(b) of the Guarantee is hereby deleted in its entirety and replaced with the following: