FIFTH OMNIBUS AMENDMENT
OMNIBUS AMENDMENT TO TRANSACTION DOCUMENTS, dated as of April 14, 2021 (this Amendment), by and between CREDIT RE OPERATING COMPANY, LLC, a Delaware limited liability company (Guarantor), and MORGAN STANLEY BANK, N.A., 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, MS Loan NT-I, LLC, MS Loan NT-II, LLC, CLNC Credit 1, LLC, CLNC Credit 2, LLC, CLNC Credit 1UK, LLC, and CLNC Credit 1EU, LLC, each a Delaware limited liability company (collectively, Seller) and Buyer are parties to that certain Second Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of April 23, 2019 (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 Amended and Restated Guaranty Agreement, dated as of April 20, 2018 (as amended, modified and/or restated, the Guaranty), from Guarantor to Buyer; and
WHEREAS, Seller, Guarantor and Buyer wish to amend and modify the Repurchase Agreement and the Guaranty 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, Seller, Guarantor and Buyer hereby agree that the Repurchase Agreement and the Guaranty shall be amended and modified as follows:
1. Amendment of Repurchase Agreement. Seller and Buyer hereby agree that the Repurchase Agreement shall be amended and modified with retroactive effect as follows:
a. The following defined terms are hereby added to Section 1 of the Repurchase Agreement 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. Subsection (b) of the definition of Financial Covenant Compliance Certificate is hereby deleted in its entirety and replaced with the following: