**Exhibit 10.5**

**Execution Version**

**GUARANTEE AGREEMENT**

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 REALTYFINANCE 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. 

RECITALS 

Pursuant to that certain Master Repurchase Agreement, dated as of August 24, 2006 (as amended, supplemented or otherwise modified from time to time,the “Repurchase Agreement”), among Wachovia Bank, National Association (as “Buyer”) and CBRE Realty Finance Holdings IV, LLC, and CBRE Realty Finance TRS Warehouse Funding III, LLC, (collectively,“Seller”), Seller has agreed to sell, from time to time, to Buyer certain Whole Loans, Junior Participation Interests, Mezzanine Loans, Bridge Loans, Construction Loans and CMBS each as defined in the Repurchase Agreement(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 by and between Wells Fargo Bank, N.A. (the“Custodian”), Buyer, Seller (the “Custodial Agreement”), the Custodian is required to take possession of the Mortgage Assets, along with certain other documents specified in the Custodial Agreement, as the Custodianof Buyer and any future purchaser, on several delivery dates, in accordance with the terms and conditions of the Custodial Agreement. The Repurchase Agreement, the Custodial Agreement, this Guarantee and any other agreements executed in connectionwith the Repurchase Agreement and the Custodial Agreement shall be referred to herein as the “Governing Agreements”. 

Itis a condition precedent to Buyer purchasing the Mortgage Assets pursuant to the Repurchase Agreement that the Guarantors shall have executed and delivered this Guarantee with respect to the due and punctual payment and performance when due, whetherat stated maturity, by acceleration or otherwise, of all of the following: (a) all payment obligations owing by Seller to Buyer under or in connection with the Repurchase Agreement and any other Governing Agreements; (b) any and allextensions, renewals, modifications, amendments or substitutions of the foregoing; (c) all expenses, including, without limitation, reasonable attorneys’ fees and disbursements, that are incurred by Buyer in the enforcement of any of theforegoing or any obligation of the Guarantors hereunder; and (d) any other obligations of Seller with respect to Buyer under each of the Governing Agreements (collectively, the “Obligations”). 

NOW, THEREFORE, in consideration of the foregoing premises, to induce the Buyer to enter into theRepurchase Documents and to enter into the transactions contemplated thereunder, the Guarantors hereby agree with the Buyer, as follows: 

1. Defined Terms. As used herein, the following terms shall have the following meanings (all terms in this Section 2 or in other provisions of this Guarantee in the singular shall have the same meanings when used in theplural, and visa versa.) Terms not otherwise defined herein shall have the meanings assigned to them in the Repurchase Agreement. 

“Adjusted FFO” means, for any given period, any Person’s FFO, less and except all of such Person’s capitalized recurring expenses with respect to commercial real estate properties owned by such person andstraight-lining of rents, and increased as a result of the amortization or accrual of all such Person’s intangible assets and all non-cash stock-based compensation paid by such person during such period, determined in each case in accordancewith GAAP. 

“Consolidated Adjusted EBITDA” means, for any period, determined with respect to any Person(s) on aconsolidated basis, an amount equal to the sum of (a) net income (or loss) of such Person(s) for such period determined on a consolidated basis (prior to any impact from minority interests and before deduction of Preferred Dividends onpreferred stock, if any, of such Person(s)), in accordance with GAAP, plus the following (but only to the extent actually included in determination of such net income (or loss)): (i) depreciation and amortization expense, (ii) interestexpense, (iii) income tax expense and (iv) extraordinary or non-recurring gains and losses; plus (b) each such Person’s pro rata share of Consolidated Adjusted EBITDA of its Unconsolidated Affiliates, determined in each case inaccordance with GAAP. 

“Consolidated Tangible Net Worth”: As of a particular date, (a) all amounts which would beincluded under capital (or any like caption) on a consolidated balance sheet of any Person(s) at such date determined in accordance with GAAP, less (b) amounts owing to such Person(s) from any Affiliates thereof, or from officers,employees, partners, members, directors, shareholders or other Persons similarly affiliated with such Person(s) or their respective Affiliates, (ii) intangible assets (other than Interest Rate Protection Agreements specifically related to thePurchased Assets) and (iii) prepaid taxes and/or expenses. 

“Debt Service” means, for any period, the sum of:(a) Interest Expense of any Person determined on a consolidated basis for such period and (b) all regularly scheduled payments made with respect to Indebtedness of such Person during such period, other than any balloon, bullet or similarprincipal payment which repays such Indebtedness in full, determined in each case in accordance with GAAP. 

“EquityInterest”: means, with respect to any Person, any share of Capital Stock of (or other ownership or profit interests in) such Person, any warrant, option or other right for the purchase or other acquisition from such Person of any share ofCapital Stock of (or other ownership or profit interests in) such Person, any security convertible into or exchangeable for any share of Capital Stock of (or other ownership or profit interests in) such Person or warrant, right or option for thepurchase or other acquisition from such Person of such shares (or such other interests), and any other ownership or profit interest in such Person (including, without limitation, partnership, member or trust interests therein), whether voting ornonvoting, and 

 

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whether or not such share, warrant, option, right or other interest is authorized or otherwise existing on any date of determination. 

“FFO” means, for any given period, determined on a consolidated basis for both Guarantors and their respective Subsidiaries,(a) Net Income (before extraordinary and non-recurring items), minus (or plus) (b) gains (or losses) from debt restructuring and sales of property, plus (c) depreciation and amortization of real and personal property assets, plus(d) without duplication, income from unconsolidated partnerships and joint ventures, determined in each case in accordance with GAAP. 

“Fixed Charges” means, on a consolidated basis, for any Person and for any period, the sum (without duplication) of (a) Debt Service for such period and (b) Preferred Dividends for such period and (c) allpayments due under any ground lease, determined in each case in accordance with GAAP. 

“Fixed Charge Coverage Ratio”means, for the immediately preceding fiscal quarter, the ratio of any Person’s (i) Consolidated Adjusted EBITDA for the most recently ending fiscal quarter of each such Person to (ii) Fixed Charges for such period, determined in eachcase in accordance with GAAP. 

“Interest Expense” means, with respect to a Person for any period of time, (a) theinterest expense, whether paid, accrued or capitalized (without deduction of consolidated interest income) of such Person for such period plus (b) in the case of the Guarantor, the Guarantors’s pro rata share of Interest Expense of itsUnconsolidated Affiliates. Interest Expense shall exclude any amortization of (i) deferred financing fees and (ii) debt discounts (but only to the extent such discounts do not exceed 3.0% of the initial face principal amount of such debt),determined in each case in accordance with GAAP. 

“Liquidity”: means the amount equal to the sum of (x) the excess,if any, of the aggregate Asset Value of all Mortgage Assets which are Eligible Assets over the aggregate Repurchase Price of all Transactions then outstanding, plus (y) the amount of cash or Cash Equivalents held by Guarantors at suchtime, solely to the extent that the amount of such cash and Cash Equivalents exceeds the amount necessary to satisfy at such time all of the financial covenants of Guarantors under this Guarantee. 

“Preferred Dividends” means, for any given period and without duplication, all Restricted Payments accrued or paid (and in the case ofRestricted Payments paid, which were not accrued during a prior period) during such period on Preferred Stock issued by the Guarantors or their Subsidiaries. Preferred Dividends shall not include dividends or distributions paid or payable(a) solely in Equity Interests (other than Mandatory Redeemable Stock) payable to holders of such class of Equity Interests; (b) to the Guarantors or any of their Subsidiaries; or (c) constituting or resulting in the redemption ofPreferred Stock, other than scheduled redemptions not constituting balloon, bullet or similar redemptions in full, determined in each case in accordance with GAAP. 

 

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“Preferred Stock” means, with respect to any Person, Equity Interests in such Personwhich are entitled to preference or priority over any other Equity Interest in such Person in respect of the payment of dividends or distribution of assets upon liquidation or both. 

“Restricted Payment” means: (a) any dividend or other distribution, direct or indirect, on account of any Equity Interest of theGuarantors or any of their Subsidiaries now or hereafter outstanding, except a dividend payable solely in Equity Interests of an identical or junior class to the holders of that class; (b) any redemption, conversion, exchange, retirement,sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Equity Interest of the Guarantors or any of their Subsidiaries now or hereafter outstanding; and (c) any payment made to retire, or to obtainthe surrender of, any outstanding warrants, options or other rights to acquire any Equity Interests of the Guarantors or any of their Subsidiaries now or hereafter outstanding, determined in each case in accordance with GAAP. 

“Trust Preferred Securities” means instruments that entitle the holders thereof to receive payments that depend (except for rights orother assets designed to assure the servicing or timely distribution of proceeds to holders thereof) on the cash flow from the pool of trust securities issued by a wholly-owned subsidiary of a U.S. financial institution or an insurance holdingcompany which uses the proceeds of such issuance to purchase a portfolio of debt securities issued by its parent. They generally have the following characteristics: (i) the trust securities are non-amortizing preferred stock securities;(ii) the trust securities have a 30-year maturity with a 5- or 10-year non-call period; and (iii) the trust securities are subordinated debt. 

2. Guarantee. (a) Each Guarantor hereby unconditionally and irrevocably guarantees to the Buyer the prompt and complete payment and performance of the Obligations by the Seller when due (whether at thestated maturity, by acceleration or otherwise), as the case may be, and agrees to indemnify and hold harmless the Buyer from any and all claims, damages, losses, liabilities, costs and expenses that may be incurred by or asserted or awarded againstthe Buyer, in each case relating to or arising out of the Obligations, as the case may be. 

(b) Each Guarantor further agrees to pay anyand all reasonable expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Buyer in enforcing, or obtaining advice of counsel in respect of, any rights with respect to, orcollecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, either Guarantor under this Guarantee. This Guarantee shall remain in full force and effect until the later of (i) the date upon whichthe Obligations are paid in full and (ii) the termination of the Repurchase Agreement, notwithstanding that from time to time prior thereto the Seller may be free from any Obligations. 

(c) No payment or payments made by the Seller or any other Person or received or collected by the Buyer from the Seller or any other Person by virtue ofany action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of theGuarantors hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the Obligations until the Obligations are paid in full. 

 

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(d) Each Guarantor agrees that whenever, at any time, or from time to time, either Guarantor shall makeany payment to the Buyer on account of the Guarantor’s liability hereunder, such Guarantor will notify the Buyer in writing that such payment is made under this Guarantee for such purpose. 

3. Subrogation. Upon making any payment hereunder, Guarantors shall be subrogated to the rights of the Buyer against the Seller and any collateralfor any Obligations with respect to such payment; provided that Guarantors shall not seek to enforce any right or receive any payment by way of subrogation until all amounts due and payable by the Seller to the Buyer under the Repurchase Documentsor any related documents have been paid in full; and further provided that such subrogation rights shall be subordinate in all respects to all amounts owing to the Buyer under the Repurchase Documents. 

4. Amendments, etc. with Respect to the Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservationof rights against such Guarantor, and without notice to or further assent by such Guarantor, any demand for payment of any of the Obligations made by the Buyer may be rescinded by the Buyer and any of the Obligations continued, and the Obligations,or the liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified,accelerated, compromised, waived, surrendered or released by the Buyer, and any Repurchase Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in part, as the Buyer may deemadvisable from time to time, and any collateral security, guarantee or right of offset at any time held by the Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. The Buyer shall have no obligation toprotect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guarantee or any property subject thereto. When making any demand hereunder against Guarantors, the Buyer may, but shall be under noobligation to, make a similar demand on the Seller or any other guarantor, and any failure by the Buyer to make any such demand or to collect any payments from the Seller or any such other guarantor or any release of the Seller or such otherguarantor shall not relieve either Guarantor of its Obligations or liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a matter of law, of the Buyer against either Guarantor. For the purposeshereof “demand” shall include the commencement and continuance of any legal proceedings. 

5. Guarantee Absolute andUnconditional. (a) Each Guarantor hereby agrees that its obligations under this Guarantee constitute a guarantee of payment when due and not of collection. Guarantors waive any and all notice of the creation, renewal, extension or accrualof any of the Obligations and notice of or proof of reliance by the Buyer upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in relianceupon this Guarantee; and all dealings between the Seller or either Guarantor, on the one hand, and the Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantorwaives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Seller or the Guarantee with respect to the Obligations. This Guarantee shall be construed as a continuing, absolute andunconditional guarantee of payment without regard to (i) the validity, regularity or enforceability 

 

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of any Agreement, any of the Obligations or any collateral security therefor or guarantee or right of offset with respect thereto at any time or from time totime held by the Buyer, (ii) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Seller against the Buyer, (iii) any requirement that the Buyerexhaust any right to take any action against the Seller or any other Person prior to or contemporaneously with proceeding to exercise any right against Guarantors under this Guarantee or (iv) any other circumstance whatsoever (with or withoutnotice to or knowledge of the Seller or the Guarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Seller for the Obligations or of the Guarantors under this Guarantee, in bankruptcy or in anyother instance. When pursuing its rights and remedies hereunder against the Guarantor, the Buyer may, but shall be under no obligation, to pursue such rights and remedies that the Buyer may have against the Seller or any other Person or against anycollateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure by the Buyer to pursue such other rights or remedies or to collect any payments from the Seller or any such other Person or to realizeupon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Seller or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve either Guarantor of anyliability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Buyer against either Guarantor. This Guarantee shall remain in full force and effect and be binding inaccordance with and to the extent of its terms upon each Guarantor and its respective successors and assigns thereof, and shall inure to the benefit of the Buyer, and its respective successors, endorsees, transferees and assigns, until all theObligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, notwithstanding that from time to time during the term of the Repurchase Documents the Seller may be free from any Obligations.

(b) Without limiting the generality of the foregoing, each Guarantor hereby agrees, acknowledges, and represents and warrants to the Buyeras follows: 

(i) Each Guarantor hereby waives any defense arising by reason of, and any and all right to assert against theBuyer any claim or defense based upon, an election of remedies by the Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes such Guarantor’s subrogation rights, rights to proceed against the Seller, or anyother guarantor for reimbursement or contribution, and/or any other rights of such Guarantor to proceed against the Seller against any other guarantor, or against any other person or security. 

(ii) Each Guarantor is presently informed of the financial condition of the Seller and of all other circumstances which diligent inquirywould reveal and which bear upon the risk of nonpayment of the Obligations. Each Guarantor hereby covenants that it will make its own investigation and will continue to keep itself informed about the Seller’s financial condition, the status ofother guarantors, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon sources other than the Buyer for such information and will not rely upon the Buyer for any such information. Absent awritten request for such information by either Guarantor to the Buyer, each Guarantor hereby waives the right, if any, to require the Buyer to disclose to the Guarantor any information which the Buyer may now or 

 

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hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. 

(iii) Each Guarantor has independently reviewed the Repurchase Documents and related agreements and has made an independentdetermination as to the validity and enforceability thereof, and in executing and delivering this Guarantee to the Buyer, such Guarantor is not in any manner relying upon the validity, and/or enforceability, and/or attachment, and/or perfection ofany liens or security interests of any kind or nature granted by the Seller or any other guarantor to the Buyer, now or at any time and from time to time in the future. 

6. Reinstatement. This Guarantee shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must otherwise berestored or returned by the Buyer upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Seller or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, theSeller or any substantial part of the Seller’s property, or otherwise, all as though such payments had not been made. 

7.Payments. Each Guarantor hereby agrees that the Obligations will be paid to the Buyer without set-off or counterclaim in U.S. Dollars at the address specified in writing by the Buyer. 

8. Representations and Warranties. Each Guarantor represents and warrants that: 

(a) the Guarantor has the legal capacity and the legal right to execute and deliver this Guarantee and to perform the Guarantor’s obligationshereunder; 

(b) no consent or authorization of, filing with, or other act by or in respect of, any arbitrator or governmental authority andno consent of any other Person (including, without limitation, any creditor of the Guarantor) is required in connection with the execution, delivery, performance, validity or enforceability of this Guarantee; 

(c) this Guarantee has been duly executed and delivered by the Guarantor and constitutes a legal, valid and binding obligation of the Guarantorenforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles ofequity (whether enforcement is sought in proceedings in equity or at law); 

(d) the execution, delivery and performance of this Guaranteewill not violate any law, treaty, rule or regulation or determination of an arbitrator, a court or other governmental authority, applicable to or binding upon the Guarantor or any of its property or to which the Guarantor or any of its property issubject (“Requirement of Law”), or any provision of any security issued by the Guarantor or of any agreement, instrument or other undertaking to which the Guarantor is a party or by which it or any of its property is bound(“Contractual Obligation”), and will not result in or require the creation or imposition of any lien on any of the properties or 

 

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revenues of the Guarantor pursuant to any Requirement of Law or Contractual Obligation of the Guarantor; 

(e) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Guarantor,threatened by or against the Guarantor or against any of the Guarantor’s properties or revenues with respect to this Guarantee or any of the transactions contemplated hereby; and 

(f) except as disclosed in writing to the Buyer prior to the date hereof, the Guarantor has filed or caused to be filed all tax returns which, to theknowledge of the Guarantor, are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments made against him or any of the Guarantor’s property and all other taxes, fees or other charges imposedon him or any of the Guarantor’s property by any Governmental Authority (other than any the amount or validity of which are currently being contested in good faith by appropriate proceedings); no tax lien has been filed, and, to the knowledgeof the Guarantor, no claim is being asserted, with respect to any such tax, fee or other charge. 

Each Guarantor agrees that the foregoingrepresentations and warranties shall be deemed to have been made by such Guarantor on the date of each Transaction under the Repurchase Agreement, on and as of such date of the Transaction, as though made hereunder on and as of such date.

9. Covenants. 

(a)Name and Business Location Changes. Each Guarantor covenants and agrees that such Guarantor will not change its legal name or primary place of business without having provided to the Buyer at least thirty (30) day’s prior writtennotice of any such change. 

(b) Limitation on Distributions. Neither Guarantor shall declare or make any payment on account of, orset apart assets for, a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of any equity or partnership interest of Seller, whether now or hereafter outstanding, or make any other distributionin respect thereof, either directly or indirectly, whether in cash or property or in obligations of Seller, except, so long as no Default, Event of Default or Margin Deficit shall have occurred and be continuing, either Guarantor may make suchpayments solely to the extent necessary to preserve the status of the Parent as a REIT so long as such payments do not exceed 100% of the greater of Parent’s consolidated (A) FFO for the immediately preceding fiscal quarter and(B) Adjusted FFO for the immediately preceding fiscal quarter. 

(c) Maintenance of Ratio of Consolidated Total Indebtedness toConsolidated Total Assets. At no time shall the ratio of Parent’s Consolidated Total Indebtedness to Parent’s Consolidated Total Assets for the immediately preceding fiscal quarter be greater than 0.80 to 1.00. 

(d) Minimum Liquidity Requirement. From and after the Closing Date until March 30, 2007, the consolidated Liquidity of Parent shall at notime be less than $10,000,000. 

 

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From and after March 31, 2007, the consolidated Liquidity of Parent shall at not time be less than $15,000,000. 

(e) Fixed Charge Coverage Ratio. At no time shall the consolidated Fixed Charge Coverage Ratio of Parent for the immediately preceding fiscalquarter be less than 1.50 to 1.00 until the fiscal quarter ending on June 30, 2007, and 1.60 to 1.00 at all times thereafter. 

(f)Minimum Consolidated Tangible Net Worth. At no time shall the Consolidated Tangible Net Worth of Parent at the end of the last day of the immediately preceding fiscal quarter be less than the sum of (x) $250,000,000, and(y) seventy-five percent (75%) of the net proceeds from the issuance by Parent or any Subsidiary thereof of any of any Capital Stock of any class (whether in a public offering or a private placement) subsequent to the Parent’s initialIPO. 

(g) Prohibition on Additional Indebtedness. Neither Guarantor shall at any time incur any Indebtedness in excess of the sumof: (i) Indebtedness existing as of the Closing Date which is identified on Schedule 1 to this Guarantee Agreement (ii) $150,000,000 with respect to future funding obligations under Mortgage Loans acquired or originated by theSeller, (iii) customary and standard trade payables incurred by Guarantors in the ordinary course of business, provided that (A) the aggregate amount of any such outstanding trade payables, calculated on a consolidated basis, shall at notime exceed $500,000, and (B) any such trade payable amounts shall be paid within sixty (60) days of when they were incurred, (iv) fees payable under the Management Contract as in effect on the date hereof in a then-current unpaidamount not to exceed the sum of $5,000,000, calculated on a consolidated basis, (v) Indebtedness either in the form of Trust Preferred Securities or unsecured borrowing base facilities with recourse against either Guarantor, in a combined,consolidated amount not to exceed 30% of the Guarantors then-current Consolidated Tangible Net Worth, so long as the combined underlying consolidated Indebtedness is fully subordinate in all respects to all of the Repurchase Obligations and to allof the Seller Related Obligations, (vi) similar guarantee obligations with respect to other credit or repurchase facilities to provide financing for other subsidiaries of such Guarantor which are*pari passu* in class and right withobligations to Buyer with respect to the Transactions, but only to the extent that Buyer receives a non-consolidation opinion with respect to such obligations, and (vii) Indebtedness owed to Buyer. 

(h) Buy Back of Capital Stock. Neither Guarantor shall buy back any of its Capital Stock while this Guarantee remains in effect. 

(i) REIT Status. The Parent shall at all times continue to be (i) qualified as a real estate investment trust as defined in Section 856of the Code, (ii) entitled to a dividends paid deduction under Section 857 of the code with respect to dividends paid by it with respect to each taxable year for which it claims a deduction on its FORM 1120-REIT filed with the UnitedStates Internal Revenue Service for such year. 

(j) Publicly Traded Company. From and after the date of their initial publicoffering, the Parent shall at all times be a publicly traded company listed, quoted or traded on the New York Stock Exchange, NASDAQ or any such other nationally recognized stock exchange. 

 

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(k) Interest Rate Protection Agreements. Each Guarantor which is from time to time party to anyInterest Rate Protection Agreement related to any Purchased Asset shall make, or cause to be made, all payments from time to time due and payable by such Guarantor under such Interest Rate Protection Agreement directly into the Collection Account ascontemplated under Section 5.01 of the Repurchase Agreement. 

(l) Internalization of Management. Neither Guarantor shallinternalize its management without the prior written consent of Buyer; provided, however, that all such consent requests will be responded to by Buyer in a reasonable manner and within five (5) days after the receipt thereof fromGuarantor, and provided, further, that such consent shall be granted by Buyer so long as (1) no Margin Deficit, Default or Event of Default exists, (2) such Guarantor shall, at the time of such internalization, and willcontinue after such internalization to meet all covenants, conditions, representations and warranties, whether financial or otherwise, as set forth in any of the Repurchase Documents, and (3) such Guarantor delivers to Buyer a fairness opinion,in form and substance acceptable to Buyer, provided by a nationally recognized expert in the related field acceptable to Buyer. 

10.Severability. Any provision of this Guarantee which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remainingprovisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

11. Paragraph Headings. The paragraph headings used in this Guarantee are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretationhereof. 

12. No Waiver; Cumulative Remedies. The Buyer shall not by any act (except by a written instrument pursuant to paragraph 14hereof), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any default or event of default or in any breach of any of the terms and conditions hereof. No failure to exercise, norany delay in exercising, on the part of the Buyer, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercisethereof or the exercise of any other right, power or privilege. A waiver by the Buyer of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Buyer would otherwise have on any futureoccasion. The rights and remedies herein provided are cumulative, may be exercised singly or concurrently and are not exclusive of any rights or remedies provided by law. 

13. Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrumentexecuted by each Guarantor and the Buyer, provided that, subject to any limitations set forth in the Repurchase Agreement, any provision of this Guarantee may be waived by the Buyer in a letter or agreement executed by the Buyer or by telex orfacsimile transmission from the Buyer. This Guarantee shall be binding upon the heirs, personal representatives, successors and assigns of the Guarantors and shall inure to the benefit 

 

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of the Buyer, and their respective successors and assigns. **THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWSOF THE STATE OF NEW YORK**. 

14. Notices. Notices by the Buyer to any Guarantor may be given by mail, or by telecopy transmission,addressed to such Guarantor at the address or transmission number set forth under its signature below and shall be effective (a) in the case of mail, five days after deposit in the postal system, first class certified mail and postage pre-paid,(b) one Business Day following timely delivery to a nationally recognized overnight courier service for next Business Day delivery and (c) in the case of telecopy transmissions, when sent, transmission electronically confirmed. 

15. SUBMISSION TO JURISDICTION; WAIVERS. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY: 

(A) SUBMITS FOR THE GUARANTOR AND THE GUARANTOR’S PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AND THE OTHER LOAN DOCUMENTSTO WHICH THE GUARANTOR IS A PARTY, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERNDISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF; 

(B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTSAND WAIVES ANY OBJECTION THAT THE GUARANTOR MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;

(C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIEDMAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO THE GUARANTOR AT THE GUARANTOR’S ADDRESS SET FORTH UNDER THE GUARANTOR’S SIGNATURE BELOW OR AT SUCH OTHER ADDRESS OF WHICH THE BUYER SHALL HAVE BEEN NOTIFIED; AND

(D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THERIGHT TO SUE IN ANY OTHER JURISDICTION. 

16. Integration. This Guarantee represents the agreement of each Guarantor with respect tothe subject matter hereof and there are no promises or representations by the Buyer relative to the subject matter hereof not reflected herein. 

 

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17. Acknowledgments. Each Guarantor hereby acknowledges that: 

(a) Guarantor has been advised by counsel in the negotiation, execution and delivery of this Guarantee and the related documents; 

(b) the Buyer has no fiduciary relationship to Guarantor, and the relationship between the Buyer and Guarantor is solely that of surety and creditor; and

(c) no joint venture exists between or among any of the Buyer, the Guarantors and the Seller. 

18. **WAIVERS OF JURY TRIAL. EACH OF THE GUARANTORS AND THE AGENT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTIONOR PROCEEDING RELATING TO THIS GUARANTEE OR ANY RELATED DOCUMENT AND FOR ANY COUNTERCLAIM HEREIN OR THEREIN.**

[SIGNATURES COMMENCE ONTHE FOLLOWING PAGE] 

 

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IN WITNESS WHEREOF, the undersigned has caused this Guarantee Agreement to be duly executed and deliveredas of the date first above written. 

 

**CBRE REALTY FINANCE, INC.,** a

Marylandcorporation
By: /s/ Paul Martin Name: Paul Martin Title: Executive Vice President Address for Notices: City Place I, 37th Floor, 185 Asylum Street, Hartford, CT 06103 Telecopy: (860) 275-6225 Attention: Ann Marie O’Rourke
 
THE STATE OF  )  )COUNTY OF  )
Subscribed and sworn before me, a Notary Public in and for the County and State, this             day of August, in the year 2006. 

 
   NOTARY PUBLIC
My Commission Expires:                    

 

IN WITNESS WHEREOF, the undersigned has caused this Guarantee Agreement to be duly executed and deliveredas of the date first above written. 

 

**CBRE REALTY FINANCE HOLDINGS, LLC,**

aDelaware limited liability company
By: /s/ Paul Martin Name: Paul Martin Title: Managing Director Address for Notices: City Place I, 37th Floor, 185 Asylum Street, Hartford, CT 06103 Telecopy: (860) 275-6225 Attention: Ann Marie O’Rourke
 
THE STATE OF  )  )COUNTY OF  )
Subscribed and sworn before me, a Notary Public in and for the County and State, this             day of August, in the year 2006. 

 
   NOTARY PUBLIC
My Commission Expires:                    

Schedule 1 

Additional Indebtedness 

$99,710,325.00 in connection with that certain Guarantee, dated as of January 27, 2006, amongthe Parent and Bank of America, N.A. and Banc of America Securities LLC (collectively, “BofA”) with respect to a repurchase facility as evidenced by that certain Master Repurchase Agreement, dated as of January 27, 2006, among theCBRE Realty Finance Holdings III, LLC, CBRE Realty Finance TRS Warehouse Funding II, LLC and BofA. 

$39,661,283.76 in connection with that certainGuaranty, dated as of August 30, 2005, between Parent and Deutsche Bank AG, Cayman Islands Branch (“DB”) with respect to a repurchase facility as evidenced by that certain Master Repurchase Agreement, dated as of August 30, 2005,between CBRE Realty Finance Holdings CDO Funding, LLC and DB.