EX-10.23





 Exhibit 10.23 

GUARANTY 
 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”). 

RECITALS 
 A. Pursuant to
that certain Master Repurchase and Securities Contract Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Repurchase Agreement”), between Buyer and CMTG MS Finance LLC, a
Delaware limited liability company (“Seller”), Seller has agreed to sell to Buyer, certain Purchased Assets, as defined in the Repurchase Agreement, upon the terms and subject to the conditions as set forth therein. Pursuant to the
terms of that certain Custodial Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Custodial Agreement”), by and among Buyer, Seller and Wells Fargo Bank, N.A., a national
banking association (“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 conditions of the Custodial Agreement. Pursuant to the terms of that certain Pledge and Security Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to
time, the “Pledge Agreement”), made by CMTG MS Finance Holdco LLC, a Delaware limited liability company (“Pledgor”) in favor of Buyer, Pledgor has pledged to Buyer all of the Pledged Collateral (as defined in the
Pledge Agreement). The Repurchase Agreement, the Custodial Agreement, the Depository Agreement, the Servicing Agreement, the Fee Letter, the Pledge Agreement and this Guaranty shall be referred to herein as the “Transaction
Documents”. 
 B. Guarantor indirectly owns one hundred percent (100%) of the legal and beneficial limited liability company
interest in, and controls, Seller and Pledgor, and Guarantor will derive benefits, directly and indirectly, from the execution, delivery and performance by Seller of the Transaction Documents and the transactions contemplated by the Repurchase
Agreement. 
 C. It is a condition precedent to Buyer acquiring the Purchased Assets pursuant to the Repurchase Agreement that Guarantor
shall have executed and delivered this Guaranty. 
 NOW, THEREFORE, in consideration of the foregoing premises, to induce Buyer to enter
into the Transaction Documents and to enter into the transactions contemplated thereunder, Guarantor hereby agrees with Buyer as follows: 

1. Defined Terms. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings given them in the
Repurchase Agreement. 
 “Cash Equivalents” shall mean, as of any date of determination, (a) marketable securities
(i) issued or directly and unconditionally guaranteed as to interest and principal by the 












 
United States Government or (ii) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, (b) time deposits,
certificates of deposit, money market accounts or banker’s acceptances of any investment grade rated commercial bank, in each case maturing within ninety (90) days after such date and (c) obligations of domestic corporations,
including without limitation, commercial paper, bonds, debentures and loan participations, each of which is rated at least AA by S&P and/or Aa1 by Moody’s and/or guaranteed by a Person with an Aa1 rating by Moody’s and/or an AA rating
by S&P or better rated credit. 
 “Cash Liquidity” shall mean, for any Person on any date, (a) the amount of
unrestricted cash (which shall include any unsecured line of credit that is immediately available to Guarantor) and Cash Equivalents held by such Person and its consolidated subsidiaries, plus (b) Qualified Capital Commitments in such
Person. 
 “EBITDA” shall mean, for any period, with respect to any Person and its consolidated Subsidiaries, an amount
equal to the Net Income of such Person, plus the sum of (a) the amount of depreciation and amortization expense deducted in determining Net Income for such fiscal quarter, (b) the amount of Interest Expense deducted in determining
Net Income for such fiscal quarter, (c) the sum of federal, state, local and foreign income taxes accrued or paid in cash during such fiscal quarter, and (d) the amount of any extraordinary or
non-recurring items reducing Net Income for such period. 
 “Interest Expense”
shall mean, for any period, with respect to any Person and its consolidated Subsidiaries, the amount of total interest expense (including capitalized and accruing interest) incurred by such Person during such period. 

“Net Income” shall mean, for any period, with respect to any Person, the consolidated net income (or loss) for such period as
reported in such Person’s financial statements prepared in accordance with GAAP. 
 “Qualified Capital Commitments”
shall mean, as of any date of determination with respect to any Person, the amount of any uncalled capital commitments of investors in such Person that are (a) payable in cash; (b) readily available to be called by such Person without
restriction or any other condition at any time and from time to time other than notice; (c) not subject to any lien, encumbrance or similar restriction (including, for the avoidance of doubt, any lien or encumbrance granted pursuant to a
subscription credit facility or similar facility secured by capital commitments); and (d) from an investor that is not subject to an Act of Insolvency. 

“Tangible Net Worth” shall mean, with respect to any Person, as of any date of determination, (a) all amounts that would
be included under capital or shareholders’ equity (or like caption) on the balance sheet of such Person at such date, determined in accordance with GAAP as of such date, less (b)(i) amounts owing to such Person from Affiliates or from
officers, employees, partners, members, directors, shareholders or other Persons similarly affiliated with such Person or any Affiliate thereof, (ii) intangible assets of such Person (other than Hedging Transactions specifically related to the
Purchased Assets) and (iii) prepaid Taxes and/or expenses, all on or as of such date. 












 “Total Equity” shall mean, with respect to any Person as of any date, such
Person’s total equity as of such date, as shown on such Person’s consolidated financial statements prepared in accordance with GAAP. 

“Total Indebtedness” shall mean, with respect to any Person, as of any date of determination, the aggregate Indebtedness of
such Person plus the proportionate share of all Indebtedness of all non-consolidated Subsidiaries of such Person as of such date. 

2. Guaranty. (a) Subject to Sections 2(b), 2(c) and 2(d) below, Guarantor hereby unconditionally and
irrevocably guarantees to Buyer the prompt and complete payment and performance when due, whether at stated maturity, by acceleration of the Repurchase Date or otherwise, of all of the following: (i) all payment obligations owing by Seller to
Buyer under or in connection with the Repurchase Agreement or any of the other Transaction Documents or other agreements relating thereto, (ii) any and all extensions, renewals, modifications, amendments or substitutions of the foregoing, and
(iii) any other obligations of Seller and Pledgor with respect to Buyer under each of the Transaction Documents (collectively, the “Obligations”). 

(b) Notwithstanding anything herein to the contrary, but subject to Sections 2(c) and 2(d) below, which shall control, the
maximum liability of Guarantor hereunder and under the Transaction Documents shall in no event exceed twenty-five percent (25%) of the Obligations. 

(c) Notwithstanding the foregoing, or any other provision herein to the contrary, the limitation on recourse liability as set forth in
Section 2(b) above SHALL BECOME NULL AND VOID and shall be of no further force and effect, and the Obligations shall be full recourse to Seller and Guarantor, jointly and severally, upon the occurrence of any of the
following: 
 (i) a voluntary bankruptcy or insolvency proceeding is commenced by Seller, Pledgor or Guarantor under the
Bankruptcy Code or any similar federal or state law; 
 (ii) an involuntary bankruptcy or insolvency proceeding is commenced
against Seller, Pledgor or Guarantor in connection with which Seller, Pledgor, Guarantor, or any of their respective Affiliates has or have colluded in any way with the creditors commencing or filing such proceedings; and 

(iii) any breach of the separateness covenants set forth in Article 13 of the Repurchase Agreement that results in the legal or
equitable consolidation of any of the assets and/or liabilities of Seller or Pledgor with any other Person (including, without limitation, in connection with any proceeding under any Insolvency Law). 

(d) In addition to the foregoing, and notwithstanding the limitations on recourse liability set forth in
Section 2(b) above, Guarantor shall be liable to Buyer for any costs, claims, expenses or other liabilities actually incurred by Buyer which are in any way attributable to: 












 (i) fraud, intentional misrepresentation, willful misconduct or gross
negligence by Seller or Guarantor, or any Affiliate of Seller or Guarantor in connection with the execution and delivery of this Guaranty, the Repurchase Agreement or any of the other Transaction Documents, or any certificate, report, financial
statement or other instrument or document furnished to Buyer at the time of the closing of the Repurchase Agreement or during the term of the Repurchase Agreement; 

(ii) Seller’s failure to obtain Buyer’s prior written consent to any subordinate financing or voluntary liens in each
case that encumber any or all of the Purchased Assets that are not permitted under the Transaction Documents; and 
 (iii)
any material breach of any representations and warranties by Guarantor contained in any Transaction Document or herein and any material breach by Seller, Guarantor or any of their respective Affiliates, of any representations and warranties relating
to Environmental Laws, or any indemnity for costs incurred in connection with the violation of any Environmental Law, the correction of any environmental condition, or the removal of any Materials of Environmental Concern, in each case in any way
affecting Seller’s or Guarantor’s properties or any of the Purchased Assets. 
 (e) Nothing herein shall be deemed a waiver of any
right which Buyer may have under Sections 506(a), 506(b), 1111(b) or any other provision of the Bankruptcy Code to file a claim for the full amount of the outstanding obligations under the Repurchase Agreement or to require that all Purchased Assets
shall continue to secure all of the outstanding obligations owing to Buyer in accordance with the Repurchase Agreement or any other Transaction Documents. 

(f) Guarantor further agrees to pay any and all reasonable
out-of-pocket expenses (including, without limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by Buyer in enforcing, or
obtaining advice of counsel in respect of, any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any rights with respect to, or collecting against, Guarantor under this Guaranty after the occurrence of a Default
and during the continuance of an Event of Default. This Guaranty shall remain in full force and effect until the date upon which the Obligations are paid in full. 

(g) No payment or payments made by Seller, Pledgor or any other Person or received or collected by Buyer from Seller, Pledgor or any other
Person by virtue of any 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 Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the amount of the Obligations under this Agreement until the Obligations are paid in full, but
subject to the limitations on Guarantor’s liability under Section 2(b) above. 
 (h) Guarantor agrees that
whenever, at any time, or from time to time, Guarantor shall make any payment to Buyer on account of any liability hereunder, Guarantor will notify Buyer in writing that such payment is made under this Guaranty for such purpose. 












 3. Subrogation. Upon making any payment hereunder, Guarantor shall be subrogated to
the rights of Buyer against Seller and Pledgor and any collateral for any Obligations with respect to such payment; provided, that Guarantor shall not seek to enforce any right or receive any payment by way of subrogation until all amounts
due and payable by Seller or Pledgor to Buyer under the Transaction Documents or any related documents have been paid in full; provided, further, that such subrogation rights shall be subordinate in all respects to all amounts owing to
Buyer under the Transaction Documents. 
 4. Amendments, etc. with Respect to the Obligations. Guarantor shall remain obligated
hereunder notwithstanding that, without any reservation of rights against Guarantor, and without notice to or further assent by Guarantor, any demand for payment of any of the Obligations made by Buyer may be rescinded by 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 Buyer and any Transaction Document and any other document in connection therewith may be amended, modified, supplemented or terminated, in whole or in
part, as Buyer may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held by Buyer for the payment of the Obligations may be sold, exchanged, waived, surrendered or released. Buyer shall have no
obligation to protect, secure, perfect or insure any lien at any time held by it as security for the Obligations or for this Guaranty or any property subject thereto. When making any demand hereunder against Guarantor, Buyer may, but shall be under
no obligation to, make a similar demand on Seller or any other Person, and any failure by Buyer to make any such demand or to collect any payments from Seller or any such other Person or any release of Seller or such other Person shall not relieve
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 Buyer against Guarantor. For the purposes hereof “demand” shall include the
commencement and continuance of any legal proceedings. 
 5. Guaranty Absolute and Unconditional. (a) Guarantor hereby agrees
that its obligations under this Guaranty constitute a guarantee of payment when due and not of collection. Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and notice of or proof of
reliance by Buyer upon this Guaranty or acceptance of this Guaranty; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guaranty; and all dealings between Seller and
Guarantor, on the one hand, and Buyer, on the other hand, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guaranty. Guarantor waives promptness, diligence, presentment, protest, demand for payment and
notice of default or nonpayment to or upon Seller or the Guaranty with respect to the Obligations. This Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (i) the validity, regularity
or enforceability 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 to time held by 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 Seller against Buyer, (iii) any requirement that Buyer exhaust any right to
take any action against Seller or any other Person prior to or contemporaneously with proceeding to exercise any 












 
right against Guarantor under this Guaranty or (iv) any other circumstance whatsoever (with or without notice to or knowledge of Seller and Guarantor) which constitutes, or might be
construed to constitute, an equitable or legal discharge of Seller for the Obligations or of Guarantor under this Guaranty, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against Guarantor, Buyer may, but
shall be under no obligation, to pursue such rights and remedies that Buyer may have against Seller or any other Person or against any collateral security or guarantee for the Obligations or any right of offset with respect thereto, and any failure
by Buyer to pursue such other rights or remedies or to collect any payments from Seller or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of Seller or any
such other Person or any such collateral security, guarantee or right of offset, shall not relieve Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of
law, of Buyer against Guarantor. This Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon Guarantor and its successors and assigns thereof, and shall inure to the benefit of Buyer and
its permitted successors, endorsees, transferees and assigns, until all the Obligations and the obligations of Guarantor under this Guaranty shall have been satisfied by payment in full. 

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

 (i) Guarantor hereby waives any defense arising by reason of, and any and all right to assert against Buyer any claim or defense based
upon, an election of remedies by Buyer which in any manner impairs, affects, reduces, releases, destroys and/or extinguishes Guarantor’s subrogation rights, rights to proceed against Seller or any other guarantor for reimbursement or
contribution, and/or any other rights of Guarantor to proceed against Seller, any other guarantor or any other person or security. 
 (ii)
Guarantor is presently informed of the financial condition of Seller and of all other circumstances which diligent inquiry would reveal and which bear upon the risk of nonpayment of the Obligations. Guarantor hereby covenants that it will make its
own investigation and will continue to keep itself informed about the financial condition of Seller, the status of other guarantor, if any, of all other circumstances which bear upon the risk of nonpayment and that it will continue to rely upon
sources other than Buyer for such information and will not rely upon Buyer for any such information. Absent a written request for such information by Guarantor to Buyer, Guarantor hereby waives the right, if any, to require Buyer to disclose to
Guarantor any information which Buyer may now or hereafter acquire concerning such condition or circumstances including, but not limited to, the release of or revocation by any other guarantor. 

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












 6. Reinstatement. This Guaranty 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 be restored or returned by Buyer upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of Seller or upon or
as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for Seller or any substantial part of the property of Seller, or otherwise, all as though such payments had not been made. 

7. Payments. Guarantor hereby agrees that the Obligations will be paid to Buyer, without
set-off or counterclaim in United States Dollars at the address specified in writing by Buyer. 
 8.
Representations and Warranties. Guarantor represents and warrants that: 
 (a) It is duly organized, validly existing and in good
standing under the laws and regulations of its jurisdiction of incorporation or organization, as the case may be. It is duly licensed, qualified, and in good standing in every state where such licensing or qualification is necessary for the
transaction of its business, except to the extent that the failure to be licensed or qualified could not reasonably be expected to have a Material Adverse Effect. It has the power to own and hold the assets it purports to own and hold, and to carry
on its business as now being conducted and proposed to be conducted, and has the power to execute, deliver, and perform its obligations under this Guaranty and the other Transaction Documents; 

(b) This Guaranty has been duly executed by it, for good and valuable consideration. This Guaranty constitutes a legal, valid and binding
obligation of Guarantor enforceable 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 of equity (whether enforcement is sought in proceedings in equity or at law); 
 (c) Guarantor does not believe, nor
does it have any reason or cause to believe, that it cannot perform in all respects all covenants and obligations contained in this Guaranty applicable to it; 

(d) The execution, delivery and performance of this Guaranty will not violate (i) its organizational documents, (ii) any contractual
obligation to which it is now a party or constitute a default thereunder, or result thereunder in the creation or imposition of any lien upon any of its assets, (iii) any judgment or order, writ, injunction, decree or demand of any court
applicable to it, or (iv) any applicable Requirement of Law, except to the extent that the failure to comply could not reasonably be expected to have a Material Adverse Effect; 

(e) There is no action, suit, proceeding, litigation, investigation, arbitration or proceeding of or before any arbitrator or Governmental
Authority is pending or, to the knowledge of Guarantor, threatened by or against Guarantor or against its assets (i) with respect to any of the Transaction Documents or any of the transactions contemplated hereby or thereby or (ii) that
could reasonably be expected to have a Material Adverse Effect. Guarantor is in compliance in all material respects with all Requirements of Law. Guarantor is not in default in any material respect with respect to any judgment, order, writ,
injunction, decree, rule, or regulation of any arbitrator or Governmental Authority; 












 (f) Guarantor has timely filed (taking into account all applicable extensions) all required
federal income tax returns and all other material tax returns, domestic and foreign, required to be filed by it and has paid all taxes, assessments, fees, and other governmental charges payable by it, or with respect to any of its properties or
assets, that have become due and payable except to the extent such amounts are being contested in good faith by appropriate proceedings for which appropriate reserves have been established in accordance with GAAP, and there is no claim relating to
any such taxes now pending that was made in writing by any Governmental Authority and that is not being contested in good faith as provided above; 

(g) No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any
Governmental Authority or any other Person is required to authorize, or is required in connection with, (i) the execution and performance of this Guaranty, (ii) the legality, validity, binding effect or enforceability of this Guaranty
against it or (iii) the consummation of the transactions contemplated by this Guaranty, except filing obligations with the Securities and Exchange Commission arising in the ordinary course of Guarantor’s business as a public company,
including, without limitation, 8K, 10Q and 10K filings, which have been obtained and are in full force and effect; 
 (h) There are no
judgments against Guarantor unsatisfied of record or docketed in any court located in the United States of America that could reasonably be expected to have a Material Adverse Effect and no Act of Insolvency has ever occurred with respect to it; and

 (i) Through the date hereof, Guarantor has received gross proceeds equal to $592,250,000 as a result of the issuance of 59,973,968 common
shares in Guarantor. 
 Guarantor agrees that the foregoing representations and warranties shall be deemed to have been made by 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. Financial Covenants.1 

(a) Guarantor hereby agrees that, until the Repurchase Obligations have been paid in full, Guarantor shall not, with respect to itself and its
Subsidiaries, directly or indirectly: 
 (i) permit its Cash Liquidity at any time to be less than Twenty Million Dollars ($20,000,000); 

(ii) permit its Tangible Net Worth at any time to be less than Four Hundred Fifty Million Dollars ($450,000,000) plus seventy-five percent
(75%) of any additional capital raise; 
  

	1 	 Financial covenants and related definitions remain subject to MS Credit Department approval.















 (iii) permit the ratio of (A) Total Indebtedness to (B) the sum of (1) Total
Equity plus (2) Qualified Capital Commitments at any time to exceed 3.50 to 1.00; and 
 (iv) permit at any time the ratio of
(i) EBITDA for the period of twelve (12) consecutive months ended on or prior to such date of determination to (ii) Interest Expense for such period to be less than 1.50 to 1.00. 

(b) Guarantor’s compliance with the covenants set forth in this Section 9 must be evidenced by the financial
statements and by a Financial Covenant Compliance Certificate in the form of Exhibit VI to the Repurchase Agreement furnished together therewith, as provided by Seller to Buyer pursuant to Sections 3(f) and 12(g) of the Repurchase Agreement
and compliance with all such covenants are subject to continuing verification of Buyer and Guarantor shall provide information that is reasonably requested by Buyer with respect to any lawsuits and/or other matters disclosed in any financial
statements of Guarantor delivered to Buyer or disclosed in any Form 8-K filed by Guarantor with the Securities and Exchange Commission which would reasonably be expected to have a material adverse effect on
Guarantor’s ability to comply with the covenants set forth in this Section 9; provided, that, for the avoidance of doubt, such continued verification shall not obligate Guarantor or Seller to provide
additional financial statements or Financial Covenant Compliance Certificates other than those required under Sections 3(f) and 12(g) of the Repurchase Agreement. 

(c) Notwithstanding anything to the contrary contained in this Guaranty, in the event that Guarantor, Seller or any Affiliate thereof that is
a Subsidiary of Guarantor has entered into or shall enter into or amend any other commercial real estate loan repurchase agreement, warehouse facility or credit facility with any other lender or repurchase buyer with terms more restrictive to the
repurchase seller or borrower thereunder than the covenants in this Section 9, then this Section 9 shall be deemed to be automatically modified to such more restrictive terms. 

10. Further Covenants of Guarantor: 

(a) Taxes. Guarantor has timely filed (taking into account all applicable extensions) all required federal income tax returns and all
other material tax returns, domestic and foreign, required to be filed by it and has paid all federal and other material taxes, assessments, fees, and other governmental charges payable by it, or with respect to any of its properties or assets, that
have become due and payable except to the extent such amounts are being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves have been established in accordance with GAAP. No tax liens have been
filed against Guarantor or any of Guarantor’s assets (other than liens for taxes not yet due or the amount or validity of which are being contested in good faith by appropriate proceedings diligently conducted and for which appropriate reserves
have been established in accordance with GAAP), and, to the knowledge of Guarantor, as of the date hereof, no claims are being asserted with respect to any such taxes, fees or other charges. 












 (b) Anti-Money Laundering, Anti-Corruption and Economic Sanctions. 

(i) Guarantor is in compliance, in all material respects, with (A) the Trading with the Enemy Act, as amended, and each of the foreign
assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other applicable enabling legislation or executive order relating thereto, (B) the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT Act of 2001), and (C) the United States Foreign Corrupt Practices Act of 1977, as amended, and any other applicable anti-bribery laws and regulations. No part
of the proceeds of any Transaction will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official
capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended. 

(ii) Guarantor agrees that, from time to time upon the prior written request of Buyer, it shall execute and deliver such further documents,
provide such additional information and reports and perform such other acts as Buyer may reasonably request in order to insure compliance with the provisions hereof (including, without limitation, compliance with the USA Patriot Act of 2001 and to
fully effectuate the purposes of this Agreement); provided, however, that nothing in this Section 10(b)(ii) shall be construed as requiring Buyer to conduct any inquiry or decreasing Guarantor’s
responsibility for its statements, representations, warranties or covenants hereunder. In order to enable Buyer and its Affiliates to comply with any anti-money laundering program and related responsibilities including, but not limited to, any
obligations under the USA Patriot Act of 2001 and regulations thereunder, Guarantor on behalf of itself and its Affiliates makes the following representations and covenants to Buyer and its Affiliates, that neither Guarantor, nor, any of its
Affiliates, is a Prohibited Investor and Guarantor is not acting on behalf of or on behalf of any Prohibited Investor. Guarantor agrees to promptly notify Buyer or a person appointed by Buyer to administer their anti-money laundering program, if
applicable, of any change in information affecting this representation and covenant. 
 (c) Office of Foreign Assets Control.
Guarantor warrants, represents and covenants that neither Seller, any of its Affiliates or the Assets are or will be an entity or Person that is or is owned or controlled by a Person that is the subject of any Sanctions. Guarantor covenants and
agrees that, with respect to the Transactions under this Agreement, neither Guarantor nor, to Guarantor’s Knowledge, any of its Affiliates will conduct any business, nor engage in any transaction, Assets or dealings, with any Person who is the
subject of Sanctions. Guarantor further covenants and agrees that it will not, directly or indirectly, use the proceeds of the facility, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other
Person to fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding or facilitation, is the subject of Sanctions. 

(d) Financial Reporting. Upon Buyer’s request, Guarantor shall provide, or cause to be provided, to Buyer copies of
Guarantor’s consolidated Federal Income Tax returns, if any, delivered within thirty (30) days after the earlier of (A) filing or (B) the last filing extension period. 












 (e) Limitation on Distributions. After the occurrence and during the continuation of
any Event of Default, Guarantor shall not declare or make any payment on account of, or set 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 Guarantor, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Guarantor; provided that, so long as no monetary Event of
Default referenced in Section 14(a)(i), (ii), (iv) or (v) of the Repurchase Agreement in an amount equal to or greater than $500,000 shall have occurred and be continuing, Claros Mortgage Trust, Inc. may distribute the minimum amount of
cash required to be distributed so that Claros Mortgage Trust, Inc. can maintain its status as a “real estate investment trust” under Sections 856 through 860 of the Code and avoid the payment of any income or excise taxes imposed under
Sections 857(b)(1), 857(b)(3) or 4981 of the Code. 
 11. Right of Set-Off. Guarantor hereby
irrevocably authorizes Buyer and its Affiliates, without notice to Guarantor, any such notice being expressly waived by Guarantor to the extent permitted by applicable law, upon any Obligations becoming due and payable by Guarantor (whether at
stated maturity, by acceleration or otherwise), to set-off and appropriate and apply any and all deposits (general or special, time or demand, provisional or final), in any currency, and any other credits,
indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by Buyer to or for the credit or the account of Guarantor, or any part thereof in such amounts
as Buyer may elect, against and on account of the obligations and liabilities of Guarantor to Buyer hereunder and claims of every nature and description of Buyer against Guarantor, in any currency, arising under any Transaction Document, as Buyer
may elect, whether or not Buyer has made any demand for payment and although such obligations, liabilities and claims may be contingent or unmatured. Buyer shall notify Guarantor promptly of any such set-off
and the application made by Buyer, provided that the failure to give such notice shall not affect the validity of such set-off and application. The rights of Buyer under this
Section 11 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that the Buyer may have. 

12. Severability. Any provision of this Guaranty 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 remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction. 
 13. Section Headings. The section headings used in this Guaranty are for convenience of
reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. 
 14. No
Waiver; Cumulative Remedies. Buyer shall not by any act (except by a written instrument pursuant to Section 15 hereof), 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, nor any delay in exercising, on the part of 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 exercise thereof or the exercise of any other right, power or privilege. A waiver by Buyer of any right or remedy hereunder on any one
occasion shall not be construed as a bar to any right or remedy which Buyer would otherwise have on any future occasion. 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. 
 15. Waivers and Amendments; Successors and Assigns; Governing Law. None of the terms or
provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except by a written instrument executed by Guarantor and Buyer. This Guaranty shall be binding upon the heirs, personal representatives, successors and assigns of
Guarantor and shall inure to the benefit of Buyer, and their respective successors and permitted assigns. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK PURSUANT TO SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF. 

16. Notices. Unless otherwise provided in this Agreement, all notices, consents, approvals and requests required or permitted hereunder
shall be given in writing and shall be effective for all purposes if hand delivered or sent by (a) hand delivery, with proof of delivery, (b) certified or registered United States mail, postage prepaid, (c) expedited prepaid delivery
service, either commercial or United States Postal Service, with proof of delivery or (d) by telecopier (with answerback acknowledged) or e-mail provided that such telecopied or e-mailed notice must also be delivered by one of the means set forth above, to the address specified below or at such other address and person as shall be designated from time to time by any party hereto, as the
case may be, in a written notice to the other parties hereto in the manner provided for in this Section 16. A notice shall be deemed to have been given: (w) in the case of hand delivery, at the time of delivery,
(x) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day, (y) in the case of expedited prepaid delivery upon the first attempted delivery on a Business Day, or (z) in the case
of telecopier, upon receipt of answerback confirmation, provided that such telecopied notice was also delivered as required in this Section 16. A party receiving a notice that does not comply with the technical requirements
for notice under this Section 16 may elect to waive any deficiencies and treat the notice as having been properly given. 
  

							
			
		  	 Buyer:
	  	 Morgan Stanley Bank, N.A.

1585 Broadway, 25th Floor

New York, New York 10036

	  	 Attention:
 Telecopy:

Email:
	  	 Mr. Anthony Preisano
 [***]

[***]















							
			
		  	 With copies to:
	  	Paul Hastings LLP 
200 Park Avenue 
New York, NY 10166
	  	 Attention:
 Telecopy:

Email:
	  	 Lisa A. Chaney, Esq. 
[***]

[***]

			
		  	 Guarantor:
	  	 Claros Mortgage Trust, Inc.

c/o Mack Real Estate Group

60 Columbus Circle, 20th Floor

New York, New York 10023

	  	 Attention:
 Telephone:

Email:
	  	 Michael McGillis 
[***]
 [***]

			
		  	 With copies to:
	  	 c/o Mack Real Estate Group

60 Columbus Circle, 20th Floor

New York, New York 10023

	  	 Attention:
 Email:
	  	 General Counsel
 [***]

			
		  	 And to:
	  	 Sidley Austin LLP

787 Seventh Avenue

New York, NY 10019

	  	 Attention:
 Telephone:

Telecopy:
 Email:
	  	 Brian Krisberg, Esq. 
[***]
 [***]

[***]


 17. SUBMISSION TO JURISDICTION; WAIVERS. EACH OF GUARANTOR AND BUYER HEREBY IRREVOCABLY AND
UNCONDITIONALLY: 
 (A) SUBMITS 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 SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF, SOLELY FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING BROUGHT TO ENFORCE ITS OBLIGATIONS UNDER THIS GUARANTY OR
RELATING IN ANY WAY TO THIS GUARANTY, THE REPURCHASE AGREEMENT OR ANY TRANSACTION UNDER THE REPURCHASE AGREEMENT; 
 (B) CONSENTS THAT ANY
SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT AND ANY RIGHT OF JURISDICTION
ON ACCOUNT OF ITS PLACE OF RESIDENCE OR DOMICILE; 












 (C) AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY
MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN SECTION 16 HEREOF OR AT SUCH OTHER ADDRESS OF WHICH 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 THE
RIGHT TO SUE IN ANY OTHER JURISDICTION. 
 18. Integration. This Guaranty represents the agreement of Guarantor with respect to the
subject matter hereof and there are no promises or representations by Buyer relative to the subject matter hereof not reflected herein. 

19. Counterparts. This Guaranty may be executed in counterparts, each of which so executed shall be deemed to be an original, but all
of such counterparts shall together constitute but one and the same instrument. Delivery by telecopier or other electronic transmission (including a .pdf e-mail transmission) of an executed counterpart of a
signature page to this Guaranty shall be effective as delivery of an original executed counterpart of this Guaranty. 
 20.
Acknowledgments. Guarantor hereby acknowledges that: 
 (a) Guarantor has been advised by counsel in the negotiation, execution and
delivery of this Guaranty and the related documents; 
 (b) Buyer does not have any fiduciary relationship to Guarantor, and the
relationship between Buyer, on the one hand, and Guarantor, on the other, is solely that of creditor and surety; and 
 (c) no joint venture
exists between or among any of Buyer, Guarantor and/or Seller. 
 21. Intent. Guarantor intends for this Guaranty to be a credit
enhancement related to a repurchase agreement, within the meaning of Section 101(47) of the Bankruptcy Code and, therefore, for this Guaranty to be itself a repurchase agreement, within the meaning of Section 101(47) and Section 559
of the Bankruptcy Code. 
 22. WAIVERS OF JURY TRIAL. EACH OF GUARANTOR AND BUYER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL
BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTY OR ANY RELATED DOCUMENT AND FOR ANY COUNTERCLAIM HEREIN OR THEREIN. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 












 IN WITNESS WHEREOF, the undersigned has caused this Guaranty to be duly executed and delivered as of the
date first above written. 
  

			
	 GUARANTOR:

	
	CLAROS MORTGAGE TRUST, INC., a
Maryland corporation
		
	By:	 	/s/ J. Michael McGillis
		 	 Name: J. Michael McGillis

		 	 Title: Authorized Signatory