Exhibit 10.2


 


EXECUTION VERSION


 


GUARANTY


 


GUARANTY,
dated as of April 26, 2018 (this “Guaranty”), made by CREDIT RE OPERATING COMPANY, LLC, a Delaware
limited liability company (“Guarantor”), for the benefit
of BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (“Purchaser”).


 





WITNESETH:







 


WHEREAS, Purchaser
and CLNC Credit 7, LLC, a Delaware limited liability company (“Seller”), are parties to that certain Master
Repurchase Agreement dated as of the date hereof (as amended, restated, supplemented or otherwise modified and in effect from time
to time, the “Master Repurchase Agreement”);


 


WHEREAS, Guarantor
indirectly owns one hundred percent (100%) of the Capital Stock of Seller;


 


WHEREAS, Guarantor
will benefit, directly and indirectly, from the execution, delivery and performance by Seller of the Transaction Documents, and
the transactions contemplated by the Transaction Documents;


 


WHEREAS, it is
a condition precedent to the initial funding under the Master Repurchase Agreement that Guarantor execute and deliver this Guaranty
for the benefit of Purchaser and Purchaser is unwilling to enter into the Master Repurchase Agreement or the other Transaction
Documents or the transactions contemplated thereby without the benefit of this Guaranty; and


 


NOW, THEREFORE,
for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, and to induce Purchaser
to enter into the Master Repurchase Agreement and the other Transaction Documents, Guarantor hereby agrees as follows:


 


ARTICLE
I.

DefinITIONS; INTERPRETATION


 


(a)          Each
of the definitions set forth on Exhibit A hereto are, solely for the purposes of Article V(k) hereof, hereby
incorporated herein by reference. Unless otherwise defined herein, terms defined in the Master Repurchase Agreement and used herein
shall have the meanings given to them in the Master Repurchase Agreement.


 


(b)          The
following term shall have the meaning set forth below:


 




    	 	 



     


    

 


“Guaranteed
Obligations” shall mean (i) all obligations and liabilities of Seller to Purchaser, whether direct or indirect, absolute
or contingent, due or to become due, or now existing or hereafter incurred, or whether for payment or for performance (including,
without limitation, Purchase Price Differential accruing after the Repurchase Date for any Transaction and Purchase Price Differential
accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding,
relating to Seller, whether or not a claim for post filing or post-petition interest is allowed in such proceeding), which arise
under, or out of or in connection with the Master Repurchase Agreement, this Guaranty and any other Transaction Documents, whether
on account of the Repurchase Price for the Purchased Assets, Purchase Price Differential, reimbursement obligations, fees, indemnities,
costs, and expenses (including, without limitation, all fees and disbursements of outside counsel to the Purchaser), in each case
that are required to be paid by Seller pursuant to the terms of such documents, all “claims” (as defined in Section
101 of the Bankruptcy Code) of Purchaser against Seller, or otherwise and (ii) all actual out-of-pocket court costs, enforcement
costs and legal and other expenses (including reasonable attorneys’ fees and expenses of outside counsel) that are incurred
by Purchaser in the enforcement of any provision of the Transaction Documents, including, but not limited to, this Guaranty.


 


(c)          The
terms defined in this Guaranty have the meanings assigned to them in this Guaranty and include the plural as well as the singular,
and the use of any gender herein shall be deemed to include the other gender. All references to articles, schedules and exhibits
are to articles, schedules and exhibits in or to this Guaranty unless otherwise specified. The words “hereof,” “herein”
and “hereunder” and words of similar import when used in this Guaranty shall refer to this Guaranty as a whole and
not to any particular provision of this Guaranty. The term “include” or “including” shall mean without
limitation by reason of enumeration. All accounting terms not specifically defined herein shall be construed in accordance with
generally accepted accounting principles.


 


ARTICLE
II.

NATURE AND SCOPE OF GUARANTY


 


(a)          Guaranty
of Obligations. Subject to the terms hereof, Guarantor hereby irrevocably and unconditionally guarantees and promises to Purchaser
and its successors, endorsees, transferees and assigns as a primary obligor the prompt and complete payment and performance by
Seller of the Guaranteed Obligations as and when the same shall be due and payable (whether at the stated maturity, by acceleration
or otherwise); provided however that Guarantor’s total aggregate liability under this Article II(a) shall
not exceed an amount equal to the product of (x) twenty-five percent (25.0%) multiplied by (y) the aggregate Repurchase
Price for all Purchased Assets on any day that any amounts under this Guaranty are due and payable (the “Liability Cap”).



 


(b)          Liability
Cap Carve out. The Liability Cap shall not apply in the event that any of the following events or circumstances shall occur
by or on behalf of Seller and/or Guarantor and payments made in connection with any of the following events or circumstances shall
not accrue toward the Liability Cap:


 


(i)          (A)
the filing by Seller and/or Guarantor of any voluntary petition under any bankruptcy, insolvency, reorganization, liquidation,
dissolution or similar law relating to the protection of creditors, or (B) the commencing, or authorizing the commencement, by
Seller and/or Guarantor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, dissolution or
similar law relating to the protection of creditors;


 




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(ii)         the
solicitation by Seller and/or Guarantor or Seller and/or Guarantor otherwise colluding with petitioning creditors for any involuntary
petition, case or proceeding against Seller and/or Guarantor under any bankruptcy, insolvency, reorganization, liquidation, dissolution
or similar law relating to the protection of creditors;


 


(iii)        Seller
and/or Guarantor seeking or consenting to the appointment of a receiver, trustee, custodian or similar official for Seller and/or
Guarantor or any substantial part of the property of Seller and/or Guarantor (unless consented to by Purchaser);


 


(iv)         the
making by Seller and/or Guarantor of a general assignment for the benefit of creditors of Seller and/or Guarantor (other than in
favor of Purchaser or if consented to by Purchaser) in connection with any case or proceeding described in the foregoing clauses
(i) or (ii); or


 


(v)          with
respect to and solely to the extent of any and all out-of-pocket losses, damages, costs and expenses (including reasonable fees
and disbursements of outside counsel) actually incurred by Purchaser in connection with:


 


(1)         any
fraud, willful misconduct, illegal act or intentional material misstatement on the part of Seller, Guarantor or any Affiliate of
Seller or Guarantor in connection with the execution and delivery of the Master Repurchase Agreement or other Transaction Document,
or any certificate, report, notice, financial statement, representation, warranty or other instrument or document furnished to
Purchaser by Seller, Guarantor or any Affiliate thereof in connection with the Master Repurchase Agreement or any other Transaction
Document on the Closing Date or during the term of the Master Repurchase Agreement;


 


(2)         any
misappropriation, conversion or intentional misapplication by Seller, Guarantor or any Affiliate of the foregoing of any Income
required to be deposited in the Collection Account pursuant to Article 5 of the Master Repurchase Agreement;


 


(3)         any
failure by Seller to comply with Article 13 of the Repurchase Agreement, which failure results in a substantive consolidation of
Seller with any other entity in an insolvency proceeding;


 


(4)         any
failure by Seller to fund a Future Advance, which failure is determined in a final non-appealable judgment by a court of competent
jurisdiction in the United States of America to have been committed by Seller in bad faith;


 


(5)         if
Seller, Guarantor or any Affiliate of the foregoing interferes with, frustrates or prevents Purchaser’s exercise of remedies
provided under the Transaction Documents; provided that any assertion, claim or defense reasonably made in good faith by Seller
or Guarantor as to the existence and continuation of such Default or Event of Default shall not, and shall not be deemed to, result
in liability under this sub-clause (5);


 




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(6)         any
claim by any Affiliate of Seller that Purchaser is not the record and beneficial owner of, and does not have good and marketable
title to, each Purchased Asset in accordance with the Transaction Documents; or


 


(7)         any
loss, damage, cost and expense in connection with violation of any environmental law, the correction of any environmental condition,
or the removal of any hazardous, toxic or harmful substances, materials, wastes, pollutants or contaminants defined as such in
or regulated under any environmental law, in each case in any way affecting properties of Seller or any of the Purchased Assets;
provided, that Guarantor shall have no liability under this Article II(b)(v)(7) with respect to conditions on any
Mortgaged Property first arising after the date upon which Purchaser enforces its remedies with respect to the related Purchased
Asset pursuant to Article 14(b)(ii)(D) or 14(b)(iii) of the Master Repurchase Agreement following an Event of Default.


 


(c)          Nature
of Guaranty. This Guaranty is an irrevocable, absolute, continuing guaranty of payment and performance and not a guaranty of
collection. This Guaranty may not be revoked by Guarantor and shall continue to be effective with respect to any Guaranteed Obligations
arising or created after any attempted revocation by Guarantor. This Guaranty may be enforced by Purchaser and any successor, endorsee,
transferee or assignee of Purchaser permitted under the Master Repurchase Agreement and shall not be discharged by such permitted
assignment or negotiation of all or part thereof.


 


(d)          Satisfaction
of Guaranteed Obligations. Guarantor shall satisfy its obligations hereunder without demand, presentment, protest, notice of
protest, notice of non-payment, notice of intention to accelerate the maturity, notice of acceleration of the maturity or any other
notice whatsoever. Subject to Articles II(a) and II(b), the obligations of Guarantor hereunder shall not be reduced,
discharged or released because or by reason of any existing or future offset, claim or defense of Seller, or any other party, against
Purchaser or against the payment of the Guaranteed Obligations, other than the payment of the Guaranteed Obligations, whether such
offset, claim or defense arises in connection with such Guaranteed Obligations or otherwise. 


 


(e)          No
Duty to Pursue Others. It shall not be necessary for Purchaser (and Guarantor hereby waives any rights which Guarantor may
have to require Purchaser), in order to enforce the obligations of Guarantor hereunder, first to (i) institute suit or exhaust
its remedies against Seller or others liable on the Guaranteed Obligations or any other person, (ii) enforce or exhaust Purchaser’s
rights against any collateral which shall ever have been given to secure the Guaranteed Obligations, (iii) join Seller or
any others liable on the Guaranteed Obligations in any action seeking to enforce this Guaranty or (iv) resort to any other
means of obtaining payment of the Guaranteed Obligations. Purchaser shall not be entitled to actually receive payment of the same
amounts from both Seller and Guarantor. Purchaser shall not be required to mitigate damages or take any other action to collect
or enforce the Guaranteed Obligations.


 




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(f)          Waivers.
Guarantor agrees to the provisions of the Transaction Documents, and hereby waives notice of (i) any loans or advances made
by Purchaser to Seller or the purchase of any Purchased Asset by Purchaser from Seller, (ii) acceptance of this Guaranty,
(iii) any amendment or extension of the Master Repurchase Agreement or of any other Transaction Documents, (iv) the execution
and delivery by Seller and Purchaser of any other agreement or of Seller’s execution and delivery of any other documents
arising under the Transaction Documents or in connection with the Guaranteed Obligations, (v) the occurrence of any breach
by Seller or an Event of Default under the Transaction Documents, (vi) Purchaser’s transfer or disposition of the Transaction
Documents, or any part thereof, (vii) sale or foreclosure (or posting or advertising for sale or foreclosure) of any collateral
for the Guaranteed Obligations, (viii) protest, proof of non-payment or default by Seller, (ix) any other action at any
time taken or omitted by Purchaser and (x)  except as otherwise provided herein or required by the terms hereof, all other
demands and notices of every kind in connection with this Guaranty, the Transaction Documents and any documents or agreements evidencing,
securing or relating to any of the Guaranteed Obligations; provided, however, that the foregoing shall not constitute
a waiver by Guarantor of any notice that Purchaser is expressly required to provide to Seller or Guarantor or any other party pursuant
to the Transaction Documents.


 


(g)          Payment
of Expenses. In the event that Guarantor should breach or fail to timely perform any provisions of this Guaranty, Guarantor
shall, within ten (10) Business Days after demand by Purchaser, pay Purchaser all actual out-of-pocket costs and expenses (including,
without limitation, the reasonable fees and expenses of outside counsel) actually incurred by Purchaser in the enforcement hereof
or the preservation of Purchaser’s rights hereunder. The covenant contained in this Article II(g) shall survive
the payment and performance of the Guaranteed Obligations.


 


(h)          Effect
of Bankruptcy. In the event that, pursuant to any insolvency, bankruptcy, reorganization, receivership or other debtor relief
law, or any judgment, order or decision thereunder, Purchaser must rescind or restore any payment, or any part thereof, received
by Purchaser in satisfaction of the Guaranteed Obligations, as set forth herein, any prior release or discharge from the terms
of this Guaranty given to Guarantor by Purchaser shall be without effect, and this Guaranty shall remain in full force and effect.
It is the intention of Seller and Guarantor that Guarantor’s obligations hereunder shall not be discharged except by Seller’s
or Guarantor’s payment and performance of the Guaranteed Obligations which is not so rescinded or Guarantor’s performance
of such obligations and then only to the extent of such performance.


 




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(i)          Deferral
of Subrogation, Reimbursement and Contribution. Notwithstanding anything to the contrary contained in this Guaranty, Guarantor
hereby unconditionally and irrevocably defers any and all rights it may now or hereafter have under any agreement, at law or in
equity (including, without limitation, any law subrogating Guarantor to the rights of Purchaser), to assert any claim against or
seek contribution, indemnification or any other form of reimbursement from Seller or any other party liable for payment of any
or all of the Guaranteed Obligations for any payment made by Guarantor under or in connection with this Guaranty until payment
in full of the Guaranteed Obligations (other than those Repurchase Obligations (including contingent reimbursement obligations
and indemnity obligations) which, by their express terms, survive termination of the Transaction Documents) and termination of
the Master Repurchase Agreement. Guarantor hereby subordinates all of its subrogation rights against Seller arising from payments
made under this Guaranty to the full payment of the Guaranteed Obligations due Purchaser for a period of ninety-one (91) days following
the final payment of the last of all of the Guaranteed Obligations and termination of the Master Repurchase Agreement. If any amount
shall be paid to Guarantor on account of such subrogation rights at any time when all of the Guaranteed Obligations (other than
those Repurchase Obligations (including contingent reimbursement obligations and indemnity obligations) which, by their express
terms, survive termination of the Transaction Documents) shall not have been paid in full, such amount shall be held by Guarantor
in trust for Purchaser, segregated from other funds of Guarantor, and shall, forthwith upon receipt by Guarantor, be turned over
to Purchaser in the exact form received by Guarantor (duly indorsed by Guarantor to Purchaser, if required), to be applied against
the Guaranteed Obligations, whether matured or unmatured, in such order as Purchaser may determine.


 


(j)          Seller.
The term “Seller” as used herein shall include any new or successor corporation, limited liability company, association,
partnership (general or limited), joint venture, trust or other individual or organization formed as a result of any merger, reorganization,
sale, transfer, devise, gift or bequest of Seller or any interest in Seller.


 


ARTICLE
III.

EVENTS AND CIRCUMSTANCES NOT REDUCING

OR DISCHARGING GUARANTOR’S OBLIGATIONS


 


Guarantor hereby consents
and agrees to each of the following, and agrees that Guarantor’s obligations under this Guaranty shall not be released, diminished,
impaired, reduced or adversely affected by any of the following, except to the extent required by the terms hereof, and waives
any common law, equitable, statutory or other rights (including without limitation, except to the extent required by the terms
hereof, rights to notice) which Guarantor might otherwise have as a result of or in connection with any of the following:


 


(a)          Modifications.
Any renewal, extension, increase, modification, alteration or rearrangement of all or any part of the Master Repurchase Agreement,
the other Transaction Documents (other than this Guaranty), or any other document, instrument, contract or understanding between
Seller and Purchaser, or any other parties, pertaining to the Guaranteed Obligations.


 


(b)          Adjustment.
Any adjustment, indulgence, forbearance or compromise that might be granted or given by Purchaser to Seller.


 


(c)          Condition
of Seller or Guarantor. The insolvency, bankruptcy, arrangement, adjustment, composition, liquidation, disability, dissolution
or lack of power of Seller, Guarantor or any other party at any time liable for the payment of all or part of the Guaranteed Obligations
or any dissolution of Seller or Guarantor, or any sale, lease or transfer of any or all of the assets of Seller or Guarantor, or
any changes in the shareholders, partners or members of Seller or Guarantor; or any reorganization of Seller or Guarantor.


 




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(d)          Invalidity
of Guaranteed Obligations. The invalidity, illegality or unenforceability against Seller of all or any part of the Master Repurchase
Agreement or any document or agreement executed in connection with the Guaranteed Obligations, for any reason whatsoever, including
without limitation the fact that (i) the act of creating the Guaranteed Obligations or any part thereof is ultra vires,
(ii) the officers or representatives executing the Master Repurchase Agreement or the other Transaction Documents or otherwise
creating the Guaranteed Obligations acted in excess of their authority, (iii) Seller has valid defenses (other than payment
of the Guaranteed Obligations), claims or offsets (whether at law, in equity or by agreement) which render the Guaranteed Obligations
wholly or partially uncollectible from Seller, (iv) the creation, performance or repayment of the Guaranteed Obligations (or
the execution, delivery and performance of any document or instrument representing part of the Guaranteed Obligations or executed
in connection with the Guaranteed Obligations, or given to secure the repayment of the Guaranteed Obligations) is illegal, uncollectible
or unenforceable or (v) the Master Repurchase Agreement, or any of the other Transaction Documents have been forged by any
Person other than Purchaser or any of its Affiliates or otherwise are irregular or not genuine or authentic, it being agreed that
Guarantor shall remain liable hereon regardless of whether Seller or any other person is found not liable on the Guaranteed Obligations
or any part thereof for any reason (other than by reason of a defense of payment or performance of the Guaranteed Obligations).


 


(e)          Release
of Obligors. Any full or partial release of the liability of Seller on the Guaranteed Obligations, or any part thereof, or
of any co-guarantors, or any other person or entity now or hereafter liable, whether directly or indirectly, jointly, severally,
or jointly and severally, to pay, perform, guarantee or assure the payment of the Guaranteed Obligations, or any part thereof,
it being recognized, acknowledged and agreed by Guarantor that Guarantor may be required to pay the Guaranteed Obligations in full
without assistance or support of any other party, and Guarantor has not been induced to enter into this Guaranty on the basis of
a contemplation, belief, understanding or agreement, as between Purchaser and Guarantor, that other parties will be liable to pay
or perform the Guaranteed Obligations, or that Purchaser will look to other parties to pay or perform the obligations of Seller
under the Master Repurchase Agreement or the other Transaction Documents.


 


(f)          Other
Collateral. The taking or accepting of any other security, collateral or guaranty, or other assurance of payment, for all or
any part of the Guaranteed Obligations.


 


(g)          Release
of Collateral. Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without
limitation negligent, willful, unreasonable or unjustifiable impairment) by any party other than Purchaser or any of its Affiliates
of any collateral, property or security at any time existing in connection with, or assuring or securing payment of, all or any
part of the Guaranteed Obligations.


 


(h)          Care
and Diligence. Except to the extent the same shall result from the gross negligence, willful misconduct, bad faith or illegal
acts of Purchaser or its Affiliates, the failure of Purchaser or any other party to exercise diligence or reasonable care in the
preservation, protection, enforcement, sale or other handling or treatment of all or any part of such collateral, property or security,
including but not limited to any neglect, delay, omission, failure or refusal of Purchaser (i) to take or prosecute any action
for the collection of any of the Guaranteed Obligations or (ii) to foreclose, or initiate any action to foreclose, or, once
commenced, prosecute to completion any action to foreclose upon any security therefor, or (iii) to take or prosecute any action
in connection with any instrument or agreement evidencing or securing all or any part of the Guaranteed Obligations.


 




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(i)          Unenforceability.
The fact that any collateral, security, security interest or lien contemplated or intended to be given, created or granted as security
for the repayment of the Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall prove
to be unenforceable or subordinate to any other security interest or lien, it being recognized and agreed by Guarantor that Guarantor
is not entering into this Guaranty in reliance on, or in contemplation of the benefits of, the validity, enforceability, collectability
or value of any of the collateral for the Guaranteed Obligations.


 


(j)          Offset.
The liabilities and obligations of Guarantor to Purchaser hereunder shall not be reduced, discharged or released because of or
by reason of any existing or future right of offset, claim or defense (other than payment of the Guaranteed Obligations) of Seller
against Purchaser, or any other party, or against payment of the Guaranteed Obligations, whether such right of offset, claim or
defense arises in connection with the Guaranteed Obligations (or the transactions creating the Guaranteed Obligations).


 


(k)          Merger.
The reorganization, merger or consolidation of Seller into or with any other corporation or entity.


 


(l)          Preference.
Any payment by Seller to Purchaser is held to constitute a preference under bankruptcy laws, or for any reason Purchaser is required
to refund such payment or pay such amount to Seller or someone else.


 


(m)          Other
Actions Taken or Omitted. Except to the extent the same shall result from the gross negligence, willful misconduct, bad faith
or illegal acts of Purchaser or its Affiliates, any other action taken or omitted to be taken with respect to the Transaction Documents,
the Guaranteed Obligations, or the security and collateral therefor, whether or not such action or omission prejudices Guarantor
or increases the likelihood that Guarantor will be required to pay the Guaranteed Obligations pursuant to the terms hereof, it
is the unambiguous and unequivocal intention of Guarantor that Guarantor shall be obligated to pay the Guaranteed Obligations when
due, notwithstanding any occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or uncontemplated,
and whether or not otherwise or particularly described herein, which obligation shall be deemed satisfied only upon the full and
final payment and satisfaction of the Guaranteed Obligations.


 


ARTICLE
IV.

REPRESENTATIONS AND WARRANTIES


 


To induce Purchaser to
enter into the Transaction Documents, Guarantor represents and warrants to Purchaser as of the Closing Date and as of each Purchase
Date as follows:


 


(a)          Benefit.
Guarantor has received, or will receive, direct or indirect benefit from the execution, delivery and performance by Seller of the
Transaction Documents, and the transactions contemplated therein.


 


(b)          Familiarity
and Reliance. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial condition
of Seller and is familiar with the value of any and all collateral intended to be pledged as security for the payment of the Guaranteed
Obligations; however, as between Purchaser and Guarantor, Guarantor is not relying on such financial condition or the collateral
as an inducement to enter into this Guaranty.


 




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(c)          No
Representation by Purchaser. Neither Purchaser nor any other party on Purchaser’s behalf has made any representation,
warranty or statement to Guarantor in order to induce Guarantor to execute this Guaranty.


 


(d)          Organization.
Guarantor (i) is duly organized, validly existing and in good standing under the laws and regulations of the jurisdiction
of its formation, (ii) has the corporate 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 (iii) has the corporate power to execute, deliver, and perform
its obligations under this Guarantee.


 


(e)          Authority.
Guarantor is duly authorized to execute and deliver this Guaranty and to perform its obligations under this Guaranty, and has taken
all necessary action to authorize such execution, delivery and performance, and each person signing this Guaranty on its behalf
is duly authorized to do so on its behalf.


 


(f)          Due
Execution and Delivery; Consideration. This Guaranty has been duly executed and delivered by Guarantor, for good and valuable
consideration. 


 


(g)          Enforceability.
This Guaranty is a legal, valid and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms
subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles.


 


(h)          Approvals
and Consents. No consent, approval or other action of, or filing by, Guarantor with any Governmental Authority or any other
Person is required to authorize, or is otherwise required in connection with, the execution, delivery and performance of this Guaranty
(other than consents, approvals and filings required by Guarantor or its parent as a result of being a publicly traded company
or that have been obtained or made, as applicable, and any such consents, approvals and filings that have been obtained are in
full force and effect).


 


(i)          Licenses
and Permits. Guarantor is duly licensed, qualified and in good standing in every jurisdiction where such licensing, qualification
or standing is material to Guarantor’s business, and has all material licenses, permits and other consents that are necessary,
for (i) the transaction of Guarantor’s business and ownership of Guarantor’s properties and (ii) the performance
of its obligations under this Guaranty.


 


(j)          Non-Contravention.
Neither the execution and delivery of this Guaranty, nor consummation by Guarantor of the transactions contemplated by this Guaranty,
nor compliance by Guarantor with the terms, conditions and provisions of this Guaranty will conflict with or result in a breach
of any of the terms, conditions or provisions of (i) the organizational documents of Guarantor, (ii) any agreement by
which Guarantor is bound or to which any assets of Guarantor are subject or constitute a default thereunder, or result thereunder
in the creation or imposition of any Lien upon any of the assets of Guarantor, other than pursuant to the Transaction Documents,
(iii) any judgment or order, writ, injunction, decree or demand of any court applicable to Guarantor, or (iv) any applicable
Requirement of Law.


 




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(k)          Litigation/Proceedings.
Except as otherwise disclosed in writing to Purchaser, there is no action, suit, proceeding, investigation, or arbitration pending
or, to the knowledge of Guarantor, threatened in writing against Guarantor, or any of its assets that (i) questions or challenges
the validity or enforceability of any of the Transaction Documents or any action to be taken in connection with the transactions
contemplated hereby or thereby, (ii) makes a claim in an aggregate amount greater than the Litigation Threshold or (iii) which,
individually or in the aggregate, if adversely determined is reasonably likely to have a Material Adverse Effect.


 


(l)          Solvency.
Guarantor, as of the Closing Date and each Purchase Date, has adequate capital for the normal obligations reasonably foreseeable
in a business of its size and character and in light of its contemplated business operations. Guarantor, as of the Closing Date
and each Purchase Date, is generally able to pay, and intends to pay, its debts as they come due. As of the date hereof, and after
giving effect to this Guaranty and the contingent obligation evidenced hereby, Guarantor is, and will be, solvent, and has, and
will have, assets which, fairly valued, exceed its obligations, liabilities (including contingent liabilities fairly estimated)
and debts, and has, and will have, property and assets sufficient to satisfy and repay its obligations and liabilities, as and
when the same become due.


 


All representations and
warranties made by Guarantor herein shall survive until payment in full of the Guaranteed Obligations (other than those Repurchase
Obligations (including contingent reimbursement obligations and indemnity obligations) which, by their express terms, survive termination
of the Master Repurchase Agreement).


 


ARTICLE
V.

COVENANTS OF GUARANTOR


 


Guarantor covenants and
agrees with Purchaser that, until payment in full of all Guaranteed Obligations (other than those Repurchase Obligations (including
contingent reimbursement obligations and indemnity obligations) which, by their express terms, survive termination of the Transaction
Documents) and termination of the Master Repurchase Agreement:


 


(a)          Corporate
Change. Guarantor shall not change its jurisdiction of organization unless it shall have provided Purchaser at least ten (10)
Business Days’ prior written notice of such change.


 


(b)          Reporting.
Guarantor shall deliver (or cause to be delivered) to Purchaser all financial information and certificates with respect to Guarantor
that are required to be delivered pursuant to Article 12(b) of the Master Repurchase Agreement.


 


(c)          Preservation
of Existence; Licenses. Guarantor shall at all times maintain and preserve its legal existence and all of the material rights,
privileges, licenses, permits and franchises necessary for the operation of its business and for its performance under this Guaranty,
except where failure to comply could not be reasonably likely to have a Material Adverse Effect.


 




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(d)          Compliance
with Obligations. Guarantor shall at all times comply in all material respects (i) with its organizational documents,
(ii) in all material respects with any agreements by which it is bound or to which its assets are subject and (iii) any Requirement
of Law.


 


(e)          Books
of Record and Accounts. Guarantor shall at all times keep proper books of records and accounts in which full, true and correct
entries shall be made of its transactions fairly in accordance with GAAP, consistently applied, and set aside on its books from
its earnings for each Fiscal Year all such proper reserves in accordance with GAAP, consistently applied.


 


(f)          Taxes
and Other Charges. Guarantor shall pay and discharge all material taxes, assessments, levies, liens and other charges imposed
on it, on its income or profits or on any of its property prior to the date on which penalties attach thereto, except for any such
taxes, assessments, levies, liens and other charges which are being contested in good faith and by proper proceedings and against
which adequate reserves are being maintained in accordance with GAAP.


 


(g)          Due
Diligence. Guarantor shall permit Purchaser to conduct continuing due diligence in accordance with Article 28 of the
Master Repurchase Agreement.


 


(h)          No
Change of Control. Guarantor shall not, without the prior consent of Purchaser, permit a Change of Control to occur.


 


(i)          Limitation
on Distributions. After the occurrence and during the continuation of any monetary Default or Event of Default or the breach
of any of the financial covenants set forth in Article V(k) below, Guarantor shall not 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 (each, a “Distribution”), 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 unless, before and immediately after giving effect to such Distribution Guarantor shall be in compliance with the
covenants set forth in Article V(k).


 


(j)          [Reserved]


 


(k)          Financial
Covenants. Guarantor shall at all times satisfy the following financial covenants, as determined quarterly on a consolidated
basis in accordance with GAAP, consistently applied: 


 


(i)          Minimum
Cash Liquidity. Guarantor’s Cash Liquidity shall not be less than the lower of (x) fifty million Dollars ($50,000,000.00)
and (y) the greater of (A) ten million Dollars ($10,000,000.00) and (B) five percent (5%) of Guarantor’s Recourse
Indebtedness.


 




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(ii)         Minimum
Consolidated Tangible Net Worth. Consolidated Tangible Net Worth at any time shall not be less than the sum of (i) sixty-five
percent (65%) of the Consolidated Tangible Net Worth on the last day of the most recently completed Fiscal Quarter ended at least
90 days prior to the Closing Date, plus (ii) seventy-five percent (75%) of the net cash proceeds thereafter received by Guarantor
(x) from any offering by Guarantor of its common equity and (y) from any offering by Colony NorthStar Credit Real Estate,
Inc. of its common equity to the extent such net cash proceeds are contributed to Guarantor, excluding any such net cash proceeds
that are contributed to Guarantor within ninety (90) days of receipt of such net cash proceeds and applied to purchase, redeem
or otherwise acquire Capital Stock issued by Guarantor (or any direct or indirect parent thereof).


 


(iii)        Maximum
Consolidated Leverage. The Consolidated Leverage Ratio at any time shall not exceed 0.75 to 1.00.


 


(iv)         Minimum
Interest Coverage Ratio. As of any date of determination, the ratio of (i) Consolidated EBITDA for the period of twelve
(12) consecutive months ended on such date (if such date is the last day of a Fiscal Quarter) or the Fiscal Quarter most recently
ended prior to such date (if such date is not the last day of a Fiscal Quarter) to (ii) Consolidated Interest Expense for
such period shall not be less than 1.4 to 1.


 


Notwithstanding anything
to the contrary therein or elsewhere, (i) in the event that Guarantor, Seller or any 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 (each as in effect after giving effect to all amendments thereof, a “Third Party
Agreement”) and such Third Party Agreement contains any financial covenant as to Guarantor for which there is no corresponding
financial covenant in this Guaranty at the time such financial covenant becomes effective (each an “Additional Financial
Covenant”), or contains a financial covenant that corresponds to a financial covenant in this Guaranty and such financial
covenant is more restrictive as to Guarantor than the corresponding financial covenant in this Guaranty as in effect at the time
such financial covenant becomes effective (each, a “More Restrictive Financial Covenant” and together with each
Additional Financial Covenant, each an “MFN Covenant”), then (A) Guarantor shall promptly notify Purchaser of
the effectiveness of such MFN Covenant and (B) the financial covenants contained in this Guaranty shall automatically be deemed
to be modified to reflect such MFN Covenant (whether through amendment of an existing financial covenant contained in this Guaranty
(including, if applicable, related definitions) or the inclusion of an additional financial covenant (including, if applicable,
related definitions), as applicable), and (ii) in the event that all Third Party Agreements that contain an MFN Covenant are or
have been amended, modified or terminated and the effect thereof is to make less restrictive as to Guarantor any MFN Covenant or
eliminate any Additional Financial Covenant, then, upon Guarantor providing written notice to Purchaser of the same (each an “MFN
Step Down Notice”), which Guarantor may deliver to Purchaser from time to time, the financial covenants in this Guaranty
shall automatically be deemed to be modified to reflect only such MFN Covenants which are then in effect as of the date of any
such MFN Step Down Notice; provided, however, that in no event will the foregoing cause the financial covenants of
Guarantor to be any less restrictive than the financial covenants expressly set forth in this Guaranty. Promptly upon request by
Purchaser, Guarantor shall be required to execute and take any and all acts, amendments, supplements, modifications and assurances
and other instruments as Purchaser may reasonably require from time to time in order to document any such modification and otherwise
carry out the intent and purposes of this paragraph.


 




    	 	12	 



     


    

 


ARTICLE
VI.

MISCELLANEOUS


 


(a)          Waiver.
No failure to exercise, and no delay in exercising, on the part of Purchaser, any right hereunder shall operate as a waiver thereof,
nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right.
The rights of Purchaser hereunder shall be in addition to all other rights provided by law. No modification or waiver of any provision
of this Guaranty, nor consent to departure therefrom, shall be effective unless in writing signed by Purchaser and Guarantor and
no such consent or waiver shall extend beyond the particular case and purpose involved. No notice or demand given in any case shall
constitute a waiver of the right to take other action in the same, similar or other instances without such notice or demand (except
to the extent such a notice or demand is required by the terms hereof).


 


(b)          Set-Off.
Purchaser and its Affiliates are hereby authorized at any time and from time to time upon the occurrence and during the continuance
of an Event of Default, without notice to Guarantor, to set-off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by
Purchaser or any such Affiliate to or for the credit or the account of Guarantor against any and all of the obligations of Guarantor
now or hereafter existing under this Guaranty or any other Transaction Document to Purchaser or any of its Affiliates, irrespective
of whether or not Purchaser or any such Affiliate shall have made any demand under this Guaranty or any other Transaction Document
and although such obligations of Guarantor may be contingent or unmatured or are owed to a branch or office of Purchaser or such
Affiliate different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness. The rights of
Purchaser and its Affiliates under this Article VI(b) are in addition to other rights and remedies (including other rights
of setoff) that they may have. Purchaser shall give written notice to Guarantor of any set-off affected under this Article VI(b)
to the extent it is not prohibited from doing so by applicable law.


 


(c)          Notices.
Unless otherwise provided in this Guaranty, all notices, consents, approvals and requests required or permitted hereunder shall
be given in writing and shall be effective for all purposes if sent by (i) hand delivery, with proof of delivery, (ii) certified
or registered United States mail, postage prepaid, (iii) expedited prepaid delivery service, either commercial or United States
Postal Service, with proof of delivery, or (iv) by electronic mail, provided that, other than with respect to day-to-day
notices delivered under this Guaranty and other than with respect to any notices delivered under Article V(a), such
electronic mail notice must also be delivered by one of the means set forth in (i), (ii), or (ii) above unless the sender of such
communication receives a verbal or electronic confirmation acknowledging receipt thereof (for the avoidance of doubt, any automatically
generated email or any similar automatic response shall not constitute confirmation), to the address specified below or at such
other address and person as shall be designated from time to time by Guarantor or Purchaser, as the case may be, in a written notice
to the other parties hereto in the manner provided for in this Article V(c). A notice shall be deemed to have been given:
(x) in the case of hand delivery, at the time of delivery, if on a Business Day, and otherwise on the next occurring Business
Day, (y) in the case of registered or certified mail or expedited prepaid delivery, when delivered, if on a Business Day,
and otherwise on the next occurring Business Day, or upon the first attempted delivery on a Business Day or (z) in the case
of electronic mail, upon receipt of a verbal or electronic confirmation acknowledging receipt thereof (for the avoidance of doubt,
any automatically generated email or any similar automatic response shall not constitute confirmation). A party receiving a notice
that does not comply with the technical requirements for notice under this Article V(c) may elect to waive any deficiencies
and treat the notice as having been properly given.


 




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	 	Guarantor:	Credit RE Operating Company, LLC
	 	 	c/o CLNC Manager, LLC
	 	 	590 Madison Avenue, 34th Floor
	 	 	New York, New York 10022
	 	 	Attention:  David A. Palamé
	 	 	Telephone:  (212) ###-####
	 	 	Email:  ##########@clns.com
	 	 	 
	 	with copies to:	Ropes & Gray LLP
	 	 	1211 Avenue of the Americas
	 	 	New York, New York 10036-8704
	 	 	Attention: Daniel L. Stanco
	 	 	Telephone: (212) ###-####
	 	 	Email: ##########@ropesgray.com


 


(d)          GOVERNING
LAW. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE
APPLIED IN SUCH STATE (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).


 


(e)          SUBMISSION
TO JURISDICTION; WAIVERS.


 


(i)          Guarantor
and, by its acceptance of this Guaranty, Purchaser, each irrevocably and unconditionally (A) submits to the exclusive jurisdiction
of any United States Federal or New York State court sitting in Manhattan, and any appellate court from any such court, 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 Master Repurchase Agreement or any Transaction under the Master Repurchase Agreement and (B) 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.


 


(ii)         To
the extent that Guarantor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding,
from jurisdiction of any court or from set off or any legal process (whether service or notice, attachment prior to judgment, attachment
in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, Guarantor hereby
irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under
this Guaranty or relating in any way to this Guaranty, the Master Repurchase Agreement or any Transaction under the Master Repurchase
Agreement.


 




    	 	14	 



     


    

 


(iii)        Guarantor
and, by its acceptance of this Guaranty, Purchaser, each hereby irrevocably consents to the service of any summons and complaint
and any other process by the mailing of copies of such process to it at its address specified herein. Guarantor and, by its acceptance
of this Guaranty, Purchaser, each hereby agrees that a final judgment in any such action or proceeding shall be conclusive and
may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Article VI(e)
shall affect the right of Purchaser to serve legal process in any other manner permitted by law, and nothing in this Article VI(e)
shall affect the right of Guarantor to serve legal process in any other manner permitted by law.


 


(iv)         GUARANTOR
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.


 


(f)          Invalid
Provisions. If any provision of this Guaranty is held to be illegal, invalid, or unenforceable under present or future laws
effective during the term of this Guaranty, such provision shall be fully severable and this Guaranty shall be construed and enforced
as if such illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the remaining provisions
of this Guaranty shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision
or by its severance from this Guaranty.


 


(g)          Amendments.
This Guaranty may be amended only by an instrument in writing executed by Guarantor and Purchaser.


 


(h)          Parties
Bound; Assignment. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective
successors, assigns and legal representatives; provided, however, that Guarantor may not, without the prior written
consent of Purchaser, assign any of its rights, powers, duties or obligations hereunder. Purchaser may assign or transfer its rights
under this Guaranty in accordance with the transfer of assignment provisions of the Master Repurchase Agreement.


 


(i)          Headings.
Section headings are for convenience of reference only and shall in no way affect the interpretation or construction of this Guaranty.


 


(j)          Recitals.
The recital and introductory paragraphs hereof are a part hereof, form a basis for this Guaranty and shall be considered prima
facie evidence of the facts and documents referred to therein.


 




    	 	15	 



     


    

 


(k)          Rights
and Remedies. If Guarantor becomes liable for any indebtedness owing by Seller to Purchaser, by endorsement or otherwise, other
than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Purchaser hereunder
shall be cumulative of any and all other rights that Purchaser may ever have against Guarantor. The exercise by Purchaser of any
right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent
exercise of any other right or remedy.


 


(l)          Entirety.
This Guaranty embodies the final, entire agreement of Guarantor and Purchaser with respect to Guarantor’s guaranty of the
Guaranteed Obligations and supersedes any and all prior commitments, agreements, representations, and understandings, whether written
or oral, relating to the subject matter hereof. This Guaranty is intended by Guarantor and Purchaser as a final and complete expression
of the terms of the guaranty, and no course of dealing between Guarantor and Purchaser, no course of performance, no trade practices,
and no evidence of prior, contemporaneous or subsequent oral agreements or discussions or other extrinsic evidence of any nature
shall be used to contradict, vary, supplement or modify any term of this Guaranty. There are no oral agreements between Guarantor
and Purchaser relating to the subject matter hereof.


 


(m)          Intent.
Guarantor acknowledges and intends (i) that this Guaranty constitute a “securities contract” as that term is defined
in Section 741(7)(A)(xi) of the Bankruptcy Code to the extent of damages as measured in accordance with Section 562 of the Bankruptcy
Code and (ii) that this Guaranty constitutes a “master netting agreement” as that term is defined in Section 101(38A)(A)
of the Bankruptcy Code to the extent of damages as measured in accordance with Section 562 of the Bankruptcy Code.


 


[SIGNATURE ON NEXT PAGE]


 




    	 	16	 



     


    

 


IN WITNESS WHEREOF, the undersigned
executed this Guaranty as of the day first written above.


 


	 	CREDIT RE OPERATING COMPANY, LLC, as Guarantor
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:


 





Barclays-Colony – Guaranty




 




    	 	 



     


    

 


EXHIBIT A


 


FINANCIAL COVENANT
DEFINITIONS


 


“Available Borrowing
Capacity” shall mean, on any date of determination, the total unrestricted borrowing capacity which may be drawn (taking
into account required reserves and discounts) upon by Guarantor and its Subsidiaries under any credit facilities (excluding repurchase
agreements or note on note facilities), but with respect to any such credit facility, solely to the extent that such available
borrowing capacity is committed by the related lender.


 


“Capital Expenditures”
means, with respect to any Person for any period, the aggregate of all expenditures by such Person and its Subsidiaries for the
acquisition or leasing (pursuant to a capital lease) of fixed or capital assets or additions to equipment (including replacements,
capitalized repairs and improvements during such period) that should be capitalized under GAAP on a consolidated balance sheet
of such Person and its Subsidiaries.


 


“Cash”
shall mean coin or currency of the United States of America or immediately available federal funds, including such funds delivered
by wire transfer.


 


“Cash Equivalents”
shall mean, as of any date of determination, (a) marketable securities (i) issued or the principal and interest of which are directly
and unconditionally guaranteed by the United States 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 and (b) time deposits, certificates of deposit, money market accounts
or banker’s acceptances of any investment grade rated commercial bank, in each case with respect to clauses (a) and (b) which
mature within ninety (90) days after such date of determination.


 


“Cash Liquidity”
shall mean, with respect to any Person and its Consolidated Subsidiaries on any date, the sum of (a) Cash and Cash Equivalents
and (b) Available Borrowing Capacity.


 


“Consolidated
EBITDA” means, with respect to any Person for any period, Core Earnings plus an amount which, in the determination of
Core Earnings for such period, has been deducted (and not added back) for, without duplication, (i) Consolidated Interest Expense,
(ii) provisions for taxes based on income of such Person and its Consolidated Subsidiaries (provided that Consolidated EBITDA shall,
solely with respect to the Consolidated EBITDA attributable to any Non Wholly-Owned Consolidated Affiliate, only include the Consolidated
Group Pro Rata Share of such attributable amount), and (iii) preferred dividends.


 


“Consolidated
Group Pro Rata Share” means, with respect to any Non Wholly-Owned Consolidated Affiliate, the percentage interest held
by Guarantor and its Wholly Owned Subsidiaries, in the aggregate, in such Non Wholly-Owned Consolidated Affiliate determined by
calculating the percentage of Capital Stock of such Non Wholly-Owned Consolidated Affiliate owned by Guarantor and its Wholly Owned
Subsidiaries.


 




    	 	A-1	 



     


    

 


“Consolidated
Interest Expense” shall mean, with respect to any Person for any period, total interest expense (including that attributable
to Capital Lease Obligations) of such Person and its Consolidated Subsidiaries for such period with respect to all outstanding
Indebtedness of such Person and its Consolidated Subsidiaries (including all commissions, discounts and other fees and charges
owed with respect to letters of credit and bankers’ acceptance financing and net costs under Swap Agreements in respect of
interest rates to the extent such net costs are allocable to such period in accordance with GAAP); provided that Consolidated Interest
Expense shall, with respect to any Non Wholly-Owned Consolidated Affiliate, only include the Consolidated Group Pro Rata Share
of the total cash interest expense (determined in accordance with GAAP) of such Non Wholly-Owned Consolidated Affiliate for such
period.


 


“Consolidated
Leverage Ratio” means, with respect to any Person on any date of determination, the ratio of (a) Consolidated Total Debt
on such day to (b) Total Asset Value as of such date.


 


“Consolidated
Subsidiaries” means, with respect to any Person, all Subsidiaries of such Person which are consolidated with such Person
for financial reporting purposes under GAAP.






“Consolidated
Tangible Net Worth” means, for any Person on any date of determination, all amounts that would, in conformity with GAAP,
be included on a consolidated balance sheet of such Person and its Consolidated Subsidiaries under stockholders’ equity at
such date plus (i) accumulated depreciation and (ii) amortization of real estate intangibles such as in-place lease value,
above and below market lease value and deferred leasing costs which are purchase price allocations determined upon the acquisition
of real estate, in each case, of such Person and its Consolidated Subsidiaries on such date (provided that the amounts described
in the foregoing clauses (i) and (ii) shall, solely with respect to any such amount attributable to any Non Wholly-Owned Consolidated
Affiliate, only include the Consolidated Group Pro Rata Share of such attributable amount) minus the Intangible Assets of
such Person and its Consolidated Subsidiaries on such date (provided that any such amount deducted with respect to deferred
financing costs shall, solely with respect to any such amount attributable to any Non Wholly-Owned Consolidated Affiliate, only
include the Consolidated Group Pro Rata Share of such attributable amount).


 


“Consolidated
Total Debt” means, with respect to any Person on any date of determination, the aggregate principal amount of all Indebtedness
of the such Person and its Consolidated Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP;
provided that Consolidated Total Debt shall (i) exclude any Indebtedness attributable to a Specified GAAP Reportable B Loan
Transaction, (ii) exclude all Permitted Non-Recourse CLO Indebtedness and (iii) solely with respect to the Indebtedness of any
Non Wholly-Owned Consolidated Affiliate, only include the Consolidated Group Pro Rata Share of such Indebtedness.


 




    	 	A-2	 



     


    

 


“Core Earnings”
means, with respect to any Person for any period, net income determined in accordance with GAAP of such Person and its consolidated
subsidiaries and excluding (but only to the extent included in determining net income for such period) (i) non-cash equity compensation
expense, (ii) the expenses incurred in connection with the formation of Sponsor and the offering in connection therewith, including
the initial underwriting discounts and commissions, (iii) acquisition costs from successful acquisitions (other than acquisitions
made in the ordinary course of business), (iv) real property depreciation and amortization, (v) any unrealized gains or losses
or other similar non-cash items that are included in net income for the current quarter, regardless of whether such items are included
in other comprehensive income or loss, (vi) extraordinary or non-recurring gains or losses and (vii) one-time expenses, charges
or gains relating to changes in GAAP; provided that Core Earnings shall, solely with respect to the Core Earnings attributable
to any Non Wholly-Owned Consolidated Affiliate, only include the Consolidated Group Pro Rata Share of such attributable amount.


 


“Customary Recourse
Exceptions” means, with respect to any Non-Recourse Indebtedness, exclusions from the exculpation provisions with respect
to such Non-Recourse Indebtedness such as fraud, misapplication of cash, voluntary bankruptcy, environmental claims, breach of
representations and warranties, failure to pay taxes and insurance, as applicable, and other circumstances customarily excluded
by institutional lenders from exculpation provisions and/or included in separate indemnification agreements in non-recourse financings
of commercial real estate.


 


“Fiscal Quarter”
shall mean a fiscal quarter of any Fiscal Year.


 


“Fiscal Year”
shall mean the fiscal year of Guarantor ending on December 31 of each calendar year.


 


“Indebtedness”
means, as to any Person at a particular time, without duplication, the following to the extent they are included as indebtedness
or liabilities in accordance with GAAP: (a) obligations created, issued or incurred by such Person for borrowed money (whether
by loan, the issuance and sale of debt securities or the sale of property to another Person subject to an understanding or agreement,
contingent or otherwise, to repurchase such property from such Person); (b) obligations of such Person to pay the deferred purchase
or acquisition price of property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued
expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable within sixty (60) days
of the date the respective goods are delivered or the respective services are rendered; (c) Indebtedness of others secured by a
lien on the property of such Person, whether or not the respective Indebtedness so secured has been assumed by such Person; (d)
obligations (contingent or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted
by banks and other financial institutions for the account of such Person; (e) Capital Lease Obligations of such Person; (f) obligations
of such Person under repurchase agreements, sale/buy-back agreements or like arrangements; (g) Indebtedness of others Guaranteed
by such Person; (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such
Person; (i) Indebtedness of general partnerships of which such Person is a general partner; and (j) all net liabilities or obligations
under any interest rate swap, interest rate cap, interest rate floor, interest rate collar or other hedging instrument or agreement.


 


“Intangible
Assets” means assets that are considered to be intangible assets under GAAP, including customer lists, goodwill, computer
software, copyrights, trade names, trademarks, patents, franchises, licenses, unamortized deferred charges (including deferred
financing costs), unamortized debt discount and capitalized research and development costs; provided, however, that Intangible
Assets shall not include real estate intangibles such as in-place lease value, above and below market lease value and deferred
leasing costs which are purchase price allocations determined upon the acquisition of real estate.


 




    	 	A-3	 



     


    

 


“Interest Coverage
Ratio” shall mean, with respect to any Person, as of any date of determination, the ratio of (a) Consolidated EBITDA
to (b) Consolidated Interest Expense, in each case, of such Person for the four consecutive Fiscal Quarters most recently ended.


 


“Moody’s”
means Moody’s Investors Service, Inc., and its successors-in-interest.


 


“Non-Recourse
Indebtedness” means, Indebtedness that is not Recourse Indebtedness.


 


“Non Wholly-Owned
Consolidated Affiliate” means each Consolidated Subsidiary of Guarantor in which less than 100% of each class of the
Capital Stock (other than directors’ qualifying shares, if applicable) of such Consolidated Subsidiary are at the time owned,
directly or indirectly, by Guarantor.


 


“Permitted Non-Recourse
CLO Indebtedness” means Indebtedness that is (i) incurred by a Subsidiary of Guarantor in the form of asset-backed securities
commonly referred to as “collateralized loan obligations” or “collateralized debt obligations” and (ii)
is Non-Recourse Indebtedness.


 


“Recourse Indebtedness”
shall mean, with respect to any Person, for any period, without duplication, the aggregate Indebtedness in respect of which such
Person is subject to recourse for payment, whether as a borrower, guarantor or otherwise; provided, that Indebtedness arising pursuant
to the Customary Recourse Exceptions shall not constitute Recourse Indebtedness until such time (if any) as demand has been made
for the payment or performance of such Indebtedness.


 


“S&P”
means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business, and its successors-in-interest.


 


“Specified GAAP
Reportable B Loan Transaction” means a transaction involving either (i) the sale by the Guarantor or any Subsidiary of
Guarantor of the portion of an investment consisting of an “A-Note”, and the retention by the Guarantor or any Subsidiary
of Guarantor of the portion of such investment asset consisting of a “B-Note”, which transaction is required to be
accounted for under GAAP as a “financing transaction” or (ii) the acquisition or retention by the Guarantor or any
of its Subsidiaries of an investment asset consisting of a “b-piece” in a securitization facility, which transaction
under GAAP results in all of the assets of the trust that is party to the securitization facility, and all of the bonds issued
by such trust under such securitization facility that are senior to the “b-piece”, to be consolidated on the Guarantor’s
consolidated balance sheet as assets and liabilities, respectively.


 


“Swap Agreement”
means any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement involving,
or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic,
financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction or any combination
of these transactions; provided that no phantom stock or similar plan providing for payments only on account of services provided
by current or former directors, officers, employees or consultants of Guarantor or any of its Subsidiaries shall be a “Swap
Agreement”.


 




    	 	A-4	 



     


    

 


“Total Asset
Value” means, with respect to any Person as of any date of determination, the net book value of the total assets of such
Person and its Consolidated Subsidiaries on such date as determined in accordance with GAAP plus (x) accumulated depreciation
and (y) amortization of real estate intangibles; provided, that Total Asset Value shall (i) exclude the amount of all
restricted cash (other than reserves for Capital Expenditures) of such Person and its Consolidated Subsidiaries to the extent such
cash supports obligations that do not constitute Consolidated Total Debt, (ii) include the net book value of assets associated
with a Specified GAAP Reportable B Loan Transaction only to the extent in excess of the amount of any Indebtedness attributable
to such Specified GAAP Reportable B Loan Transaction, (iii) include the net book value of assets associated with any Permitted
Non-Recourse CLO Indebtedness and (iv) solely with respect to the net book value of the total assets of a Non Wholly-Owned
Consolidated Affiliate, only include the Consolidated Group Pro Rata Share of the net book value of such Non Wholly-Owned Consolidated
Affiliate’s total assets.


 


“Wholly Owned
Subsidiary” means, with respect to any Person, any other Person all of the Capital Stock of which (other than directors’
qualifying shares required by law) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.


 




    	 	A-5