EXECUTION VERSION
SIXTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT
AND CONSENT TO RESTRUCTURING
THIS SIXTH AMENDMENT TO MASTER REPURCHASE AND SECURITIES CONTRACT AND CONSENT TO RESTRUCTURING, dated as of June 24, 2026 (this “Amendment”), is entered into by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”), CMFT RE LENDING RF SUB WF, LLC, a Delaware limited liability company (“Seller”), and acknowledged by CIM REAL ESTATE FINANCE TRUST, INC., a Maryland corporation (“Guarantor”), CMFT RE LENDING SUB WF HOLDCO, LLC, a Delaware limited liability company (“Equity Pledgor”), CIM RE LENDING SUB, LLC, a Delaware limited liability company, and CMFT RE LENDING SUB II, LLC, a Delaware limited liability company (each, a “Residual Pledgor” and, together with Equity Pledgor, individually or collectively, as the context may require, “Pledgor”). Capitalized terms used and not otherwise defined herein shall have the meanings given to such terms in the Repurchase Agreement (as defined below and as amended hereby).
RECITALS
WHEREAS, Buyer and Seller are parties to that certain Master Repurchase and Securities Contract, dated as of May 20, 2021 (as the same has been amended prior to the date hereof, the “Existing Repurchase Agreement”, and as amended by this Amendment, and as hereafter further amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the “Repurchase Agreement”);
WHEREAS, the parties hereto desire to make certain amendments and modifications to the Existing Repurchase Agreement; and
WHEREAS, Buyer desires to provide its prior written consent to a Restructuring (as defined below and as further described herein);
NOW THEREFORE, in consideration of the foregoing recitals, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:
ARTICLE 1
AMENDMENTS TO REPURCHASE AGREEMENT
(a) The defined term “Manager” in Section 2.01 of the Repurchase Agreement is hereby deleted in its entirety.
(b) The following definitions are hereby added to Section 2.01 of the Repurchase Agreement in appropriate alphabetical order:
““CIM Group”: CIM Group Holdings, LLC, a Delaware limited liability company.”
““Fee Letter”: The Sixth Amended and Restated Fee Letter, dated as of June 24, 2026, between Buyer and Seller, as amended, modified, waived, supplemented, extended, restated or replaced from time to time.”
““Specified Change of Control Event”: Defined in the Fee Letter.”
(c) The following defined terms in Section 2.01 of the Repurchase Agreement are hereby amended and restated in their entirety, as follows:
““Change of Control”: The occurrence of any of the following events: (a) a merger or consolidation of Seller or Equity Pledgor; (b) a merger or consolidation of Guarantor and the surviving entity is not Guarantor; (c) any conveyance, transfer or disposal of all or substantially all of Seller, Equity Pledgor or Guarantor’s assets to any Person or entity (other than, in the case of Seller, sales of Purchased Assets in the ordinary course of business); (d) (i) Guarantor shall cease to be Controlled by CIM Group and/or one or more Affiliates thereof (other than in connection with a public market offering or secondary market trading) and (ii) a Specified Change of Control Event; (e) Guarantor shall cease to directly or indirectly Control Equity Pledgor; or (f) Equity Pledgor shall cease to own and Control, of record and beneficially, 100% of the Equity Interests of Seller.”
““Knowledge”: Whenever in this Agreement or any of the Repurchase Documents, or in any document or certificate executed on behalf of Seller pursuant to the Repurchase Documents, reference is made to the Knowledge of Seller (whether by use of the words “Knowledge” or “Know”), unless otherwise expressly specified, same shall mean the actual knowledge of (a) the Chief Executive Officer, Chief Financial Officer or Head of Portfolio Oversight of Seller or Guarantor, (b) with respect to any representations, warranties, certifications or statements with respect to any Purchased Asset, those individual employees of Guarantor or Seller having the title of “Lead” (or its equivalent) or above who have responsibility for the origination or acquisition, as applicable, underwriting, servicing or sale of such Purchased Asset, or (c) if the titles under clauses (a) and (b) no longer exist, then each officer or director of Seller, Pledgor and/or Guarantor who is tasked with the origination, acquisition and/or management of any of the Purchased Assets.”
ARTICLE 2
CONSENT TO RESTRUCTURING
(a) As of the date hereof, CIM Group Holdings, LLC, a Delaware limited liability company (“CIM Group”), controls the entity that serves as the external manager of Guarantor.
(b) On the date hereof, Guarantor intends to consummate a series of restructuring and reorganization transactions (collectively, the “Restructuring”) pursuant to which, among other things, the employees, management platform, investment portfolio and certain other assets and subsidiaries of CIM Group, will be contributed to a newly formed operating partnership that will be a direct subsidiary of Guarantor, and CIM Group and/or its affiliates will receive limited partnership interests in such operating partnership and non-economic voting preferred shares of Guarantor in exchange for such contributions. Upon consummation of the Restructuring, among other things, (A) Guarantor will no longer be externally managed and (B) CIM Group and/or its affiliates will, through the voting rights of such non-economic voting preferred shares, control greater than fifty percent (50%) of the
total voting power of all classes of Equity Interests of Guarantor entitled to vote generally in the election of directors of Guarantor. Immediately after the consummation of the Restructuring, Guarantor will change its name to CIM Group, Inc. An updated organizational chart showing Seller, Equity Pledgor and Guarantor following the Restructuring is attached hereto as Exhibit A and is hereby incorporated into and made a part of this Amendment.
(c) Effective immediately prior to the consummation of the Restructuring, Buyer hereby (i) consents to the Restructuring, (ii) agrees that the Restructuring shall not constitute a Change of Control for which consent has not been obtained under the Repurchase Agreement or any other Repurchase Document, and (iii) agrees that all requirements in the Repurchase Agreement or any other Repurchase Document with respect to “know your customer”, any Beneficial Ownership Certification and the Beneficial Ownership Regulation related to the Restructuring have been satisfied.
ARTICLE 3
REPRESENTATIONS
Each of Seller, Guarantor, Pledgor, and Buyer represents and warrants (as to itself) to the
other party hereto, as of the date of this Amendment, as follows:
(a) it is duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of organization and is duly qualified in each jurisdiction necessary to conduct business as presently conducted;
(b) all representations and warranties made by it in the Repurchase Documents to which it is a party are true and correct in all material respects;
(c) it is duly authorized to execute and deliver this Amendment and has taken all necessary action to authorize such execution, delivery and performance;
(d) the execution, delivery and performance by it of this Amendment are within its corporate, limited liability company or partnership powers, and does not contravene (i) its Governing Documents or its applicable resolutions, (ii) any Requirements of Law or (iii) any Contractual Obligation, Indebtedness or Guarantee Obligation;
(e) no consent, license, permit, approval or authorization of, or registration, filing or declaration with any Governmental Authority or other Person is required in connection with the execution, delivery, performance, validity or enforceability by or against it of this Amendment or the Repurchase Documents; behalf;
(f) the person signing this Amendment on its behalf is duly authorized to do so on its
(g) each of this Amendment and the other Repurchase Documents constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by general principles of equity;
(h) no Default or Event of Default exists or will exist after giving effect to this Amendment;
(i) none of Seller, Guarantor nor Pledgor has any defense, offset, counterclaim, abatement, right of rescission or other claims, actions, causes of action, demands, damages or liabilities of any kind or nature, in all cases whether legal or equitable, available to Seller, Guarantor, Pledgor or any other Person with respect to (i) this Amendment, the Repurchase Agreement, the Repurchase Documents or any other instrument, document, and/or agreement described herein or therein, as modified and amended hereby, (ii) the obligation of Seller to repay the Repurchase Obligations and other amounts due under the Repurchase Documents or (iii) Buyer or Buyer’s respective officers, employees, representatives, agents, counsel or directors arising out of or from or in any way related to or in connection with this Amendment, the Repurchase Agreement, or the Repurchase Documents, including, without limitation, any action by such Persons, or failure of such Persons to act, under the Repurchase Agreement or the other Repurchase Documents on or prior to the date hereof;
(j) except as specifically provided in this Amendment, the Repurchase Obligations are not reduced or modified by this Amendment;
(k) the execution, delivery and performance of this Amendment will not violate any Requirement of Law applicable to it or its organizational documents or any agreement by which it is bound or by which any of its assets are affected;
(l) immediately after giving effect to this Amendment, Seller, Guarantor and Pledgor are in compliance with each of their covenants set forth in the Repurchase Documents; and
(m) this Amendment has been duly executed and delivered by it.
ARTICLE 4
CONDITIONS PRECEDENT
(a) The effectiveness of this Amendment is subject to the following conditions
precedent: (i) delivery to Buyer of this Amendment, duly executed by the parties hereto or thereto, and (ii) delivery to Buyer of such other documents, agreements or certifications as Buyer may reasonably require.
(b) Seller acknowledges and agrees that it shall deliver to Buyer, within ten (10) Business Days of the Sixth Amendment Date (as defined in the Fee Letter), (i) an approved opinion of counsel to Seller, Guarantor, and Pledgor addressing the corporate and enforceability matters with respect to the Repurchase Parties, this Amendment and the Fee Letter (for the avoidance of doubt, a Maryland corporate opinion shall not be required with respect to the Guarantor), and (ii) a bring down opinion on the applicability of Bankruptcy Code safe harbors.
(c) On or prior to the date hereof, Seller shall pay on demand all of Buyer’s out-of-pocket costs and expenses, including reasonable fees and expenses of outside counsel, incurred in connection with the preparation, negotiation, execution and consummation of this Amendment.
ARTICLE 5
GOVERNING LAW
THIS AMENDMENT SHALL BE CONSTRUED AND ENFORCED 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 SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).
ARTICLE 6
MISCELLANEOUS
(a) Except as expressly amended or modified hereby, the Repurchase Documents shall
remain in full force and effect in accordance with their terms and are hereby ratified and confirmed. All references to the Repurchase Documents shall be deemed to mean the Repurchase Documents as modified by this Amendment.
(b) This Amendment 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 of an executed counterpart of a signature page of this Amendment in electronic format shall be as effective as delivery of a manually executed original counterpart of this Amendment.
(c) The headings in this Amendment are for convenience of reference only and shall not affect the interpretation or construction of this Amendment.
(d) This Amendment may not be amended or otherwise modified, waived or supplemented except as provided in the Repurchase Agreement.
(e) The interpretive provisions of Section 2.02 to the Repurchase Agreement are incorporated herein mutadis mutandis.
(f) This Amendment contains a final and complete integration of all prior expressions by the parties with respect to the subject matter hereof and shall constitute the entire agreement among the parties with respect to such subject matter, superseding all prior oral or written understandings.
(g) In consideration of Buyer entering into this Amendment, Seller, Guarantor and Pledgor hereby waive, release and discharge Buyer and Buyer’s officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected to the extent that any of the foregoing arises out of or from or in any way relating to or in connection with this Amendment, the Repurchase Agreement, or the Repurchase Documents, including, but not limited to, any action or failure to act under the Repurchase Agreement or the other Repurchase Documents on or prior to the date hereof, except, with respect to any such Person being released hereby, any actions, causes of action, claims, demands, damages and liabilities arising out of such
Person’s gross negligence or willful misconduct in connection with this Amendment, the Repurchase Agreement or the other Repurchase Documents.
(h) Each of Guarantor and Pledgor (i) agrees to and consents to the terms and provisions of this Amendment, (ii) acknowledges and confirms that the Guaranty and the Pledge and Security Agreement remain in full force and effect notwithstanding this Amendment, and (iii) reaffirms its obligations under the Guaranty and the Pledge and Security Agreement (as applicable).
(i) This Amendment and the Repurchase Agreement, as amended hereby, are a single Repurchase Document.
[SIGNATURES FOLLOW]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed, as of the date first above written.
BUYER:
WELLS FARGO BANK, NATIONAL ASSOCIATION
By: /s/ Monica Arguello
Name: Monica Arguello
Title: Executive Director
[SIGNATURES CONTINUE ON FOLLOWING PAGES]
S–1
Sixth Amendment to Master Repurchase and Securities Contract (Wells Fargo/CIM Real Estate)
SELLER:
CMFT RE LENDING RF SUB WF, LLC, a
Delaware limited liability company
By: /s/ Laura Eichelsderfer
Name: Laura Eichelsderfer
Title: Secretary
[SIGNATURES CONTINUE ON FOLLOWING PAGES]
Sixth Amendment to Master Repurchase and Securities Contract (Wells Fargo/CJM Real Estate)
ACKNOWLEDGED AND AGREED:
CTM REAL ESTATE FINANCE TRUST, INC.,
a Maryland corporation, as Guarantor
By: /s/ Laura Eichelsderfer
Name: Laura Eichelsderfer
Title: Secretary
CMFT RE LENDING SUB WF HOLDCO, LLC,
a Delaware limited liability company, as Equity Pledgor
By: /s/ Laura Eichelsderfer
Name: Laura Eichelsderfer
Title: Secretary
CMFT RE LENDING SUB, LLC
a Delaware limited liability company, as a Residual Pledgor
By: /s/ Jordan Dembo
Name: Jordan Dembo
Title: Vice President and Secretary
CMFT RE LENDING SUB II, LLC,
a Delaware limited liability company, as a Residual Pledgor
By: /s/ Laura Eichelsderfer
Name: Laura Eichelsderfer
Title: Secretary
Sixth Amendment to
/\foster Rcpu1chasc and Securities Contract (Wells F'argo/CIM Real Estate)