UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2023
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from to

Commission file number 000-54939

CIM REAL ESTATE FINANCE TRUST, INC.

(Exact name of registrant as specified in its charter)

Maryland			27-3148022
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)
2398 East Camelback Road, 4th Floor
Phoenix,	Arizona		85016
(Address of principal executive offices)			(Zip code)
	(602)	778-8700
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:Title of Each ClassTrading SymbolName of Each Exchange on Which RegisteredNoneNoneNoneSecurities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o	Non-accelerated filer	x
Smaller reporting company	o	Emerging growth company	o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No x

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

There is no established market for the registrant’s shares of common stock. As of June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter, there were approximately 436.1 million shares of common stock held by non-affiliates, for an aggregate market value of $2.9 billion, assuming a market value as of that date of $6.57 per share, the most recent estimated per share net asset value of the registrant’s common stock established by the registrant’s board of directors in effect as of that date. Effective March 1, 2024, the estimated per share net asset value of the registrant’s common stock as of January 31, 2024 is $6.09 per share.

As of March 18, 2024, there were approximately 437.3 million shares of common stock, par value per share of $0.01, of CIM Real Estate Finance Trust, Inc. outstanding.

Documents Incorporated by Reference:

The Registrant incorporates by reference portions of the CIM Real Estate Finance Trust, Inc. Definitive Proxy Statement for the 2024 Annual Meeting of Stockholders (into Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K).

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TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		2
PART I
ITEM 1.	BUSINESS	4
ITEM 1A.	RISK FACTORS	13
ITEM 1B.	UNRESOLVED STAFF COMMENTS	51
ITEM 1C.	CYBERSECURITY	51
ITEM 2.	PROPERTIES	53
ITEM 3.	LEGAL PROCEEDINGS	53
ITEM 4.	MINE SAFETY DISCLOSURES	53
PART II
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	54
ITEM 6.	RESERVED	57
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	57
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	74
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	75
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	75
ITEM 9A.	CONTROLS AND PROCEDURES	75
ITEM 9B.	OTHER INFORMATION	76
ITEM 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	76
PART III
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	77
ITEM 11.	EXECUTIVE COMPENSATION	77
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	77
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	77
ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	77
PART IV
ITEM 15.	EXHIBITAND FINANCIAL STATEMENT SCHEDULES	78
ITEM 16.	FORM 10-K SUMMARY	78
SIGNATURES		79
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS		F-1

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Annual Report on Form 10-K of CIM Real Estate Finance Trust, Inc., other than historical facts, may be considered forward-looking statements within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We intend for all such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange Act, as applicable by law. Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as “may,” “would,” “could,” “should,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue,” or other similar words. Forward-looking statements that were true at the time made may ultimately prove to be incorrect or false. These forward-looking statements are based on information currently available to us and are subject to a number of known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. These factors include, among other things, those discussed below. In addition, these risks and uncertainties include those associated with general economic, market and other conditions. We caution readers not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the date this Annual Report on Form 10-K is filed with the U.S. Securities and Exchange Commission (the “SEC”). Additionally, except as required by applicable law or regulation, we undertake no obligation, and expressly disclaim any such obligation, to publicly update or revise any forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events, changes to future operating results or otherwise.

The following are some, but not all, of the assumptions, risks, uncertainties and other factors that could cause our actual results to differ materially from those presented in our forward-looking statements:

•We are subject to risks associated with bankruptcies or insolvencies of our borrowers and tenants and from borrower or tenant defaults generally.

•Our credit and real estate investments subject us to domestic and international political, economic, capital markets and other conditions and events.

•We are subject to fluctuations in interest rates which could reduce our ability to generate income on our credit investments.

•We are subject to an increase in inflation that could increase our credit and real estate portfolio related costs at a higher rate than our rental income and other revenue and adversely impact demand for rental space and future extensions of our tenants’ leases.

•We face risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as significant disruptions of CIM Group’s (as defined below) information technology (“IT”) networks and related systems.

•We are subject to competition from entities engaged in lending which may impact the availability of origination and acquisition opportunities acceptable to us.

•We may be unable to renew leases, lease vacant space or re-lease space as leases expire on favorable terms or at all.

•We are subject to risks associated with tenant, geographic and industry concentrations with respect to our investments and properties.

•Our properties, intangible assets and other assets, as well as the property securing our loans or other investments, may be subject to impairment charges.

•We could be subject to unexpected costs or unexpected liabilities that may arise from dispositions.

•We are subject to competition in the acquisition and disposition of properties and in the leasing of our properties and we may suffer delays or be unable to acquire, dispose of, or lease properties on advantageous terms.

•We have substantial indebtedness, which may affect our ability to pay distributions and expose us to interest rate fluctuation risk and the risk of default under our debt obligations.

•We are subject to risks associated with the incurrence of additional secured or unsecured debt.

•We may not be able to maintain profitability.

•We may not generate cash flows sufficient to pay our distributions to stockholders or meet our debt service obligations.

•Our continued compliance with debt covenants depends on many factors and could be impacted by current or future economic conditions.

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•We may be affected by risks resulting from losses in excess of insured limits.

•We may fail to remain qualified as a real estate investment trust (“REIT”) for U.S. federal income tax purposes.

•We could be subject to a material tax liability if our sales of properties are treated as prohibited transactions.

•We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability or reduce our operating flexibility.

•We may be unable to list our shares on a national securities exchange in a particular timeframe or at all.

•If we, our operating partnership and any other subsidiaries do not maintain exemptions from registration under the Investment Company Act of 1940, as amended (“the Investment Company Act”), we will be subject to significant regulations and restrictions on our business and investments, which could materially and adversely impact us.

All forward-looking statements should be read in light of the risks identified in Part I, Item 1A. Risk Factors within this Annual Report on Form 10-K.

Definitions

We use certain defined terms throughout this Annual Report on Form 10-K that have the following meanings:

The phrase “annualized rental income” refers to the straight-line rental revenue under our leases on operating properties owned as of the respective reporting date, which includes the effect of rent escalations and any tenant concessions, such as free rent, and excludes any contingent rent, such as percentage rent. Management uses annualized rental income as a basis for tenant, industry and geographic concentrations and other metrics within the portfolio. Annualized rental income is not indicative of future performance.

Under a “net lease,” the tenant occupying the leased property (usually as a single tenant) does so in much the same manner as if the tenant were the owner of the property. The tenant generally agrees that it will either have no ability or only limited ability to terminate the lease or abate rent prior to the expiration of the term of the lease as a result of real estate driven events such as casualty, condemnation or failure by the landlord to fulfill its obligations under the lease. There are various forms of net leases, most typically classified as either triple-net or double-net. Triple-net leases typically require the tenant to pay all expenses associated with the property (e.g., real estate taxes, insurance, maintenance and repairs, including roof, structure and parking lot). Double-net leases typically hold the landlord responsible for the capital expenditures for the roof and structure, while the tenant is responsible for all lease payments and remaining operating expenses associated with the property (e.g., real estate taxes, insurance and maintenance).

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PART I

ITEM 1.    BUSINESS

Our Company

CIM Real Estate Finance Trust, Inc. (together with our subsidiaries unless the context requires otherwise, the “Company,” “we,” “our” or “us”) is a non-exchange traded REIT formed as a Maryland corporation on July 27, 2010. We are primarily focused on originating, acquiring, financing and managing shorter duration senior secured loans, other related credit investments and core commercial real estate.

We have two reportable business segments as of December 31, 2023 and we refer to the investments within these segments as our target assets:

•Credit — engages primarily in acquiring and originating primarily floating rate first and second lien mortgage loans, either directly or through co-investments in joint ventures, related to real estate assets. This segment also includes investments in real estate-related securities, liquid corporate senior loans and corporate senior loans.

•Real estate — engages primarily in acquiring and managing geographically diversified income-producing retail, industrial and office properties that are primarily single-tenant properties, which are leased to creditworthy tenants under long-term net leases.

As of December 31, 2023, our credit portfolio consisted of 291 loans with a net book value of $4.3 billion, and investments in real estate-related securities of $519.7 million as of December 31, 2023. The Company expects to conduct its commercial real estate lending business through CIM Commercial Lending REIT (“CLR”), a Maryland statutory trust and currently wholly owned subsidiary of the Company which we expect to be taxed as a REIT for U.S. federal income tax purposes. As of February 29, 2024, CLR holds a diversified portfolio of approximately $1.6 billion of the Company’s senior secured mortgage loans and commercial mortgage-backed securities. In addition, we owned 192 properties, comprising approximately 6.2 million rentable square feet of commercial space located in 37 states. As of December 31, 2023, the rentable space at these properties was 99.9% leased, including month-to-month agreements, if any.

We have elected to be taxed and conduct our operations to qualify as a REIT for federal income tax purposes. We operate our business in a manner that permits us to maintain our exemption from registration under the Investment Company Act. A majority of our business is conducted through CIM Real Estate Finance Operating Partnership, LP, a Delaware limited partnership (“CMFT OP”), of which we are the sole general partner and own, directly or indirectly, 100% of the partnership interests, and its subsidiaries.

Our Manager, Investment Advisor and CIM

We are externally managed by CIM Real Estate Finance Management, LLC, a Delaware limited liability company (“CMFT Management”), which is an affiliate of CIM Group, LLC (“CIM Group”). CIM Group is a vertically-integrated community-focused real estate and infrastructure owner, operator, lender and developer. CIM Group is headquartered in Los Angeles, CA, with offices in Atlanta, GA, Chicago, IL, Dallas, TX, London, UK, New York, NY, Orlando, FL, Phoenix, AZ, and Tokyo, Japan. CIM Group also maintains additional offices across the United States and in South Korea to support its platform.

We have no paid employees and rely upon our manager pursuant to our Second Amended and Restated Management Agreement dated March 24, 2023 (the “Management Agreement”), and certain of its affiliates, including our investment advisor, CIM Capital IC Management, LLC (the “Investment Advisor”), with respect to investments in securities and certain other investments, to provide substantially all of our day-to-day management. Collectively, our manager and the Investment Advisor, together with certain other affiliates of CIM Group, serve as our sponsor, which we refer to as our “sponsor” or “CIM”. Our Management Agreement had an initial three-year term and renews automatically each year thereafter for an additional one-year period unless terminated by our board of directors (our “Board”).

On December 6, 2019, CMFT Securities Investments, LLC (“CMFT Securities”), which is a wholly-owned subsidiary of the Company, entered into an investment advisory and management agreement (the “Investment Advisory and Management Agreement”) with our Investment Advisor. CMFT Securities was formed for the purpose of holding any investments in securities and certain other investments made by the Company. The Investment Advisor, a wholly-owned subsidiary of CIM Group, is registered as an investment advisor with the SEC under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Pursuant to the Investment Advisory and Management Agreement, the Investment Advisor will manage the day-to-day business affairs of CMFT Securities and its investments in corporate credit and real estate-related securities, subject to the supervision of the Board. The Investment Advisory and Management Agreement had an initial three-year term and shall be deemed renewed automatically each year thereafter for an additional one-year period unless otherwise terminated pursuant to the Investment Advisory and Management Agreement.

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In addition, on December 6, 2019, the Investment Advisor entered into a sub-advisory agreement (the “Sub-Advisory Agreement”) with OFS Capital Management, LLC, a Delaware limited liability company and affiliate of the Investment Advisor (the “Sub-Advisor”), to act as an investment sub-advisor to CMFT Securities. The Sub-Advisor is registered as an investment adviser under the Advisers Act and is an affiliate of the Investment Advisor. The Sub-Advisor provides investment management services primarily with respect to the corporate credit and real estate-related securities held by CMFT Securities. Either party may terminate the Sub-Advisory Agreement with 30 days’ prior written notice to the other party.

Investment Strategy and Objectives

We seek to attain attractive risk-adjusted returns and create long term value for our stockholders by investing in a diversified portfolio of senior secured mortgage loans, creditworthy long-term net-leased property investments and other senior loan and liquid credit investments.

Subject to market conditions, we expect to pursue a listing of our common stock on a national securities exchange at such time as our Board determines that such a listing would be in the best interests of our stockholders, though we can provide no assurance that a listing will happen in a particular timeframe or at all.

We believe a diversified investment portfolio of credit investments and core commercial real estate, combined with our manager’s ability to actively manage those investments, will enable us to generate competitive risk-adjusted returns for our stockholders over time and provide reasonable, stable, current income for stockholders through the payment of cash distributions. Our investment strategy allows us to adapt over time in order to respond to evolving market conditions and to capitalize on investment opportunities that may arise at different points in the economic and real estate investment cycle.

Investment Guidelines

Our manager and our Investment Advisor are required to manage our business in accordance with certain investment guidelines that were adopted by our Board, which include:

•not making investments that would cause us to fail to qualify as a REIT under the Internal Revenue Code of 1986, as amended (the “Code”);

•not making any investment that would cause us or any of our subsidiaries to be regulated as an investment company under the Investment Company Act;

•our manager seeking to invest our capital in a broad range of investments in or relating to real property and real estate-related credit assets and our Investment Advisor seeking to invest in real estate and corporate credit-related securities;

•prior to the deployment or redeployment of capital, permitting the manager or our Investment Advisor to cause the capital to be invested in short-term investments in money market funds, bank accounts, overnight repurchase agreements with primary federal reserve bank dealers collateralized by direct U.S. government obligations, and other instruments and investments reasonably determined to be of high quality; and

•not making any investment (i) with a loan-to-value ratio in excess of 78%, and (ii) in excess of $200 million, without the approval of a majority of the Board, including a majority of independent directors, or a duly constituted committee of the Board.

Types of Investments — Commercial Real Estate-Related Credit Investments

Senior Secured Commercial Mortgage Loans. We originate, invest in and acquire loans secured by a first mortgage lien on commercial real estate properties providing mortgage financing to developers or owners. These loans generally have maturity dates ranging from three to ten years and bear interest at a fixed or floating rate, though most of our portfolio is and is expected to be floating rate and have a shorter-duration term. The loans typically require interest only payments and if these loans do provide for some amortization, they typically require, in any event, a balloon payment of principal at maturity. These investments may include whole loan participations and/or pari passu participations within such loans.

Commercial Mortgage Backed Securities (“CMBS”). We invest in or acquire secured real estate related securities such as rated and non-rated CMBS generally secured by a single asset or a loan to a single borrower secured by a cross-collateralized portfolio of assets.

Mezzanine Loans, Preferred Equity and Other Real-Estate Related Debt Instruments. We may also invest in or originate loans made to commercial property owners that are secured by pledges of the borrower’s ownership interests in the property and/or the property owner, subordinate to whole mortgage loans secured by a first lien on the property. These loans are senior to the borrower’s equity in the property. These loans may be tranched into senior and junior mezzanine loans, with junior mezzanine loans secured by a pledge of the equity interests in the more junior mezzanine borrower. Mezzanine lenders typically have different, and at times more limited, rights compared to more senior lenders, including, following a default on the senior

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loan, the right, for a period of time, to cure defaults under the senior loan and any senior mezzanine loan and purchase the senior loan and any senior mezzanine loan. Subject to the terms negotiated with, and the rights of, the senior lenders, mezzanine lenders typically have the right to foreclose on their equity interest and become the direct or indirect owner of the property.

We may also invest in or originate other commercial real estate-related debt instruments such as subordinated mortgage interests, preferred equity, note financing, unsecured loans to owners and operators of real estate assets, and commercial real estate collateralized loan obligations (“CRE CLOs”). Additionally, we may make investments that are subordinate to any mortgage or mezzanine loan, but senior to the common equity of the mortgage borrower or owner of a mortgage borrower, as applicable. Preferred equity investments typically pay a preferred return from the investment’s cash flow rather than interest payments and often have the right for such preferred return to accrue if there is insufficient cash flow for current payment. These interests are not secured by the underlying real estate, but upon the occurrence of a default, the preferred equity provider typically has the right to effect a change of control with respect to the ownership of the property.

Corporate Senior Loans. We may also invest in or originate certain syndicated or directly originated liquid and less liquid corporate senior loans.

In evaluating prospective loan or other credit investments, CMFT Management will consider factors such as the following:

•the condition and use of the collateral securing the loan;

•current and projected cash flows of the collateral securing the loan;

•expected levels of rental and occupancy rates of the property securing the loan;

•the potential for increased expenses and capital expense requirements;

•the loan-to-value ratio of the investment;

•the debt service coverage ratio of the investment;

•the degree of liquidity of the investment;

•the quality, experience and creditworthiness of the borrower;

•general economic conditions in the area where the collateral is located;

•the strength and structure and loan covenants; and

•other factors that CMFT Management believes are relevant.

Because the factors considered, including the specific weight we place on each factor, will vary for each prospective investment, we do not, and are not able to, assign a specific weight or level of importance to any particular factor.

Outside of our investment guidelines, we do not have any policies directing the portion of our assets that may be invested in any particular asset type. However, we recognize that certain types of loans, such as mezzanine loans, are subject to more risk than others, such as loans secured by first deeds of trust or first priority mortgages on income-producing, fee-simple properties. CMFT Management will evaluate the risk associated with a loan when evaluating its decision to invest, and in determining the rate of interest on the loan.

Depending on the type and classification of our credit investments, we may hold a credit investment until maturity or sell prior to maturity. Circumstances may arise that could cause us to determine to sell a credit investment earlier than anticipated if we believe the sale of the investment would be in the best interests of our stockholders. The determination of whether a particular investment should be sold or otherwise disposed of will be made after considerations of relevant factors, including prevailing and projected economic conditions, quality and stability of real estate value and operating cash flow, performance against underwritten business plan, financial condition of the sponsor, borrower and guarantor(s), and whether disposition of the investment would increase cash flows.

Our credit investments may be subject to regulation by federal, state and local authorities and subject to various laws and judicial and administrative decisions imposing various requirements and restrictions, including among other things, regulating credit granting activities, establishing maximum interest rates and finance charges, requiring disclosures to customers, governing secured transactions and setting collection, repossession and claims handling procedures and other trade practices. In addition, certain states have enacted legislation requiring the licensing of mortgage bankers or other lenders and these requirements may affect our ability to effectuate our proposed investments in loans. Commencement of operations in these or other jurisdictions may be dependent upon a finding of our financial responsibility, character and fitness. We may determine not to make loans in any jurisdiction in which the regulatory authority determines that we have not complied in all material respects with applicable requirements.

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Types of Investments — Commercial Real Estate Property Investments

We have acquired, and may continue to acquire, either directly or through co-investing in a joint venture agreement, income-producing retail, industrial and office properties that are primarily leased to single, creditworthy tenants under long-term net leases, strategic to the tenants’ operations and are geographically diversified.

Many of our retail properties are, and we anticipate that future properties will predominantly be, leased to retail tenants in the chain or franchise retail industry, including, but not limited to, convenience stores, drug stores and restaurant properties, as well as leased to large national retailers as stand-alone properties. Our industrial and office properties are leased to companies operating in a wide variety of industries. CMFT Management monitors industry trends and identifies properties on our behalf that serve to provide a favorable return balanced with risk. We generally intend to hold each property for a period in excess of five years.

By acquiring a large number of properties, we believe that lower than expected results of operations from one or a few investments will not necessarily preclude our ability to realize our investment objective of generating cash flows from our overall portfolio. Since we acquire properties that are geographically diverse, we expect to minimize the potential adverse impact of economic slowdowns or downturns in local markets.

To the extent feasible, we seek to achieve a well-balanced portfolio diversified by geographic location, age and lease maturities of the various properties. We pursue properties leased to tenants representing a variety of industries to avoid concentration in any one industry. We generally target properties with lease terms in excess of ten years. We have acquired and may continue to acquire properties with shorter lease terms if the property is in an attractive location, if the property is difficult to replace, or if the property has other significant favorable attributes. We expect that these acquisitions will provide long-term value by virtue of their size, location, quality and condition, and lease characteristics.

We expect, in most instances, to continue to acquire properties with existing double-net or triple-net leases. “Net” leases mean leases that typically require tenants to pay all or a majority of the operating expenses, including real estate taxes, special assessments and sales and use taxes, utilities, maintenance, insurance and building repairs related to the property, in addition to the lease payments. Triple-net leases typically require the tenant to pay all costs associated with a property (e.g., real estate taxes, insurance, maintenance and repairs, including roof, structure and parking lot). Double-net leases typically hold the landlord responsible for the capital expenditures for the roof and structure, while the tenant is responsible for all lease payments and remaining operating expenses associated with the property (e.g., real estate taxes, insurance and maintenance). We believe that properties under long-term triple-net and double-net leases offer a distinct investment advantage since these properties generally require less management and operating capital, have less recurring tenant turnover and, with respect to single-tenant properties, often offer superior locations that are less dependent on the financial stability of adjoining tenants. We expect that double-net and triple-net leases will help ensure the predictability and stability of our expenses, which we believe will result in greater predictability and stability of our cash distributions to stockholders. Not all of our properties are, or will be subject to, net leases. We have acquired and may continue to acquire properties with tenants subject to “gross” leases. “Gross” leases means leases that typically require the tenant to pay a flat rental amount and we would pay for all property charges regularly incurred as a result of our owning the property. When spaces in a property become vacant, existing leases expire, or we acquire properties under development or requiring substantial refurbishment or renovation, we generally expect to enter into net leases.

There is no limitation on the number, size or type of properties that we may acquire, or on the percentage of net proceeds of the Offerings (as defined below) that may be used to acquire a single property. The number and mix of properties comprising our portfolio will depend upon real estate market conditions and other circumstances existing at the time we acquire properties, and the amount of capital we have available for acquisitions. We will not forgo acquiring a high-quality asset because it does not precisely fit our expected portfolio composition.

We incur debt to acquire properties when CMFT Management determines that incurring such debt is in our best interests and in the best interests of our stockholders. In addition, from time to time, we have acquired and may continue to acquire some properties without financing and later incur mortgage debt secured by one or more of such properties if favorable financing terms are available. We use the proceeds from these loans to acquire additional properties. See “— Financing Strategy” below for a more detailed description of our borrowing intentions and limitations.

In evaluating potential property acquisitions consistent with our investment objectives, CMFT Management applies a well-established underwriting process to determine the creditworthiness of potential tenants. We consider a tenant to be creditworthy if we believe that the tenant has sufficient assets, cash flow generation and stability of operations to meet its obligations under the lease. Similarly, CMFT Management applies credit underwriting criteria to possible new tenants when we are leasing properties in our portfolio. Many of the tenants of our properties are, and we expect will continue to be, international, national or regional companies that are creditworthy entities having high net worth and operating income. CMFT Management’s underwriting process includes analyzing the financial data and other available information about the tenant, such as income

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statements, balance sheets, net worth, cash flows, business plans, data provided by industry credit rating services, and/or other information CMFT Management may deem relevant. Generally, these tenants must have a proven track record in order to meet the credit tests applied by CMFT Management. In addition, we may obtain guarantees of leases by the corporate parent of the tenant, in which case CMFT Management will analyze the creditworthiness of the corporate parent.

CMFT Management has substantial discretion with respect to the selection of our specific acquisitions, subject to our investment guidelines. In pursuing our investment objectives and making investment decisions on our behalf, CMFT Management evaluates the proposed terms of the acquisition against all aspects of the transaction, including the condition and financial performance of the asset, the terms of existing leases and the creditworthiness of the tenant, and property location and characteristics. Because the factors considered, including the specific weight we place on each factor, vary for each potential acquisition, we do not, and are not able to, assign a specific weight or level of importance to any particular factor.

CMFT Management procures and reviews an independent valuation estimate on each and every proposed acquisition. In addition, CMFT Management, to the extent such information is available, considers the following:

•tenant rolls and tenant creditworthiness;

•a property condition report;

•unit level store performance for retail properties;

•strategic importance of the asset to the tenant for industrial and office properties;

•property location, visibility and access;

•age of the property, physical condition and curb appeal;

•neighboring property uses;

•local market conditions including vacancy rates and market rents;

•area demographics, including trade area population and average household income;

•neighborhood growth patterns and economic conditions;

•presence of nearby properties that may positively or negatively impact store sales at the subject property; and

•lease terms, including length of lease term, scope of landlord responsibilities, presence and frequency of contractual rental increases, renewal option provisions, exclusive and permitted use provisions, co-tenancy requirements and termination options.

CMFT Management also reviews the terms of each existing lease by considering various factors, including:

•rent escalations;

•remaining lease term;

•renewal option terms;

•tenant purchase options;

•termination options;

•scope of the landlord’s maintenance, repair and replacement requirements;

•projected net cash flow yield; and

•projected internal rates of return.

The Board has adopted a policy to prohibit acquisitions from affiliates of CMFT Management unless a majority of our directors (including a majority of our independent directors) not otherwise interested in the transaction determine that the transaction is fair and reasonable to us and certain other conditions are met.

In the purchasing, leasing and development of properties, we are subject to risks generally incident to the ownership of real estate. Refer to Part I, Item 1A. Risk Factors — Risks Associated with Our Real Estate Segment in this Annual Report on Form 10-K.

We generally intend to hold each property we acquire for an extended period, generally in excess of five years. Holding periods for other real estate-related assets may vary. Circumstances might arise that could cause us to determine to sell an asset before the end of the expected holding period if we believe the sale of the asset would be in the best interests of our stockholders. The determination of whether a particular asset should be sold or otherwise disposed of will be made after consideration of relevant factors, including prevailing and projected economic conditions, current tenant rolls and tenant creditworthiness, whether we could apply the proceeds from the sale of the asset to acquire other assets, whether disposition of the asset would increase cash flows, and whether the sale of the asset would be a prohibited transaction under the Code or otherwise impact our status as a REIT for federal income tax purposes. During the year ended December 31, 2023, we sold 188

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properties for an aggregate gross sales price of $925.9 million, resulting in net proceeds of $914.4 million after closing costs and a net gain of $44.4 million.

Financing Strategy

We believe that utilizing borrowings to make investments is consistent with our investment objective of maximizing the return to stockholders. By operating on a leveraged basis, we have more funds available for acquiring properties or credit investments. This allows us to make more investments than would otherwise be possible, potentially resulting in a more diversified portfolio.

The amount of leverage we use is determined by our manager, taking into account a variety of factors, which may include the anticipated liquidity and price volatility of target assets in our investment portfolio, the potential for losses and extension risk in our investment portfolio, the gap between the duration of assets and liabilities, including hedges, the availability and cost of financing the assets, the creditworthiness of our financing counterparties, the health of the global economy and commercial and residential mortgage markets, the outlook for the level, slope, and volatility of interest rate movement, the credit quality of our target assets and the type of collateral underlying such target assets. In utilizing leverage, we seek to enhance equity returns. As appropriate, we seek to match the tenor, currency, and indices of our assets and liabilities, including in certain instances through the use of derivatives. When possible, we will also seek to limit the risks associated with recourse borrowing and the amount of spread mark-to-market.

As of December 31, 2023, our ratio of debt to total gross assets net of gross intangible lease liabilities was 63.2%.

The following table details our outstanding financing arrangements and borrowing capacity as of December 31, 2023 (in thousands):

	Portfolio Financing Outstanding Principal Balance		Maximum Capacity (1)
Notes payable – variable rate debt	$	622,841	$	622,841
ABS mortgage notes	758,520		758,520
Credit facilities	490,500		850,000
Repurchase facilities	2,067,264		3,149,602		(2)
Total portfolio financing	$	3,939,125	$	5,380,963

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(1)Subject to borrowing availability.

(2)Facilities under the J.P. Morgan Repurchase Facility (as defined in Note 10 — Repurchase Facilities, Notes Payable and Credit Facilities to the consolidated financial statements in this Annual Report on Form 10-K) carry no maximum facility size.

Subject to maintaining our qualification as a REIT, from time to time, we engage in hedging transactions that seek to mitigate the effects of fluctuations in interest rates or currencies on our cash flows. These hedging transactions could take a variety of forms, including interest rate or currency swaps or cap agreements, options, futures contracts, forward rate or currency agreements or similar financial instruments.

We may attempt to reduce interest rate risk and to minimize exposure to interest rate fluctuations through the use of match funded financing structures, when appropriate, whereby we may seek (1) to match the maturities of our debt obligations with the maturities of our assets, and (2) to match the interest rates on our assets with like-kind debt (i.e., we may finance floating rate assets with floating rate debt and fixed-rate assets with fixed-rate debt), directly or through the use of interest rate swap agreements or other financial instruments, or through a combination of these strategies. We expect these instruments will allow us to minimize, but not eliminate, the risk that we may have to refinance our liabilities before the maturities of our assets and to reduce the impact of changing interest rates on our earnings.

Our ability to increase our diversification through borrowing may be adversely impacted if banks and other lending institutions reduce the amount of funds available for borrowing. When interest rates are high or financing is otherwise unavailable on a timely basis, our ability to make additional investments will be restricted and we may not be able to adequately diversify our portfolio. See Part I, Item 1A. Risk Factors — Risks Associated with Debt Financing in this Annual Report on Form 10-K.

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Our Offerings

We commenced our initial public offering in January 2012 on a “best efforts” basis of up to $2.975 billion in shares of common stock (the “Initial Offering”), including $475.0 million in shares allocated to our distribution reinvestment plan (the “DRIP”). In addition, we registered $247.0 million in shares of common stock under the DRIP (the “Initial DRIP Offering”) on December 19, 2013 and an additional $600.0 million in shares of common stock under the DRIP (the “Secondary DRIP Offering,” and together with the Initial DRIP Offering, the “DRIP Offerings,” and the DRIP Offerings collectively with the Initial Offering, the “Offerings”) on August 2, 2016. We continue to issue shares of common stock under the Secondary DRIP Offering. As of December 31, 2023, we had issued approximately $471.3 million in shares of common stock under the Secondary DRIP Offering.

Net Asset Value

Our Board establishes an estimated per share net asset value (“NAV”) of the Company’s common stock for purposes of assisting broker-dealers in meeting their customer account statement reporting obligations under Financial Industry Regulatory Authority (“FINRA”) Rule 2231.

The historical estimated per share NAV of our common stock approved by the Board are set forth below:

Effective Date of Valuation	NAV per Share
October 1, 2015	$	9.70
November 14, 2016	$	9.92
March 28, 2017	$	10.08
March 29, 2018	$	9.37
March 26, 2019	$	8.65
March 30, 2020	$	7.77
May 29, 2020	$	7.26
August 14, 2020	$	7.31
May 26, 2021	$	7.20
December 21, 2022	$	6.57
November 14, 2023	$	6.31
March 1, 2024	$	6.09

For participants in the DRIP, distributions are reinvested in shares of our common stock under the DRIP at the most recent estimated per share NAV as determined by our Board. As of December 31, 2023, the estimated per share NAV of our common stock was $6.31, which was established by the Board on November 9, 2023 using a valuation date of September 30, 2023. Effective on March 1, 2024, the Board established an updated estimated per share NAV of our common stock, using a valuation date of January 31, 2024, of $6.09 per share. Commencing on March 1, 2024, distributions are reinvested in shares of our common stock under the DRIP at a price of $6.09 per share and $6.09 per share serves as the most recent estimated per share NAV for purposes of the share redemption program. We have not made any adjustments to the valuation of our estimated per share NAV for the impact of other transactions occurring subsequent to February 29, 2024. See Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Share Redemption Program in this Annual Report on Form 10-K for a discussion of our share redemption program.

Conflicts of Interest

We are subject to various conflicts of interest arising out of our relationship with CMFT Management and its affiliates, including conflicts related to the arrangements pursuant to which we compensate CMFT Management and its affiliates.

Allocation of Investment Opportunities

Acquisition opportunities will be allocated among the programs sponsored by CIM pursuant to an asset allocation policy adopted by our Board. In the event that an acquisition opportunity has been identified that may be suitable for one or more of the other programs sponsored by CIM, and for which more than one such entity has sufficient uninvested funds, then an allocation committee, which is comprised of employees of CIM or their respective affiliates (the “Allocation Committee”), will examine the following factors, among others, in determining the entity for which the acquisition opportunity is most appropriate:

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•the investment guidelines and/or restrictions, if any, set forth in each entity’s governing documents;

•the entity’s risk and return profile;

•the suitability/priority of the investment for each entity;

•the entity’s available capital for investment;

•the aggregate capital committed to each entity;

•the age/vintage of the entity’s account for fund, and the remaining term of the investment period, if any.

In considering the priority of an investment for an entity, the Allocation Committee may consider, among other factors, whether:

•the investment opportunity is contiguous or proximate to an existing investment;

•the investment opportunity is being made in conjunction with the strategic expansion plans of an existing investment;

•the investment opportunity is being pursued with a sponsor/partner that is also a sponsor/partner in an existing investment;

•There are economic ties/relationships between the investment opportunity and an existing investment; and

•the size and/or product type of the investment opportunity enhances existing diversification within the entity’s portfolio.

If, in the judgment of the Allocation Committee, the acquisition opportunity may be equally appropriate for more than one program, then a strict rotation schedule will be employed whereby such entities will be offered the relevant investment opportunity on a rotation schedule in the order of their inception dates, from the latest to the earliest inception dates.

Investments that are managed by the Sub-Advisor are allocated pursuant to the Sub-Advisor's investment allocation policies.

We may enter into certain transactions with CMFT Management or its affiliates, including other real estate programs managed by CIM, which are subject to inherent conflicts of interest. Similarly, joint ventures involving affiliates of CMFT Management also give rise to conflicts of interest. In addition, our Board may encounter conflicts of interest in enforcing our rights against any affiliate of CMFT Management in the event of a default by or disagreement with an affiliate or in invoking powers, rights or options pursuant to any agreement between us and CMFT Management, any of its affiliates or another real estate program sponsored by affiliates of CIM.

Fees and Other Compensation paid to CMFT Management and Its Affiliates

We have incurred, and expect to continue to incur, fees and expenses payable to CMFT Management and its affiliates in connection with the management of our assets.

Management Agreement. Pursuant to the Management Agreement, in connection with the services provided by our manager, our manager receives a management fee, payable quarterly in arrears, equal to the greater of (a) $250,000 per annum ($62,500 per quarter) and (b) 1.50% per annum (0.375% per quarter) of the Company’s Equity (as defined in the Management Agreement). In addition, our manager shall receive Incentive Compensation (as defined in the Management Agreement), payable with respect to each quarter, which is generally equal to the excess of (a) the product of (i) 20% and (ii) the excess of (A) Core Earnings (as defined in the Management Agreement) of the Company for the previous 12-month period, over (B) the product of (1) the Company’s Consolidated Equity (as defined in the Management Agreement) in the previous 12-month period, and (2) 7% per annum, over (b) the sum of any Incentive Compensation paid to our manager with respect to the first three calendar quarters of such previous 12-month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). In addition, our manager generally shall continue to be entitled to reimbursement for costs and expenses to the extent incurred on behalf of the Company in accordance with the Management Agreement.

The Management Agreement had an initial three-year term and shall be deemed renewed automatically each year thereafter for an additional one-year period unless the Company provides 180 days’ written notice of termination to the manager after the affirmative vote of 2/3 of the Company’s independent directors. If the Management Agreement is terminated without cause, the manager shall receive a termination fee equal to three times the sum of (a) the average annual management fee and (b) the average annual Incentive Compensation during the 24-month period prior to the termination.

Investment Advisory and Management Agreement. Pursuant to the Investment Advisory and Management Agreement, our Investment Advisor shall receive an investment advisory fee (the “Investment Advisory Fee”), payable quarterly in arrears, equal to 1.50% per annum (0.375% per quarter) of CMFT Securities’ Equity (as defined in the Investment Advisory and Management Agreement). In addition, the Investment Advisor is eligible to receive incentive compensation, as described

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below. In the event that an Incentive Fee is earned and payable with respect to any quarter under the Management Agreement, our manager will calculate the portion of the Incentive Fee that was attributable to the assets managed by our Investment Advisor and payable to the Investment Advisor. Because the assets that are managed by our Investment Advisor are excluded from the calculation of Management Fees payable by the Company to our manager under the Management Agreement, the total management and advisory fees payable by us to our external advisors are not increased as a result of entering into the Investment Advisory and Management Agreement. Pursuant to the Investment Advisory and Management Agreement, CMFT Securities will reimburse the Investment Advisor for costs and expenses incurred by the Investment Advisor on its behalf.

The Investment Advisory and Management Agreement was initially for a term of three years and shall be deemed renewed automatically each year thereafter for an additional one-year period unless CMFT Securities provides 180 days’ written notice of termination to the Investment Advisor after the affirmative vote of 2/3 of our independent directors, or if the Investment Advisor provides 180 days’ written notice of termination to CMFT Securities. If the Investment Advisory and Management Agreement is terminated without cause by CMFT Securities, the Investment Advisor shall receive a termination fee equal to three times the sum of (a) the average annual Investment Advisory Fee and (b) the average annual Securities Manager Incentive Compensation, as that term is defined in the Investment Advisory and Management Agreement, during the 24-month period prior to the termination. CMFT Securities is not required to pay the termination fee if the Investment Advisor terminates the Investment Advisory and Management Agreement, or if the Investment Advisory and Management Agreement is terminated for cause.

On a quarterly basis, the Investment Advisor shall designate 50% of the sum of its Investment Advisory Fee and any incentive compensation payable to the Investment Advisor, as described above, as sub-advisory fees. The sub-advisory fees shall be paid by our Investment Advisor ratably, as determined pursuant to the Sub-Advisory Agreement, to the Sub-Advisor and any other sub-advisers that provide services to CMFT Securities. Either party may terminate the Sub-Advisory Agreement with 30 days’ prior written notice to the other party.

Human Capital Resources

We are operated by affiliates of CIM and have no direct employees. We have entered into the Management Agreement with CMFT Management, and the Investment Advisory and Management Agreement with our Investment Advisor, pursuant to which CMFT Management has agreed to provide, or arrange for other service providers to provide, management and administrative services to us and our subsidiaries, and our Investment Advisor has agreed to provide investment advisory services to CMFT Securities for the assets it manages.

Competition

In our lending and investing activities, we compete for opportunities with a variety of institutional lenders and investors, including other REITs, specialty finance companies, public and private, commercial and investment banks, commercial finance and insurance companies and other financial institutions. Several other REITs and other investment vehicles have raised significant amounts of capital, and may have investment objectives that overlap with ours, which may create additional competition for lending and investment opportunities. Some competitors may have a lower cost of funds and access to funding sources, such as the U.S. Government, that are not available to us. Many of our competitors are not subject to the operating constraints associated with REIT compliance or maintenance of an exclusion from regulation under the Investment Company Act. In addition, some of our competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of loans and investments, offer more attractive pricing or other terms and establish more relationships than us. Furthermore, competition for originations of and investments in our target assets may lead to the yields of such assets decreasing, which may further limit our ability to generate satisfactory returns.

Similarly, as we purchase properties, we are in competition with other potential buyers for the same properties and may have to pay more to purchase the property than if there were no other potential acquirers or we may have to locate another property that meets our acquisition criteria. Regarding the leasing efforts of our owned properties, the leasing of real estate is highly competitive in the current market, and we may continue to experience competition for tenants from owners and managers of competing projects. As a result, we may have to provide free rent, incur charges for tenant improvements, or offer other inducements, or we might not be able to timely lease the space, all of which may have an adverse impact on our results of operations. At the time we elect to dispose of our properties, we may also be in competition with sellers of similar properties to locate suitable purchasers for our properties. See the section captioned “— Conflicts of Interest” above.

Available Information

We electronically file our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports with the SEC. We also file registration statements, amendments to our registration statements, and/or supplements to our prospectus in connection with any of our offerings with the SEC. Copies of our filings

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with the SEC are available on our sponsor’s website, http://www.cimgroup.com, free of charge. The information on our sponsor’s website is not incorporated by reference into this Annual Report on Form 10-K. Copies of our filings with the SEC may also be obtained from the SEC’s website, http://www.sec.gov. Access to these filings is free of charge.

ITEM 1A.    RISK FACTORS

Risk Factor Summary

Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face, and stockholders should carefully consider the following summary, together with the full risk factors contained below in this “Risk Factors” section and all the other information included in this Annual Report on Form 10-K, in evaluating the Company and our business. If any of the following risks actually occur, our business, financial condition and results of operations could be materially and adversely affected, and stockholders may lose all or part of their investment. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

Risks Related to Our Company

•We intend to identify additional credit investments, properties and other real estate-related assets we intend to purchase. For this and other reasons, an investment in our shares is speculative.

•There is no public trading market for our common stock, and there may never be one because, while we intend to pursue a listing of our common stock on a national securities exchange, we cannot make assurances that such a listing will occur, and we are not required to provide for a liquidity event.

•Our estimated per share NAV is an estimate as of a given point in time and likely will not represent the amount of net proceeds that would result if we were liquidated or dissolved or completed a merger or other sale.

•We may be unable to pay or maintain cash distributions or increase distributions over time.

•Cybersecurity risks and cyber incidents may adversely affect our business in the event we or our manager, our transfer agent or any other party that provides us with essential services experiences cyber incidents.

•If we, our operating partnership and any other subsidiaries do not maintain exemptions from registration under the Investment Company Act, we will be subject to significant regulations and restrictions on our business and investments, which could materially and adversely impact us.

Risks Associated with Our Credit Segment

•Investing in mortgage, bridge or mezzanine loans could adversely affect our return on our loan investments.

•We are subject to risks relating to real estate-related securities, including CMBS.

•We operate in a highly competitive market for lending and investment opportunities, which may limit our ability to originate or acquire desirable loans and investments in our target assets.

•Commercial real estate-related investments that are secured, directly or indirectly, by real property are subject to delinquency, foreclosure and loss, which could result in losses to us.

Risks Associated with Our Real Estate Segment

•Adverse economic, regulatory and geographic conditions that have an impact on the real estate market in general may prevent us from being profitable or from realizing growth in the value of our real estate properties and could have a significant negative impact on us.

•We are dependent on single-tenant leases for our revenue and, accordingly, if we are unable to renew leases, lease vacant space, including vacant space resulting from tenant defaults, or re-lease space as leases expire on favorable terms or at all, our financial condition could be adversely affected.

•We have assumed, and in the future may assume, liabilities in connection with our property acquisitions, including unknown liabilities.

•Pandemics or other health crises, such as the outbreak of COVID-19 and the emergence of any future variants thereof, may adversely affect our business and/or operations, our tenants’ financial condition and the profitability of our properties.

•Income from our long-term leases is an important source of our cash flow from operations and is subject to risks related to increases in expenses and inflation.

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Risks Related to Conflicts of Interest

•Our manager and its affiliates face conflicts of interest caused by their compensation arrangements with us, including significant compensation that may be required to be paid to our manager if our manager is terminated.

•Our officers, certain of our directors and our manager, including its personnel and officers, face conflicts of interest related to the positions they hold with affiliated and unaffiliated entities.

Risks Related to Our Corporate Structure

•Our stockholders’ interest in us will be diluted if we issue additional shares.

•The limit on the percentage of shares of our common stock that any person may own may discourage a takeover or business combination that may benefit our stockholders.

Risks Associated with Debt Financing

•We have incurred mortgage indebtedness and other borrowings, which may increase our business risks, hinder our ability to make distributions, and decrease the value of our stockholders’ investment.

•Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.

U.S. Federal Income and Other Tax Risks

•Failure to maintain our qualification as a REIT for U.S. federal income tax purposes would cause us to be taxed as a regular domestic corporation, which would adversely affect our operations and our ability to make distributions.

•We could be subject to a material tax liability if our sales of properties are treated as prohibited transactions.

•We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the value of our common stock.

•To maintain our REIT status, we may have to borrow funds on a short-term basis during unfavorable market conditions.

•Compliance with REIT requirements may cause us to forego otherwise attractive opportunities, which may hinder or delay our ability to meet our investment objectives and reduce our stockholders’ overall return.

Risks Related to Our Company

We intend to identify additional credit investments, properties and other real estate-related assets we intend to purchase. For this and other reasons, an investment in our shares is speculative.

We intend to identify additional credit investments, properties and other real estate-related assets in which to invest. We have established policies relating to the types of assets we will acquire and the creditworthiness of tenants of our properties or other investment opportunities, but our manager has wide discretion in implementing these policies, subject to the oversight of our Board. Additionally, subject to our investment guidelines, our manager has discretion to determine the location, number and size of our investments and the percentage of net proceeds we may dedicate to a single investment. As a result, you will not be able to evaluate the economic merit of our future investments until after such investments have been made. Therefore, an investment in our shares is speculative.

Our stockholders should consider our prospects in light of the risks, uncertainties and difficulties frequently encountered by companies that, like us, have not identified all investments they intend to originate or purchase. To be successful in this market, we and our manager must, among other things:

•identify and make investments that further our investment objectives;

•rely on our manager and its affiliates to attract, integrate, motivate and retain qualified personnel to manage our day-to-day operations;

•respond to competition for our targeted credit investments, real estate and other assets;

•rely on our manager and its affiliates to continue to build and expand our operations structure to support our business; and

•be continuously aware of, and interpret, marketing trends and conditions.

We may not succeed in achieving these goals, and our failure to do so could cause our stockholders to lose all or a portion of their investment.

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There is no public trading market for our common stock, and there may never be one.

Our common stock is not currently publicly traded, and while we intend to pursue a listing of our common stock on a national securities exchange, we cannot make assurances that such a listing will occur. In addition, we do not have a fixed date or method for providing stockholders with liquidity. We expect that our Board will make that determination in the future based, in part, upon advice from our manager. If our stockholders are able to find a buyer for their shares, our stockholders will likely have to sell them at a substantial discount to the most recent estimated per share NAV of our common stock of $6.09 as of January 31, 2024. It also is likely that our common stock will not be accepted as the primary collateral for a loan. Therefore, shares of our common stock should be considered illiquid and a long-term investment, and our stockholders must be prepared to hold their shares of our common stock for an indefinite length of time.

Our stockholders are limited in their ability to sell their shares pursuant to our share redemption program and may have to hold their shares for an indefinite period of time.

Our share redemption program allows our stockholders to sell shares of our common stock to us in limited circumstances, subject to numerous restrictions. Subject to funds being available, we generally limit the number of shares redeemed pursuant to our share redemption program to no more than 5% of the weighted average number of shares outstanding during the trailing 12 months prior to the end of the fiscal quarter for which the redemption is being paid. In addition, we intend to limit quarterly redemptions to approximately 1.25% of the weighted average number of shares outstanding during the trailing 12-month period ending on the last day of the fiscal quarter, and funding for redemptions for each quarter generally is limited to the net proceeds we receive from the sale of shares in the respective quarter under the DRIP. Any of the foregoing limits might prevent us from accommodating all redemption requests made in any fiscal quarter or in any 12-month period. During the past 28 quarters, excluding those when the suspension of the share redemption program was in effect, quarterly redemptions were honored on a pro rata basis, as requests for redemption exceeded the quarterly redemption limits described above. The Board may amend the terms of, suspend, or terminate our share redemption program without stockholder approval at any time if it believes that such action is in the best interest of our stockholders, and our management may reject any request for redemption. These restrictions severely limit our stockholders’ ability to sell their shares should they require liquidity and limit our stockholders’ ability to recover the amount they invested or the fair market value of their shares.

Our estimated per share NAV is an estimate as of a given point in time and likely will not represent the amount of net proceeds that would result if we were liquidated or dissolved or completed a merger or other sale.

The methodology used by our Board in reaching an estimated per share NAV of our common stock is based upon a number of estimates, assumptions, judgments and opinions that may, or may not, prove to be correct. The use of different estimates, assumptions, judgments or opinions may have resulted in significantly different estimates of the per share NAV of our common stock. Also, the estimated per share NAV of our common stock reflects an estimate as of a given point in time and will fluctuate over time as a result of, among other things, developments related to individual assets and changes in the real estate and capital markets. In addition, our Board’s estimate of the per share NAV is not based on the book values of our real estate, as determined by accounting principles generally accepted in the United States of America (“GAAP”), as our book value for most real estate is based on the amortized cost of the property, subject to certain adjustments. Furthermore, in reaching an estimate of the per share NAV of our common stock, our Board did not include, among other things, a discount for debt that may include a prepayment obligation or a provision precluding assumption of the debt by a third party.

As a result, there can be no assurance that:

•stockholders would be able to realize the estimated per share NAV even if they were able to sell their shares of our common stock; or

•we will be able to achieve, for our stockholders, the estimated per share NAV upon a listing of our shares of common stock on a national securities exchange, a merger, or a sale of our portfolio.

There are currently no SEC, federal or state rules that establish requirements specifying the methodology that we must employ in determining an estimated per share NAV. However, in accordance with the rules of FINRA, the determination of the estimated per share NAV of our common stock must be conducted by, or with the material assistance or confirmation of, a third-party valuation expert and must be derived from a methodology that conforms to standard industry practice.

We may be unable to pay or maintain cash distributions or increase distributions over time.

There are many factors that can affect the availability and timing of cash distributions to our stockholders. Distributions are based primarily on cash flows from operations. The amount of cash available for distributions is affected by many factors, such as the performance of our manager in selecting investments for us to make, selecting tenants for our properties and securing financing arrangements, our ability to make investments, the amount of income we receive from our investments, and our

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operating expense levels, as well as many other variables. We may not always be in a position to pay distributions to our stockholders and any distributions we do make may not increase over time. In addition, our actual results may differ significantly from the assumptions used by our Board in establishing the distribution rate to our stockholders. There also is a risk that we may not have sufficient cash flows from operations to fund distributions required to maintain our REIT status.

We have paid, and may continue to pay, some of our distributions from sources other than cash flows from operations, including borrowings and proceeds from asset sales, which may reduce the amount of capital we ultimately deploy in our operations and may negatively impact the value of our common stock. Additionally, distributions at any point in time may not reflect the current performance of our assets or our current operating cash flows.

Our organizational documents permit us to pay distributions from any source, including net proceeds from public or private offerings, borrowings or advances and the deferral of fees and expense reimbursements by our manager, in our sole discretion. To the extent that cash flows from operations have been or are insufficient to fully cover our distributions to our stockholders, we have paid, and may continue to pay, some of our distributions from sources other than cash flows from operations. Such sources may include borrowings, proceeds from asset sales or the sale of our securities. We have no limits on the amounts we may use to pay distributions from sources other than cash flows from operations. The payment of distributions from sources other than cash provided by operating activities may reduce the amount of proceeds available for acquisitions, originations and operations or cause us to incur additional interest expense as a result of borrowed funds and may cause subsequent holders of our common stock to experience dilution. This may negatively impact the value of our common stock.

Because the amount we pay in distributions may exceed our earnings and our cash flows from operations, distributions may not reflect the current performance of our assets or our current operating cash flows. To the extent distributions exceed cash flows from operations, distributions may be treated as a return of our stockholders’ investment and could reduce their basis in our common stock. A reduction in a stockholder’s basis in our common stock could result in the stockholder recognizing more gain upon the disposition of his or her shares, which, in turn, could result in greater taxable income to such stockholder. For more information regarding the sources of distributions for the years ended December 31, 2023 and 2022, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Annual Report on Form 10-K.

The declaration, amount and payment of future cash distributions on our common stock are subject to uncertainty.

All distributions will be declared at the discretion of our Board and will depend on our earnings, our financial condition, REIT distribution requirements, and other factors as our Board may deem relevant from time to time. Our Board is under no obligation or requirement to declare future distributions and will continue to assess our common stock distribution rate on an ongoing basis, as market conditions and our financial position continue to evolve. We cannot assure you that we will achieve results that will allow us to pay distributions on our common stock or that the level of distributions will be maintained or increased.

We have experienced losses in the past, and we may experience additional losses in the future.

We have experienced net losses in the past (calculated in accordance with GAAP), and we may not be profitable or realize growth in the value of our assets. Operating losses may be attributed to start-up costs, general and administrative expenses, depreciation and amortization, as well as acquisition expenses incurred in connection with purchasing properties or making other investments. Our ability to sustain profitability is uncertain and depends on the demand for, and value of, our portfolio of loans and properties. For a further discussion of our operational history and the factors affecting our losses, see Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-K and our accompanying consolidated financial statements and notes thereto.

It may be difficult to accurately reflect material events that may impact the estimated per share NAV of our common stock between valuations and, accordingly, we may issue shares in our DRIP or redeem shares at too high or too low of a price.

Our independent valuation firm calculates estimates of the market value of our principal real estate and real estate-related assets, and our Board determines the net value of our real estate and real estate-related assets and liabilities taking into consideration such estimates provided by the independent valuation firm. The Board is ultimately responsible for determining the estimated per share NAV of our common stock. Since our Board is only required to determine our estimated per share NAV at least annually, there may be changes in the value of our real estate and real estate-related assets that are not fully reflected in the most recent estimated per share NAV of our common stock. As a result, the published estimated per share NAV may not fully reflect changes in value that may have occurred since the prior valuation.

Furthermore, our manager monitors our portfolio, but it may be difficult to reflect changing market conditions or material events that may impact the value of our portfolio between valuations, or to obtain timely or complete information regarding any such events. Therefore, the estimated per share NAV published before the announcement of an extraordinary event may differ

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significantly from our actual per share NAV until such time as sufficient information is available and analyzed, the financial impact is fully evaluated, and the appropriate adjustment is made to our estimated per share NAV, as determined by our Board. Any resulting disparity may be to the detriment of an acquiror of our common stock or a stockholder requesting share redemptions pursuant to our share redemption program. As of December 31, 2023, the Board last established an updated estimated per share NAV of the Company’s shares as of September 30, 2023 on November 9, 2023. On February 29, 2024, the Board established an updated estimated per share NAV of the Company’s shares using a valuation date of January 31, 2024.

Our future success depends to a significant degree upon certain key personnel of our manager. If our manager loses or is unable to attract and retain key personnel, our ability to achieve our investment objectives could be delayed or hindered, which could adversely affect our ability to pay distributions to our stockholders and the value of their investment.

Our success depends to a significant degree upon the contributions of certain executive officers and other key personnel of CIM and our manager. We cannot guarantee that all of these key personnel, or any particular person, will remain affiliated with us, CIM and/or our manager. If any of our key personnel were to cease their affiliation with our manager, our operating results could suffer. We believe that our future success depends, in large part, upon our manager’s ability to hire and retain highly skilled managerial, operational and marketing personnel. Competition for such personnel is intense, and we cannot assure our stockholders that CIM or our manager will be successful in attracting and retaining such skilled personnel. If our manager loses or is unable to obtain the services of key personnel, our ability to implement our investment strategies could be delayed or hindered, and the value of our stockholders’ investment may decline.

If we seek to internalize our management functions in connection with a listing of our shares of common stock on an exchange or other liquidity event, our stockholders’ interest in us could be diluted, and we could incur other significant costs associated with being self-managed.

In the future, we may undertake a listing of our common stock on an exchange or other liquidity event that may involve internalizing our management functions. If our Board determines that it is in our best interest to internalize our management functions, we may negotiate to acquire our manager’s assets and personnel. At this time, we cannot be sure of the form or amount of consideration or other terms relating to any such acquisition. Such consideration could take many forms, including cash payments, promissory notes and shares of our common stock. The payment of such consideration could result in dilution of our stockholders’ interests and could reduce the net income per share attributable to their investment.

Internalization transactions involving the acquisition of advisors affiliated with entity sponsors have also, in some cases, been the subject of litigation. Even if these claims are without merit, we could be forced to spend significant amounts of money defending claims, which would reduce the amount of funds available to operate our business and to pay distributions.

In addition, while we would no longer bear the costs of the various fees and expenses, we expect to pay to our manager under the Management Agreement, our direct expenses would include general and administrative costs, including legal, accounting, and other expenses related to corporate governance, including SEC reporting and compliance. We would also incur the compensation and benefits costs of our officers and other employees and consultants that we now expect will be paid by our manager or its affiliates. If the expenses we assume as a result of an internalization are higher than the expenses we avoid paying to our manager, our net income per share would be lower as a result of the internalization than it otherwise would have been, potentially decreasing the amount of funds available to distribute to our stockholders and the value of our shares.

If we internalize our management functions, we could have difficulty integrating these functions as a stand-alone entity and we may fail to properly identify the appropriate mix of personnel and capital needed to operate as a stand-alone entity. Additionally, upon any internalization of our manager, certain key personnel may not remain with our manager, but will instead remain employees of CIM.

Cybersecurity risks and cyber incidents may adversely affect our business in the event we or our manager, our transfer agent or any other party that provides us with essential services experiences cyber incidents.

We, our manager, our transfer agent and other parties that provide us with services essential to our operations are vulnerable to service interruptions or damages from any number of sources, including computer viruses, malware, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The risk of a security breach or disruption, particularly through cyberattacks or cyber intrusions, including by computer hackers, nation-state affiliated actors, and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased, and will likely continue to increase in the future. Such

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threats are prevalent and continue to rise, are increasingly difficult to detect, and come from a variety of sources, including traditional computer “hackers”, threat actors, “hacktivists”, organized criminal threat actors, personnel (such as through theft or misuse), sophisticated nation states, and nation-state-supported actors. Some actors now engage and are expected to continue to engage in cyberattacks, including, without limitation, nation-state actors for geopolitical reasons and in conjunction with military conflicts and defense activities. During times of war and other major conflicts, we and the third-party service providers upon which we rely may be vulnerable to heightened risk of these attacks, including retaliatory cyberattacks. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our tenant and stockholder relationships. As we and the parties that provide essential services to us increase our and their reliance on technology, the risks posed to the information systems of such persons have also increased. We have implemented processes, procedures and internal controls to help mitigate cyber incidents, but these measures do not guarantee that a cyber incident will not occur or that attempted security breaches or disruptions would not be successful or damaging. A cyber incident could materially adversely impact our business, financial condition, results of operations, cash flows, or our ability to satisfy our debt service obligations or to maintain our level of distributions on common stock. There also may be liability for any stolen assets or misappropriated Company funds or confidential information. Any material adverse effect experienced by our manager, our transfer agent and other parties that provide us with services essential to our operations could, in turn, have an adverse impact on us.

Remote work has become more common among the employees and personnel of our manager and other third-party service providers and has increased risks to the information technology systems and confidential, proprietary and sensitive data of our manager and other third-party service providers as more of those employees utilize network connections, computers and devices outside of the employer’s premises or network, including working at home, while in transit, and in public locations. Those employees working remotely could expose our manager and other third-party service providers to additional cybersecurity risks and vulnerabilities as their systems could be negatively affected by vulnerabilities present in external systems and technologies outside of their control.

If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results.

An effective system of internal control over financial reporting is necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. As part of our ongoing monitoring of internal controls, we may discover material weaknesses or significant deficiencies in our internal controls that we believe require remediation. If we discover such weaknesses, we will make efforts to improve our internal controls in a timely manner. Any system of internal controls, however well designed and operated, is based in part on certain assumptions and can only provide reasonable, not absolute, assurance that the objectives of the system are met. Any failure to maintain effective internal controls, or implement any necessary improvements in a timely manner, could have a material adverse effect on our business, financial condition, results of operations, cash flows or our ability to satisfy our debt service obligations or to maintain our level of distributions on our common stock, or cause us to not meet our reporting obligations. Ineffective internal controls could also cause holders of our securities to lose confidence in our reported financial information, which would likely have a negative effect on our business.

Risks Associated with Our Credit Segment

Investing in mortgage, bridge or mezzanine loans could adversely affect our return on our loan investments.

We have invested, and may continue to invest, in mezzanine loans and may originate or acquire mortgage or bridge loans, or participations in such loans, to the extent our manager determines that it is advantageous for us to do so. However, if we originate or invest in mortgage, bridge or mezzanine loans, we will be at risk of defaults on those loans caused by many conditions beyond our control, including local and other economic conditions affecting real estate values and interest rate levels. If there are defaults under these loans, we may not be able to repossess and sell quickly any properties securing such loans. An action to foreclose on a property securing a loan is regulated by state statutes and regulations and is subject to many of the delays and expenses of any lawsuit brought in connection with the foreclosure if the defendant raises defenses or counterclaims. In the event of default by a mortgagor, these restrictions, among other things, may impede our ability to foreclose on or sell the mortgaged property or to obtain proceeds sufficient to repay all amounts due to us on the loan, which could reduce the value of our investment in the defaulted loan.

We are subject to risks relating to real estate-related securities, including CMBS.

Real estate-related securities are often unsecured and also may be subordinated to other obligations of the issuer. As a result, investments in real estate-related securities may be subject to risks of (1) limited liquidity in the secondary trading market in the case of unlisted or thinly traded securities, (2) substantial market price volatility resulting from changes in prevailing interest rates in the case of traded securities, (3) subordination to the prior claims of banks and other senior lenders to

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the issuer, (4) the operation of mandatory sinking fund or call/redemption provisions during periods of declining interest rates that could cause the issuer to reinvest redemption proceeds in lower yielding assets, (5) the possibility that earnings of the issuer or that income from collateral may be insufficient to meet debt service and distribution obligations and (6) the declining creditworthiness and potential for insolvency of the issuer during periods of rising interest rates and economic slowdown or downturn. These risks may adversely affect the value of outstanding real estate-related securities and the ability of the obliged parties to repay principal and interest or make distribution payments.

CMBS are securities that evidence interests in, or are secured by, a single commercial mortgage loan or a pool of commercial mortgage loans. Accordingly, these securities are subject to the risks above and all of the risks of the underlying mortgage loans. CMBS are issued by investment banks and non-regulated financial institutions and are not insured or guaranteed by the U.S. government. The value of CMBS may change due to shifts in the market’s perception of issuers and regulatory or tax changes adversely affecting the mortgage securities market as a whole and may be negatively impacted by any dislocation in the mortgage-backed securities market in general.

CMBS are also subject to several risks created through the securitization process. Subordinate CMBS are paid interest only to the extent that there are funds available to make payments. To the extent the collateral pool includes delinquent loans, there is a risk that interest payments on subordinate CMBS will not be fully paid. Subordinate CMBS are also subject to greater credit risk than those CMBS that are more highly rated. In certain instances, third-party guarantees or other forms of credit support can reduce the credit risk.

Mezzanine loans, preferred equity and other investments that are subordinated or otherwise junior in an issuer’s capital structure involve greater risks of loss than first mortgage loans.

We may continue to invest in mezzanine loans, which sometimes take the form of subordinated loans secured by second mortgages on the underlying property or more commonly take the form of loans secured by a pledge of the ownership interests of either the entity owning the property or a pledge of the ownership interests of the entity that owns the interest in the entity owning the property. These types of assets involve a higher degree of risk than long‑term senior mortgage lending secured by income‑producing real property because the loan may become unsecured as a result of foreclosure by the senior lender. In the event of a bankruptcy of the entity providing the pledge of its ownership interests as security, we may not have full recourse to the assets of such entity, or the assets of the entity may not be sufficient to satisfy our mezzanine loan. If a borrower defaults on our mezzanine loan or debt senior to our loan, or in the event of a borrower bankruptcy, our mezzanine loan will be satisfied only after the senior debt. As a result, we may not recover some or all of our investment. In addition, mezzanine loans may have higher loan‑to‑value ratios than first mortgage loans, resulting in less equity in the property and increasing the risk of loss of principal. Significant losses related to our mezzanine loans would result in operating losses for us and may limit our ability to make distributions to our stockholders.

We have also made, and may continue to make, preferred equity investments, which involve a higher degree of risk than conventional debt financing due to a variety of factors, including their non-collateralized nature and subordinated ranking to other loans and liabilities of the entity in which such preferred equity is held. Accordingly, if the issuer defaults on our investment, we would only be able to proceed against such entity in accordance with the terms of the preferred security and not against any property owned by such entity. Furthermore, in the event of bankruptcy or foreclosure, we would only be able to recoup our investment after all lenders to, and other creditors of, such entity are paid in full. As a result, we may lose all or a significant part of our investment, which could result in significant losses.

Bridge loans involve a greater risk of loss than traditional mortgage loans on stabilized properties.

We may originate or acquire bridge loans secured by first lien mortgages on a property to borrowers who are typically seeking short-term capital to be used in an acquisition, construction or rehabilitation of a property, or other short-term liquidity needs. The typical borrower under a bridge loan has usually identified an undervalued asset that has been under-managed and/or is located in a recovering market. If the market in which the asset is located fails to recover according to the borrower’s projections, or if the borrower fails to improve the quality of the asset’s management and/or the value of the asset, the borrower may not receive a sufficient return on the asset to satisfy the bridge loan, and we bear the risk that we may not recover some or all of our initial expenditure.

In addition, borrowers usually use the proceeds of a conventional mortgage to repay a bridge loan. A bridge loan therefore is subject to the risk of a borrower’s inability to obtain permanent financing to repay the bridge loan. Bridge loans are also subject to risks of borrower defaults, bankruptcies, fraud, losses and special hazard losses that are not covered by standard hazard insurance. In the event of any default under bridge loans held by us, we bear the risk of loss of principal and non-payment of interest and fees to the extent of any deficiency between the value of the mortgage collateral and the principal amount and unpaid interest of the bridge loan. To the extent we suffer such losses with respect to our bridge loans, the value of our company and the price of our shares of common stock may be adversely affected.

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Our loans and investments expose us to risks associated with debt-oriented real estate investments generally.

We have invested in, and will continue to seek to invest in, debt instruments relating to real estate-related assets. As such, we are subject to, among other things, risk of defaults by borrowers in paying debt service on outstanding indebtedness and to other impairments of our loans and investments. Any deterioration of real estate fundamentals could negatively impact our performance by making it more difficult for borrowers of our mortgage loans, or borrower entities, to satisfy their debt payment obligations, increasing the default risk applicable to borrower entities, and/or making it more difficult for us to generate attractive risk-adjusted returns. Changes in general economic conditions will affect the creditworthiness of borrower entities and/or the value of underlying real estate collateral relating to our investments and may include economic and/or market fluctuations, changes in environmental, zoning and other laws, casualty or condemnation losses, regulatory limitations on rents, decreases in property values, changes in the appeal of properties to tenants, changes in supply and demand, fluctuations in real estate fundamentals, the financial resources of borrower entities, energy supply shortages, various uninsured or uninsurable risks, natural disasters, political events, terrorism and acts of war, changes in government regulations, changes in real property tax rates and/or tax credits, changes in operating expenses, changes in interest rates, changes in inflation rates, changes in the availability of debt financing and/or mortgage funds which may render the sale or refinancing of properties difficult or impracticable, increased mortgage defaults, increases in borrowing rates, negative developments in the economy and/or adverse changes in real estate values generally and other factors that are beyond our control.

We cannot predict the degree to which economic conditions generally, and the conditions for real estate debt investing in particular, will improve or decline. Any declines in the performance of the U.S. and global economies or in the real estate debt markets could have a material adverse effect on our business, financial condition, and results of operations.

Commercial real estate-related investments that are secured, directly or indirectly, by real property are subject to delinquency, foreclosure and loss, which could result in losses to us. We may find it necessary or desirable to foreclose on certain of the loans that we originate or acquire or CMBS that we acquire, and the foreclosure process may be lengthy and expensive.

We may find it necessary or desirable to foreclose on certain of the loans or CMBS that we acquire, and the foreclosure process may be lengthy and expensive. The ability of a borrower to repay a loan secured by an income-producing property typically is dependent primarily upon the successful operation of the property rather than upon the existence of independent income or assets of the borrower. If the net operating income of the property is reduced, the borrower’s ability to repay the loan may be impaired. Net operating income of an income-producing property can be affected by, among other things:

•tenant mix and tenant bankruptcies;

•success of tenant businesses;

•property management decisions, including with respect to capital improvements, particularly in older building structures;

•property location and condition;

•competition from other properties offering the same or similar services;

•changes in laws that increase operating expenses or limit rents that may be charged;

•any liabilities relating to environmental matters at the property;

•changes in global, national, regional, or local economic conditions and/or specific industry segments;

•global trade disruption, significant introductions of trade barriers and bilateral trade frictions;

•declines in global, national, regional or local real estate values;

•declines in global, national, regional or local rental or occupancy rates;

•changes in interest rates, foreign exchange rates, and in the state of the credit and securitization markets and the debt and equity capital markets, including diminished availability or lack of debt financing for commercial real estate;

•changes in real estate tax rates, tax credits and other operating expenses;

•changes in governmental rules, regulations and fiscal policies, including income tax regulations and environmental legislation;

•acts of God, terrorism, social unrest and civil disturbances, which may decrease the availability of or increase the cost of insurance or result in uninsured losses; and

•adverse changes in zoning laws.

The protection of the terms of the applicable loan, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests may not be adequate. Furthermore, claims may be

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asserted by lenders or borrowers that might interfere with enforcement of our rights. Borrowers may resist foreclosure actions by asserting numerous claims, counterclaims and defenses against us, including, without limitation, lender liability claims and defenses, even when the assertions may have no basis in fact, in an effort to prolong the foreclosure action and seek to force the lender into a modification of the loan or a favorable buy-out of the borrower’s position in the loan. In some states, foreclosure actions can take several years or more to litigate. At any time prior to or during the foreclosure proceedings, the borrower may file for bankruptcy or its equivalent, which would have the effect of staying the foreclosure actions and further delaying the foreclosure process and potentially result in a reduction or discharge of a borrower’s debt. Foreclosure may create a negative public perception of the related property, resulting in a diminution of its value, and in the event of any such foreclosure or other similar real estate owned-proceeding, we would also become subject to the various risks associated with direct ownership of real estate, including environmental liabilities. Even if we are successful in foreclosing on a loan, the liquidation proceeds upon sale of the underlying real estate may not be sufficient to recover our cost basis in the loan, resulting in a loss to us. Furthermore, any costs or delays involved in the foreclosure of the loan or a liquidation of the underlying property will further reduce the net proceeds and, thus, increase the loss.

Provisions for credit losses are difficult to estimate.

Our credit loss provision is evaluated on a quarterly basis. The determination of such provision requires us to make certain estimates and judgments, which may be difficult to determine. Our estimates and judgments are based on a number of factors, including projected cash flow from the collateral securing our loans, debt structure, including the availability of reserves and recourse guarantees, likelihood of repayment in full at the maturity of a loan, potential for refinancing and expected market discount rates for varying property types, all of which remain uncertain and are subjective. Our estimates and judgments may not be correct and, therefore, our results of operations and financial condition could be severely impacted.

Under Accounting Standards Update 2016-13, Financial Instruments—Credit Losses—Measurement of Credit Losses on Financial Instruments (Topic 326), we are required to provide allowances for credit losses on certain financial assets carried at amortized cost, such as loans held-for-investment and held-to-maturity debt securities, including related future funding commitments and accrued interest receivable. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement takes place at the time the financial asset is first added to the balance sheet and updated quarterly thereafter. This differs significantly from the “incurred loss” model previously required under GAAP, which delayed recognition until it was probable a loss had been incurred. Accordingly, the current expected credit losses (“CECL”) model creates more volatility in the level of our credit loss provisions. If we are required to materially increase our future level of credit loss allowances for any reason, such increase could adversely affect our business, results of operations, liquidity and financial condition.

We operate in a highly competitive market for lending and investment opportunities, which may limit our ability to originate or acquire desirable loans and investments in our target assets.

A number of entities compete with us to make the types of loans and investments that we seek to make. Our profitability depends, in large part, on our ability to originate or acquire target assets at attractive prices. In originating or acquiring target assets, we compete with a variety of institutional lenders and investors and many other market participants, including specialty finance companies, REITs, commercial banks and thrift institutions, investment banks, insurance companies, hedge funds and other financial institutions. Many competitors are substantially larger and have considerably greater financial, technical, marketing and other resources than we do. Some competitors may have a lower cost of funds and access to funding sources that may not be available to us. Many of our competitors are not subject to the maintenance of an exemption from the Investment Company Act. Furthermore, competition for originations of, and investments in, our target assets may lead to the yield of such assets decreasing, which may further limit our ability to generate desired returns. Also, as a result of this competition, desirable loans and investments in specific types of target assets may be limited in the future and we may not be able to take advantage of attractive lending and investment opportunities from time to time. We can offer no assurance that we will be able to identify and originate loans or make any or all of the types of investments that are described herein.

Our control over certain loans and investments may be limited.

Our ability to manage our portfolio of loans and investments may be limited by the form in which they are made. In certain situations, we:

•acquire investments subject to rights of senior and/or subordinate classes, special servicers or collateral managers under intercreditor, servicing agreements or securitization documents;

•pledge our investments as collateral for financing arrangements;

•acquire only a minority and/or a non-controlling participation in an underlying investment;

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•co-invest with others through partnerships, joint ventures or other entities, thereby acquiring non-controlling interests; or

•rely on independent third-party management or servicing with respect to the management of an asset.

Therefore, we may not be able to exercise control over all aspects of our loans or investments. Such financial assets may involve risks not present in investments where senior creditors, junior creditors, servicers, third-party controlling investors or CIM-sponsored investment vehicles are not involved. Our rights to control the process following a borrower default may be subject to the rights of senior or junior creditors or servicers whose interests may not be aligned with ours. A partner or co-venturer may have financial difficulties, resulting in a negative impact on such asset, may have economic or business interests or goals that are inconsistent with ours, or may be in a position to take action contrary to our investment objectives. In addition, we will generally pay all or a portion of the expenses relating to our joint ventures and we may, in certain circumstances, be liable for the actions of our partners or co-venturers.

Our secured debt agreements impose, and additional lending facilities may impose, restrictive covenants, which may restrict our flexibility to determine our operating policies and investment strategy.

We are party to various secured debt agreements with various counterparties. The documents that govern these secured debt agreements contain, and additional lending facilities may contain, customary affirmative and negative covenants, including financial covenants applicable to us that may restrict our flexibility to determine our operating policies and investment strategy. In particular, these agreements require us, and future similar agreements may require us, to maintain specified minimum levels of borrowing capacity under the credit facilities and cash. As a result, we may not be able to leverage our assets as fully as we would otherwise choose, which could reduce our return on assets. Further, this could also make it difficult for us to satisfy the distribution requirements necessary to maintain our qualification as a REIT for U.S. federal income tax purposes. If we are unable to meet these collateral obligations, our financial condition and prospects could deteriorate significantly. In addition, lenders may require that our manager or one or more of our manager’s executives continue to serve in such capacity. If we fail to meet or satisfy any of these covenants, we would be in default under these agreements, and our lenders could elect to declare outstanding amounts due and payable, terminate their commitments, require the posting of additional collateral and enforce their interests against existing collateral. We may also be subject to cross-default and acceleration rights in our other debt arrangements.

Difficulty in redeploying the proceeds from repayments or redemptions of our existing loans and other investments could materially and adversely affect us.

As our loans and other investments are repaid or redeemed, we may attempt to redeploy the proceeds we receive into new loans and investments and repay borrowings under our secured revolving repurchase agreements and other financing arrangements. It is possible that we will fail to identify reinvestment options that would provide a yield and/or a risk profile that is comparable to the asset that was repaid or redeemed. If we fail to redeploy the proceeds we receive from repayment or redemption of a loan or other investment in equivalent or better alternatives, we could be materially and adversely affected.

In addition, we expect to continue to invest in CMBS as part of our investment strategy. Subordinate interests such as CMBS and similar structured finance investments generally are not actively traded and are relatively illiquid investments. Volatility in CMBS trading markets may cause the value of these investments to decline. In addition, if the underlying mortgage portfolio has been overvalued by the originator, or if the values subsequently decline and, as a result, less collateral value is available to satisfy interest and principal payments and any other fees in connection with the trust or other conduit arrangement for such securities, we may incur significant losses.

Prepayment rates may adversely affect our financial performance and cash flows and the value of certain of our investments.

Our mortgage loan borrowers may be able to repay their loans prior to their stated maturities. In periods of declining interest rates and/or credit spreads, prepayment rates on loans generally increase. If general interest rates or credit spreads decline at the same time, the proceeds of such prepayments received during such periods may not be reinvested for some period of time or may be reinvested by us in comparable assets yielding less than the yields on the assets that were prepaid.

When mortgage loans are not originated or acquired at a premium to par value, prepayment rates do not materially affect the value of such loan assets. However, the value of certain other assets may be affected by prepayment rates. For example, if we acquire fixed rate CRE debt securities investments or other fixed rate mortgage-related securities, or a pool of such fixed rate mortgage-related securities, we anticipate that the mortgage loans underlying these fixed rate securities will prepay at a projected rate generating an expected yield. If we were to purchase these securities at a premium to par value, when borrowers prepay the mortgage loans underlying these securities faster than expected, the increase in corresponding prepayments on these securities will likely reduce the expected yield. Conversely, if we were to purchase these securities at a discount to par value,

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when borrowers prepay the mortgage loans underlying these securities slower than expected, the decrease in corresponding prepayments on these securities will likely increase the expected yield. In addition, if we were to purchase these securities at a discount to par value, when borrowers prepay the mortgage loans underlying these securities faster than expected, the increase in corresponding prepayments on these securities will likely increase the expected yield.

Prepayment rates on floating rate and fixed rate loans may differ in different interest rate environments, and may be affected by a number of factors, including, but not limited to, the availability of mortgage credit, the relative economic vitality of the area in which the related properties are located, the servicing of the loans, possible changes in tax laws, other opportunities for investment, and other economic, social, geographic, demographic and legal factors, all of which are beyond our control, and structural factors such as call protection. Consequently, such prepayment rates cannot be predicted with certainty and no strategy can completely insulate us from prepayment risk.

We are subject to additional risks associated with investments in the form of loan participation interests.

We own, and may in the future invest in, loan participation interests in which another lender or lenders share with us the rights, obligations and benefits of a commercial mortgage loan made by an originating lender to a borrower. Accordingly, we will not be in privity of contract with a borrower because the other lender or participant is the record holder of the loan and, therefore, we will not have any direct right to any underlying collateral for the loan. These loan participations may be senior, pari passu or junior to the interests of the other lender or lenders in respect of distributions from the commercial mortgage loan. Furthermore, we may not be able to control the pursuit of any rights or remedies under the commercial mortgage loan, including enforcement proceedings in the event of default thereunder. In certain cases, the original lender or another participant may be able to take actions in respect of the commercial mortgage loan that are not in our best interests. In addition, in the event that (1) the owner of the loan participation interest does not have the benefit of a perfected security interest in the lender’s rights to payments from the borrower under the commercial mortgage loan or (2) there are substantial differences between the terms of the commercial mortgage loan and those of the applicable loan participation interest, such loan participation interest could be recharacterized as an unsecured loan to a lender that is the record holder of the loan in such lender’s bankruptcy, and the assets of such lender may not be sufficient to satisfy the terms of such loan participation interest. Accordingly, we may face greater risks from loan participation interests than if we had made first mortgage loans directly to the owners of real estate collateral.

If the loans that we originate or acquire do not comply with applicable laws, we may be subject to penalties, which could materially and adversely affect us.

Loans that we originate or acquire may be directly or indirectly subject to foreign or U.S. federal, state or local governmental laws. Real estate lenders and borrowers may be responsible for compliance with a wide range of laws intended to protect the public interest, including, without limitation, the Truth in Lending, Equal Credit Opportunity, Fair Housing and Americans with Disabilities Acts and local zoning laws (including, but not limited to, zoning laws that allow permitted non-conforming uses). If we or any other person fails to comply with such laws in relation to a loan that we have originated or acquired, legal penalties may be imposed, which could materially and adversely affect us. Additionally, jurisdictions with “one action,” “security first” and/or “antideficiency rules” may limit our ability to foreclose on a real property or to realize on obligations secured by a real property. In the future, new laws may be enacted or imposed by U.S. federal, state or local governmental entities, and such laws could have a material adverse effect on us.

Investments in non-conforming and non-investment grade rated loans or securities involve increased risk of loss.

Many of our investments do not conform to conventional loan standards applied by traditional lenders and either are not rated or rated as non-investment grade by the rating agencies. The non-investment grade credit ratings for these assets typically result from the overall leverage of the loans, the lack of a strong operating history for the properties underlying the loans, the borrowers’ credit history, the properties’ underlying cash flow or other factors. As a result, these investments have a higher risk of default and loss than investment grade rated assets. Any loss we incur may be significant and may reduce distributions to our stockholders and adversely affect the market value of our common stock. There are no limits on the percentage of unrated or non-investment grade rated assets we may hold in our investment portfolio.

Any credit ratings assigned to our investments are subject to ongoing evaluations and revisions and we cannot assure you that those ratings will not be downgraded.

Some of our investments are rated by Moody’s Investors Service, Inc., Fitch Ratings, Inc., S&P Global Ratings, DBRS, Inc. or Kroll Bond Rating Agency, Inc. Any credit ratings on our investments are subject to ongoing evaluation by credit rating agencies, and we cannot assure you that any such ratings will not be changed or withdrawn by a rating agency in the future if, in its judgment, circumstances warrant. If rating agencies assign a lower-than-expected rating or reduce or withdraw, or indicate that they may reduce or withdraw, their ratings of our investments in the future, the value of these investments could

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significantly decline, which would adversely affect the value of our investment portfolio and could result in losses upon disposition or the failure of borrowers to satisfy their debt service obligations to us.

Our commercial construction lending may expose us to increased lending risks.

Construction loans generally expose a lender to greater risk of non‑payment and loss than permanent commercial mortgage loans because repayment of the loans often depends on the borrower’s ability to secure permanent take‑out financing, which requires the successful completion of construction and stabilization of the project, or operation of the property with an income stream sufficient to meet operating expenses, including debt service on such replacement financing. For construction loans, increased risks include the accuracy of the estimate of the property’s value at completion of construction and the estimated cost of construction, all of which may be affected by unanticipated construction delays and cost over‑runs. Such loans typically involve an expectation that the borrower’s sponsors will contribute sufficient equity funds in order to keep the loan in balance, and the sponsors’ failure or inability to meet this obligation could result in delays in construction or an inability to complete construction. Commercial construction loans also expose the lender to additional risks of contractor non‑performance, or borrower disputes with contractors resulting in mechanic’s or materialmen’s liens on the property and possible further delay in construction. In addition, since such loans generally entail greater risk than mortgage loans on income producing property, we may need to increase our allowance for loan losses in the future to account for the likely increase in probable incurred credit losses associated with such loans. Further, as the lender under a construction loan, we may be obligated to fund all or a significant portion of the loan at one or more future dates. We may not have the funds available at such future date(s) to meet our funding obligations under the loan. In that event, we would likely be in breach of the loan unless we are able to raise the funds from alternative sources, which we may not be able to achieve on favorable terms or at all. In addition, many of our construction loans have multiple lenders and if another lender fails to fund we could be faced with the choice of either funding for that defaulting lender or suffering a delay or protracted interruption in the progress of construction.

Risks Associated with Our Real Estate Segment

Adverse economic, regulatory and geographic conditions that have an impact on the real estate market in general may prevent us from being profitable or from realizing growth in the value of our real estate properties, and could have a significant negative impact on us.

Our operating results will be subject to risks generally incident to the ownership of real estate, including:

•changes in international, national or local economic or geographic conditions (including in connection with a widespread pandemic or outbreak of a highly infectious or contagious disease, such as COVID-19);

•changes in supply of or demand for similar or competing properties in an area (including as a result of an increased prevalence of remote work);

•changes in interest rates and availability of permanent mortgage funds that may render the sale of a property difficult or unattractive;

•the illiquidity of real estate assets generally;

•changes in tax, real estate, environmental and zoning laws; and

•periods of high interest rates and tight money supply.

During periods of economic slowdown, rising interest rates or declining demand for real estate, or the public perception that any of these events may occur, could result in a general decline in rents or an increased incidence of defaults under existing leases. If we cannot operate our properties so as to meet our financial expectations, because of these or other risks, we may be prevented from being profitable or growing the values of our real estate properties, and our business, financial condition, results of operations, cash flow or our ability to satisfy our debt service obligations or to maintain our level of distributions to our stockholders may be significantly negatively impacted.

We are dependent on single-tenant leases for a substantial portion of our revenue and, accordingly, if we are unable to renew leases, lease vacant space, including vacant space resulting from tenant defaults, or re-lease space as leases expire on favorable terms or at all, our financial condition could be adversely affected.

We focus our equity investment activities on ownership of primarily freestanding, single-tenant commercial properties that are net leased to a single tenant. Therefore, the financial failure of, or other default by, a significant tenant or multiple tenants could cause a material reduction in our revenues and operating cash flows. In addition, to the extent that we enter into a master lease with a particular tenant, the termination of such master lease could affect each property subject to the master lease, resulting in the loss of revenue from all such properties.

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We cannot assure our stockholders that our leases will be renewed or that we will be able to lease or re-lease the properties on favorable terms, or at all, or that lease terminations will not cause us to sell the properties at a loss. Any of our properties that become vacant could be difficult to re-lease or sell. We have experienced and may continue to experience vacancies either by the default of a tenant under its lease or the expiration of one of our leases. We typically must incur all of the costs of ownership for a property that is vacant. Upon or pending the expiration of leases at our properties, we may be required to make rent or other concessions to tenants, or accommodate requests for renovations, remodeling and other improvements, in order to retain and attract tenants. Certain of our properties may be specifically suited to the particular needs of a tenant (e.g., a restaurant) and major renovations and expenditures may be required in order for us to re-lease the space for other uses. If the vacancies continue for a long period of time, we may suffer reduced revenues and increased costs, resulting in less cash available for distribution to our stockholders and unitholders of our operating partnership. If we are unable to renew leases, lease vacant space, including vacant space resulting from tenant defaults, or re-lease space as leases expire on favorable terms or at all, our financial condition could be adversely affected.

We may become subject to geographic and industry concentrations that make us more susceptible to adverse events with respect to certain geographic areas or industries.

Any adverse change in the financial condition of a tenant with whom we may have a significant credit concentration now or in the future, or any downturn of the economy in any state or industry in which we may have a significant credit concentration now or in the future, could result in a material reduction of our cash flows or material losses to us.

If a major tenant declares bankruptcy, we may be unable to collect balances due under relevant leases, which could have a material adverse effect on our financial condition and ability to pay distributions to our stockholders.

The bankruptcy or insolvency of our tenants may adversely affect the income produced by our properties. Under bankruptcy law, a tenant cannot be evicted solely because of its bankruptcy and has the option to assume or reject any unexpired lease. If the tenant rejects the lease, any resulting claim we have for breach of the lease (excluding collateral securing the claim) will be treated as a general unsecured claim. Our claim against the bankrupt tenant for unpaid and future rent will be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease, and it is unlikely that a bankrupt tenant that rejects its lease would pay in full amounts it owes us under the lease. Even if a lease is assumed and brought current, we still run the risk that a tenant could condition lease assumption on a restructuring of certain terms, including rent, that would have an adverse impact on us. Any shortfall resulting from the bankruptcy of one or more of our tenants could adversely affect our business, financial condition, results of operations, cash flows or our ability to satisfy our debt service obligations or to maintain our level of distributions on our common stock.

In addition, the financial failure of, or other default by, one or more of the tenants to whom we have exposure could have an adverse effect on the results of our operations. While we evaluate the creditworthiness of our tenants by reviewing available financial and other pertinent information, there can be no assurance that any tenant will be able to make timely rental payments or avoid defaulting under its lease. If any of our tenants’ businesses experience significant adverse changes, they may fail to make rental payments when due, close a number of stores, exercise early termination rights (to the extent such rights are available to the tenant) or declare bankruptcy. A default by a significant tenant or multiple tenants could cause a material reduction in our revenues and operating cash flows. In addition, if a tenant defaults, we may incur substantial costs in protecting our assets.

If a sale-leaseback transaction is re-characterized in a tenant’s bankruptcy proceeding, our financial condition could be adversely affected.

We may enter into sale-leaseback transactions, whereby we would purchase a property and then lease the same property back to the person from whom we purchased it. In the event of the bankruptcy of a tenant, a transaction structured as a sale-leaseback might be re-characterized as either a financing or a joint venture, either of which outcomes could adversely affect our financial condition, cash flows and the amount available for distributions to our stockholders.

If the sale-leaseback were re-characterized as a financing, we would not be considered the owner of the property, and as a result would have the status of a creditor in relation to the tenant. In that event, we would no longer have the right to sell or encumber our ownership interest in the property. Instead, we would have a claim against the tenant for the amounts owed under the lease, with the claim arguably secured by the property. The tenant/debtor might have the ability to propose a plan restructuring the term, interest rate and amortization schedule of its outstanding balance. If confirmed by the bankruptcy court, we could be bound by the new terms, and prevented from foreclosing our lien on the property. If the sale-leaseback were re-characterized as a joint venture, we and our tenant could be treated as co-venturers with regard to the property. As a result, we could be held liable, under some circumstances, for debts incurred by the tenant relating to the property.

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If we are unable to successfully integrate new assets and manage our growth, our results of operations and financial condition may suffer.

We have in the past and may in the future significantly increase the size and/or change the mix of our portfolio of assets. We may be unable to successfully and efficiently integrate newly-acquired assets into our existing portfolio or otherwise effectively manage our assets or our growth effectively. In addition, increases in our portfolio of assets and/or changes in the mix of our assets may place significant demands on our manager’s administrative, operational, asset management, financial and other resources. Any failure to manage increases in size effectively could adversely affect our results of operations and financial condition.

We have assumed, and in the future may assume, liabilities in connection with our property acquisitions, including unknown liabilities.

In connection with the acquisition of properties, we may assume existing liabilities, some of which may have been unknown or unquantifiable at the time of the transaction. Unknown liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions, claims of tenants or other persons dealing with the sellers prior to our acquisition of the properties, tax liabilities, and accrued but unpaid liabilities whether incurred in the ordinary course of business or otherwise. If the magnitude of such unknown liabilities is high, either singly or in the aggregate, it could adversely affect our business, financial condition, liquidity and results of operations, cash flows or our ability to satisfy our debt service obligations or maintain our level of distributions on our common stock.

Challenging economic conditions could adversely affect vacancy rates, which could have an adverse impact on our ability to make distributions and the value of an investment in our shares.

Challenging economic conditions, the availability and cost of credit, turmoil in the mortgage market, and declining real estate markets may contribute to increased vacancy rates in the commercial real estate sector. If we experience vacancy rates that are higher than historical vacancy rates, we may have to offer lower rental rates and greater tenant improvements or concessions than expected. Increased vacancies may have a greater impact on us, as compared to REITs with other investment strategies, as our investment approach relies on long-term leases in order to provide a relatively stable stream of income for our stockholders. As a result, increased vacancy rates could have the following negative effects on us:

•the values of our commercial properties could decrease below the amount paid for such assets;

•revenues from such properties could decrease due to low or no rental income during vacant periods, lower future rental rates and/or increase tenant improvement expenses or concessions;

•ownership costs could increase;

•revenues from such properties that secure loans could decrease, making it more difficult for us to meet our payment obligations; and/or

•the resale value of such properties could decline.

All of these factors could impair our ability to make distributions and decrease the value of an investment in our shares.

Uninsured losses or losses in excess of our insurance coverage could materially adversely affect our financial condition and cash flows, and there can be no assurance as to future costs and the scope of coverage that may be available under insurance policies.

We carry comprehensive liability, fire, extended coverage, and rental loss insurance covering all of the properties in our portfolio under one or more blanket insurance policies with policy specifications, limits and deductibles customarily carried for similar properties. In addition, we carry professional liability and directors’ and officers’ insurance, and cyber liability insurance. While we select policy specifications and insured limits that we believe are appropriate and adequate given the relative risk of loss, insurance coverages provided by tenants, the cost of the coverage and industry practice, there can be no assurance that we will not experience a loss that is uninsured or that exceeds policy limits. In addition, we may reduce or discontinue terrorism, flood or other insurance on some or all of our properties in the future if the cost of premiums for any of these policies exceeds, in our judgment, the value of the coverage discounted for the risk of loss. Our title insurance policies may not insure for the current aggregate market value of our portfolio, and we do not intend to increase our title insurance coverage as the market value of our portfolio increases.

Further, we do not carry insurance for certain losses, including, but not limited to, losses caused by earthquakes, riots or acts of war because such losses may be either uninsurable or not economically insurable. If we experience a loss that is uninsured or which exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged. In addition, we carry several

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different lines of insurance, placed with several large insurance carriers. If any one of these large insurance carriers were to become insolvent, we would be forced to replace the existing insurance coverage with another suitable carrier, and any outstanding claims would be at risk for collection. In such an event, we cannot be certain that we would be able to replace the coverage at similar or otherwise favorable terms. As a result of any of the situations described above, our financial condition and cash flows may be materially and adversely affected.

We may be unable to secure funds for future leasing commissions, tenant improvements or capital needs, which could adversely impact our ability to pay cash distributions to our stockholders.

When tenants do not renew their leases or otherwise vacate their space, we are typically required to expend substantial funds for leasing commissions, tenant improvements and tenant refurbishments to the vacated space in order to attract replacement tenants. In addition, although we expect that our leases with tenants will require tenants to pay routine property maintenance costs, we could be responsible for any major structural repairs, such as repairs to the foundation, exterior walls and rooftops. The capital to fund these activities may come from cash flows from operations, borrowings, property sales or future equity offerings. However, these sources of funding may not be available on attractive terms or at all, and we may be required to defer necessary improvements to a property, which may cause that property to suffer from a greater risk of obsolescence or a decline in value, or a greater risk of decreased operating cash flows as a result of fewer potential tenants being attracted to the property. If this happens, our assets may generate lower cash flows or decline in value, or both.

Our properties may be subject to impairment charges.

We routinely evaluate our real estate assets for impairment indicators. The judgment regarding the existence of impairment indicators is based on factors such as market conditions, tenant performance and lease structure. For example, the early termination of, or default under, a lease by a tenant may lead to an impairment charge. Since our real estate segment investment focus is on properties net leased to a single tenant, the financial failure of, or other default by, a single tenant under its lease may result in a significant impairment loss. If we determine that an impairment has occurred, we would be required to make a downward adjustment to the net carrying value of the property, which could have a material adverse effect on our results of operations in the period in which the impairment charge is recorded. Management has recorded an impairment charge related to certain properties in the year ended December 31, 2023, and may record future impairments based on actual results and changes in circumstances. Negative developments in the real estate market may cause management to reevaluate the business and macro-economic assumptions used in its impairment analysis. Changes in management’s assumptions based on actual results may have a material impact on our financial statements. See Note 3 — Fair Value Measurements to our consolidated financial statements in this Annual Report on Form 10-K for a discussion of our real estate impairment charges.

We may obtain only limited warranties when we purchase a property and, as a result, have limited recourse in the event our due diligence did not identify issues that lower the value of the property.

Properties are often sold on an “as is” condition and “where is” basis and “with all faults,” without any warranties of merchantability or fitness for a particular use or purpose. In addition, purchase agreements may contain only limited warranties, representations and indemnifications that will only survive for a limited period after the closing of the sale. The purchase of properties with limited warranties increases the risk that we may lose some or all of our invested capital in the property.

We may be unable to sell a property if or when we decide to do so, including as a result of uncertain market conditions.

Real estate assets are, in general, relatively illiquid and may become even more illiquid during periods of economic downturn. As a result, we may not be able to sell our properties quickly or on favorable terms in response to changes in the economy or other conditions when it otherwise may be prudent to do so. In addition, certain significant expenditures generally do not change in response to economic or other conditions, including debt service obligations, real estate taxes, and operating and maintenance costs. This combination of variable revenue and relatively fixed expenditures may result, under certain market conditions, in reduced earnings. In addition, historically, during periods of increasing interest rates, real estate valuations have generally decreased as a result of rising capitalization rates, which tend to be positively correlated with interest rates. Consequently, prolonged periods of higher interest rates may negatively impact the valuation of our portfolio as well as lower sales proceeds from future dispositions. Further, as a result of the 100% prohibited transactions tax applicable to REITs, we intend to hold our properties for investment, rather than primarily for sale in the ordinary course of business, which may cause us to forgo or defer sales of properties that otherwise would be favorable. Therefore, we may be unable to adjust our portfolio promptly in response to economic, market or other conditions, which could adversely affect our business, financial condition, results of operations, cash flows or our ability to satisfy our debt service obligations or to maintain our level of distributions on our common stock.

Some of our leases may not contain rental increases over time, or the rental increases may be less than the fair market rate at a future point in time. When that is the case, the value of the leased property to a potential purchaser may not increase over

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time, which may restrict our ability to sell that property, or if we are able to sell that property, may result in a sale price less than the price that we paid to purchase the property or the price that could be obtained if the rental was at the then-current market rate.

We expect to hold the various real properties we acquire until such time as we decide that a sale or other disposition is appropriate given our REIT status and business objectives. Our ability to dispose of properties on advantageous terms or at all depends on certain factors beyond our control, including competition from other sellers and the availability of attractive financing for potential buyers of our properties. We cannot predict the various market conditions affecting real estate assets which will exist at any particular time in the future. Due to the uncertainty of market conditions which may affect the disposition of our properties, we cannot assure our stockholders that we will be able to sell such properties at a profit or at all in the future. Accordingly, the extent to which our stockholders will receive cash distributions and realize potential appreciation on our real estate assets will depend upon fluctuating market conditions. Furthermore, we may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure our stockholders that we will have funds available to correct such defects or to make such improvements.

Our properties where the underlying tenant has a below investment-grade credit rating, as determined by major credit rating agencies, or has an unrated tenant may have a greater risk of default.

As of December 31, 2023, approximately 66.2% of our tenants were not rated or did not have an investment-grade credit rating from a major ratings agency or were not affiliates of companies having an investment-grade credit rating. Our properties with such tenants may have a greater risk of default and bankruptcy than properties leased exclusively to investment-grade tenants. When we acquire properties where the tenant does not have a publicly available credit rating, we will use certain credit assessment tools as well as rely on our own estimates of the tenant’s credit rating which includes reviewing the tenant’s financial information (e.g., financial ratios, net worth, revenue, cash flows, leverage and liquidity, if applicable). If our ratings estimates are inaccurate, the default or bankruptcy risk for the subject tenant may be greater than anticipated. If our lender or a credit rating agency disagrees with our ratings estimates, we may not be able to obtain our desired level of leverage or our financing costs may exceed those that we projected. This outcome could have an adverse impact on our returns on that asset and hence our operating results.

Increased operating expenses could reduce cash flows from operations and funds available to acquire properties or make distributions.

Our properties are subject to operating risks common to real estate in general, any or all of which may negatively affect us. If any property is not fully occupied or if rents are payable (or are being paid) in an amount that is insufficient to cover operating expenses that are the landlord’s responsibility under the lease, we could be required to expend funds in excess of such rents with respect to that property for operating expenses. Our properties are subject to increases in tax rates, utility costs, insurance costs, repairs and maintenance costs, administrative costs and other operating and ownership expenses. Some of our property leases may not require the tenants to pay all or a portion of these expenses, in which event we may be responsible for these costs. If we are unable to lease properties on terms that require the tenants to pay all or some of the properties’ operating expenses, if our tenants fail to pay these expenses as required or if expenses we are required to pay exceed our expectations, we could have less funds available for future acquisitions or cash available for distributions to our stockholders.

Inflation and rising interest rates may adversely affect our financial condition and results of operations.

Since we may incur leverage to make investments, our income depends, in part, upon the difference between the rate at which we borrow funds and the rate at which we invest those funds. Inflation remained high in 2023. During the 12 months ended December 2023, the consumer price index rose 3.4%. The Federal Reserve raised the federal funds rate a total of four times during 2023, to control inflation, resulting in a range from 5.25% to 5.50% as of December 31, 2023. Although there are expectations that the Federal Reserve will begin reducing the federal funds rate in 2024, these expectations may not materialize. Should the Federal Reserve continue to raise rates in the future, this will likely result in further increases in market interest rates. In a rising interest rate environment, any leverage that we incur may bear a higher interest rate than may currently be available. There may not, however, be a corresponding increase in our revenues. Any reduction in the rate of return on new investments relative to the rate of return on current investments, and any reduction in the rate of return on current investments, could adversely impact our income, reducing our ability to service the interest obligations on, and to repay the principal of, our indebtedness.

An increase in inflation could have an adverse impact on our floating rate mortgages, credit facilities and general and administrative expenses, as these costs could increase at a rate higher than our rental and other revenue. Inflation could also have an adverse effect on consumer spending, which could impact our tenants’ revenues and, in turn, their demand for space and future extensions of their leases.

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Real estate-related taxes may increase, and if these increases are not passed on to tenants, our income will be reduced.

Local real property tax assessors may reassess our properties, which may result in increased taxes. Generally, property taxes increase as property values or assessment rates change, or for other reasons deemed relevant by property tax assessors. An increase in the assessed valuation of a property for real estate tax purposes will result in an increase in the related real estate taxes on that property. Although some tenant leases may permit us to pass through such tax increases to the tenants for payment, renewal leases or future leases may not be negotiated on the same basis. Tax increases not passed through to tenants could have a materially adverse effect on our business, financial condition, results of operations, cash flows or our ability to satisfy our debt service obligations or to maintain our level of distributions on our common stock.

Covenants, conditions and restrictions may restrict our ability to operate a property.

Many of our properties are or will be subject to significant covenants, conditions and restrictions, known as “CC&Rs,” restricting their operation and any improvements on such properties. Compliance with CC&Rs may adversely affect the types of tenants we are able to attract to such properties, our operating costs and reduce the amount of funds that we have available to pay distributions to our stockholders.

Our operating results may be negatively affected by potential development and construction delays and the resultant increased costs and risks.

If we engage in development or construction projects, we will be subject to uncertainties associated with re-zoning for development, environmental and land use concerns of governmental entities and/or community groups, and our builder’s ability to build in conformity with plans, specifications, budgeted costs, and timetables. If a builder fails to perform, we may resort to legal action to rescind the breached agreements or to compel performance. A builder’s performance may also be affected or delayed by conditions beyond the builder’s control. Delays in completion of construction could also give tenants the right to terminate preconstruction leases. We may incur additional risks if we make periodic progress payments or other advances to builders before they complete construction. These and other such factors can result in increased costs of a project or loss of our asset. In addition, we will be subject to normal lease-up risks relating to newly constructed projects. We also must rely on rental income and expense projections and estimates of the fair market value of property upon completion of construction when agreeing upon a price at the time we acquire the property. If our projections are inaccurate, we may pay too much for a property, and our return on our assets could suffer.

We may deploy capital in unimproved real property. Returns from development of unimproved properties are also subject to risks associated with re-zoning the land for development and environmental and land use concerns of governmental entities and/or community groups.

Competition with third parties in acquiring, leasing or selling properties and other investments may reduce our profitability and the return on our stockholders’ investment.

We compete with many other entities engaged in real estate acquisition activities, including individuals, corporations, bank and insurance company investment accounts, other REITs, real estate limited partnerships, and other entities engaged in real estate acquisition activities, many of which have greater resources than we do. Larger competitors may enjoy significant advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. In addition, the number of entities and the amount of funds competing for suitable acquisitions may increase. Any such increase would result in increased demand for these assets and therefore increased prices paid for them. If we pay higher prices for properties and other assets as a result of competition with third parties without a corresponding increase in tenant lease rates, our profitability will be reduced, and our stockholders may experience a lower return on their investment.

We are also subject to competition in the leasing of our properties. Many of our competitors own properties similar to ours in the same markets in which our properties are located. If one of our properties is nearing the end of the lease term or becomes vacant and our competitors (which could include funds sponsored by affiliates of our manager) offer space at rental rates below current market rates or below the rental rates we currently charge our tenants, we may lose existing or potential tenants and we may be pressured to reduce our rental rates below those we currently charge or to offer substantial rent concessions in order to retain tenants when such tenants’ leases expire or to attract new tenants.

In addition, if our competitors sell assets similar to assets we intend to sell in the same markets and/or at valuations below our valuations for comparable assets, we may be unable to dispose of our assets at all or at favorable pricing or on favorable terms. As a result of these actions by our competitors, our business, financial condition, liquidity and results of operations may be adversely affected.

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Our properties face competition that may affect tenants’ ability to pay rent and the amount of rent paid to us may affect the cash available for distributions to our stockholders and the amount of distributions.

Many of our leases provide for increases in rent as a result of increases in the tenant’s sales volume. There likely will be numerous other retail properties within the market area of such properties that will compete with our tenants for customer business. In addition, traditional retailers face increasing competition from alternative retail channels, including internet-based retailers and other forms of e-commerce, factory outlet centers, wholesale clubs, mail order catalogs and television shopping networks, which could adversely impact our retail tenants’ sales volume. Such competition could negatively affect such tenants’ ability to pay rent or the amount of rent paid to us. This could result in decreased cash flows from tenants thus affecting cash available for distributions to our stockholders and the amount of distributions we pay.

Acquiring or attempting to acquire multiple properties in a single transaction may adversely affect our operations.

From time to time, we may acquire multiple properties in a single transaction. Portfolio acquisitions are often more complex and expensive than single-property acquisitions, and the risk that a multiple-property acquisition does not close may be greater than in a single-property acquisition. Portfolio acquisitions may also result in us owning assets in geographically dispersed markets, placing additional demands on our ability to manage the properties in the portfolio. In addition, a seller may require that a group of properties be purchased as a package even though we may not want to purchase one or more properties in the portfolio. In these situations, if we are unable to identify another person or entity to acquire the unwanted properties, we will be required to either pass on the entire portfolio, including the desirable properties or acquire the entire portfolio and operate or attempt to dispose of the unwanted properties. To acquire multiple properties in a single transaction, we may be required to accumulate a large amount of cash. We would expect the returns that we earn on such cash to be less than the ultimate returns on real property, therefore accumulating such cash could reduce our funds available for distributions to our stockholders. Any of the foregoing events may have an adverse impact on our operations.

Our participation in a co-ownership arrangement may subject us to risks that otherwise may not be present in other real estate assets.

We may enter into co-ownership arrangements with respect to a portion of the properties we acquire. Co-ownership arrangements involve risks generally not otherwise present with an investment in other real estate assets, such as the following:

•the risk that a co-owner may at any time have economic or business interests or goals that are or become inconsistent with our business interests or goals;

•the risk that a co-owner may be in a position to take action contrary to our instructions or requests or contrary to our policies, objectives or status as a REIT;

•the possibility that an individual co-owner might become insolvent or bankrupt, or otherwise default under the applicable mortgage loan financing documents, which may constitute an event of default under all of the applicable mortgage loan financing documents, result in a foreclosure and the loss of all or a substantial portion of the investment made by the co-owner, or allow the bankruptcy court to reject the agreements entered into by the co-owners owning interests in the property;

•the possibility that a co-owner might not have adequate liquid assets to make cash advances that may be required in order to fund operations, maintenance and other expenses related to the property, which could result in the loss of current or prospective tenants and may otherwise adversely affect the operation and maintenance of the property, and could cause a default under the applicable mortgage loan financing documents and may result in late charges, penalties and interest, and may lead to the exercise of foreclosure and other remedies by the lender;

•the risk that a co-owner could breach agreements related to the property, which may cause a default under, and possibly result in personal liability in connection with, any mortgage loan financing documents applicable to the property, violate applicable securities laws, result in a foreclosure or otherwise adversely affect the property and the co-ownership arrangement;

•the risk that we could have limited control and rights, with management decisions made entirely by a third party; and

•the possibility that we will not have the right to sell the property at a time that otherwise could result in the property being sold for its maximum value.

In the event that our interests become adverse to those of the other co-owners, we may not have the contractual right to purchase the co-ownership interests from the other co-owners. Even if we are given the opportunity to purchase such co-ownership interests in the future, we cannot guarantee that we will have sufficient funds available at the time to purchase co-ownership interests from the co-owners.

We might want to sell our co-ownership interests in a given property or other investment at a time when the other co-owners in such property or investment do not desire to sell their interests. Therefore, because we anticipate that it will be much

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more difficult to find a willing buyer for our co-ownership interests in an investment than it would be to find a buyer for a property we owned outright, we may not be able to sell our co-ownership interest in a property at the time we would like to sell.

Terrorist attacks, acts of violence or war or public health crises may affect the markets in which we operate and have a material adverse effect on our financial condition, results of operations and ability to pay distributions to our stockholders.

The strength and profitability of our business depends on demand for and the value of our properties. The war between Russia and Ukraine and the current escalating Israel-Hamas conflict have led to disruption, instability and volatility in global markets and industries and have had a negative impact on the global economy and global supply chains. Disruption, instability, volatility and decline in global economic activity, whether caused by acts of war, other acts of aggression or terrorism, in each case regardless of where it occurs, could in turn harm the demand for and the value of our properties. In addition, public health crises may result in declining economic activity, which could harm the demand for and the value of our properties and may negatively affect our operations and our stockholders’ investments. We may acquire real estate assets located in areas that are susceptible to terrorist attacks or acts of war. These attacks may directly impact the value of our assets through damage, destruction, loss or increased security costs. Although we may obtain terrorism insurance, we may not be able to obtain sufficient coverage to fund any losses we may incur. Risks associated with potential acts of terrorism could sharply increase the premiums we pay for coverage against property and casualty claims. Further, certain losses resulting from these types of events are uninsurable or not insurable at reasonable costs.

More generally, any terrorist attack, other act of violence or war, or public health crisis could result in increased volatility in, or damage to, the United States and worldwide financial markets and economy, all of which could adversely affect our tenants’ ability to pay rent on their leases or our ability to borrow money or issue capital stock at acceptable prices, which could have a material adverse effect on our financial condition, results of operations and ability to pay distributions to our stockholders.

The long-term macroeconomic effects of the COVID-19 pandemic and any future pandemic or epidemic could have a material adverse impact on our financial performance and results of operations.

While many of the direct impacts of the COVID-19 pandemic have eased, the longer-term macroeconomic effects on global supply chains, inflation, labor shortages and wage increases continue to impact many industries, including those of certain of our tenants. Moreover, with the potential for new variants of COVID-19 to emerge, governments and businesses may re-impose aggressive measures to help slow its spread in the future. For this reason, among others, the potential global impacts are uncertain and difficult to assess.

While we believe that our business is well-positioned for the post-COVID environment, long-term macroeconomic effects, including from supply and labor shortages, of the COVID-19 pandemic may in the future have an adverse impact on our estimated per share NAV, results of operations and cash flows, and may have an adverse impact on our ability to source new investments, obtain financing, fund distributions to stockholders and satisfy redemption requests, among other factors.

The full extent of the impact and effects of COVID-19 will depend on future developments, including, among other factors, future variants of the virus, availability, acceptance and effectiveness of vaccines along with related travel advisories, quarantines and restrictions, the recovery time of the disrupted supply chains and industries, the impact of labor market interruptions, the impact of government interventions, and uncertainty with respect to the duration of the global economic slowdown. COVID-19, or any future pandemics or epidemics, and resulting impacts on the financial, economic and capital markets environment, and future developments in these and other areas present uncertainty and risk with respect to our performance, results of operations and ability to continue to pay distributions to our stockholders.

We are subject to risks that affect the retail real estate environment generally.

Our business has historically focused on retail real estate. As such, we are subject to certain risks that can affect the ability of our retail properties to generate sufficient revenue to meet our operating and other expenses, including debt service, to make capital expenditures and to make distributions to our stockholders. We face continuing challenges because of changing consumer preferences and because the conditions in the economy affect employment growth and cause fluctuations and variations in retail sales and in business and consumer confidence and consumer spending on retail goods. In general, a number of factors can negatively affect the income generated by a retail property or the value of a property, including: a downturn in the national, regional or local economy; a decrease in employment or consumer confidence or spending; increases in operating costs, such as common area maintenance, real estate taxes, utility rates and insurance premiums; higher energy or fuel costs resulting from adverse weather conditions, natural disasters, geopolitical concerns (including the war between Russia and Ukraine and the current escalating Israel-Hamas conflict, which have led to disruption, instability and volatility in global markets and industries), terrorist activities and other factors; changes in interest rate levels and the cost and availability of financing; a weakening of local real estate conditions, such as an oversupply of, or a reduction in demand for, retail space or

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retail goods, and the availability and creditworthiness of current and prospective tenants; trends in the retail industry; seasonality; changes in perceptions by retailers or shoppers of the safety, convenience and attractiveness of a retail property; perceived changes in the convenience and quality of competing retail properties and other retailing options such as internet shopping or other strategies, such as using smartphones or other technologies to determine where to make and to assist in making purchases; the ability of our tenants to meet shoppers’ demands for quality, variety, and product availability, which may be impacted by supply chain disruptions; and changes in laws and regulations applicable to real property, including tax and zoning laws.

Changes in one or more of the aforementioned factors can lead to a decrease in the revenue or income generated by our properties and can have a material adverse effect on our financial condition and results of operations. Many of these factors could also specifically or disproportionately affect one or more of our tenants, which could decrease operating performance, reduce property revenue and affect our results of operations. If the estimated future cash flows related to a particular property are significantly reduced, we may be required to reduce the carrying value of the property.

Downturns in the retail industry likely will have a direct adverse impact on our revenues and cash flow.

Our retail properties currently owned consist primarily of necessity retail properties. Our retail performance therefore is generally linked to economic conditions in the market for retail space. The market for retail space could be adversely affected by any of the following:

•weakness in the national, regional and local economies, and declines in consumer confidence which could adversely impact consumer spending and retail sales and in turn tenant demand for space and could lead to increased store closings;

•changes in market rental rates;

•changes in demographics (including the number of households and average household income) surrounding our properties;

•adverse financial conditions for retail, service, medical or restaurant tenants;

•continued consolidation in the retail and grocery sector;

•excess amount of retail space in our markets;

•reduction in the demand by tenants to occupy our properties as a result of increases in e-commerce and alternative distribution channels, which may negatively affect our tenant sales or decrease the square footage our tenants require and could lead to margin pressure on our tenants and store closures;

•the impact of an increase in energy costs on consumers and its consequential effect on the number of shopping visits to our properties;

•a pandemic or other health crisis; and

•consequences of any armed conflict involving, or terrorist attack against, the United States.

To the extent that any of these conditions occur, they are likely to impact market rents for retail space, occupancy in our retail properties, our ability to sell, acquire or develop retail properties, and our cash available for distributions to stockholders.

If we sell properties by providing financing to purchasers, defaults by the purchasers would adversely affect our cash flows from operations.

In some instances, we may sell our properties by providing financing to purchasers. When we provide financing to purchasers, we will bear the risk that the purchaser may default on its obligations under the financing, which could negatively impact cash flows from operations. Even in the absence of a purchaser default, the distribution of sale proceeds or their reinvestment in other assets will be delayed until the promissory notes or other property we may accept upon the sale are actually paid, sold, refinanced or otherwise disposed of. In some cases, we may receive initial down payments in cash and other property in the year of sale in an amount less than the selling price, and subsequent payments will be spread over a number of years. If any purchaser defaults under a financing arrangement with us, such default could negatively impact our ability to pay cash distributions to our stockholders.

Our net leases may require us to pay property-related expenses that are not the obligations of our tenants.

Under the terms of the majority of our net leases, in addition to satisfying their rent obligations, our tenants will be responsible for the payment or reimbursement of property expenses such as real estate taxes, insurance and ordinary maintenance and repairs. However, under the provisions of certain existing leases and leases that we may enter into in the future with our tenants, we may be required to pay some or all of the expenses of the property, such as the costs of environmental

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liabilities, roof and structural repairs, real estate taxes, insurance, certain non-structural repairs and maintenance. If our properties incur significant expenses that must be paid by us under the terms of our leases, our business, financial condition and results of operations may be adversely affected and the amount of cash available to meet expenses and to pay distributions to stockholders may be reduced.

Changes in accounting standards may adversely impact our financial condition and/or results of operations.

We are subject to the rules and regulations of the Financial Accounting Standards Board related to GAAP. Various changes to GAAP are constantly being considered, some of which could materially impact our reported financial condition and/or results of operations. Also, to the extent that public companies in the United States would be required in the future to prepare financial statements in accordance with International Financial Reporting Standards instead of the current GAAP, this change in accounting standards could materially affect our financial condition or results of operations.

Our real estate business is subject to risks from climate change.

Our real estate business is subject to risks associated with climate change. Climate change could trigger extreme weather and changes in precipitation, temperature, and air quality, all of which may result in physical damage to, or a decrease in demand for, our properties located in the areas affected by these conditions. Further, the assessment of the potential impact of climate change has impacted the activities of government authorities, the pattern of consumer behavior, and other areas that impact the general business environment, including, but not limited to, energy-efficiency measures, water use measures, and land-use practices. The promulgation of policies, laws or regulations relating to climate change by governmental authorities in the U.S. and the markets in which we own real estate may require us to invest additional capital in our properties.

To the extent that climate change impacts changes in weather patterns, our markets could experience increases in extreme weather. For example, a portion of our properties are located in areas that have been impacted by drought and, as such, face the risk of increased water costs and potential fines and/or penalties for high consumption. There can be no assurances that we will successfully mitigate the risk of increased water costs and potential fines and/or penalties for high consumption.

Climate change may also have indirect effects on our business by increasing the cost of, or decreasing the availability of, property insurance on terms we find acceptable or at all, or by increasing the cost of energy (or water, as described above). There can be no assurance that climate change will not have a material adverse effect on our financial condition or results of operations.

Compliance with the Americans with Disabilities Act of 1990, as amended, and fire, safety and other regulations may require us to make unanticipated expenditures that could significantly reduce the cash available for distributions on our common stock.

Our properties are subject to regulation under federal laws, such as the Americans with Disabilities Act of 1990, as amended (the “ADA”), pursuant to which all public accommodations must meet federal requirements related to access and use by disabled persons. Although we believe that our properties substantially comply with present requirements of the ADA, we have not conducted an audit or investigation of all of our properties to determine our compliance. If one or more of our properties or future properties are not in compliance with the ADA, we might be required to take remedial action, which would require us to incur additional costs to bring the property into compliance. Noncompliance with the ADA could also result in imposition of fines or an award of damages to private litigants.

Additional federal, state and local laws also may require modifications to our properties or restrict our ability to renovate our properties. We cannot predict the ultimate amount of the cost of compliance with the ADA or other legislation.

In addition, our properties are subject to various federal, state and local regulatory requirements, such as state and local earthquake, fire and life safety requirements. If we were to fail to comply with these various requirements, we might incur governmental fines or private damage awards. If we incur substantial costs to comply with the ADA or any other regulatory requirements, our business, financial condition, results of operations, cash flows or our ability to satisfy our debt service obligations or to maintain our level of distributions on our common stock could be materially adversely affected. Local regulations, including municipal or local ordinances, zoning restrictions and restrictive covenants imposed by community developers may restrict our use of our properties and may require us to obtain approval from local officials or community standards organizations at any time with respect to our properties, including prior to acquiring a property or when undertaking renovations of any of our existing properties.

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Risks Related to Conflicts of Interest

Our manager and its affiliates face conflicts of interest caused by their compensation arrangements with us, including significant compensation that may be required to be paid to our manager if our manager is terminated, which could result in actions that are not in the long-term best interests of our stockholders.

Our manager and its affiliates are entitled to substantial fees from us under the terms of the Management Agreement. These fees could influence the judgment of our manager and its affiliates in performing services for us. Among other matters, these compensation arrangements could affect their judgment with respect to:

•the continuation, renewal or enforcement of our agreements with our manager and its affiliates, including the Management Agreement;

•acquisitions or other investments acquired from programs sponsored or operated by affiliates of our manager, which might entitle affiliates of our manager to commissions and possible success-based sale fees in connection with its services for the seller;

•acquisitions from third parties, which entitle our manager to advisory fees;

•dispositions, which may entitle our manager or its affiliates to disposition fees;

•borrowings to acquire assets, which borrowings will increase the acquisition and advisory fees payable to our manager; and

•how and when to recommend to our Board a proposed strategy to provide our stockholders with liquidity, which proposed strategy, if implemented, could entitle our manager to the payment of significant fees.

CMFT Securities has engaged our Investment Advisor to select and manage our investment securities. Our Investment Advisor has engaged its sub-advisor to provide management services with respect to corporate credit-related securities and certain other investments. We rely on the performance of our Investment Advisor and its sub-advisor in implementing the investment securities portion of our investment strategy.

CMFT Securities was formed for the purpose of holding any investment securities of ours. CMFT Securities has engaged our Investment Advisor to manage the day-to-day business affairs of CMFT Securities and its investments in corporate credit and real estate-related securities. Our Investment Advisor engaged its sub-advisor to provide investment management services with respect to corporate credit-related securities held by CMFT Securities. Our Investment Advisor and its sub-advisor have, and will continue to have, substantial discretion, within our investment guidelines, to make decisions related to the acquisition, management and disposition of our investment securities. If our Investment Advisor and its sub-advisor do not succeed in implementing the investment securities portion of our investment strategy, our performance may suffer. In addition, even though CMFT Securities has the ability to terminate our Investment Advisor at any time and therefore also terminate the sub-advisor, a termination fee may be required to be paid in connection with such termination and it may be difficult and costly to terminate and replace our Investment Advisor and the sub-advisor.

We do not have a direct contractual relationship with the sub-advisor. Therefore, it may be difficult for us to take enforcement action against the sub-advisor if its actions, performance or non-performance do not comply with the agreement.

We are not a party to the agreement with the sub-advisor pursuant to which the sub-advisor provides investment management services with respect to the corporate credit-related securities held by CMFT Securities. Therefore, we are dependent upon our Investment Advisor to manage and monitor the sub-advisor effectively. The sub-advisor may take actions that are not in our best interest, which could cause our performance to suffer, and as we are not a party to the agreement with the sub-advisor, we are limited in our ability to enforce that agreement.

Our manager faces conflicts of interest relating to the incentive fee structure under our Management Agreement, which could result in actions that are not necessarily in the long-term best interests of our stockholders.

Pursuant to the terms of our Management Agreement, our manager is entitled to a subordinated performance fee that is structured in a manner intended to provide incentives to our manager to perform in our best interests and in the best interests of our stockholders. However, because our manager does not maintain a significant equity interest in us and is entitled to receive certain fees regardless of performance, our manager’s interests are not wholly aligned with those of our stockholders. Furthermore, our manager could be motivated to recommend riskier or more speculative acquisitions in order for us to generate the specified levels of performance or sales proceeds that would entitle our manager to performance-based fees. In addition, our manager will have substantial influence with respect to how and when our Board elects to provide liquidity to our stockholders, and these performance-based fees could influence our manager’s recommendations to us in this regard. Our manager also has the right to terminate the Management Agreement upon 60 days’ written notice without cause or penalty which, under certain

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circumstances, could result in our manager earning a performance fee. This could have the effect of delaying, deferring or preventing a change of control.

Other programs sponsored by affiliates of our manager, as well as CIM and certain of its affiliates, use investment strategies that are similar to ours; therefore, our executive officers and the officers and key personnel of our manager and its affiliates may face conflicts of interest relating to transactions that may be competitive with, or complementary to, our business, and such conflicts may not be resolved in our favor.

CIM and its affiliates may have investment objectives, strategy and criteria, including targeted asset types, substantially similar to ours. As a result, we may be seeking to acquire properties and real estate-related assets, including mortgage loans, at the same time as CIM or its affiliates, or one or more of the other programs sponsored by our manager or its affiliates. Certain of our executive officers and certain officers of our manager also are executive officers of CIM or its affiliates and other programs sponsored by our manager or its affiliates, and/or the general partners of other private investment programs sponsored or managed by CIM or its affiliates. Accordingly, there is a risk that the allocation of acquisition opportunities could materially and adversely affect our business, financial condition, results of operations, cash flows, our estimated per share NAV of our common stock and our ability to satisfy our debt obligations and to make distributions to our stockholders.

In addition, we have acquired, and may continue to acquire, properties in geographic areas where CIM or its affiliates or other real estate programs sponsored by CIM or its affiliates, own properties. If one of these other real estate programs attracts a tenant that we are competing for, we could suffer a loss of revenue due to delays in locating another suitable tenant.

Our officers, certain of our directors and our manager, including its key personnel and officers, face conflicts of interest related to the positions they hold with affiliated and unaffiliated entities, which could hinder our ability to successfully implement our business strategy and to generate returns to our stockholders.

Richard S. Ressler, the chairman of our Board, chief executive officer and president, who is also a founder and principal of CIM Group and is an officer or director of certain of its affiliates, is the vice president of our manager. One of our directors, Avraham Shemesh, who is also a founder and principal of CIM Group and is an officer or director of certain of its affiliates, is the president and treasurer of our manager. Additionally, two of our directors, Jason Schreiber and Emily Vande Krol, are employees of CIM Group. Our chief financial officer, principal accounting officer and treasurer, Nathan D. DeBacker, is a vice president of our manager and is an officer of certain of its affiliates.

Conflicts with our business and interests are most likely to arise from involvement in activities related to (1) allocation of new acquisition opportunities, management time and operational expertise among us and the other entities, (2) our purchase of assets from, or sale of assets to, affiliated entities, (3) the timing and terms of the acquisition or sale of an asset, (4) development of our properties by affiliates, (5) investments with affiliates of our manager, (6) compensation to our manager and its affiliates, and (7) our relationship with, and compensation to, our dealer manager. Even if these persons do not violate their duties to us and our stockholders, they will have competing demands on their time and resources and may have conflicts of interest in allocating their time and resources among us and these other entities and persons. Should such persons devote insufficient time or resources to our business, returns on our investments may suffer.

The officers and affiliates of our manager will try to balance our interests with the interests of CIM and its affiliates and other programs sponsored or operated by CIM, including our manager, our dealer manager, and our property manager, to whom they owe duties. However, to the extent that these persons take actions that are more favorable to other entities than to us, these actions could have a negative impact on our financial performance and, consequently, on distributions to our stockholders and the value of their investments.

We may acquire assets and borrow funds from affiliates of our manager, and sell or lease our assets to affiliates of our manager, and any such transaction could result in conflicts of interest.

We are permitted to acquire properties from affiliates of our manager, provided that, pursuant to the Management Agreement, our manager shall not consummate on our behalf any transaction that involves the sale of any real estate or real-estate related asset to, or the acquisition of any such asset from, our manager or its affiliates, including CIM, and any funds managed by CIM or its affiliates, unless such transaction is on terms no less favorable to us than could have been obtained on an arm's length basis from an unrelated third party and has been approved in advance by a majority of our independent directors. In the event that we acquire a property from an affiliate of our manager, we may be foregoing an opportunity to acquire a different property that might be more advantageous to us. In addition, we are permitted to borrow funds from affiliates of our manager, including our sponsor, and to sell and lease our assets to affiliates of our manager, and we have not established a policy that specifically addresses how we will determine the sale or lease price in any such transaction. Any such borrowings, sale or lease transaction must be approved by a majority of our directors, including a majority of our independent directors, not otherwise interested in such transaction as being fair and reasonable to us. To the extent that we acquire any properties from

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affiliates of our manager, borrow funds from affiliates of our manager or sell or lease our assets to affiliates of our manager, such transactions could result in a conflict of interest.

Our manager faces conflicts of interest relating to joint ventures or other co-ownership arrangements that we may enter into with CIM or its affiliates, or another real estate program sponsored or operated by CIM, which could result in a disproportionate benefit to CIM or its affiliates, or another program sponsored by CIM.

We may enter into joint ventures or co-ownership arrangements (including co-investment transactions) with CIM or its affiliates, or another program sponsored or operated by CIM for the acquisition, development or improvement of properties, as well as the acquisition of real estate-related assets. Since one or more of the officers of our manager are officers of CIM or its affiliates, including CIM and/or the advisors to other programs sponsored by CIM, our manager may face conflicts of interest in determining which real estate program should enter into any particular joint venture or co-ownership arrangement. These persons also may have a conflict in structuring the terms of the relationship between us and any affiliated co-venturer or co-owner, as well as conflicts of interests in managing the joint venture, which may result in the co-venturer or co-owner receiving benefits greater than the benefits that we receive.

In the event we enter into joint venture or other co-ownership arrangements with CIM or its affiliates, or another program sponsored by CIM, our manager and its affiliates may have a conflict of interest when determining when and whether to buy or sell a particular property, or to make or dispose of another real estate-related asset. In addition, if we become listed for trading on a national securities exchange, we may develop more divergent goals and objectives from any affiliated co-venturer or co-owner that is not listed for trading. In the event we enter into a joint venture or other co-ownership arrangement with another real estate program sponsored by CIM or its affiliates, or another real estate investment program sponsored by CIM that has a term shorter than ours, the joint venture may be required to sell its assets earlier than we may desire to sell the assets. Even if the terms of any joint venture or other co-ownership agreement between us and CIM or its affiliates, or another real estate program sponsored by CIM grants us the right of first refusal to buy such assets, we may not have sufficient funds or borrowing capacity to exercise our right of first refusal under these circumstances. We have adopted certain procedures for dealing with potential conflicts of interest as further described in Part I, Item 1. Business — Conflicts of Interest in this Annual Report on Form 10-K.

Risks Related to Our Corporate Structure

Our charter permits our Board to authorize the issuance of stock with terms that may subordinate the rights of common stockholders or discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.

Our charter permits our Board to authorize the issuance of up to 500,000,000 shares of stock, of which 490,000,000 shares are classified as common stock and 10,000,000 shares are classified as preferred stock. In addition, our Board, without any action by our stockholders, may amend our charter from time to time to increase or decrease the aggregate number of shares or the number of shares of any class or series of stock that we have authority to issue. The Board may classify or reclassify any unissued common stock or preferred stock into other classes or series of stock and establish the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms and conditions of redemption of any such stock. Shares of our common stock shall be subject to the express terms of any series of our preferred stock. Thus, our Board could authorize the issuance of preferred stock with terms and conditions that have a priority as to distributions and amounts payable upon liquidation over the rights of the holders of our common stock. Preferred stock could also have the effect of delaying, deferring or preventing the removal of incumbent management or a change of control of us, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all of our assets) that might provide a premium to the purchase price of our common stock for our stockholders.

Maryland law prohibits certain business combinations, which may make it more difficult for us to be acquired and may limit our stockholders’ ability to dispose of their shares.

Under Maryland law, “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:

•any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the corporation’s outstanding voting stock after the date on which the corporation had 100 or more beneficial owners of its stock; or

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•an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question and after the date on which the corporation had 100 or more beneficial owners of its stock, was the beneficial owner of 10% or more of the voting power of the then outstanding stock of the corporation.

A person is not an interested stockholder under the statute if our Board approved in advance the transaction by which the person otherwise would have become an interested stockholder. However, in approving a transaction, our Board may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by our Board.

After the five-year prohibition, any such business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:

•80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation, voting together as a single voting group; and

•two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than voting stock held by the interested stockholder who will (or whose affiliate will) be a party to the business combination or by an affiliate or associate of the interested stockholder.

These super-majority vote requirements do not apply if the corporation’s stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares. The business combination statute permits various exemptions from its provisions, including business combinations that are exempted by our Board prior to the time that the interested stockholder becomes an interested stockholder. Pursuant to the statute, our Board has exempted any business combination involving our manager or any affiliate of our manager. As a result, our manager and any affiliate of our manager may be able to enter into business combinations with us that may not be in the best interest of our stockholders, without compliance with the super-majority vote requirements and the other provisions of the statute. The business combination statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

Maryland law also limits the ability of a third party to buy a large percentage of our outstanding shares and exercise voting control in electing directors.

Under its Control Share Acquisition Act, Maryland law also provides that a holder of “control shares” of a Maryland corporation acquired in a “control share acquisition” has no voting rights with respect to such shares except to the extent approved by the corporation’s disinterested stockholders by a vote of two-thirds of the votes entitled to be cast on the matter. Shares of stock owned by interested stockholders, that is, by the acquiror, or officers of the corporation or employees of the corporation who are directors of the corporation, are excluded from shares entitled to vote on the matter. “Control shares” are voting shares of stock that would entitle the acquiror, directly or indirectly, except solely by virtue of a revocable proxy, to exercise or direct the exercise of voting power in electing directors within specified ranges of voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition of control shares. The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting from the Control Share Acquisition Act any acquisition of shares of our stock by our sponsor or its affiliates. This provision may be amended or eliminated at any time in the future. If this provision were amended or eliminated, this statute could have the effect of discouraging offers from third parties to acquire us and increasing the difficulty of successfully completing this type of offer by anyone other than our manager or any of its affiliates.

Our charter includes a provision that may discourage a person, including a stockholder, from launching a tender offer for our shares.

Our charter requires that any tender offer, including any “mini-tender” offer, must comply with most of the requirements of Regulation 14D of the Exchange Act. The offering person must provide us notice of the tender offer at least ten business days before initiating the tender offer. If the offering person does not comply with these requirements, our stockholders will be prohibited from transferring any shares to such non-complying person unless they first offered such shares to us at the tender offer price offered by the non-complying person. In addition, the non-complying person shall be responsible for all of our expenses in connection with that person’s noncompliance. This provision of our charter may discourage a person from initiating a tender offer for our shares and prevent our stockholders from receiving a premium to the purchase price for their shares in such a transaction.

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If we are unable to qualify for an exclusion from the definition of an investment company under the Investment Company Act, it could have a material adverse effect on us.

Section 3(a)(1)(A) of the Investment Company Act defines an investment company as any issuer that is or holds itself out as being engaged primarily, or proposes to engage primarily, in the business of investing, reinvesting or trading in securities, which for these purposes includes loans and participation interests therein. Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that is engaged or proposes to engage in the business of investing, reinvesting, owning, holding or trading in securities and owns or proposes to acquire investment securities having a value exceeding 40% of the value of the issuer’s total assets (exclusive of U.S. Government securities and cash items) on an unconsolidated basis.

We intend to conduct our operations, and the operations of our operating partnership and any other subsidiaries, so as to qualify for the exclusion from the definition of an investment company provided by Section 3(c)(5)(C) of the Investment Company Act. Section 3(c)(5)(C) excludes from the definition of an investment company entities that are “primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate” (“Qualifying Interests”). As reflected in a series of no-action letters, the SEC staff’s position on Section 3(c)(5)(C) generally requires that in order to qualify for this exclusion, an issuer must maintain:

•at least 55% of the value of its assets in Qualifying Interests,

•at least an additional 25% of its assets in other permitted real estate-related interests (reduced by any amount the issuer held in excess of the 55% minimum requirement for Qualifying Interests), and

•no more than 20% of its assets in other than Qualifying Interests and real estate-related assets,

and also that the interests in real estate meet other criteria described in such no-action letters.

We will classify our assets for purposes of our 3(c)(5)(C) exemption based upon the no-action positions taken by the SEC staff and interpretive guidance provided by the SEC and its staff. These no-action positions are based on specific factual situations that may be substantially different from the factual situations we may face, and a number of these no-action positions were issued more than 20 years ago. No assurance can be given that the SEC or its staff will concur with our classification of our assets. In addition, the SEC or its staff may, in the future, issue further guidance that may require us to re-classify our assets for purposes of the Investment Company Act. If we are required to re-classify our assets, we may no longer be in compliance with the exemption from the definition of an investment company provided by Section 3(c)(5)(C) of the Investment Company Act.

Qualifying for an exemption from registration under the Investment Company Act will limit our ability to make certain investments. For example, these restrictions may limit our and our subsidiaries’ ability to invest directly in mortgage-backed securities that represent less than the entire ownership in a pool of mortgage loans, debt and equity tranches of securitizations and certain asset-backed securities, non-controlling equity interests in real estate companies or in assets not related to real estate.

Although we intend to monitor our portfolio, there can be no assurance that we will be able to maintain this exemption from registration. A change in the value of any of our assets could negatively affect our ability to maintain our exemption from regulation under the Investment Company Act. To maintain compliance with the Section 3(c)(5)(C) exemption, we may be unable to sell assets we would otherwise want to sell and may need to sell assets we would otherwise wish to retain. In addition, we may have to acquire additional assets that we might not otherwise have acquired or may have to forego opportunities to acquire assets that we would otherwise want to acquire and would be important to our investment strategy.

If we were obligated to register as an investment company, we would have to comply with a variety of substantive requirements under the Investment Company Act imposing, among other things:

•limitations on capital structure;

•restrictions on specified investments;

•prohibitions on transactions with affiliates;

•compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations; and

•potentially, compliance with daily valuation requirements.

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The Board may change certain of our policies without stockholder approval, which could alter the nature of our stockholders’ investment. If our stockholders do not agree with the decisions of our Board, they only have limited control over changes in our policies and operations and may not be able to change such policies and operations.

The Board determines any major policies of ours, including our policies regarding investments, financing, growth, debt capitalization, REIT qualification and distributions. Our investment policies may change over time. The methods of implementing our investment objectives and strategies also may vary as new real estate development trends emerge and new investment techniques are developed. The Board may amend or revise these and other policies without a vote of our stockholders. As a result, the nature of our stockholders’ investment could change without their consent.

Our stockholders generally have limited voting rights.

Under the Maryland General Corporation Law (“MGCL”), our stockholders generally have a right to vote only on the following:

•the election or removal of directors;

•an amendment of our charter, except that our Board may amend our charter without stockholder approval to increase or decrease the aggregate number of our shares or the number of our shares of any class or series that we have the authority to issue, to change our name, to change the name or other designation or the par value of any class or series of our stock and the aggregate par value of our stock or to effect certain reverse stock splits; provided, however, that any such amendment does not adversely affect the rights, preferences and privileges of the stockholders;

•our dissolution; and

•a merger or consolidation, a statutory share exchange or the sale or other disposition of all or substantially all of our assets.

All other matters are subject to the discretion of our Board. Therefore, our stockholders are limited in their ability to change our policies and operations.

Our rights and the rights of our stockholders to recover claims against our officers, directors and our manager are limited, which could reduce our stockholders’ and our recovery against them if they cause us to incur losses.

The MGCL provides that a director has no liability in such capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in the corporation’s best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. Our charter, in the case of our directors and officers, and the Management Agreement, in the case of our manager and its affiliates, require us, subject to certain exceptions, to indemnify and advance expenses to our directors, our officers, and our manager and its affiliates. Moreover, we have entered into separate indemnification agreements with each of our directors and executive officers. Our charter permits us to provide such indemnification and advance for expenses to our employees and agents. Additionally, our charter limits, subject to certain exceptions, the liability of our directors and officers to us and our stockholders for monetary damages. Although our charter does not allow us to indemnify our directors or our manager and its affiliates for any liability or loss suffered by them or hold harmless our directors or our manager and its affiliates for any loss or liability suffered by us to a greater extent than permitted under Maryland law, we and our stockholders may have more limited rights against our directors, officers, employees and agents, and our manager and its affiliates, than might otherwise exist under common law, which could reduce our stockholders’ and our recovery against them. In addition, our manager is not required to retain cash to pay potential liabilities and it may not have sufficient cash available to pay liabilities if they arise. If our manager is held liable for a breach of its fiduciary duty to us, or a breach of its contractual obligations to us, we may not be able to collect the full amount of any claims we may have against our manager. In addition, we may be obligated to fund the defense costs incurred by our directors, officers, employees and agents or our manager in some cases, which would decrease the cash otherwise available for distribution to our stockholders.

Our stockholders’ interest in us will be diluted if we issue additional shares.

Our stockholders do not have preemptive rights to any shares issued by us in the future. Our charter authorizes 500,000,000 shares of stock, of which 490,000,000 shares are classified as common stock and 10,000,000 shares are classified as preferred stock. Subject to any limitations set forth under Maryland law, our Board may amend our charter from time to time to increase the number of authorized shares of stock, increase or decrease the number of shares of any class or series of stock that we have authority to issue, or classify or reclassify any unissued shares into other classes or series of stock without the necessity of obtaining stockholder approval. All of such shares may be issued in the discretion of our Board. Our stockholders will suffer dilution of their equity investment in us upon future issuances of our capital stock, including in the event that we (1) issue shares pursuant to our Secondary DRIP Offering (unless such stockholders elect to fully participate in the Secondary DRIP Offering), (2) sell securities that are convertible into shares of our common stock, (3) issue shares of our common stock in a private offering of securities to institutional investors, (4) issue shares of our common stock to our manager, its successors

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or assigns, in payment of an outstanding fee obligation as set forth under our Management Agreement or (5) issue shares of our common stock to sellers of properties acquired by us in connection with an exchange of limited partnership interests of our operating partnership. In addition, the partnership agreement of our operating partnership contains provisions that would allow, under certain circumstances, other entities, including other real estate programs sponsored or operated by CIM, to merge into or cause the exchange or conversion of their interest in that entity for interests of our operating partnership. Because the limited partnership interests of our operating partnership may, in the discretion of our Board, be exchanged for shares of our common stock, any merger, exchange or conversion between our operating partnership and another entity ultimately could result in the issuance of a substantial number of shares of our common stock, thereby diluting the percentage ownership interest of other stockholders.

Our Umbrella Partnership Real Estate Investment Trust (“UPREIT”) structure may result in potential conflicts of interest with limited partners in our operating partnership whose interests may not be aligned with those of our stockholders.

Our directors and officers have duties to our corporation and our stockholders under Maryland law in connection with their management of the corporation. At the same time, we, as general partner, have fiduciary duties under Delaware law to our operating partnership and to the limited partners in connection with the management of our operating partnership. If we admit outside limited partners to our operating partnership, our duties as general partner of our operating partnership and its partners may come into conflict with the duties of our directors and officers to the corporation and our stockholders. Under Delaware law, a general partner of a Delaware limited partnership owes its limited partners the duties of good faith and fair dealing. Other duties, including fiduciary duties, may be modified or eliminated in the partnership’s partnership agreement. The partnership agreement of our operating partnership provides that, for so long as we own a controlling interest in our operating partnership, any conflict that cannot be resolved in a manner not adverse to either our stockholders or the limited partners will be resolved in favor of our stockholders.

Additionally, the partnership agreement expressly limits our liability by providing that we and our officers, directors, agents and employees, will not be liable or accountable to our operating partnership for losses sustained, liabilities incurred or benefits not derived if we or our officers, directors, agents or employees acted in good faith. In addition, our operating partnership is required to indemnify us and our officers, directors, employees, agents and designees to the extent permitted by applicable law from and against any and all claims arising from operations of our operating partnership, unless it is established that: (1) the act or omission was committed in bad faith, was fraudulent or was the result of active and deliberate dishonesty; (2) the indemnified party received an improper personal benefit in money, property or services; or (3) in the case of a criminal proceeding, the indemnified person had reasonable cause to believe that the act or omission was unlawful.

The provisions of Delaware law that allow the fiduciary duties of a general partner to be modified by a partnership agreement have not been tested in a court of law, and we have not obtained an opinion of counsel covering the provisions set forth in the partnership agreement that purport to waive or restrict our fiduciary duties.

The limit on the percentage of shares of our common stock that any person may own may discourage a takeover or business combination that may benefit our stockholders.

Our charter restricts the direct or indirect ownership by one person or entity to no more than 9.8% of the value of our then outstanding capital stock (which includes common stock and any preferred stock we may issue) and no more than 9.8% of the value or number of shares, whichever is more restrictive, of the then outstanding shares of our common stock unless exempted (prospectively or retroactively) by our Board. These restrictions may discourage a change of control of us and may deter individuals or entities from making tender offers for shares of our common stock on terms that might be financially attractive to stockholders or which may cause a change in our management. In addition to deterring potential transactions that may be favorable to our stockholders, these provisions may also decrease the ability of stockholders to sell their shares of our common stock.

Risks Associated with Debt Financing

We have incurred mortgage indebtedness and other borrowings, which may increase our business risks, hinder our ability to make distributions, and decrease the value of our stockholders’ investment.

We have acquired real estate and other real estate-related assets by borrowing new funds. In addition, we have incurred mortgage debt and pledged some of our real properties as security for that debt to obtain funds to acquire additional real properties and other assets and to pay distributions to our stockholders. We may borrow additional funds if we need funds to satisfy the REIT tax qualification requirement that we distribute at least 90% of our annual REIT taxable income, excluding any net capital gains, to our stockholders. We may also borrow additional funds if we otherwise deem it necessary or advisable to assure that we maintain our qualification as a REIT for U.S. federal income tax purposes.

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Our manager believes that utilizing borrowing is consistent with our investment objective of maximizing the return to stockholders. There is no limitation on the amount we may borrow against any individual property or other asset. This factor could limit the amount of cash we have available to distribute to our stockholders and could result in a decline in the value of our stockholders’ investment.

We do not intend to incur mortgage debt on a particular property unless we believe the property’s projected operating cash flows are sufficient to service the mortgage debt. However, if there is a shortfall between the cash flows from a property and the cash flows needed to service mortgage debt on a property, the amount available for distributions to our stockholders may be reduced. In addition, incurring mortgage debt increases the risk of loss since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, thus reducing the value of our stockholders’ investments. For U.S. federal income tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds from the foreclosure. In such event, we may be unable to pay the amount of distributions required in order to maintain our qualification as a REIT. We may give full or partial guarantees to lenders of recourse mortgage debt to the entities that own our properties. If we provide a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by such entity and with respect to any such property that is vacant, potentially be responsible for any property-related costs such as real estate taxes, insurance and maintenance, which costs will likely increase if the lender does not timely exercise its remedies. If any mortgages contain cross-collateralization or cross-default provisions, a default on a single property could affect multiple properties. If any of our properties are foreclosed upon due to a default, our ability to pay cash distributions to our stockholders will be adversely affected, which could result in our losing our REIT status and would result in a decrease in the value of our stockholders’ investment.

We intend to rely on external sources of capital to fund future capital needs, and if we encounter difficulty in obtaining such capital, we may not be able to meet maturing obligations or make any additional acquisitions.

In order to maintain our qualification as a REIT under the Code, we are required, among other things, to distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding any net capital gain. Because of this dividend requirement, we may not be able to fund from cash retained from operations all of our future capital needs, including capital needed to refinance maturing obligations or make new acquisitions.

Although there are expectations that the Federal Reserve will begin reducing the federal funds rate in 2024, these expectations might not materialize and the Federal Reserve may instead continue to raise interest rates in 2024 to combat inflation. If interest rates remain at an elevated level because of the Federal Reserve’s attempt to combat inflation, it could hinder our ability to obtain new debt financing or refinance our maturing debt on favorable terms or at all or to raise debt and equity capital. Our access to capital will depend upon a number of factors, including:

•general market conditions;

•government action or regulation, including changes in tax law;

•the market’s perception of our future growth potential;

•the extent of investor interest;

•analyst reports about us and the REIT industry;

•the general reputation of REITs and the attractiveness of their equity securities in comparison to other equity securities, including securities issued by other real estate-based companies;

•our financial performance and that of our tenants;

•our current debt levels and changes in our credit ratings, if any;

•our current and expected future earnings; and

•our cash flows and cash distributions, including our ability to satisfy the dividend requirements applicable to REITs.

If we are unable to obtain needed capital on satisfactory terms or at all, we may not be able to meet our obligations and commitments as they mature or make any new acquisitions.

High interest rates may make it difficult for us to finance or refinance assets, which could reduce the number of properties we can acquire and the amount of cash distributions we can make.

We run the risk of being unable to finance or refinance our assets on favorable terms or at all. If interest rates are high when we desire to mortgage our assets or when existing loans come due and the assets need to be refinanced, we may not be

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able to, or may choose not to, finance the assets and we would be required to use cash to purchase or repay outstanding obligations. Our inability to use debt to finance or refinance our assets could reduce the number of assets we can acquire, which could reduce our operating cash flows and the amount of cash distributions we can make to our stockholders. Higher costs of capital also could negatively impact our operating cash flows and returns on our assets.

Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to pay distributions to our stockholders.

We have incurred indebtedness, and in the future may incur additional indebtedness, that bears interest at a variable rate. The Federal Reserve raised the federal funds rate a total of four times during 2023 and although there are expectations that the Federal Reserve will begin reducing the federal funds rate in 2024, these expectations might not materialize. Should the Federal Reserve continue to raise rates in the future, this will likely result in further increases in market interest rates. To the extent that we incur variable rate debt and do not hedge our exposure thereunder, increases in interest rates would increase the amounts payable under such indebtedness, which could reduce our operating cash flows and our ability to pay distributions to our stockholders. In addition, if our existing indebtedness matures or otherwise becomes payable during a period of rising interest rates, we could be required to liquidate one or more of our assets at times that may prevent realization of the maximum return on such assets.

We may not be able to generate sufficient cash flows to meet our debt service obligations.

Our ability to make payments on and to refinance our indebtedness, and to fund our operations, working capital and capital expenditures, depends on our ability to generate cash. To a certain extent, our cash flows are subject to general economic, industry, financial, competitive, operating, legislative, regulatory and other factors, many of which are beyond our control.

We cannot assure our stockholders that our business will generate sufficient cash flows from operations or that future sources of cash will be available to us in an amount sufficient to enable us to pay amounts due on our indebtedness or to fund our other liquidity needs.

Additionally, if we incur additional indebtedness in connection with any future deployment of capital or development projects or for any other purpose, our debt service obligations could increase. We may need to refinance all or a portion of our indebtedness before maturity. Our ability to refinance our indebtedness or obtain additional financing will depend on, among other things:

•our financial condition and market conditions at the time;

•restrictions in the agreements governing our indebtedness;

•general economic and capital markets conditions;

•the availability of credit from banks or other lenders; and

•our results of operations.

As a result, we may not be able to refinance our indebtedness on commercially reasonable terms, or at all. If we do not generate sufficient cash flows from operations, and additional borrowings or refinancings or proceeds of asset sales or other sources of cash are not available to us, we may not have sufficient cash to enable us to meet all of our obligations. Accordingly, if we cannot service our indebtedness, we may have to take actions such as seeking additional equity, or delaying any strategic acquisitions and alliances or capital expenditures, any of which could have a material adverse effect on our business, financial condition, results of operations, cash flows or our ability to satisfy our debt service obligations or maintain our level of distributions on our common stock.

Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.

In connection with providing us financing, a lender could impose restrictions on us that affect our distribution and operating policies and our ability to incur additional debt. In general, our loan agreements restrict our ability to encumber or otherwise transfer our interest in the respective property without the prior consent of the lender. Loan documents we enter into may contain covenants that limit our ability to further mortgage the property, discontinue insurance coverage or replace CMFT Management as our manager. These or other limitations imposed by a lender may adversely affect our flexibility and our ability to pay distributions on our common stock.

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Interest-only indebtedness may increase our risk of default and ultimately may reduce our funds available for distribution to our stockholders.

We have financed some of our property acquisitions using interest-only mortgage indebtedness and may continue to do so. During the interest-only period, the amount of each scheduled payment will be less than that of a traditional amortizing mortgage loan. The principal balance of the mortgage loan will not be reduced (except in the case of prepayments) because there are no scheduled monthly payments of principal during this period. After the interest-only period, we will be required either to make scheduled payments of amortized principal and interest or to make a lump-sum or “balloon” payment at maturity. These required principal or balloon payments will increase the amount of our scheduled payments and may increase our risk of default under the related mortgage loan. If the mortgage loan has an adjustable interest rate, the amount of our scheduled payments also may increase at a time of rising interest rates. Increased payments and substantial principal or balloon maturity payments will reduce the funds available for distribution to our stockholders because cash otherwise available for distribution will be required to pay principal and interest associated with these mortgage loans.

Our ability to make a balloon payment at maturity is uncertain and may depend upon our ability to obtain additional financing or our ability to sell the property. At the time the balloon payment is due, we may or may not be able to refinance the loan on terms as favorable as the original loan or sell the property at a price sufficient to make the balloon payment. The effect of a refinancing or sale could affect the rate of return to stockholders and the projected time of disposition of our assets. In addition, payments of principal and interest made to service our debts may leave us with insufficient cash to pay the distributions that we are required to pay to maintain our qualification as a REIT. Any of these results would have a significant, negative impact on the value of our common stock.

To hedge against exchange rate and interest rate fluctuations, we have used, and may continue to use, derivative financial instruments that may be costly and ineffective and may reduce the overall returns on our stockholders’ investment.

We have used, and may continue to use, derivative financial instruments to hedge our exposure to changes in exchange rates and interest rates on loans secured by our assets and investments in CMBS. Derivative instruments may include interest rate swap contracts, interest rate caps or floor contracts, rate lock arrangements, futures or forward contracts, options or repurchase agreements. Our actual hedging decisions will be determined in light of the facts and circumstances existing at the time of the hedge and may differ from time to time.

To the extent that we use derivative financial instruments to hedge against exchange rate and interest rate fluctuations, we will be exposed to credit risk, market risk, basis risk and legal enforceability risks. In this context, credit risk is the failure of the counterparty to perform under the terms of the derivative contract. If the fair value of a derivative contract is positive, the counterparty owes us, which creates credit risk for us. Market risk includes the adverse effect on the value of the financial instrument resulting from a change in interest rates. Basis risk occurs when the index upon which the contract is based is more or less variable than the index upon which the hedged asset or liability is based, thereby making the hedge less effective. Finally, legal enforceability risks encompass general contractual risks, including the risk that the counterparty will breach the terms of, or fail to perform its obligations under, the derivative contract. If we are unable to manage these risks effectively, our results of operations, financial condition and ability to pay distributions to our stockholders will be adversely affected.

U.S. Federal Income and Other Tax Risks

Failure to maintain our qualification as a REIT for U.S. federal income tax purposes would cause us to be taxed as a regular domestic corporation, which would adversely affect our operations and our ability to make distributions.

We are currently taxed as a REIT under the Code. We believe that our current and proposed organization, ownership and method of operation will enable us to maintain our qualification and taxation as a REIT. However, we cannot assure you that we will continue to qualify as such. This is because qualification as a REIT involves the application of highly technical and complex provisions of the Code as to which there are only limited judicial and administrative interpretations and involves the determination of facts and circumstances not entirely within our control. Furthermore, new legislation, new regulations, administrative interpretations or court decisions, in each instance potentially with retroactive effect, could make it more difficult or impossible for us to qualify as a REIT.

If we fail to qualify, or to remain qualified, as a REIT in any taxable year, then:

•we would be taxed as a regular domestic corporation, which under current laws, among other things, means being unable to deduct distributions to stockholders in computing taxable income and being subject to federal income tax on our taxable income at the regular corporate income tax rate;

•any resulting tax liability could be substantial and could have a material adverse effect on our book value;

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•unless we were entitled to relief under applicable statutory provisions, we would be required to pay taxes, and therefore, our cash available for distribution to stockholders would be reduced for each of the years during which we did not qualify as a REIT and for which we had taxable income; and

•we generally would not be eligible to requalify as a REIT for the subsequent four full taxable years.

We could be subject to a material tax liability if our sales of properties during 2023 are treated as prohibited transactions.

The Code imposes a tax of 100% on net income derived by a REIT from a prohibited transaction, which is generally a sale or other disposition of property held primarily for sale in the ordinary course of a trade or business. Any losses incurred on prohibited transactions may not be used to offset gains from prohibited transactions. The Code sets forth a safe harbor for REITs that wish to sell property without risking the imposition of the 100% tax (the “Safe Harbor”). In general, under the Safe Harbor, a sale of property will not be treated as a sale of dealer property subject to the 100% tax if: (a) the REIT held the property for not less than two years, (b) the aggregate expenditures made by the REIT during the two years preceding the date of sale that are includable in the basis of the property do not exceed 30% of the net selling price, (c) in the case of land or improvements, the REIT has held the property for not less than two years for production of rental income, and (d) one of the following is true: (1) during the taxable year the REIT does not make more than seven sales of property, (2) the aggregate adjusted bases of properties sold during the year does not exceed 10% of the aggregate bases of all of the properties of the REIT at the beginning of the year, (3) the fair market value of properties sold during the year does not exceed 10% of the fair market value of all of the properties of the REIT at the beginning of the year, (4) the aggregate adjusted bases of properties sold during the year does not exceed 20% of the aggregate bases of all of the properties of the REIT at the beginning of the year, provided that the “3-year average adjusted bases percentage” for the taxable year does not exceed 10%, or (5) the fair market value of properties sold during the year does not exceed 20% of the fair market value of all of the properties of the REIT at the beginning of the year, provided that the “3-year average fair market value percentage” for the taxable year does not exceed 10%.

During the year ended December 31, 2023, we sold a total of 188 properties (the “2023 Sales”), which, excluding assets sold for a loss, resulted in a tax gain of approximately $272.3 million. The sales did not qualify under the Safe Harbor because there were more than seven sales during the year ended December 31, 2023 and the total value and basis of the assets sold exceeded the 10% threshold for the year ended December 31, 2023 and also the 20% limitation with respect to the three-year average, as discussed above. However, failing to satisfy the Safe Harbor in connection with a particular sale does not necessarily mean that the sale will conclusively be treated as a prohibited transaction. Rather, a sale will be treated as a prohibited transaction only if all of the facts and circumstances establish that the property is held for sale to customers in the ordinary course of business. While we believe that the facts and circumstances establish that the 2023 Sales should not be treated as a prohibited transaction, there can be no assurances that the IRS will agree with that assessment. If the IRS successfully asserts that the 2023 Sales are prohibited transactions, the resulting tax liability of approximately $272.3 million would substantially reduce the amount of cash available for distribution to stockholders.

Re-characterization of sale-leaseback transactions may cause us to lose our REIT status.

We may purchase properties and lease them back to the sellers of such properties. We would characterize such a sale-leaseback transaction as a “true lease,” which treats the lessor as the owner of the property for U.S. federal income tax purposes. In the event that any sale-leaseback transaction is challenged by the IRS and re-characterized as a financing transaction or loan for U.S. federal income tax purposes, deductions for depreciation and cost recovery relating to such property would be disallowed. If a sale-leaseback transaction were so re-characterized, we might fail to satisfy the REIT qualification “asset tests” or the “income tests” and, consequently, lose our REIT status effective with the year of re-characterization. Alternatively, such a re-characterization could cause the amount of our REIT taxable income to be recalculated, which might also cause us to fail to meet the distribution requirement for a taxable year and thus lose our REIT status.

Our stockholders may have current tax liability on distributions they elect to reinvest in our common stock.

If our stockholders participate in our DRIP, they will be deemed to have received, and for U.S. federal income tax purposes will be taxed on, the amount reinvested in shares of our common stock that does not represent a return of capital. In addition, our stockholders may be treated, for U.S. federal tax purposes, as having received an additional distribution to the extent the shares are purchased at a discount from fair market value. Such an additional deemed distribution could cause our stockholders to be subject to additional income tax liability. Unless our stockholders are a tax-exempt entity, they may be forced to use funds from other sources to pay their tax liability arising as a result of the distributions reinvested in our shares.

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Generally, ordinary dividends payable by REITs do not qualify for reduced U.S. federal income tax rates.

Currently, the maximum tax rate applicable to qualified dividend income payable to certain non-corporate U.S. shareholders is 20%. Dividends payable by REITs, however, generally are not eligible for the reduced rate. Although this does not adversely affect the taxation of REITs or dividends payable by REITs, the more favorable rates applicable to regular corporate qualified dividends could cause certain non-corporate investors to perceive investments in REITs to be relatively less attractive than investments in the shares of common stock of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs, including our common stock. However, commencing with taxable years beginning on or after January 1, 2018 and continuing through 2025, individual taxpayers may be entitled to claim a deduction in determining their taxable income of 20% of ordinary REIT dividends (dividends other than capital gain dividends and dividends attributable to certain qualified dividend income received by us), which temporarily reduces the effective tax rate on such dividends. Stockholders are urged to consult with their tax advisors regarding the effect of this change on effective tax rates with respect to REIT dividends.

We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the value of our common stock.

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal income tax laws applicable to investments similar to an investment in shares of our common stock. Additional changes to the tax laws are likely to continue to occur, and we cannot assure our stockholders that any such changes will not adversely affect our taxation and our ability to continue to qualify as a REIT, or the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. Although REITs generally receive certain tax advantages compared to entities taxed as regular domestic corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a corporation. As a result, our charter provides our Board with the power, under certain circumstances, to revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that changes to U.S. federal income tax laws and regulations or other considerations mean it is no longer in our best interest to qualify as a REIT. According to publicly released statements, a top legislative priority of President Biden’s administration and of Democrats in the Senate and the House of Representatives is significant tax increases and various other changes to U.S. tax rules. It is unclear whether any legislation will be enacted into law or, if enacted, what form it would take, and it is also unclear whether there could be regulatory or administrative action that could affect U.S. tax rules. The impact of tax reform and any potential tax changes on an investment in our shares is uncertain.

In addition, the Tax Cuts and Jobs Act made significant changes to the U.S. federal income tax rules for taxation of individuals and businesses, generally effective for taxable years beginning after December 31, 2017, including a number of provisions of the Code that affect the taxation of REITs and their stockholders. Among the changes made by the Tax Cuts and Jobs Act are permanently reducing the generally applicable corporate tax rate, generally reducing the tax rate applicable to individuals and other noncorporate taxpayers for tax years beginning after December 31, 2017 and before January 1, 2026, eliminating or modifying certain previously allowed deductions (including substantially limiting interest deductibility and, for individuals, the deduction for non-business state and local taxes), and, for taxable years beginning after December 31, 2017 and before January 1, 2026, providing for preferential rates of taxation through a deduction of up to 20% (subject to certain limitations) on most ordinary REIT dividends and certain trade or business income of non-corporate taxpayers. The Tax Cuts and Jobs Act also imposes new limitations on the deduction of net operating losses and requires us to recognize income for tax purposes no later than when we take it into account on our financial statements, which may result in us having to make additional taxable distributions to our stockholders in order to comply with REIT distribution requirements or avoid taxes on retained income and gains. The Tax Cuts and Jobs Act also made numerous large and small changes to the tax rules that do not affect the REIT qualification rules directly but may otherwise affect us or our stockholders. While the changes in the Tax Cuts and Jobs Act generally appear to be favorable with respect to REITs, the extensive changes to non-REIT provisions in the Code may have unanticipated effects on us or our stockholders. In addition, the Coronavirus Aid, Relief, and Economic Security Act made technical corrections, or temporary modifications, to certain provisions of the Tax Cuts and Jobs Act. Additional changes to tax laws were enacted as part of the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”). Many of the material provisions of the Inflation Reduction Act exempt REITs.

We urge our stockholders to consult with their own tax advisor with respect to the status of legislative, regulatory or administrative developments and proposals and their potential effect on holding our common stock.

We may incur tax liabilities that would reduce our cash available for distribution to our stockholders.

Even if we maintain our status as a REIT, we may become subject to U.S. federal income taxes and related state and local taxes. For example, as discussed above, net income from the sale of properties that are “dealer” properties sold by a REIT (a

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“prohibited transaction” under the Code) will be subject to a 100% excise tax. We may not make sufficient distributions to avoid excise taxes applicable to REITs. Similarly, if we were to fail a gross income test (and did not lose our REIT status because such failure was due to reasonable cause and not willful neglect) we would be subject to tax on the income that does not meet the gross income test requirements. We also may decide to retain net capital gain we earn from the sale or other disposition of our investments and pay income tax directly on such income. In that event, our stockholders would be treated as if they earned that income and paid the tax on it directly. However, stockholders that are tax-exempt, such as charities or qualified pension plans, would have no benefit from their deemed payment of such tax liability unless they file U.S. federal income tax returns and thereon seek a refund of such tax. We also may be subject to state and local taxes on our income or property, including franchise, payroll, mortgage recording and transfer taxes, either directly or at the level of our operating partnership or at the level of the other entities through which we indirectly own our assets, such as our taxable REIT subsidiaries, which are subject to full U.S. federal, state, local and foreign corporate-level income taxes. Any taxes we pay directly or indirectly will reduce our cash available for distribution to our stockholders.

If our operating partnership or certain other subsidiaries fail to maintain their status as disregarded entities or partnerships, their income may be subject to taxation, which would reduce the cash available to us for distribution to our stockholders.

We intend to cause CMFT OP, our operating partnership, to maintain its current status as an entity separate from us (a disregarded entity), or in the alternative, a partnership for U.S. federal income tax purposes. Our operating partnership would lose its status as a disregarded entity for U.S. federal income tax purposes if it issues interests to any subsidiary we establish that is not a disregarded entity for tax purposes (a “regarded entity”) or a person other than us. If our operating partnership issues interests to any subsidiary we establish that is a regarded entity for tax purposes or a person other than us, we would characterize our operating partnership as a partnership for U.S. federal income tax purposes. As a disregarded entity or partnership, our operating partnership is not subject to U.S. federal income tax on its income. However, if the IRS were to successfully challenge the status of our operating partnership as a disregarded entity or partnership, CMFT OP would be taxable as a corporation. In such event, this would reduce the amount of distributions that the operating partnership could make to us. This could also result in our losing REIT status, and becoming subject to a corporate-level tax on our income. This would substantially reduce the cash available to us to make distributions to our stockholders and the return on their investment.

In addition, if certain of our other subsidiaries through which CMFT OP owns its properties, in whole or in part, lose their status as disregarded entities or partnerships for U.S. federal income tax purposes, such subsidiaries would be subject to taxation as corporations, thereby reducing cash available for distributions to our operating partnership. Such a re-characterization of CMFT OP’s subsidiaries also could threaten our ability to maintain REIT status.

To maintain our REIT status, we may have to borrow funds on a short-term basis during unfavorable market conditions.

In order to maintain our qualification as a REIT, we generally must distribute annually to our stockholders a minimum of 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP), determined without regard to the dividends-paid deduction and excluding net capital gains. We will be subject to regular corporate income taxes on any undistributed REIT taxable income each year. Additionally, we will be subject to a 4% nondeductible excise tax on any amount by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from previous years. Payments we make to our stockholders under our share redemption program will not be taken into account for purposes of these distribution requirements. If we do not have sufficient cash to make distributions necessary to preserve our REIT status for any year or to avoid taxation, we may be forced to borrow funds or sell assets even if the market conditions at that time are not favorable for these borrowings or sales. These options could increase our costs or reduce our equity.

Compliance with REIT requirements may cause us to forego otherwise attractive opportunities, which may hinder or delay our ability to meet our investment objectives and reduce our stockholders’ overall return.

To maintain our qualification as a REIT, we are required at all times to satisfy tests relating to, among other things, the sources of our income, the nature and diversification of our assets, the ownership of our shares of common stock and the amounts we distribute to our stockholders. Compliance with the REIT requirements may impair our ability to operate solely on the basis of maximizing profits. For example, we may be required to make distributions to stockholders at disadvantageous times or when we do not have funds readily available for distribution.

Compliance with REIT requirements may force us to liquidate or restructure otherwise attractive investments.

To maintain our qualification as a REIT, we must ensure that we meet the REIT gross income tests annually and that at the end of each calendar quarter, at least 75% of the value of our assets consists of cash, cash items, government securities and qualified REIT real estate assets, including certain mortgage loans and certain kinds of mortgage-related securities. The remainder of our investment in securities (other than qualified real estate assets and government securities) generally cannot

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include more than 10% of the voting securities (other than securities that qualify for the straight debt safe harbor) of any one issuer or more than 10% of the value of the outstanding securities of more than any one issuer unless we and such issuer jointly elect for such issuer to be treated as a “taxable REIT subsidiary” under the Code (“TRS”). Debt will generally meet the “straight debt” safe harbor if the debt is a written unconditional promise to pay on demand or on a specified date a certain sum of money, the debt is not convertible, directly or indirectly, into shares of common stock, and the interest rate and the interest payment dates of the debt are not contingent on the profits, the borrower’s discretion, or similar factors. Additionally, no more than 5% of the value of our assets (other than government securities and qualified real estate assets) can consist of the securities of any one issuer, and no more than 20% of the value of our assets may be represented by securities of one or more TRSs. If we fail to comply with these requirements at the end of any calendar quarter, we must dispose of a portion of our assets within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions in order to avoid losing our REIT qualification and suffering adverse tax consequences. In order to satisfy these requirements and maintain our qualification as a REIT, we may be forced to liquidate assets from our portfolio or not make otherwise attractive investments. These actions could have the effect of reducing our income and amounts available for distribution to our stockholders.

The foregoing requirements could cause us to distribute amounts that otherwise would be spent on real estate assets and it is possible that we might be required to borrow funds, possibly at unfavorable rates, or sell assets to fund these dividends or make taxable stock dividends. Although we intend to make distributions sufficient to meet the annual distribution requirements and to avoid U.S. federal income and excise taxes on our earnings, it is possible that we might not always be able to do so.

The failure of a mezzanine loan to qualify as a real estate asset could adversely affect our ability to qualify as a REIT.

We have invested and may continue to invest in mezzanine loans, for which the IRS has provided a safe harbor, but not rules of substantive law. Pursuant to the safe harbor, if a mezzanine loan meets certain requirements, it will be treated by the IRS as a real estate asset for purposes of the REIT asset tests, and interest derived from the mezzanine loan will be treated as qualifying mortgage interest for purposes of the REIT 75% income test. We may acquire mezzanine loans that do not meet all of the requirements of this safe harbor. In the event we own a mezzanine loan that does not meet the safe harbor, the IRS could challenge such loan’s treatment as a real estate asset for purposes of the REIT asset and income tests and, if such a challenge were sustained, we could fail to qualify as a REIT.

We may fail to qualify as a REIT or become subject to a penalty tax if the IRS successfully challenges our treatment of our mezzanine loans and certain preferred equity investments as debt for U.S. federal income tax purposes.

There is limited case law and administrative guidance addressing whether instruments similar to our mezzanine loans and preferred equity investments will be treated as equity or debt for U.S. federal income tax purposes. We treat our mezzanine loans and our preferred equity investments as debt for U.S. federal income tax purposes, but we do not obtain private letter rulings from the IRS or opinions of counsel on the characterization of such investments for U.S. federal income tax purposes. If such investments were treated as equity for U.S. federal income tax purposes, we would be treated as owning the assets held by the partnership or limited liability company that issued the mezzanine loan or preferred equity, and we would be treated as receiving our proportionate share of the income of that entity. If that partnership or limited liability company owned nonqualifying assets, earned nonqualifying income, or earned prohibited transaction income, we may not be able to satisfy all of the REIT income or asset tests or could be subject to prohibited transaction tax. Accordingly, we could be required to pay prohibited transaction tax or fail to qualify as a REIT if the IRS does not respect our classification of our mezzanine loans and certain preferred equity investments as debt for U.S. federal income tax purposes unless we are able to qualify for a statutory REIT “savings” provision, which may require us to pay a significant penalty tax to maintain our REIT qualification.

Non-U.S. stockholders may be subject to U.S. federal tax upon their disposition of our common stock or upon their receipt of certain distributions from us.

In addition to any potential withholding tax on ordinary dividends, a non-U.S. stockholder, other than a “qualified shareholder” or a “qualified foreign pension fund,” that disposes of a “U.S. real property interest” (“USRPI”) (which includes shares of stock of a U.S. corporation whose assets consist principally of USRPIs), is generally subject to U.S. federal income tax under the Foreign Investment in Real Property Tax Act of 1980, as amended (“FIRPTA”), on the amount received from such disposition. Such tax does not apply, however, to the disposition of stock in a REIT that is “domestically controlled.” Generally, a REIT is domestically controlled if less than 50% of its stock, by value, has been owned directly or indirectly by non-U.S. persons during a continuous five-year period ending on the date of disposition or, if shorter, during the entire period of the REIT’s existence. We cannot assure you that we will continue to qualify as a domestically controlled REIT. If we were to fail to so maintain our qualification, amounts received by a non-U.S. stockholder on certain dispositions of our common stock (including a repurchase) would be subject to tax under FIRPTA, unless (i) our shares of common stock were regularly traded on an established securities market and (ii) the non-U.S. stockholder did not, at any time during a specified testing period, hold more than 10% of our common stock.

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A non-U.S. holder other than a “qualified shareholder” or a “qualified foreign pension fund,” that receives a distribution from a REIT that is attributable to gains from the disposition of a USRPI as described above, including in connection with a redemption of our common stock, is generally subject to U.S. federal income tax under FIRPTA to the extent such distribution is attributable to gains from such disposition, regardless of whether the difference between the fair market value and the tax basis of the USRPI giving rise to such gains is attributable to periods prior to or during such non-U.S. holder’s ownership of our common stock. In addition, a redemption of our common stock may be subject to withholding as an ordinary dividend.

We seek to act in the best interests of the Company as a whole and not in consideration of the particular tax consequences to any specific holder of our shares of common stock. Potential non-U.S. stockholders should inform themselves as to the U.S. tax consequences, and the tax consequences within the countries of their citizenship, residence, domicile, and place of business, with respect to the purchase, ownership and disposition of our common stock.

Distributions to tax-exempt stockholders may be classified as unrelated business taxable income.

If (1) we are a “pension-held REIT,” (2) a tax-exempt stockholder has incurred (or is deemed to have incurred) debt to purchase or hold shares of our common stock, (3) a holder of shares of our common stock is a certain type of tax-exempt stockholder, or (4) we directly or indirectly acquire a residual interest in certain mortgage loan securitization structures (i.e., a “taxable mortgage pool”) or a residual interest in a real estate mortgage investment conduit (“REMIC”), dividends on, and gains recognized on the sale of, shares by such tax-exempt stockholder may be subject to U.S. federal income tax as UBTI under the Code.

Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code may limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets or to offset certain other positions, if properly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of the 75% or 95% gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions will likely be treated as non-qualifying income for purposes of one or both of the gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRSs would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in a TRS generally will not provide any tax benefit, except for being carried forward against future taxable income of such TRS.

Our property taxes could increase due to property tax rate changes or reassessment, which would impact our cash flows.

Even if we continue to qualify as a REIT for U.S. federal income tax purposes, we will be required to pay some state and local taxes on our properties. The real property taxes on our properties may increase as property tax rates change or as our properties are assessed or reassessed by taxing authorities. Therefore, the amount of property taxes we pay in the future may increase substantially. If the property taxes we pay increase and if any such increase is not reimbursable under the terms of our lease, then our cash flows will be negatively impacted, which in turn could have a material adverse effect on our business, financial condition, results of operations, cash flows or our ability to satisfy our debt service obligations or to maintain our level of distributions on our common stock.

The share transfer and ownership restrictions applicable to REITs and contained in our charter may inhibit market activity in our shares of stock and restrict our business combination opportunities.

In order to continue to qualify as a REIT, five or fewer individuals, as defined in the Code, may not own, actually or constructively, more than 50% in value of our issued and outstanding shares of stock at any time during the last half of each taxable year, other than the first year for which a REIT election is made. Attribution rules in the Code determine if any individual or entity actually or constructively owns our shares of stock under this requirement. Additionally, at least 100 persons must beneficially own our shares of stock during at least 335 days of a taxable year for each taxable year, other than the first year for which a REIT election is made. To help ensure that we meet these tests, among other purposes, our charter restricts the acquisition and ownership of our shares of stock.

Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our Board, for so long as we continue to qualify as a REIT, our charter prohibits, among other limitations on ownership and transfer of shares of our stock, any person from beneficially or constructively owning (applying certain attribution rules under the Code) more than 9.8% in value of the aggregate of our outstanding shares of stock and more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or

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series of our shares of stock. The Board, in its sole discretion and upon receipt of certain representations and undertakings, may exempt a person (prospectively or retrospectively) from the ownership limits. However, our Board may not, among other limitations, grant an exemption from these ownership restrictions to any proposed transferee whose ownership, direct or indirect, in excess of the 9.8% ownership limit would result in the termination of our qualification as a REIT. These restrictions on transferability and ownership will not apply, however, if our Board determines that it is no longer in our best interest to continue to qualify as a REIT or that compliance with the restrictions is no longer required in order for us to continue to so qualify as a REIT.

These ownership limits could delay or prevent a transaction or a change in control that might involve a premium price for our common stock or otherwise be in the best interest of our stockholders.

If we elect to treat one or more of our subsidiaries as a TRS, it will be subject to corporate-level taxes, and our dealings with our TRSs may be subject to a 100% excise tax.

A REIT may own up to 100% of the stock of one or more TRSs. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A TRS will be subject to applicable U.S. federal, state, local and foreign income tax on its taxable income, including corporate income tax on the TRS’s income, and is, as a result, less tax efficient than with respect to income we earn directly. The after-tax net income of our TRSs would be available for distribution to us. A TRS may hold assets and earn income that would not be qualifying assets or income if held or earned directly by a REIT, including gross income from operations pursuant to management contracts. In addition, the rules, which are applicable to us as a REIT, as described in the preceding risk factors, also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis. For example, to the extent that the rent paid by one of our TRSs exceeds an arm’s-length rental amount, such amount would be potentially subject to a 100% excise tax. While we intend that all transactions between us and our TRSs would be conducted on an arm’s-length basis, and therefore, any amounts paid by our TRSs to us would not be subject to the excise tax, no assurance can be given that the IRS would not disagree with such conclusion and levy an excise tax on such transactions.

If a stockholder that is an employee benefit plan, individual retirement account (“IRA”), annuity described in Sections 403(a) or (b) of the Code, Archer Medical Savings Account, health savings account, Coverdell education savings account, or other arrangement that is subject to the Employee Retirement Income Securities Act (“ERISA”) or Section 4975 of the Code (referred to generally as “Benefit Plans and IRAs”) fails to meet the fiduciary and other standards under ERISA or the Code as a result of an investment in shares of our common stock, such stockholder could be subject to civil and criminal, if the failure is willful, penalties.

There are special considerations that apply to Benefit Plans and IRAs investing in shares of our common stock. Stockholders that are Benefit Plans and IRAs should consider:

•whether their investment is consistent with the applicable provisions of ERISA and the Code, or any other applicable governing authority in the case of a plan not subject to ERISA or the Code;

•whether their investment is made in accordance with the documents and instruments governing the Benefit Plan or IRA, including any investment policy;

•whether their investment satisfies the prudence and diversification requirements of Sections 404(a)(1)(B) and 404(a)(1)(C) of ERISA and other applicable provisions of ERISA and the Code;

•whether their investment will impair the liquidity needs, the minimum and other distribution requirements, or the tax withholding requirements that may be applicable to such Benefit Plan or IRA;

•whether their investment will constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or any similar rule under other applicable laws or regulations;

•whether their investment will produce or result in unrelated business taxable income, as defined in Sections 511 through 514 of the Code, to the Benefit Plan or IRA;

•whether their investment will impair the Benefit Plan’s or IRA’s need to value its assets annually (or more frequently) in accordance with ERISA, the Code and the applicable provisions of the Benefit Plan or IRA;

•whether their investment will cause our assets to be treated as “plan assets” of the Benefit Plan or IRA; and

•whether the investment will not constitute a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code.

Failure to satisfy the fiduciary standards of conduct and other applicable requirements of ERISA, the Code, or other applicable statutory or common law may result in the imposition of civil and criminal (if the violation is willful) penalties, and can subject the fiduciary to equitable remedies. In addition, if an investment in our common stock constitutes a prohibited transaction under ERISA or the Code, the “party-in-interest” (within the meaning of ERISA) or “disqualified person” (within

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the meaning of the Code) who authorized or directed the investment may have to compensate the plan for any losses the plan suffered as a result of the transaction or restore to the plan any profits made by such person as a result of the transaction, or may be subject to excise taxes with respect to the amount involved. In the case of a prohibited transaction involving an IRA, the IRA may be disqualified and all of the assets of the IRA may be deemed distributed and subject to tax.

In addition to considering their fiduciary responsibilities under ERISA and the prohibited transaction rules of ERISA and the Code, stockholders that are Benefit Plans and IRAs should consider the effect of the plan assets regulation, U.S. Department of Labor Regulation Section 2510.3-101, as modified by ERISA Section 3(42). To avoid our assets from being considered “plan assets” under the plan assets regulation, we intend to limit “benefit plan investors” from owning 25% or more of the shares of our common stock. However, we cannot assure our stockholders that will be effective in limiting benefit plan investors’ ownership to less than the 25% limit. For example, the limit could be unintentionally exceeded if a benefit plan investor misrepresents its status as a benefit plan investor. If our underlying assets were to be considered “plan assets” of a benefit plan investor subject to ERISA, (i) we would be an ERISA fiduciary and subject to certain fiduciary requirements of ERISA with which it would be difficult for us to comply and (ii) we could be restricted from entering into favorable transactions if the transaction, absent an exemption, would constitute a prohibited transaction under ERISA or the Code. Even if our assets are not considered to be “plan assets,” a prohibited transaction could occur if we or any of our affiliates is a fiduciary (within the meaning of ERISA) of a Benefit Plan or IRA stockholder.

Due to the complexity of these rules and the potential penalties that may be imposed, it is important that stockholders that are Benefit Plans and IRAs consult with their own advisors regarding the potential applicability of ERISA, the Code and any similar applicable law.

Specific rules apply to foreign, governmental and church plans.

As a general rule, certain employee benefit plans, including foreign pension plans, governmental plans established or maintained in the United States (as defined in Section 3(32) of ERISA), and certain church plans (as defined in Section 3(33) of ERISA), are not subject to ERISA’s requirements and are not “benefit plan investors” for purposes of investing in “plan assets” subject to ERISA’s requirements. Any such plan that is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Code may nonetheless be subject to the prohibited transaction rules set forth in Section 503 of the Code and, under certain circumstances in the case of church plans, Section 4975 of the Code. Also, some foreign plans and governmental plans may be subject to foreign, state, or local laws which are, to a material extent, similar to the provisions of ERISA or Section 4975 of the Code. Each fiduciary of a plan subject to any such similar law should make its own determination as to the need for, and the availability of, any exemption relief.

If stockholders invest in our common stock through an IRA or other retirement plan, they may be limited in their ability to withdraw required minimum distributions.

If stockholders invest in our common stock with assets of a retirement plan or IRA, federal law may require them to withdraw required minimum distributions from such plan or account in the future. Our common stock will be highly illiquid, and our share redemption program only offers limited liquidity. If stockholders require liquidity, they may generally sell their shares, but such sale may be at a price less than the price at which they initially purchased their common stock. If stockholders fail to withdraw required minimum distributions from their plan or account, they may be subject to certain taxes and tax penalties.

Our investments in construction loans require us to make estimates about the fair value of land improvements that may be challenged by the IRS.

We have invested, and may continue to invest in construction loans, the interest from which is qualifying income for purposes of the REIT income tests, provided that the loan value of the real property securing the construction loan is equal to or greater than the highest outstanding principal amount of the construction loan during any taxable year. For purposes of construction loans, the loan value of the real property is the fair value of the land plus the reasonably estimated cost of the improvements or developments (other than personal property) that secure the loan and that are to be constructed from the proceeds of the loan. There can be no assurance that the IRS would not challenge our estimate of the loan value of the real property.

Taxable Mortgage Pools and Excess Inclusion Income

An entity, or a portion of an entity, may be classified as a taxable mortgage pool (a “TMP”) under the Internal Revenue Code if:

•substantially all of its assets consist of debt obligations or interests in debt obligations;

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•more than 50% of those debt obligations are real estate mortgages or interests in real estate mortgages as of specified testing dates;

•the entity has issued debt obligations (liabilities) that have two or more maturities; and

•the payments required to be made by the entity on its debt obligations (liabilities) “bear a relationship” in large part to the payments to be received by the entity on the debt obligations that it holds as assets.

Our financing and securitization arrangements may give rise to TMPs with the consequences described below.

Where an entity, or a portion of an entity, is classified as a TMP, it is generally treated as a taxable corporation for federal income tax purposes. However, in the case of a REIT, or a portion of a REIT, or a disregarded subsidiary of a REIT, that is a TMP, special rules apply. The TMP is not treated as a corporation that is subject to corporate income tax, and the TMP classification does not directly affect the tax qualification of the REIT. Rather, the consequences of the TMP classification generally would be limited to the stockholders of the REIT, except as noted below.

A portion of the REIT’s income from the TMP, which might be noncash accrued income, could be treated as excess inclusion income. Section 860E(c) of the Internal Revenue Code defines the term “excess inclusion” with respect to a residual interest in a REMIC. The IRS, however, has yet to issue guidance on the computation of excess inclusion income on equity interests in a TMP held by a REIT. Generally, excess inclusion income with respect to our investment in any TMP and any taxable year will equal the excess of (i) the amount of income we accrue on our investment in the TMP over (ii) the amount of income we would have accrued if our investment were a debt instrument having an issue price equal to the fair market value of our investment on the day we acquired it and a yield to maturity equal to 120% of the long-term applicable federal rate in effect on the date we acquired our interest. The term “applicable federal rate” refers to rates that are based on weighted average yields for treasury securities and are published monthly by the IRS for use in various tax calculations.

If we undertake financing or securitization transactions that are TMPs, the amount of excess inclusion income we recognize in any taxable year could represent a significant portion of our total taxable income for that year. Under IRS guidance, the REIT’s excess inclusion income, including any excess inclusion income from a residual interest in a REMIC, must be allocated among its stockholders in proportion to distributions paid. We are required to notify our stockholders of the amount of “excess inclusion income” allocated to them. A stockholder’s share of our excess inclusion income:

•cannot be offset by any net operating losses otherwise available to the stockholder;

•is subject to tax as unrelated business taxable income in the hands of most types of stockholders that are otherwise generally exempt from federal income tax, including qualified employee pension and profit-sharing trusts and individual retirement accounts; and

•results in the application of U.S. federal income tax withholding at the maximum rate (30%), without reduction for any otherwise applicable income tax treaty or other exemption, to the extent allocable to most types of foreign stockholders.

To the extent that excess inclusion income is allocated from a TMP to a tax-exempt stockholder of a REIT that is not subject to unrelated business income tax (such as a government entity), the REIT will be subject to tax on this income at the highest applicable corporate tax rate. In this case, we are authorized to reduce and intend to reduce distributions to such stockholders by the amount of such tax paid by the REIT that is attributable to such stockholder’s ownership. The manner in which excess inclusion income is calculated, or would be allocated to stockholders, including allocations among shares of different classes of stock, remains unclear under current law. As required by IRS guidance, we intend to make such determinations using a reasonable method.

Tax-exempt investors, foreign investors and taxpayers with net operating losses should carefully consider the tax consequences described above, and are urged to consult their tax advisors.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

None.

ITEM 1C.    CYBERSECURITY

The Company’s Cybersecurity Risk Management Approach

The Company utilizes and relies on CIM Group for its IT and IT administration. CIM Group’s cybersecurity strategy prioritizes detection, analysis and response to known, anticipated or unexpected threats, effective management of security risks and resiliency against incidents. CIM Group’s cybersecurity risk management policies and procedures include, among other things: enterprise-wide hardware and software management and security controls; employee training; security assessments;

penetration testing; security audits and ongoing risk assessments; due diligence on, and monitoring and oversight of, key third-party providers; vulnerability management; and management oversight to assess, identify and manage material risks from cybersecurity threats. CIM Group’s controls leverage the National Institute of Standards and Technology Cyber Security Framework. CIM Group also utilizes industry and government associations, the results from regular internal and third-party audits and other similar resources to inform its cybersecurity processes and to allocate resources.

In addition, all CIM Group employees receive mandatory training on cybersecurity matters at such employee’s new hire and annually thereafter, periodic training and information updates that address new cybersecurity threats and trends, and quarterly “phishing” and social engineering testing to evaluate the effectiveness of the cybersecurity training program and raise employee awareness of cybersecurity threats.

In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents.

For further discussion of cybersecurity risks, see “Item 1A. Risk Factors—Risk Related to Our Company - Cybersecurity risks and cyber incidents may adversely affect our business in the event we or our manager, our transfer agent or any other party that provides us with essential services experiences cyber incidents.”

Management Oversight of Cybersecurity Risk Management

CIM Group’s internal processes require escalation of material cybersecurity risks to its management and its Cybersecurity Committee (the “Committee”) for evaluation. The Committee consists of CIM Group’s Chief Technology Officer (the “CTO”), CIM Group’s Chief Compliance Officer (the “CCO”) as well as representatives from CIM Group’s operations, compliance and accounting departments. The Committee is responsible for CIM Group’s cybersecurity policy and overseeing the activities of CIM Group’s cybersecurity practices, including assessing CIM Group’s risks and controls. The Committee is chaired by the CTO who has more than 30 years’ experience in the fields of information technology, cybersecurity and adjacent roles, including serving on cybersecurity advisory councils. In addition, members of the Committee have relevant industry experience in enterprise risk management and compliance. The team responsible for developing and implementing our cybersecurity program collectively holds an MS in Cybersecurity and Information Assurance and has multiple cybersecurity certifications, including CRISC, CISM, CISA, NCSP-NIST, CISSP, CASP+, CySA+ and Security+.

The Committee has established a Cybersecurity Subcommittee (the “Subcommittee”). The Subcommittee consists of, among others, the CCO, the CTO, the chief financial officers of public companies that are subject to the SEC’s cybersecurity rule adopted in 2023 and are managed by CIM Group, including our Chief Financial Officer. The Subcommittee is tasked with assisting CIM Group-managed public companies (that are subject to the SEC’s cybersecurity rule adopted in 2023), including us, in complying with such cybersecurity rule.

The Committee and Subcommittee each conduct both regular quarterly and as-needed meetings throughout the year during which members of the CIM Group’s IT department provide updates and report on meaningful cybersecurity risks, threats, incidents and vulnerabilities in accordance with the Committee’s and the Subcommittee’s respective reporting frameworks, as well as related priorities, mitigation and remediation activities, financial and employee resource levels, regulatory compliance, technology trends and third-party provider risks. To help inform this reporting framework, CIM Group maintains incident response plans and other policies and procedures designed to respond to, mitigate and remediate cybersecurity incidents based on the potential impact to CIM Group’s business, IT systems, network or data, including data held by third parties, or to the IT or other critical services provided by third-party vendors and service providers.

CIM Group’s personnel responsible for cybersecurity policy is comprised of individuals with either formal education and degrees in IT or cybersecurity, or with experience working in IT and cybersecurity, including relevant industry experience in security related industries.

We believe that the processes, policies and procedures established by the Committee and the Subcommittee provide guidance for consistent and effective incident handling and response and set standards for internal notifications and escalations, as well as external notification considerations with respect to a cybersecurity event or incident requiring disclosure or notification in accordance with applicable laws.

Board of Directors Oversight of Cybersecurity Risk Management

The Audit Committee of our Board has oversight of our cybersecurity risks. The Audit Committee receives quarterly updates from CIM Group with respect to the effectiveness of its cyber readiness and cybersecurity program. This oversight includes briefing and a report by the CTO or CIM Group’s Head of Operations, as well as a discussion of any cybersecurity

breaches detected by CIM Group and a summary of, among other things, the current cybersecurity threat landscape, defensibility measures implemented by CIM Group, the health of CIM Group’s information security system, effectiveness of CIM Group’s cybersecurity controls and recoverability and business continuity testing. Pursuant to the Company’s cybersecurity policy, the Audit Committee will be promptly notified of any material cybersecurity incident required to be disclosed under Item 105 of Regulation S-K and shall oversee the Company’s response to such matter.

ITEM 2.    PROPERTIES

See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Real Estate Portfolio Information for a discussion of the properties we hold for rental operations and Part IV, Item 15. Exhibits and Financial Statement Schedules — Schedule III — Real Estate and Accumulated Depreciation of this Annual Report on Form 10-K for a detailed listing of such properties.

ITEM 3.    LEGAL PROCEEDINGS

In the ordinary course of business, we may become subject to litigation or claims. We are not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we are a party or to which our properties are the subject.

ITEM 4.     MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

As of March 18, 2024, we had approximately 437.3 million shares of common stock outstanding, held by a total of 74,566 stockholders of record. The number of stockholders is based on the records of SS&C GIDS, Inc., which serves as our registrar and transfer agent.

There is no established trading market for our common stock. Therefore, there is a risk that a stockholder may not be able to sell our stock at a time or price acceptable to the stockholder, or at all. Unless and until our shares are listed on a national securities exchange, we do not expect that a public market for the shares will develop. Pursuant to the DRIP Offerings, we issue shares of our common stock at the most recently disclosed estimated per share NAV as determined by our Board. As of December 31, 2023, the estimated per share NAV was $6.31 per share, which was established on November 9, 2023 using a valuation date of September 30, 2023. Subsequent to December 31, 2023, the Board established an updated per share NAV of our common stock on February 29, 2024, using a valuation date of January 31, 2024, of $6.09 per share.

To assist fiduciaries of tax-qualified pension, stock bonus or profit-sharing plans, employee benefit plans and annuities described in Section 403(a) or (b) of the Code or an individual retirement account or annuity described in Section 408 of the Code subject to the annual reporting requirements of ERISA and IRA trustees or custodians in preparation of reports relating to an investment in the shares, we will publicly disclose and provide reports, as requested, of the per share estimated value of our common stock to those fiduciaries who request such reports. Furthermore, in order for FINRA members and their associated persons to participate in the Initial Offering, we are required pursuant to FINRA Rule 5110 to disclose in each annual report distributed to stockholders a per share estimated value of the shares, the method by which it was developed and the date of the data used to develop the estimated value. In addition, pursuant to FINRA Rule 2231, we are required to publish an updated estimated per share NAV on at least an annual basis. The Board will make decisions regarding the valuation methodology to be employed, who will perform valuations of our assets and the frequency of such valuations; provided, however, that the determination of the estimated per share NAV must be conducted by, or with the material assistance or confirmation of, a third-party valuation expert and must be derived from a methodology that conforms to standard industry practice. The Board established an updated estimated per share NAV effective on March 1, 2024 of $6.09 per share using a valuation date of January 31, 2024, using a methodology that conformed to standard industry practice. However, as set forth above, there is no public trading market for the shares at this time and stockholders may not receive $6.09 per share if a market did exist. We have not made any adjustments to the valuation of our estimated per share NAV for the impact of other transactions occurring subsequent to February 29, 2024.

In determining the estimated per share NAV as of January 31, 2024, our Board considered information and analysis, including valuation materials that were provided by our independent valuation expert, information provided by CMFT Management, and the estimated per share NAV recommendation made by the audit committee of our Board, which committee is comprised entirely of independent directors. See our Current Report on Form 8-K, filed with the SEC on March 1, 2024, for additional information regarding our independent valuation expert and its valuation materials.

Share Redemption Program

The Board has adopted a share redemption program that enables our stockholders to sell their shares to us in limited circumstances, subject to the conditions and limitations described below.

Our common stock is currently not listed on a national securities exchange. In order to provide stockholders with the benefit of interim liquidity, stockholders may present all, or a portion, of their shares consisting of at least the lesser of (1) 25% of the stockholder’s shares; or (2) a number of shares with an aggregate redemption price of at least $2,500, to us for redemption at any time in accordance with the procedures outlined below. At that time, we may, subject to the conditions and limitations described below, redeem the shares presented for redemption for cash to the extent that we have sufficient funds available to us to fund such redemption. We will not pay to our sponsor, our Board, or our manager or its affiliates any fees to complete any transactions under our share redemption program.

The per share redemption price (other than for shares purchased pursuant to our DRIP and as provided below for redemptions due to a stockholder’s death) depends on the length of time the stockholder has held such shares as follows: after two years from the purchase date, 97.5% of the most recently determined estimated per share NAV; and after three years from the purchase date, 100% of the most recently determined estimated per share NAV. The redemption price for shares purchased pursuant to our DRIP will be 100% of the most recently determined estimated per share NAV. The estimated per share NAV

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for purposes of our share redemption program as of December 31, 2023 was $6.31 per share, which estimated per share NAV was determined by our Board on November 9, 2023 using a valuation date of September 30, 2023. Subsequent to December 31, 2023, the Board established an updated estimated per share NAV of our common stock on February 29, 2024, using a valuation date of January 31, 2024, of $6.09 per share. As a result of our Board’s determination of an updated estimated per share NAV of our shares of common stock on February 29, 2024, the estimated per share NAV of $6.09 as of January 31, 2024 will serve as the most recent estimated per share NAV for purposes of the share redemption program, effective March 1, 2024 until such time as the Board determines a new estimated per share NAV.

In determining the redemption price, we consider shares to have been redeemed from a stockholder’s account on a first-in, first-out basis. The Board will announce any redemption price adjustment and the time period of its effectiveness as a part of its regular communications with our stockholders. If we have made one or more special distributions to our stockholders of all or a portion of the net proceeds from such sales, the per share redemption price will be reduced by the net sale proceeds per share distributed to stockholders prior to the redemption date. The Board will, in its sole discretion, determine which distributions, if any, constitute a special distribution. While our Board does not have specific criteria for determining a special distribution, we expect that a special distribution will only occur upon the sale of a property and the subsequent distribution of the net sale proceeds.

Upon receipt of a request for redemption, we may conduct a Uniform Commercial Code (“UCC”) search to ensure that no liens are held against the shares. Any costs for conducting the UCC search will be borne by us.

In the event of the death of a stockholder, we must receive a written redemption request from the stockholder’s estate within 12 months after the stockholder’s death in order to be eligible for a redemption due to a stockholder’s death. Shares redeemed in connection with a stockholder’s death will be redeemed at a purchase price per share equal to 100% of the estimated per share NAV.

In the event that a stockholder requests a redemption of all of their shares, and such stockholder is participating in our DRIP, the stockholder will be deemed to have notified us, at the time they submit their redemption request, that such stockholder is terminating its participation in our DRIP, and has elected to receive future distributions in cash. This election will continue in effect even if less than all of such stockholder’s shares are redeemed unless they notify us that they wish to resume their participation in our DRIP.

We will limit the number of shares redeemed pursuant to our share redemption program as follows: (1) we will not redeem in excess of 5% of the weighted average number of shares outstanding during the trailing 12 months prior to the end of the fiscal quarter for which the redemptions are being paid; and (2) funding for the redemption of shares will be limited, among other things, to the net proceeds we receive from the sale of shares under our DRIP, net of shares redeemed to date. In an effort to accommodate redemption requests throughout the calendar year, we intend to limit quarterly redemptions to approximately 1.25% of the weighted average number of shares outstanding during the trailing 12-month period ending on the last day of the fiscal quarter, and funding for redemptions for each quarter generally will be limited, among other things, to the net proceeds we receive from the sale of shares in the respective quarter under our DRIP; however, our management may waive these quarterly limitations in its sole discretion, subject to the 5% cap on the number of shares we may redeem during the respective trailing 12-month period. Any of the foregoing limits might prevent us from accommodating all redemption requests made in any quarter, in which case quarterly redemptions will be made pro rata, except as described below. Our management also reserves the right, in its sole discretion at any time, and from time to time, to reject any request for redemption for any reason.

We will redeem our shares no later than the end of the month following the end of each fiscal quarter. Requests for redemption must be received on or prior to the end of the fiscal quarter in order for us to repurchase the shares in the month following the end of that fiscal quarter. A stockholder may withdraw their request to have shares redeemed, but all such requests generally must be submitted prior to the last business day of the applicable fiscal quarter. Any redemption capacity that is not used as a result of the withdrawal or rejection of redemption requests may be used to satisfy the redemption requests of other stockholders received for that fiscal quarter, and such redemption payments may be made at a later time than when that quarter’s redemption payments are made.

We will determine whether we have sufficient funds and/or shares available as soon as practicable after the end of each fiscal quarter, but in any event prior to the applicable payment date. If we cannot purchase all shares presented for redemption in any fiscal quarter, based upon insufficient cash available from DRIP and/or the limit on the number of shares we may redeem during any quarter or year, we will give priority to the redemption of deceased stockholders’ shares and stockholders with exigent circumstances, as determined in our sole discretion and accompanied by such evidentiary documentation as we may request. While the shares of deceased stockholders and stockholders determined to have exigent circumstances will be included in calculating the maximum number of shares that may be redeemed in any annual or quarterly period, they will not be subject to the annual or quarterly percentage caps; therefore, if the volume of requests to redeem deceased stockholders’ shares in a

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particular quarter were large enough to cause the annual or quarterly percentage caps to be exceeded, even if no other redemption requests were processed, the redemptions of deceased stockholders’ shares would be completed in full, assuming sufficient proceeds from the sale of shares under our DRIP, net of shares redeemed to date, were available. If sufficient proceeds from the sale of shares under our DRIP, net of shares redeemed to date, are not available to pay all such redemptions in full, the requests to redeem shares of deceased stockholders and, effective as of April 1, 2023, stockholders determined to have exigent circumstances, will be honored on a pro rata basis. We next will give priority to requests for full redemption of accounts with a balance of 250 shares or less at the time we receive the request, in order to reduce the expense of maintaining small accounts. Thereafter, we will honor the remaining redemption requests on a pro rata basis. Following such quarterly redemption period, if a stockholder would like to resubmit the unsatisfied portion of the prior request for redemption, such stockholder must submit a new request for redemption of such shares prior to the last day of the new quarter. Unfulfilled requests for redemption will not be carried over automatically to subsequent redemption periods.

Our share redemption program is only intended to provide interim liquidity for stockholders until a liquidity event occurs, which may include the sale of the Company, the sale of all or substantially all of our assets, a merger or similar transaction, an alternative strategy that will result in a significant increase in opportunities for stockholders to redeem their shares or the listing of the shares of our common stock for trading on a national securities exchange. We cannot guarantee that a liquidity event will occur.

The shares we redeem under our share redemption program are canceled and returned to the status of authorized but unissued shares. We do not intend to resell such shares to the public unless they are first registered with the SEC under the Securities Act and under appropriate state securities laws or otherwise sold in compliance with such laws.

The Board may choose to amend, suspend or terminate our share redemption program in its sole discretion if it believes that such action is in the best interest of our stockholders. Any material modifications or suspension of the share redemption program will be disclosed to our stockholders as promptly as practicable in our reports filed with the SEC and via our website. Additionally, we will be required to discontinue sales of shares under our Secondary DRIP Offering on the date we sell all of the shares registered for sale under the Secondary DRIP Offering, unless we register additional DRIP shares to be offered pursuant to an effective registration statement with the SEC and applicable states. Because the redemption of shares will be funded with the net proceeds we receive from the sale of shares under our Secondary DRIP Offering, net of shares redeemed to date, the discontinuance or termination of our Secondary DRIP Offering will adversely affect our ability to redeem shares under the share redemption program. We will notify our stockholders of such developments (1) in our next annual or quarterly report or (2) by means of a separate mailing, accompanied by disclosure in a current or periodic report under the Exchange Act.

During the year ended December 31, 2023, we received valid redemption requests under our share redemption program totaling approximately 110.2 million shares, of which we redeemed approximately 5.2 million shares as of December 31, 2023 for $33.9 million (at an average redemption price of $6.57 per share) and approximately 1.7 million shares subsequent to December 31, 2023 for $11.0 million (at an average redemption price of $6.31 per share). The remaining redemption requests relating to approximately 103.3 million shares went unfulfilled. During the year ended December 31, 2022, we received valid redemption requests under our share redemption program totaling approximately 99.2 million shares, of which we redeemed approximately 4.1 million shares as of December 31, 2022 for $29.7 million (at an average redemption price of $7.20 per share) and approximately 1.6 million shares subsequent to December 31, 2022 for $10.5 million (at an average redemption price of $6.57 per share). The remaining redemption requests relating to approximately 93.5 million shares went unfulfilled. A valid redemption request is one that complies with the applicable requirements and guidelines of our current share redemption program set forth above. We funded such redemptions with proceeds from our DRIP Offerings and available borrowings. During the years ended December 31, 2023 and 2022, we issued approximately 6.5 million and 5.4 million shares of common stock, respectively, under the DRIP Offerings, for proceeds of $42.9 million and $38.9 million, respectively, which were recorded as redeemable common stock on the consolidated balance sheets, net of any redemptions paid.

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In general, we redeem shares on a quarterly basis. During the three-month period ended December 31, 2023, we redeemed shares, including those redeemable due to a stockholder’s death, as follows:

Period (1)	Total Number<br>of Shares<br>Redeemed	Average Price<br>Paid per Share			Total Number of Shares<br>Purchased as Part of<br>Publicly Announced<br>Plans or Programs	Maximum Number of<br>Shares that May Yet Be<br>Purchased Under the<br>Plans or Programs
October 1, 2023 - October 31, 2023	8,627	$	6.57		8,627	(3)
November 1, 2023 - November 30, 2023	1,677,574	$	6.57		1,677,574	(3)
December 1, 2023 - December 31, 2023	60,307	$	6.58	(2)	60,307	(3)
Total	1,746,508				1,746,508

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(1)Redemptions are included in the month of payment, which is made one business day following the trade date.

(2)Includes a prior period redemption.

(3)A description of the maximum number of shares that may be purchased under our share redemption program is included in the narrative preceding this table.

See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Share Redemptions in this Annual Report on Form 10-K, and Note 15 — Stockholders’ Equity — Share Redemption Program to our consolidated financial statements in this Annual Report on Form 10-K for additional share redemption information.

Distributions

We elected to be taxed, and conduct our operations to qualify, as a REIT for federal income tax purposes, commencing with our taxable year ended December 31, 2012. As a REIT, we have made, and intend to continue to make, distributions each taxable year equal to at least 90% of our taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). One of our primary goals is to pay regular (monthly) distributions to our stockholders.

See Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Distributions in this Annual Report on Form 10-K for additional information on distributions.

For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or nondividend distributions. To the extent that we make a distribution in excess of our current or accumulated earnings and profits, the distribution will be a nontaxable return of capital, reducing the tax basis in each U.S. stockholder’s shares. In addition, the amount of distributions in excess of U.S. stockholders’ tax basis in their shares will be taxable as a capital gain realized from the sale of those shares. See Note 16 — Income Taxes to our consolidated financial statements in this Annual Report on Form 10-K for the character of the distributions paid during the years ended December 31, 2023, 2022 and 2021.

The following table shows the distributions declared on a per share basis during the years ended December 31, 2023, 2022 and 2021 (in thousands, except per share data):

Year Ending December 31,	Total Distributions<br>Declared		Distributions Declared<br>per Common Share
2023	$	185,916	$	0.425
2022	$	164,526	$	0.376
2021	$	134,045	$	0.364

ITEM 6.    RESERVED

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our accompanying consolidated financial statements and notes thereto. See also the Cautionary Note Regarding Forward-Looking Statements section preceding Part I of this Annual Report on Form 10-K. For a comparison of the years ended December 31, 2022 and 2021, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

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Overview

We are a non-traded REIT that seeks to attain attractive risk-adjusted returns and create long term value for our stockholders by investing in a diversified portfolio of senior secured mortgage loans, creditworthy long-term net-leased property investments and other senior loan and liquid credit investments. Our investment strategy allows us to adapt over time in order to respond to evolving market conditions and to capitalize on investment opportunities that may arise at different points in the economic and real estate investment cycle. Subject to market conditions, we expect to pursue a listing of our common stock on a national securities exchange at such time as our Board determines that such a listing would be in the best interests of our stockholders, though we can provide no assurance that a listing will happen in a particular timeframe or at all.

We were formed on July 27, 2010, and we elected to be taxed, and conduct our operations to qualify, as a REIT for U.S. federal income tax purposes. We have no paid employees and are externally managed by CMFT Management and, with respect to investments in securities and certain other of our investments, our Investment Advisor, each of which is an affiliate of CIM Group, a vertically-integrated community-focused real estate and infrastructure owner, operator, lender and developer.

As of December 31, 2023, our loan portfolio consisted of 291 loans with a net book value of $4.3 billion, and investments in real estate-related securities of $519.7 million. The Company expects to conduct its commercial real estate lending business through CLR, a Maryland statutory trust and currently wholly owned subsidiary of the Company which we expect to be taxed as a REIT for U.S. federal income tax purposes. As of February 29, 2024, CLR holds a diversified portfolio of approximately $1.6 billion of the Company’s senior secured mortgage loans and commercial mortgage-backed securities.

As of December 31, 2023, we owned 192 properties, which consisted of 179 retail properties, eight office properties, and five industrial properties, representing 17 industry sectors and comprising approximately 6.2 million rentable square feet of commercial space located in 37 states, with a net book value of $1.1 billion. As of December 31, 2023, we owned condominium developments with a net book value of $87.6 million.

During the year ended December 31, 2023, we disposed of 188 properties encompassing 4.8 million gross rentable square feet, including the sale of 178 properties that closed pursuant to the Realty Income Purchase and Sale Agreement (as defined in Note 4 — Real Estate Assets to the consolidated financial statements in this Annual Report on Form 10-K) for total consideration of $861.0 million, as further discussed in Note 4 — Real Estate Assets to the consolidated financial statements in this Annual Report on Form 10-K.

Our operating results and cash flows are primarily influenced by interest income from our credit investments, rental and other property income from our commercial properties, interest expense on our indebtedness and credit investments and expenses. In general, our business model is such that rising interest rates will correlate to increases in our net income, while declining interest rates will correlate to decreases in our net income. As of December 31, 2023, 99.3% of our CMBS and loans held-for-investment by carrying value earned a floating rate of interest, indexed to Secured Overnight Financing Rate (“SOFR”), and were financed with liabilities that pay interest at floating rates, which resulted in an amount of net equity that is positively correlated to rising interest rates, subject to the impact of interest rate floors on certain of our floating rate loans. CMFT Management reviews our investment portfolio and is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary. In addition, as 99.9% of our rentable square feet was under lease, including any month-to-month agreements, as of December 31, 2023, with a weighted average remaining lease term of 10.7 years, we believe our exposure to changes in commercial rental rates on our portfolio is substantially mitigated, except for vacancies caused by tenant bankruptcies or other factors. Our manager regularly monitors the creditworthiness of our tenants by reviewing each tenant’s financial results, any available credit rating agency reports on the tenant or guarantor, the operating history of the property with such tenant, the tenant’s market share and track record within its industry segment, the general health and outlook of the tenant’s industry segment and other information for changes and possible trends. If our manager identifies significant changes or trends that may adversely affect the creditworthiness of a tenant, it will gather a more in-depth knowledge of the tenant’s financial condition and, if necessary, attempt to mitigate the tenant credit risk by evaluating the possible sale of the property or identifying a possible replacement tenant should the current tenant fail to perform on the lease.

Recent Developments

Macroeconomic Environment

The year 2023 was characterized by continued volatility in global markets, driven by investor concerns over inflation, rising interest rates, slowing economic growth, political and regulatory uncertainty and geopolitical conditions. Events affecting financial institutions have contributed to instability in the banking sector and have also contributed to diminished liquidity and credit availability in the market broadly.

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Continued inflation has caused the Federal Reserve to raise interest rates, and while the Federal Reserve has left interest rates unchanged since its July 26, 2023 meeting, interest rates are expected to remain at an elevated level in the near-term, which has created further uncertainty for the economy and for our borrowers and tenants. Although the majority of our business model is such that rising interest rates will, all else being equal, correlate to increases in our net income, increases in interest rates may adversely affect our existing borrowers, tenants and owned property values. Additionally, rising rates and increasing costs may dampen consumer spending and slow corporate profit growth, which may negatively impact the collateral underlying certain of our loans and the ability of our tenants to pay rent. While there is debate among economists as to whether such factors indicate that the U.S. will enter a recession, it remains difficult to predict the full impact of recent changes and any future changes in interest rates or inflation.

Operating Highlights and Key Performance Indicators

2023 Activity

Operating Results:

•Net income attributable to the Company of $28.1 million, or $0.06 per share.

•Declared aggregate distributions of $0.425 per share.

Credit Portfolio Activity:

•Invested $477.3 million in first mortgage loans.

•Invested $121.3 million in liquid corporate senior loans and sold liquid corporate senior loans for an aggregate gross sales price of $210.8 million.

•Invested $154.1 million in corporate senior loans.

•Received principal repayments on loans held-for-investment of $197.0 million.

•Invested $163.9 million in CMBS, received principal repayments on CMBS of $60.2 million and sold CMBS for an aggregate gross sales price of $77.4 million.

•Funded an additional $40.0 million in NP JV Holdings (as defined in Note 2 — Summary of Significant Accounting Policies to the consolidated financial statements in this Annual Report on Form 10-K).

Real Estate Portfolio Activity:

•Disposed of 188 properties for an aggregate sales price of $925.9 million.

•Disposed of 18 condominium units for an aggregate sales price of $51.2 million.

Financing Activity:

•Decreased total debt by $504.8 million.

•Entered into a new financing facility with Ally Bank (as defined in Note 10 — Repurchase Facilities, Notes Payable and Credit Facilities to the consolidated financial statements in this Annual Report on Form 10-K) that provides up to $300.0 million in financing, which may be increased to an aggregate principal amount up to $500.0 million, pursuant to the revolving loan and security agreement entered into.

•Paid down the $240.0 million outstanding balance under the CMFT Credit Facility (as defined below) and terminated the CMFT Credit Facility.

•Paid down the $121.9 million outstanding balance on the first lien mortgage loan with JP Morgan Chase (as defined below).

•Paid down the $43.1 million outstanding balance on the refinanced Assumed Variable Rate Debt (as defined in Note 10 — Repurchase Facilities, Notes Payable and Credit Facilities to the consolidated financial statements in this Annual Report on Form 10-K) and terminated the respective amended borrowing agreement.

•Increased the aggregate maximum financing amount under the repurchase facilities with Citibank, N.A. to $650.0 million.

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Portfolio Information

The following table shows the carrying value of our portfolio by investment type as of December 31, 2023 and 2022 (dollar amounts in thousands):

	As of December 31,
	2023					2022
	Asset Count	Carrying Value				Asset Count	Carrying Value
Loan Held-For-Investment
First mortgage loans	33	$	3,648,351	61.0	%	29	$	3,285,193	48.8	%
Liquid corporate senior loans	237	537,990		9.0	%	317	701,540		10.4	%
Corporate senior loans	21	210,722		3.5	%	4	57,165		0.8	%
Less: Current expected credit losses		(132,598)		(2.2)	%		(42,344)		(0.6)	%
Total loans held-for-investment and related receivable, net	291	4,264,465		71.3	%	350	4,001,554		59.4	%
Real Estate-Related Securities
CMBS and equity security	23	555,522		9.3	%	21	576,391		8.6	%
Less: Current expected credit losses		(35,808)		(0.6)	%		—		—	%
Total real estate-related securities, net	23	519,714		8.7	%	21	576,391		8.6	%
Real Estate
Total real estate assets and intangible lease liabilities, net	192	1,195,276		20.0	%	380	2,158,874		32.0	%
Total Investment Portfolio	506	$	5,979,455	100.0	%	751	$	6,736,819	100.0	%

Credit Portfolio Information

The following table details overall statistics for our credit portfolio as of December 31, 2023 (dollar amounts in thousands):

	CRE Loans (1)(2)			Liquid Corporate Senior Loans			CMBS and Equity Security (2)				Corporate Senior Loans
Number of investments (3)	33			237			23				21
Principal balance	$	3,669,116		$	543,837		$	671,861			$	214,650
Net book value	$	3,539,111		$	518,252		$	519,714			$	207,102
Unfunded loan commitments	$	241,708		$	152		—				$	30,592
Weighted-average interest rate (4)	8.7		%	9.3		%	9.2		%		11.9		%
Weighted-average maximum years to maturity	2.8			4.2			4.7			(5)	3.8

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(1)As of December 31, 2023, 100% of our loans by principal balance earned a floating rate of interest indexed to SOFR.

(2)Maximum maturity date assumes all extension options are exercised by the borrowers and assumes all relevant conditions are met for such extensions; however, our loans and CMBS may be repaid prior to such date.

(3)Table does not include our investment in the Unconsolidated Joint Venture (as defined in Note 2 — Summary of Significant Accounting Policies — Investment in Unconsolidated Entities to the consolidated financial statements in this Annual Report on Form 10-K), which had a carrying value of $126.8 million as of December 31, 2023.

(4)The weighted-average interest rate for variable rate investments is based on the relevant floating benchmark plus a spread.

(5)Includes two tranches of a CMBS position held by the Company that did not mature as anticipated in December and therefore were in maturity default as of December 31, 2023.

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As of December 31, 2023, our CRE loans had the following characteristics based on carrying values (dollar amounts in thousands):

Collateral Property Type	As of December 31, 2023
Office	$	1,848,219	50.5	%
Multifamily	1,171,128		32.1	%
Industrial	344,772		9.5	%
Hospitality	89,797		2.5	%
Mixed Use	68,966		1.9	%
Retail	64,747		1.8	%
Self-Storage	60,722		1.7	%
Total first mortgage loans	$	3,648,351	100.0	%
Less: current expected credit losses	(109,240)
Total first mortgage loans, net	$	3,539,111				Geographic Location	As of December 31, 2023
---	---	---	---	---
South	$	1,429,721	39.2	%
West	1,126,178		30.9	%
East	767,626		21.0	%
Various	324,826		8.9	%
Total first mortgage loans	$	3,648,351	100.0	%
Less: current expected credit losses	(109,240)
Total first mortgage loans, net	$	3,539,111

Real Estate Portfolio Information

As of December 31, 2023, we owned 192 properties located in 37 states, the gross rentable square feet of which was 99.9% leased, including any month-to-month agreements, with a weighted average lease term remaining of 10.7 years. During the year ended December 31, 2023, we disposed of 188 properties for an aggregate gross sales price of $925.9 million. Additionally, during the year ended December 31, 2023, we sold 18 condominium units for an aggregate gross sales price of $51.2 million. During the years ended December 31, 2023 and 2022, the Company did not acquire any properties.

The following table shows the property statistics of our real estate assets as of December 31, 2023 and 2022:

	As of December 31,
	2023		2022
Number of commercial properties	192		380
Rentable square feet (in thousands) (1)	6,153		10,935
Percentage of rentable square feet leased	99.9	%	99.2	%
Percentage of investment-grade tenants (2)	33.8	%	39.4	%

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(1)Includes square feet of buildings on land parcels subject to ground leases.

(2)Investment-grade tenants are those with a credit rating of BBB- or higher by Standard & Poor’s Financial Services LLC (“Standard & Poor’s”) or a credit rating of Baa3 or higher by Moody’s Investor Service, Inc. (“Moody’s”). The ratings may reflect those assigned by Standard & Poor’s or Moody’s to the lease guarantor or the parent company, as applicable. The weighted average credit rating is weighted based on annualized rental income and is for only those tenants rated by Standard & Poor’s.

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The following table shows the tenant diversification of our real estate portfolio, based on annualized rental income, as of December 31, 2023:

			2023		2023		Percentage of
	Total	Leased	Annualized		Annualized		2023
	Number	Square Feet	Rental Income		Rental Income		Annualized
Tenant	of Leases (1)	(in thousands) (2)	(in thousands)		per Square Foot (2)		Rental Income
CVS	33	421	$	8,852	$	21.03	10	%
Cabela’s	1	403	7,198		17.86		8	%
United Oil	2	38	6,508		171.26		7	%
Lowe’s	8	1,073	6,321		5.89		7	%
Walgreens	11	162	3,903		24.09		4	%
Vanguard Group	1	137	3,675		26.82		4	%
BJ’s Wholesale Club, Inc.	2	225	3,270		14.53		4	%
Valvoline Oil Change	1	162	3,060		18.89		4	%
Tractor Supply	11	213	2,892		13.58		3	%
Bob Evans	2	76	2,826		37.18		3	%
Other	65	3,234	41,459		12.82		46	%
	137	6,144	$	89,964	$	14.64	100	%

____________________________________

(1)     Includes leases which are master lease agreements.

(2)     Includes square feet of the buildings on land parcels subject to ground leases.

The following table shows the tenant industry diversification of our real estate portfolio, based on annualized rental income, as of December 31, 2023:

			2023		2023		Percentage of
	Total	Leased	Annualized		Annualized		2023
	Number	Square Feet	Rental Income		Rental Income		Annualized
Industry	of Leases (1)	(in thousands) (2)	(in thousands)		per Square Foot (2)		Rental Income
Health and Personal Care Stores	44	584	$	12,755	$	21.84	14	%
Manufacturing	7	1,009	10,320		10.23		12	%
Sporting Goods, Hobby, and Musical Instrument Retailers	4	575	9,807		17.06		11	%
Automotive Repair and Maintenance	9	312	7,603		24.37		8	%
Gasoline Stations	5	52	7,272		139.85		8	%
Warehouse Clubs, Supercenters, and Other General Merchandise Retailers	9	695	6,804		9.79		8	%
Finance and Insurance	2	257	6,486		25.24		7	%
Building Material and Supplies Dealers	8	1,073	6,321		5.89		7	%
Grocery Stores	9	717	6,279		8.76		7	%
Restaurants and Other Eating Places	10	108	4,313		39.94		5	%
Other	30	762	12,004		15.75		13	%
	137	6,144	$	89,964	$	14.64	100	%

____________________________________

(1)     Includes leases which are master lease agreements.

(2)     Includes square feet of the buildings on land parcels subject to ground leases.

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The following table shows the geographic diversification of our real estate portfolio, based on annualized rental income, as of December 31, 2023:

			2023		2023		Percentage of
	Total	Rentable	Annualized		Annualized		2023
	Number of	Square Feet	Rental Income		Rental Income		Annualized
Location	Properties	(in thousands) (1)	(in thousands)		per Square Foot (1)		Rental Income
Ohio	20	1,243	$	14,735	$	11.85	16	%
California	28	72	7,164		99.50		8	%
Wisconsin	7	677	6,530		9.65		7	%
Florida	9	607	5,991		9.87		7	%
Texas	24	189	4,873		25.78		6	%
Illinois	9	594	4,659		7.84		5	%
Arizona	2	140	3,973		28.38		5	%
Virginia	10	239	3,960		16.57		4	%
Kentucky	3	188	3,632		19.32		4	%
New Jersey	3	146	3,523		24.13		4	%
Other	77	2,058	30,924		15.03		34	%
	192	6,153	$	89,964	$	14.62	100	%

____________________________________

(1)     Includes square feet of the buildings on land parcels subject to ground leases.

The following table shows the property type diversification of our real estate portfolio, based on annualized rental income, as of December 31, 2023:

			2023		2023		Percentage of
	Total	Rentable	Annualized		Annualized		2023
	Number of	Square Feet	Rental Income		Rental Income		Annualized
Property Type	Properties	(in thousands) (1)	(in thousands)		per Square Foot (1)		Rental Income
Retail	179	4,266	$	67,419	$	15.80	75	%
Office	8	1,025	18,069		17.63		20	%
Industrial	5	862	4,476		5.19		5	%
	192	6,153	$	89,964	$	14.62	100	%

____________________________________

(1)     Includes square feet of the buildings on land parcels subject to ground leases.

Leases

Although there are variations in the specific terms of the leases of our properties, the following is a summary of the general structure of our current leases. Generally, the leases of the properties acquired provide for initial terms of ten or more years and provide the tenant with one or more multi-year renewal options, subject to generally the same terms and conditions as the initial lease term. Certain leases also provide that in the event we wish to sell the property subject to that lease, we first must offer the lessee the right to purchase the property on the same terms and conditions as any offer which we intend to accept for the sale of the property. The properties are generally leased under net leases pursuant to which the tenant bears responsibility for substantially all property costs and expenses associated with ongoing maintenance and operation, including utilities, property taxes and insurance, while certain of the leases require us to maintain the roof, structure and parking areas of the building. Additionally, certain leases provide for increases in rent as a result of fixed increases, increases in the consumer price index, and/or increases in the tenant’s sales volume. The leases of the properties provide for annual rental payments (payable in monthly installments) ranging from $47,000 to $3.7 million (average of $471,000). Certain leases provide for limited increases in rent as a result of fixed increases or increases in the consumer price index.

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The following table shows lease expirations of our real estate portfolio, as of December 31, 2023, during each of the next ten years and thereafter, assuming no exercise of renewal options:

			2023
	Total	Leased	Annualized		2023		Percentage of
	Number	Square Feet	Rental Income		Annualized		2023
	of Leases	Expiring	Expiring		Rental Income		Annualized
Year of Lease Expiration	Expiring (1)	(in thousands) (2)	(in thousands)		per Square Foot (2)		Rental Income
2024	4	174	$	1,872	$	10.76	2	%
2025	1	60	998		16.63		1	%
2026	2	296	3,333		11.26		4	%
2027	3	420	5,067		12.06		6	%
2028	—	—	—		—		—	%
2029	2	145	2,188		15.09		2	%
2030	5	86	1,491		17.34		2	%
2031	10	815	6,011		7.38		7	%
2032	11	449	8,588		19.13		9	%
2033	12	588	8,533		14.51		9	%
Thereafter	87	3,111	51,883		16.68		58	%
	137	6,144	$	89,964	$	14.64	100	%

____________________________________

(1)     Includes leases which are master lease agreements.

(2)     Includes square feet of the buildings on land parcels subject to ground leases.

The following table shows the economic metrics of our real estate assets as of and for the years ended December 31, 2023 and 2022:

	2023	2022
Economic Metrics
Weighted-average lease term (in years) (1)	10.7	10.6
Lease rollover (1)(2):
Annual average	2.5%	2.9%
Maximum for a single year	5.6%	3.4%

____________________________________

(1)Based on annualized rental income of our real estate portfolio as of December 31, 2023 and 2022.

(2)Through the end of the next five years as of the respective reporting date.

Results of Operations

Overview

We are not aware of any material trends or uncertainties, other than national economic conditions affecting real estate in general, such as inflation and rising interest rates, that may reasonably be expected to have a material impact on our results from the acquisition, management and operation of properties and credit investments other than those listed in Part I, Item 1A. Risk Factors.

For a comparison of the years ended December 31, 2022 and 2021, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Our operating segments include Credit and Real Estate. Refer to Note 18 — Segment Reporting to our consolidated financial statements in this Annual Report on Form 10-K for further discussion of our operating segments.

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The following table compares our summarized results of operations for the years ended December 31, 2023 and 2022 by operating segment (amounts in thousands):

	For the Year Ended December 31,
	2023		2022		Change
Revenues:
Credit Segment	$	453,480	$	238,757	$	214,723
Real Estate Segment	115,056		213,001		(97,945)
Corporate	323		388		(65)
	568,859		452,146		116,713
Expenses:
Credit Segment	412,341		171,624		240,717
Real Estate Segment	105,874		176,207		(70,333)
Corporate	58,126		68,213		(10,087)
	576,341		416,044		160,297
Other (expense) income:
Credit Segment	(17,674)		(4,964)		(12,710)
Real Estate Segment	44,159		104,129		(59,970)
Corporate	9,083		8,599		484
	35,568		107,764		(72,196)
Net income	28,086		143,866		(115,780)
Net income allocated to non-controlling interest	8		66		(58)
Net income attributable to the Company	$	28,078	$	143,800	$	(115,722)

Year Ended December 31, 2023 Compared to the Year Ended December 31, 2022

Credit Segment

Revenues

The increase in our Credit segment revenues of $214.7 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, was primarily due to increased average index rates during 2023, as well as an increase in the overall size of our investment portfolio. As of December 31, 2023, we held $4.8 billion in credit investments compared to $4.6 billion in credit investments as of December 31, 2022.

Expenses

Expenses for our Credit segment consist primarily of interest expense, increases (decreases) to our provision for credit losses, management fees, and general and administrative expenses. The increase in our Credit segment expenses of $240.7 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, was primarily due to a $123.3 million increase in interest expense, net due to higher average index rates during 2023 and increased outstanding borrowings used to fund credit investments. The increase was further driven by a $104.8 million increase in the provision for credit losses, primarily due to the asset-specific credit loss provision of $64.6 million recognized on two of the Company’s first mortgage loan investments and the $35.8 million credit loss allowance related to a CMBS position that was recognized due to a decline in the underlying collateral value during the year ended December 31, 2023.

Other Expense

Other expense for our Credit segment consists of gain on investment in unconsolidated entities, unrealized gain (loss) on equity security, along with dividend income from our equity security. The increase in our Credit segment other expense of $12.7 million during the year ended December 31, 2023, as compared to the year ended December 31, 2022, was primarily due to a $35.4 million decrease in other (expense) income, net, $39.4 million of which was due to the realized loss on sale of CMBS. The increase in other expense was partially offset by a $4.8 million unrealized gain on equity security recognized during the year ended December 31, 2023, compared to a $15.1 million unrealized loss on equity security recognized during the

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year ended December 31, 2022, a $4.9 million increase in gain on investment in unconsolidated entities and a $3.6 million increase driven by increased dividend income on our equity security and increased interest income generated by short-term investments included in cash and cash equivalents on the consolidated balance sheet for the year ended December 31, 2023.

Real Estate Segment

Revenues

The decrease in our Real Estate segment revenues of $97.9 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, was primarily due to the disposition of 188 properties subsequent to December 31, 2022 and the disposition of 134 properties during the year ended December 31, 2022. Refer to “Same Store Analysis” below for a further discussion of net operating income at our “same store properties”.

Expenses

The decrease in our Real Estate segment expenses of $70.3 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, was primarily due to the disposition of 188 properties subsequent to December 31, 2022. Refer to “Same Store Analysis” below for a further discussion of net operating income at our “same store properties”. The decrease was partially offset by an increase in impairment charges of $4.2 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, as six properties were deemed to be impaired during the year ended December 31, 2023, resulting in impairment charges of $20.4 million, as compared to 23 properties that were deemed to be impaired during the year ended December 31, 2022, resulting in impairment charges of $16.2 million.

Other Income

Other income for our Real Estate segment primarily consists of gain on disposition of real estate and condominium developments, net, loss on extinguishment of debt and other income, net. The decrease in our Real Estate segment other income of $60.0 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022, was primarily due to the disposition of 188 properties resulting in a net gain of $44.4 million during the year ended December 31, 2023, compared to the disposition of 134 properties and an outparcel of land for a gain of $117.8 million during the year ended December 31, 2022. Other income was further reduced due to a $4.6 million decrease in the fair value of our interest rate caps during the year ended December 31, 2023, as compared to a $4.5 million increase in the fair value of our interest rate caps during the year ended December 31, 2022. The decrease was partially offset by a $17.5 million decrease in loss on extinguishment of debt, driven by increased termination of certain mortgage notes in connection with the disposition of the underlying properties during the year ended December 31, 2022, as compared to the year ended December 31, 2023.

Corporate and Other

Revenues

Our corporate revenues, which consist primarily of rental income from our condominium and rental units acquired via foreclosure, decreased $65,000 during the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the write-off of certain rent previously owed as a result of a settlement during the year ended December 31, 2023.

Expenses

Our corporate expenses consist primarily of general and administrative expenses, expense reimbursements to related parties, interest expense, net related to our credit facilities, and impairment on our condominium and rental units acquired via foreclosure. The decrease in corporate expenses of $10.1 million during the year ended December 31, 2023 as compared to the year ended December 31, 2022, was primarily due to a decrease in interest expense, net of $9.3 million, driven by the pay down and termination of the credit agreement with JPMorgan Chase Bank, N.A. (“JP Morgan Chase”) and PNC Bank, N.A. (the “CMFT Credit Facility”) during the year ended December 31, 2023, along with a decrease in expense reimbursements to related parties of $3.3 million during the year ended December 31, 2023 as compared to the year ended December 31, 2022. The decrease was partially offset by a $3.4 million increase in transaction-related expenses driven by a tax settlement related to the Company’s condominium units during the year ended December 31, 2023.

Other Income

The increase in corporate other income of $484,000 during the year ended December 31, 2023, as compared to the year ended December 31, 2022, was primarily driven by an increase in other income, net of $9.6 million due to interest income generated by an increase in short-term liquid investments included in cash and cash equivalents on the consolidated balance

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sheet for the year ended December 31, 2023, as compared to the year ended December 31, 2022. The increase was partially offset by the $5.2 million net gain during the year ended December 31, 2022, related to our investment in CIM UII Onshore, L.P. (“CIM UII Onshore”), which was subsequently redeemed during 2022. The increase was further offset by a $3.4 million increase in loss on extinguishment of debt during the year ended December 31, 2023, as compared to the year ended December 31, 2022, primarily in connection with the paydown and termination of the CMFT Credit Facility and the refinanced Assumed Variable Rate Debt.

Net Income Allocated to Non-Controlling Interest

The change in net income allocated to non-controlling interest for the year ended December 31, 2023, as compared to the year ended December 31, 2022, was due to the Company having sold the two properties previously owned through a consolidated joint venture arrangement during the year ended December 31, 2022, and therefore no longer having a controlling financial interest in the consolidated joint venture arrangement during the year ended December 31, 2023.

Same Store Analysis

Our results of operations are influenced by the timing of acquisitions and the operating performance of our real estate assets. We review our stabilized operating results, measured by net operating income, from properties that we owned for the entirety of both the current and prior year reporting periods, referred to as “same store” properties, and we believe that the presentation of operating results for same store properties provides useful information to stockholders. Net operating income is a supplemental non-GAAP financial measure of a real estate company’s operating performance. Net operating income is considered by management to be a helpful supplemental performance measure, as it enables management to evaluate the impact of occupancy, rents, leasing activity and other controllable property operating results at our real estate properties, and it provides a consistent method for the comparison of our properties. We define net operating income as operating revenues less operating expenses, which exclude (i) depreciation and amortization, (ii) interest expense and other non-property related revenue and expense items such as (a) general and administrative expenses, (b) expense reimbursements to related parties, (c) management fees, (d) transaction-related expenses, (e) real estate impairment, (f) increase in provision for credit losses, (g) gain on disposition of real estate and condominium developments, net, (h) merger-related expenses, net and (i) interest income. Our calculation of net operating income may not be comparable to that of other REITs and should not be considered to be more relevant or accurate in evaluating our operating performance than the current GAAP methodology used in calculating net income. In determining the same store property pool, we include all properties that were owned for the entirety of both the current and prior reporting periods, except for properties during the current or prior year that were under development or redevelopment.

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Comparison of the Years Ended December 31, 2023 and 2022

The following table reconciles our Real Estate segment net income, calculated in accordance with GAAP, to net operating income (in thousands):

	Total
	For the Year Ended December 31,
	2023		2022		Change
Net income	$	53,341	$	140,923	$	(87,582)
Loss on extinguishment of debt	1,192		18,646		(17,454)
Other income (expense), net	4,380		(5,012)		9,392
Gain on disposition of real estate and condominium developments, net	(49,731)		(117,763)		68,032
Real estate impairment	20,404		16,184		4,220
Depreciation and amortization	42,532		70,606		(28,074)
Transaction-related expenses	10		511		(501)
Management fees	10,702		21,526		(10,824)
General and administrative expenses	709		553		156
Interest expense, net	22,884		41,295		(18,411)
Net operating income	$	106,423	$	187,469	$	(81,046)

A total of 192 properties were acquired before January 1, 2022 and represent our “same store” properties during the years ended December 31, 2023 and 2022. “Non-same store” properties, for purposes of the table below, include properties acquired or disposed of on or after January 1, 2022.

The following table details the components of our Real Estate segment net operating income broken out between same store and non-same store properties (in thousands):

	Total						Same Store						Non-Same Store
	For the Year Ended December 31,						For the Year Ended December 31,						For the Year Ended December 31,
	2023		2022		Change		2023		2022		Change		2023		2022		Change
Rental and other property income	$	115,057	$	213,001	$	(97,944)	$	96,844	$	95,876	$	968	$	18,213	$	117,125	$	(98,912)
Property operating expenses	5,204		14,609		(9,405)		4,027		3,717		310		1,177		10,892		(9,715)
Real estate tax expenses	3,430		10,923		(7,493)		3,677		3,656		21		(247)		7,267		(7,514)
Total property operating expenses	8,634		25,532		(16,898)		7,704		7,373		331		930		18,159		(17,229)
Net operating income	$	106,423	$	187,469	$	(81,046)	$	89,140	$	88,503	$	637	$	17,283	$	98,966	$	(81,683)

Net Operating Income

Same store property net operating income remained relatively consistent during the year ended December 31, 2023, as compared to the year ended December 31, 2022.

Non-same store property net operating income decreased $81.7 million during the year ended December 31, 2023, as compared to the year ended December 31, 2022. The decrease was primarily due to the disposition of 188 properties subsequent to December 31, 2022 in addition to the disposition of 134 properties during the year ended December 31, 2022.

Distributions

Our Board authorizes distributions on a quarterly basis, which are paid out on a monthly basis.

Our Board authorized the following monthly distribution amounts per share, payable to stockholders as of the record date for the applicable month, for the periods indicated below:

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Period Commencing	Period Ending	Monthly Distribution Amount
August 2020	December 2021	$0.0303
January 2022	September 2022	$0.0305
October 2022	December 2022	$0.0339
January 2023	September 2023	$0.0350
October 2023	December 2023	$0.0367
January 2024	June 2024	$0.0375

As of December 31, 2023, we had distributions payable of $16.0 million.

The following table presents distributions and source of distributions for the periods indicated below (dollar amounts in thousands):

	Year Ended December 31,
	2023				2022
	Amount		Percent		Amount		Percent
Distributions paid in cash	$	141,818	77	%	$	124,038	76	%
Distributions reinvested	42,879		23	%	38,912		24	%
Total distributions	$	184,697	100	%	$	162,950	100	%
Source of distributions:
Net cash provided by operating activities (1)	$	184,697	100	%	$	162,950	100	%
Total sources	$	184,697	100	%	$	162,950	100	%

____________________________________

(1)Net cash provided by operating activities for the years ended December 31, 2023 and 2022 was $223.8 million and $178.7 million, respectively.

Share Redemptions

During the year ended December 31, 2023, we received valid redemption requests under our share redemption program totaling approximately 110.2 million shares, of which we redeemed approximately 5.2 million shares as of December 31, 2023 for $33.9 million (at an average redemption price of $6.57 per share) and approximately 1.7 million shares subsequent to December 31, 2023 for $11.0 million (at an average redemption price of $6.31 per share). The remaining redemption requests relating to approximately 103.3 million shares went unfulfilled. During the year ended December 31, 2022, we received valid redemption requests under our share redemption program totaling approximately 99.2 million shares, of which we redeemed approximately 4.1 million shares as of December 31, 2022 for $29.7 million (at an average redemption price of $7.20 per share) and approximately 1.6 million shares subsequent to December 31, 2022 for $10.5 million (at an average redemption price of $6.57 per share). The remaining redemption requests relating to approximately 93.5 million shares went unfulfilled.

See the discussion of our share redemption program in Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities — Share Redemption Program in this Annual Report on Form 10-K.

Liquidity and Capital Resources

General

We expect to utilize proceeds from net cash provided by operations, cash proceeds from the sale of credit investments, principal payments received on credit investments, cash proceeds from real estate asset dispositions, proceeds from the Secondary DRIP Offering, proceeds from the sale of subsidiary equity, distributions, as well as secured or unsecured borrowings from banks and other lenders to finance our future acquisitions and loan originations, repayment of certain indebtedness and for general corporate uses. The sources of our operating cash flows will primarily be provided by interest income from our portfolio of credit investments and the rental and other property income received from current and future leased properties.

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Sources of Liquidity

Our primary sources of liquidity include cash and cash equivalents and available borrowings under our debt facilities, which are set forth in the following table (in thousands):

	December 31, 2023		December 31, 2022
Cash and cash equivalents	$	247,500	$	118,978
Unused borrowing capacity (1)	1,441,838		513,121
	$	1,689,338	$	632,099

____________________________________

(1)Subject to borrowing availability.

See Note 10 — Repurchase Facilities, Notes Payable and Credit Facilities to our consolidated financial statements in this Annual Report on Form 10-K for additional details regarding our repurchase facilities, notes payable and credit facilities. The following table details our outstanding financing arrangements and borrowing capacity as of December 31, 2023 (in thousands):

	Portfolio Financing Outstanding Principal Balance		Maximum Capacity (1)
Notes payable – variable rate debt	$	622,841	$	622,841
ABS mortgage notes	758,520		758,520
Credit facilities	490,500		850,000
Repurchase facilities	2,067,264		3,149,602		(2)
Total portfolio financing	$	3,939,125	$	5,380,963

___________________________________

(1)Subject to borrowing availability.

(2)Facilities under the J.P. Morgan Repurchase Facility carry no maximum facility size.

Capital Resources

Our principal demands for funds will be for the acquisition or origination of credit investments and real estate, and the payment of tenant improvements, acquisition-related expenses, operating expenses, distributions, redemptions and interest and principal on current and any future debt financings, including principal repayments of $633.1 million within the next 12 months, $199.6 million of which has a rolling term that resets monthly, as further discussed in Note 10 — Repurchase Facilities, Notes Payable and Credit Facilities to our consolidated financial statements in this Annual Report on Form 10-K.

Generally, we expect to meet our liquidity requirements through net cash provided by operations, cash proceeds from the sale of credit investments, principal payments received on credit investments, cash proceeds from real estate asset dispositions, proceeds from the Secondary DRIP Offering, proceeds from the sale of subsidiary equity, distributions, as well as secured or unsecured borrowings from banks and other lenders to finance our future acquisitions and loan originations, repayment of certain indebtedness and for general corporate uses. We expect that substantially all net cash flows from operations will be used to pay distributions to our stockholders after certain capital expenditures, including tenant improvements and leasing commissions, are paid; however, we have used, and may continue to use, other sources to fund distributions, as necessary, including borrowings on our unencumbered assets. To the extent that cash flows from operations are lower, distributions paid to our stockholders may be lower. We expect that substantially all net cash flows from the Secondary DRIP Offering or debt financings will be used to fund acquisitions, loan originations, certain capital expenditures, repayments of outstanding debt or distributions and redemptions to our stockholders. We believe that the resources stated above will be sufficient to satisfy our operating requirements for the foreseeable future, and we do not anticipate a need to raise funds from sources other than those described above within the next 12 months.

Contractual Obligations

As of December 31, 2023, we had debt outstanding with a carrying value of $3.9 billion and a weighted average interest rate of 6.4%. See Note 10 — Repurchase Facilities, Notes Payable and Credit Facilities to our consolidated financial statements in this Annual Report on Form 10-K for certain terms of our debt outstanding.

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Our contractual obligations as of December 31, 2023 were as follows (in thousands):

	Payments due by period (1)
	Total		Less Than 1<br>Year		1-3 Years		3-5 Years		More Than<br>5 Years
Principal payments — variable rate debt	$	622,841	$	202,072	$	—	$	420,769	$	—
Principal payments — ABS mortgage notes	758,520		—		—		303,408		455,112
Principal payments — credit facilities	490,500		—		—		490,500		—
Principal payments — repurchase facilities	2,067,264		431,067		1,636,197		—		—
Interest payments (2)	630,670		228,152		283,460		84,363		34,695
Total	$	4,569,795	$	861,291	$	1,919,657	$	1,299,040	$	489,807

____________________________________

(1)The table does not include amounts due to CMFT Management or its affiliates pursuant to our Management Agreement because such amounts are not fixed and determinable. The table also does not include $272.5 million of unfunded commitments related to our existing CRE loans held-for-investment, corporate senior loans held-for-investment and liquid corporate senior loans and $88.4 million of unfunded commitments related to the NewPoint JV (as defined in Note 2 — Summary of Significant Accounting Policies — Investment in Unconsolidated Entities to the consolidated financial statements in this Annual Report on Form 10-K), which are subject to the satisfaction of borrower milestones. In addition, the table does not include $2.2 million of unsettled liquid corporate senior loan acquisitions, which is included in cash and cash equivalents on the accompanying consolidated balance sheet.

(2)Interest payments on the variable rate debt, credit facilities and repurchase facilities have been calculated based on outstanding balances as of December 31, 2023 through their respective maturity dates. This is only an estimate as actual amounts borrowed and interest rates could vary over time.

We expect to incur additional borrowings in the future to acquire additional properties and credit investments. There is no limitation on the amount we may borrow against any single improved property. As of December 31, 2023, our ratio of debt to total gross assets net of gross intangible lease liabilities was 63.2%.

Cash Flow Analysis

Year Ended December 31, 2023 Compared to Year Ended December 31, 2022

Operating Activities. Net cash provided by operating activities increased by $45.1 million for the year ended December 31, 2023, as compared to the year ended December 31, 2022. The increase was primarily due to net increases in credit investments of $206.2 million coupled with an increase in interest rates driving higher interest income. The increase was partially offset by the disposition of 188 properties during the year ended December 31, 2023. See “— Results of Operations” for a more complete discussion of the factors impacting our operating performance.

Investing Activities. For the year ended December 31, 2023, net cash provided by investing activities was $559.5 million, as compared to net cash used in investing activities of $576.5 million during the year ended December 31, 2022. The change was primarily due to a decrease in the net investment in loans held-for-investment of $998.8 million and a decrease in the net investment in real estate-related securities of $514.6 million, partially offset by a decrease in net proceeds from real estate assets and condominium units of $337.0 million. The change was further offset by the $26.2 million net investment in unconsolidated entities during the year ended December 31, 2023, as compared to the $13.6 million net proceeds from the investment in unconsolidated entities during the year ended December 31, 2022, resulting in a $39.8 million net decrease in cash flow provided by investing activities year over year.

Financing Activities. For the year ended December 31, 2023, net cash used in financing activities was $699.3 million, as compared to net cash provided by financing activities of $430.3 million during the year ended December 31, 2022. The change was primarily due to net repayments on the repurchase facilities, notes payable and credit facilities of $505.8 million during the year ended December 31, 2023, as compared to net proceeds provided by the repurchase facilities, notes payable and credit facilities of $617.4 million during the year ended December 31, 2022.

Election as a REIT

We elected to be taxed, and operate our business to qualify, as a REIT for U.S. federal income tax purposes commencing with our taxable year ended December 31, 2012. To maintain our qualification as a REIT, we must continue to meet certain requirements relating to our organization, sources of income, nature of assets, distributions of income to our stockholders and recordkeeping. As a REIT, we generally are not subject to federal income tax on taxable income that we distribute to our stockholders so long as we distribute at least 90% of our annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains).

If we fail to maintain our qualification as a REIT for any reason in a taxable year and applicable relief provisions do not apply, we will be subject to tax on our taxable income at regular corporate rates. We will not be able to deduct distributions paid to our stockholders in any year in which we fail to maintain our qualification as a REIT. We also will be disqualified for the four taxable years following the year during which qualification was lost, unless we are entitled to relief under specific statutory provisions. Such an event could materially adversely affect our net income and net cash available for distribution to stockholders. However, we believe that we are organized and operate in such a manner as to maintain our qualification as a REIT for federal income tax purposes. No provision for federal income taxes has been made in our accompanying consolidated financial statements. We are subject to certain state and local taxes related to the operations of properties in certain locations, which have been provided for in our accompanying consolidated financial statements.

Related-Party Transactions and Agreements

We have entered into agreements with CMFT Management and our Investment Advisor whereby we agree to pay certain fees to, or reimburse certain expenses of, CMFT Management, the Investment Advisor or their affiliates. In addition, we have invested in, and may continue to invest in, certain co-investments with funds that are advised by an affiliate of CMFT Management. We may also originate loans to third parties that use the proceeds to finance the acquisition of real estate from funds that are advised by an affiliate of CMFT Management. See Note 13 — Related-Party Transactions and Arrangements to our consolidated financial statements in this Annual Report on Form 10-K for a discussion of the various related-party transactions, agreements and fees.

Conflicts of Interest

Richard S. Ressler, the chairman of our Board, chief executive officer and president, who is also a founder and principal of CIM Group and is an officer/director of certain of its affiliates, is the vice president of our manager. Additionally, one of our directors, Jason Schreiber, is an employee of CIM Group. Nathan D. DeBacker, our chief financial officer, principal accounting officer and treasurer, is an employee of CIM and a vice president of our manager, and is an officer of certain of its affiliates. As such, there may be conflicts of interest where CMFT Management or its affiliates, while serving in the capacity as sponsor, general partner, officer, director, key personnel and/or advisor for CIM Group or another program sponsored or operated by affiliates of our manager, may be in conflict with us in connection with providing services to other real estate-related programs related to property acquisitions, property dispositions, and property management, among others. The compensation arrangements between affiliates of CMFT Management and these other real estate programs sponsored or operated by affiliates of our manager could influence the advice provided to us. See Part I, Item 1. Business — Conflicts of Interest of this Annual Report on Form 10-K.

Critical Accounting Policies and Significant Accounting Estimates

Our accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires us to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Management believes that we have made these estimates and assumptions in an appropriate manner and in a way that accurately reflects our financial condition. We continually test and evaluate these estimates and assumptions using our historical knowledge of the business, as well as other factors, to ensure that they are reasonable for reporting purposes. However, actual results may differ from these estimates and assumptions. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses. We believe the following critical accounting policies govern the significant judgments and estimates used in the preparation of our financial statements, which should be read in conjunction with the more complete discussion of our accounting policies and procedures included in Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements in this Annual Report on Form 10-K.

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Current Expected Credit Losses

The current expected credit loss is our current estimate of potential credit losses related to our loans held-for-investment and CMBS. We estimate our CECL reserve for our senior loans and mezzanine loans primarily using the Weighted Average Remaining Maturity method, which has been identified as an acceptable method for estimating CECL reserves in the Financial Accounting Standards Board Staff Q&A Topic 326, No. 1. For our liquid corporate senior loans and corporate senior loans, we use a probability of default and loss given default method. CMBS credit losses, if any, are estimated by calculating the difference between (i) the present value of estimated cash flows expected to be collected from the security discounted at the yield determined as of the initial acquisition date or, if since revised, as of the last date previously revised, to (ii) the net amortized cost basis of the security.

The risks and uncertainties involved in applying the principles related to CECL reserves include, but are not limited to, the following:

•The historical loan loss data used in estimating our CECL reserve. To estimate the historical loan losses relevant to our portfolio, we have utilized historical loan performance with market loss data from 1998 through 2023. Within this database, we focused on the applicable subset of available loan data, which we determined based on loan metrics that are most comparable to our loan portfolio including asset type, loan structure, credit rating and years to maturity;

•The expected repayments over the contractual term of each loan and CMBS. As part of our quarterly review of our loan and CMBS portfolios, we assess the expected repayment date of each position, which is used to determine the contractual term for purposes of computing our CECL reserve;

•The current credit quality and performance expectations of our loan and CMBS portfolios, as well as market conditions over the relevant time period and its impact on our portfolios are estimated by management; and

•The expectations of performance and market conditions. Our CECL reserve is adjusted to reflect our estimation of the current and future economic conditions that impact the performance of the commercial real estate assets securing our loans. These estimations include unemployment rates, interest rates, inflation, and other macroeconomic factors impacting the likelihood and magnitude of potential credit losses for our loans during their anticipated term. In addition to the CRE data we have licensed from Trepp LLC, we have also licensed certain macroeconomic financial forecasts to inform our view of the potential future impact that broader economic conditions may have on our loan portfolio’s performance. We may also incorporate information from other sources, including information and opinions available to our Investment Advisor, to further inform these estimations. This process requires significant judgments about future events that, while based on the information available to us as of the balance sheet date, are ultimately indeterminate and the actual economic condition impacting our portfolios could vary significantly from the estimates we made as of December 31, 2023.

Recoverability of Real Estate Assets

We acquire real estate assets and subsequently monitor those assets quarterly for impairment, including the review of real estate properties subject to direct financing leases, if applicable. Additionally, we record depreciation and amortization related to our assets. The risks and uncertainties involved in applying the principles related to real estate assets include, but are not limited to, the following:

•The estimated useful lives of our depreciable assets affects the amount of depreciation and amortization recognized on our assets;

•The review of impairment indicators and subsequent determination of the undiscounted future cash flows could require us to reduce the carrying value of assets held and used to a fair value estimated by management and recognize an impairment loss. The process for evaluating real estate impairment requires management to make significant assumptions related to certain inputs, including holding periods;

•The fair value of held for sale assets is estimated by management. This estimated value could result in a reduction of the carrying value of the asset; and

•Changes in assumptions based on actual results may have a material impact on our financial results.

Allocation of Purchase Price of Real Estate Assets

In connection with our acquisition of real estate assets, we allocate the purchase price to the tangible and intangible assets and liabilities acquired based on their respective relative fair values. Tangible assets consist of land, buildings, fixtures and tenant improvements. Intangible assets consist of above- and below-market lease values and the value of in-place leases. Our purchase price allocations are developed utilizing third-party appraisal reports, industry standards and management experience. The risks and uncertainties involved in applying the principles related to purchase price allocations include, but are not limited to, the following:

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•The value allocated to land, as opposed to buildings, fixtures and tenant improvements, affects the amount of depreciation expense we record. If more value is attributed to land, depreciation expense is lower than if more value is attributed to buildings, fixtures and tenant improvements;

•Intangible lease assets and liabilities can be significantly affected by estimates including market rent, lease terms including renewal options at rental rates below estimated market rental rates, carrying costs of the property during a hypothetical expected lease-up period, and current market conditions and costs, including tenant improvement allowances and rent concessions; and

•We determine whether any financing assumed is above- or below-market based upon comparison to similar financing terms for similar types of debt financing with similar maturities.

Recently Issued Accounting Pronouncements

Recently issued accounting pronouncements are described in Note 2 — Summary of Significant Accounting Policies to our consolidated financial statements in this Annual Report on Form 10-K.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our market risk arises primarily from interest rate risk relating to variable rate borrowings. To meet our short and long-term liquidity requirements, we borrow funds at a combination of fixed and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to manage our overall borrowing costs. To achieve these objectives, from time to time, we may enter into interest rate hedge contracts such as swaps, collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We do not intend to hold or issue these derivative contracts for trading or speculative purposes. We do not have any foreign operations and thus we are not exposed to foreign currency fluctuations.

Interest Rate Risk

Interest rates are highly sensitive to many factors, including fiscal and monetary policies and domestic and international economic and political considerations, as well as other factors beyond our control. We are subject to interest rate risk in connection with our investments and the related financing obligations. In general, we seek to match the interest rate characteristics of our investments with the interest rate characteristics of any related financing obligations such as repurchase agreements, bank credit facilities, term loans, revolving facilities and securitizations.

As of December 31, 2023, we had an aggregate of $3.2 billion of variable rate debt, excluding any debt subject to interest rate swap agreements and interest rate cap agreements, and therefore, we are exposed to interest rate changes in SOFR. As of December 31, 2023, an increase or decrease of 50 basis points in interest rates would result in an increase or decrease in interest expense of $15.9 million per year.

As of December 31, 2023, we had no interest rate cap agreements outstanding, as all interest rate cap agreements matured during the year ended December 31, 2023.

As the information presented above includes only those exposures that existed as of December 31, 2023, it does not consider exposures or positions arising after that date. The information presented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.

These amounts were determined by considering the impact of hypothetical interest rate changes on our borrowing costs and assume no other changes in our capital structure.

In July 2017, the Financial Conduct Authority (“FCA”) that regulates London Interbank Offered Rate (“LIBOR”) announced it intended to stop compelling banks to submit rates for the calculation of LIBOR after 2021. As a result, the Federal Reserve Board and the Federal Reserve Bank of New York organized the Alternative Reference Rates Committee which identified SOFR as its preferred alternative to U.S. dollar LIBOR in derivatives and other financial contracts. The ICE Benchmark Administration Limited, the administrator of LIBOR, ceased publishing most liquid U.S. dollar LIBOR settings on June 30, 2023. However, uncertainty about the continuing impact on certain debt securities and other financial instruments may result in interest rates and/or payments that are higher or lower than if LIBOR had remained available. In addition, the cessation of U.S. dollar LIBOR settings and the utilization of an alternative reference rate may create increased volatility and may

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adversely affect our performance. Alternative rates and other market changes related to the replacement of LIBOR, including the introduction of financial products and changes in market practices, may lead to risk modeling and valuation challenges.

As of December 31, 2023, all outstanding variable rate debt indexed to LIBOR was transitioned to SOFR.

Credit Risk

Concentrations of credit risk arise when a number of tenants are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to us, to be similarly affected by changes in economic conditions. We are subject to tenant, geographic and industry concentrations. Any downturn of the economic conditions in one or more of these tenants, states or industries could result in a material reduction of our cash flows or material losses to us.

The factors considered in determining the credit risk of our tenants include, but are not limited to: payment history; credit status and change in status, including the impact of the COVID-19 pandemic (credit ratings for public companies are used as a primary metric); change in tenant space needs (i.e., expansion/downsize); tenant financial performance; economic conditions in a specific geographic region; and industry specific credit considerations. We believe that the credit risk of our portfolio is reduced by the high quality of our existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our portfolio to identify potential problem tenants and mitigation options.

Our loans and investments are also subject to credit risk. The performance and value of our loans and investments depend upon the owners’ ability to operate the properties that serve as our collateral so that they produce cash flows adequate to pay interest and principal due to us. To monitor this risk, our manager reviews our investment portfolios and in certain instances is in regular contact with our borrowers, monitoring performance of the collateral and enforcing our rights as necessary.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and supplementary data filed as part of this report are set forth beginning on page F-1 in this Annual Report on Form 10-K.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes in or disagreements with our independent registered public accountants during the year ended December 31, 2023.

ITEM 9A.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, we recognize that no controls and procedures, no matter how well designed and operated, can provide absolute assurance of achieving the desired control objectives.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of December 31, 2023 was conducted under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures, as of December 31, 2023, were effective at a reasonable assurance level.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the

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framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2023.

Changes in Internal Control Over Financial Reporting

No change occurred in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.    OTHER INFORMATION

During the three months ended December 31, 2023, none of our directors or officers, as defined in Section 16 of the Exchange Act, adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408 of Regulation S-K of the Exchange Act.

ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item will be presented in our definitive proxy statement for our 2024 annual meeting of stockholders, which is expected to be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference.

ITEM 11.    EXECUTIVE COMPENSATION

The information required by this Item will be presented in our definitive proxy statement for our 2024 annual meeting of stockholders, which is expected to be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item will be presented in our definitive proxy statement for our 2024 annual meeting of stockholders, which is expected to be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this Item will be presented in our definitive proxy statement for our 2024 annual meeting of stockholders, which is expected to be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item will be presented in our definitive proxy statement for our 2024 annual meeting of stockholders, which is expected to be filed with the SEC within 120 days after December 31, 2023, and is incorporated herein by reference.

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PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statements

The list of the consolidated financial statements contained herein is set forth on page F-1 hereof.

Financial Statement Schedules

Schedule III – Real Estate Assets and Accumulated Depreciation is set forth beginning on page S-1 hereof.

Schedule IV – Mortgage Loans on Real Estate is set forth beginning on page S-8 hereof.

All other schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are not applicable and therefore have been omitted.

Exhibits

The following exhibits are included, or incorporated by reference, in this Annual Report on Form 10-K for the year ended December 31, 2023 (and are numbered in accordance with Item 601 of Regulation S-K).

		Incorporated by Reference
Exhibit No.	Description	Form	File No.	Exhibit	Filing Date
2.1	Agreement and Plan of Merger, dated as of August 30, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor II Merger Sub, LLC and Cole Office & Industrial REIT (CCIT II), Inc.	8-K	000-54939	2.1	8/31/2020
2.1.1	Amendment to Agreement and Plan of Merger, dated as of October 22, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor II Merger Sub, LLC and Cole Office & Industrial REIT (CCIT II), Inc.	8-K	000-54939	2.3	10/28/2020
2.1.2	Amendment to Agreement and Plan of Merger, dated as of October 24, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor II Merger Sub, LLC and Cole Office & Industrial REIT (CCIT II), Inc.	8-K	000-54939	2.4	10/28/2020
2.2	Agreement and Plan of Merger, dated as of August 30, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor III Merger Sub, LLC and Cole Office & Industrial REIT (CCIT III), Inc.	8-K	000-54939	2.2	8/31/2020
2.2.1	Amendment No. 1 to Agreement and Plan of Merger, dated as of November 3, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor III Merger Sub, LLC and Cole Office & Industrial REIT (CCIT III), Inc.	8-K	000-54939	2.1	11/4/2020
2.3	Agreement and Plan of Merger, dated as of August 30, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor V Merger Sub, LLC and Cole Credit Property Trust V, Inc.	8-K	000-54939	2.3	8/31/2020
2.3.1	Amendment to Agreement and Plan of Merger, dated as of October 22, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor V Merger Sub, LLC and Cole Credit Property Trust V, Inc.	8-K	000-54939	2.1	10/28/2020
2.3.2	Amendment to Agreement and Plan of Merger, dated as of October 24, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor V Merger Sub, LLC and Cole Credit Property Trust V, Inc.	8-K	000-54939	2.2	10/28/2020
2.3.3	Amendment No. 3 to Agreement and Plan of Merger, dated as of October 29, 2020, by and among CIM Real Estate Finance Trust, Inc., Thor V Merger Sub, LLC and Cole Credit Property Trust V, Inc.	8-K	000-54939	2.1	11/2/2020
2.4	Agreement and Plan of Merger, dated as of September 21, 2021, by and among CIM Real Estate Finance Trust, Inc., Cypress Merger Sub, LLC and CIM Income NAV, Inc.	8-K	000-54939	2.1	9/22/2021
3.1	Articles of Amendment and Restatement of CIM Real Estate Finance Trust, Inc.	8-K	000-54939	3.1	8/20/2019
3.2	Second Amended and Restated Bylaws of CIM Real Estate Finance Trust, Inc.	10-K	000-54939	3.2	3/28/2023
4.1	Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.	10-K	000-54939	4.1	3/30/2020
4.2	Second Amended and Restated Distribution Reinvestment Plan.	8-K	000-54939	4.1	5/1/2020
4.3	Master Indenture, dated as of July 28, 2021, by and among CMFT Net Lease Master Issuer, LLC, as issuer, and Citibank N.A., as indenture trustee.	8-K	000-54939	4.1	8/3/2021
4.4	Series 2021-1 Indenture Supplement, dated as of July 28, 2021, by and among CMFT Net Lease Master Issuer, LLC, as issuer, and Citibank N.A., as indenture trustee.	8-K	000-54939	4.2	8/3/2021
10.1	Second Amended and Restated Management Agreement by and between CIM Real Estate Finance Trust, Inc. and CIM Real Estate Finance Management, LLC, dated March 22, 2023.	10-K	000-54939	10.1	3/28/2023
10.2	Amended and Restated Agreement of Limited Partnership of Cole Operating Partnership IV, LP, by and between Cole Credit Property Trust IV, Inc. and the limited partners thereto.	S-11	333-169533	10.2	1/24/2012
10.3	First Amendment to the Amended and Restated Agreement of Limited Partnership of CIM Real Estate Finance Operating Partnership, LP, dated August 15, 2019.	8-K	000-54939	10.2	8/20/2019
10.4	Credit and Security Agreement, dated December 31, 2019, by and between CMFT Corporate Credit Securities, LLC, as borrower, CMFT Securities Investments, LLC, as collateral manager and equityholder, the lenders from time to time party thereto, Citibank, N.A., as administrative agent, Citibank, N.A. (acting through its Agency & Trust division), as custodian and as collateral agent, and Virtus Group, LP, as collateral administrator.	8-K	000-54939	10.1	1/7/2020
10.4.1	Amendment No. 1 to Credit and Security Agreement, dated March 19, 2020, by and between CMFT Corporate Credit Securities, LLC, as borrower, CMFT Securities Investments, LLC, as collateral manager and equityholder, Citibank, N.A., as administrative agent and as lender, Citibank, N.A. (acting through its Agency & Trust division), as collateral custodian and as collateral agent, and Virtus Group, LP, as collateral administrator.	8-K	000-54939	10.1	3/24/2020
10.4.2	Amendment No. 2 to Credit and Security Agreement, dated October 4, 2021, by and between CMFT Corporate Credit Securities, LLC, as borrower, CMFT Securities Investments, LLC, as collateral manager and equityholder, Citibank, N.A., as administrative agent and as lender, Citibank, N.A. (acting through its Agency & Trust division), as collateral custodian and as collateral agent, and Virtus Group, LP, as collateral administrator.	8-K	000-54939	10.1	10/8/2021
10.4.3	Amendment No. 3 to Credit and Security Agreement, dated June 23, 2022, by and between CMFT Corporate Credit Securities, LLC, as borrower, CMFT Securities Investments, LLC, as collateral manager and equityholder, Citibank, N.A., as administrative agent and as lender, Citibank, N.A. (acting through its Agency & Trust division), as collateral custodian and as collateral agent, and Virtus Group, LP, as collateral administrator.	8-K	000-54939	10.1	6/29/2022
10.5	Amended and Restated CIM Real Estate Finance Trust, Inc. 2022 Equity Incentive Plan.	10-Q	000-54939	10.5	8/12/2022
10.6	CIM Real Estate Finance Trust, Inc. 2024 Manager Equity Incentive Plan	8-K	000-54939	10.1	1/12/2024
10.7	Investment Advisory and Management Agreement by and between CMFT Securities Investments, LLC and CIM Capital IC Management, LLC, dated December 6, 2019.	8-K	000-54939	10.1	12/12/2019
10.8	Sub-Advisory Agreement by and between CIM Capital IC Management, LLC and OFS Capital Management, LLC, dated December 6, 2019.	8-K	000-54939	10.2	12/12/2019
10.9	Form of Indemnification Agreement.	8-K	000-54939	10.1	8/14/2020
10.10	Amended and Restated Master Repurchase Agreement, dated December 19, 2023, by and between CMFT RE Lending RF Sub CB, LLC, and Citibank, N.A.	8-K	000-54939	10.1	12/26/2023
10.11	Master Repurchase Agreement, dated December 19, 2023, by and between CLR RE Lending RF Sub CB, LLC and Citibank, N.A.	8-K	000-54939	10.2	12/26/2023
10.12	Guaranty, dated as of June 4, 2020, by CIM Real Estate Finance Trust, Inc. for the benefit of Citibank, N.A.	8-K	000-54939	10.2	6/9/2020
10.13	Guaranty, dated as of July 28, 2021, by CIM Real Estate Finance Operating Partnership, LP for the benefit of Citibank N.A., as indenture trustee.	8-K	000-54939	10.1	8/3/2021
10.14	Guaranty, dated as of December 19, 2023, by CIM Real Estate Finance Trust, Inc. and CIM Commercial Lending REIT for the benefit of Citibank, N.A.	8-K	000-54939	10.3	12/26/2023
10.15	Amended and Restated Master Repurchase Agreement, dated December 4, 2023, by and between CMFT RE Lending RF Sub BB, LLC and Barclays Bank PLC.	8-K	000-54939	10.1	12/8/2023
10.16	Master Repurchase Agreement, dated December 4, 2023, by and between CLR RE Lending RF Sub BB, LLC and Barclays Bank PLC.	8-K	000-54939	10.2	12/8/2023
10.17	Guaranty, dated as of September 21, 2020, by CIM Real Estate Finance Trust, Inc. for the benefit of Barclays Bank PLC.	8-K	000-54939	10.2	9/24/2020
10.18	Guaranty, dated as of December 4, 2023, by CIM Real Estate Finance Trust, Inc. and CIM Commercial Lending REIT for the benefit of Barclays Bank PLC.	8-K	000-54939	10.3	12/8/2023
10.19	Master Repurchase Agreement, dated May 20, 2021, by and between CMFT RE Lending RF Sub WF, LLC and Wells Fargo Bank, N.A.	8-K	000-54939	10.1	5/26/2021
10.19.1	First Amendment to Master Repurchase Agreement, dated October 28, 2021, by and between CMFT RE Lending RF Sub WF, LLC and Wells Fargo Bank, N.A.	8-K	000-54939	10.1	11/3/2021
10.19.2	Second Amendment to Master Repurchase Agreement, dated March 4, 2022, by and between CMFT RE Lending RF Sub WF, LLC and Wells Fargo Bank, N.A.	8-K	000-54939	10.1	3/10/2022
10.19.3	Third Amendment to Master Repurchase and Securities Contract and Termination of Preferred Equity Related Pledge and Security Agreement, dated August 31, 2022, by and among CMFT RE Lending RF Sub WF, LLC, as seller, Wells Fargo Bank, N.A., as buyer, and CMFT Securities Investments, LLC, and preferred equity pledgor.	8-K	000-54939	10.1	9/7/2022
10.20	Guaranty and Subordination Agreement, dated as of May 20, 2021, by CIM Real Estate Finance Trust, Inc. for the benefit of Wells Fargo Bank, N.A.	8-K	000-54939	10.2	5/26/2021
10.21	Loan and Servicing Agreement, dated as of March 16, 2022, among CMFT RE Lending Sub MM Holdco, LLC, as Holdings, CMFT RE Lending Sub MM, LLC, as the Borrower, Massachusetts Mutual Life Insurance Company and the other lenders from time to time party hereto, Trimont Real Estate Advisors, LLC, as the Administrative Agent, Massachusetts Mutual Life Insurance Company, as the Facility Servicer, and CMFT RE Lending Sub MM, LLC, as the Portfolio Asset Servicer.	10-Q	000-54939	10.6	8/12/2022
10.22*	Loan and Security Agreement, dated as of June 16, 2023, by and among CMFT RE Lending Sub CBSQ, LLC, as Borrower, Citibank, N.A., as Class A Lender, and CMFT RE Lending Sub CBSQ Holdco, LLC, as Subordinated Lender, and CIM Commercial Lending REIT, as EU/UK Retention Holder.
10.23*	Loan and Security Agreement, dated as of October 20, 2023, by and among CMFT RE Lending Sub BBSQ, LLC, as Borrower, BarclaysBankPLC, as Class A Lender, CMFT RE Lending Sub BBSQHoldco, LLC, as Subordinated Lender, and CIM Commercial Lending REIT, as EU/UK Retention Holder.
10.24	Property Management Agreement, dated as of July 28, 2021, by and among CMFT Net Lease Master Issuer, LLC, as issuer, CIM Real Estate Finance Operating Partnership, LP, as issuer manager, CREI Advisors, LLC, as property manager and special servicer, KeyBank National Association, as back-up manager, and Citibank N.A., as indenture trustee.	8-K	000-54939	10.2	8/3/2021
10.25	Master Repurchase Agreement, dated October 8, 2021, by and between CMFT RE Lending RF Sub DB, LLC and Deutsche Bank AG, New York Branch.	8-K	000-54939	10.1	10/14/2021
10.25.1	Amended and Restated Master Repurchase Agreement, dated December 23, 2021, by and between CMFT RE Lending RF Sub DB, LLC and Deutsche Bank AG, New York Branch.	8-K	000-54939	10.1	12/29/2021
10.25.2*	First Amendment to Amended and Restated Master Repurchase Agreement, datedSeptember 15, 2023, by and between CMFT RE LendingRFSub DB, LLC,as seller, CMFT RE Lending Sub DB Holdco, LLC, as member,and Deutsche BankAG,ex10252-dbxcimxfirstamendm.htmNew York Branch, as buyer.
10.25.3	Second Amendment to Amended and Restated Master Repurchase Agreement, dated December22, 2023, by and between CMFT RE Lending RF SubDB, LLC, as seller, CMFT RE Lending Sub DB Holdco, LLC, asmember, and Deutsche Bank AG, New York Branch, as buyer.	8-K	000-54939	10.1	12/28/2023
10.26	Amended andRestated Guaranty, dated as of December 22, 2023, by CIM Real Estate Finance Trust, Inc. and CIM Commercial Lending REIT for thebenefit of Deutsche Bank AG, New York Branch.	8-K	000-54939	10.2	12/28/2023
10.27	Master Repurchase Agreement, dated June 1, 2022, by and between CMFT Real Estate Securities I, LLC and J.P. Morgan Securities LLC.	8-K	000-54939	10.1	6/2/2022
10.28	Loan and Security Agreement, dated February 10, 2023, by and between CMFT CL Lending Sub AB, LLC, as borrower, each of the lenders from time to time partythereto, Ally Bank, as administrative agent and arranger, U.S. Bank Trust Company, National Association, as collateral custodian, and U.S. Bank National Association, as document custodian.	8-K	000-54939	10.1	2/16/2023
10.28.1*	Loan and Security Agreement,ex10281-loanandsecurityagr.htmdatedex10281-loanandsecurityagr.htmFebruary 10, 2023,ex10281-loanandsecurityagr.htmandconformed throughthe First Amendment to the Loan and Security Agreement,datedex10281-loanandsecurityagr.htmDecember 13, 2023, by and between CMFT CL Lending Sub AB, LLC, asborrower, each of the lenders from time to time party hereto, Ally Bank, as administrative agent and arranger, U.S. Bank Trust Company, National Association, as collateral custodian, and U.S. Bank National Association, as document custodian.
10.29	Modification Agreement and Limited Consent, dated December 21, 2020 by and between Cole Operating Partnership V, LP, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders.	10-K	000-54939	10.17	3/31/2021
10.30	Modification Agreement and Limited Consent, dated December 21, 2020 by and between CIM Real Estate Finance Operating Partnership, LP, the Lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders.	10-K	000-54939	10.18	3/31/2021
10.31	Modification Agreement and Limited Consent, dated December 16, 2021, by and among CIM Income NAV Operating Partnership, LP, the Lenders party thereto, and JPMorgan Chase, N.A., as administrative agent for the Lenders.	10-Q	000-54939	10.4	5/11/2022
10.32	Agreement of Purchase and Sale, dated as of December 20, 2021, by and among certain indirect subsidiaries of CIM Real Estate Finance Trust, Inc., American Finance Operating Partnership, L.P., ARG SSSTRPA001, LLC, ARG SMSHPPA001, LLC, ARG CCCARPA001, LLC and American Finance Trust, Inc.	8-K	000-54939	10.1	12/20/2021
10.33	Agreement of Purchase and Sale, dated as of December 29, 2022, by and between certain indirect subsidiaries of CIM Real Estate Finance Trust, Inc. and certain subsidiaries of Realty Income Corporation.	8-K	000-54939	10.1	12/30/2022
21.1*	Subsidiaries of the Registrant.
23.1*	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
31.1*	Certifications of the Principal Executive Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certifications of the Principal Financial Officer of the Company pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certifications of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
104*	Cover Page Interactive Data File (formatted as InLine XBRL and contained in Exhibit 101).

____________________________________

*

Filed herewith.

**

In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

ITEM 16.    FORM 10-K SUMMARY

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized this 28th day of March, 2024.

	CIM Real Estate Finance Trust, Inc.
	(Registrant)
By:	/s/ NATHAN D. DEBACKER
	Nathan D. DeBacker
	Chief Financial Officer, Principal Accounting Officer and Treasurer
	(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature	Title	Date
/s/ RICHARD S. RESSLER	Chairman of the Board of Directors, Chief Executive Officer and President	March 28, 2024
Richard S. Ressler	(Principal Executive Officer)
/s/ NATHAN D. DEBACKER	Chief Financial Officer, Principal Accounting Officer and Treasurer	March 28, 2024
Nathan D. DeBacker	(Principal Financial Officer and Principal Accounting Officer)
/s/ T. PATRICK DUNCAN	Independent Director	March 28, 2024
T. Patrick Duncan
/s/ W. BRIAN KRETZMER	Independent Director	March 28, 2024
W. Brian Kretzmer
/s/ HOWARD A. SILVER	Independent Director	March 28, 2024
Howard A. Silver
/s/ JASON SCHREIBER	Director	March 28, 2024
Jason Schreiber

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Financial Statements	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)	F-2
Consolidated Balance Sheets as of December 31, 2023 and 2022	F-5
Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021	F-6
Consolidated Statements of Comprehensive (Loss) Income for the Years Ended December 31, 2023, 2022 and 2021	F-7
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021	F-8
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021	F-9
Notes to Consolidated Financial Statements	F-11
Schedule III - Real Estate Assets and Accumulated Depreciation	S-1
Schedule IV - Mortgage Loans on Real Estate	S-8

F-1

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of CIM Real Estate Finance Trust, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of CIM Real Estate Finance Trust, Inc. and subsidiaries (the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, stockholders’ equity, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes and the schedules listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Real Estate Assets: Determination of Impairment Indicators — Refer to Notes 2 and 4 to the financial statements

Critical Audit Matter Description

The Company’s evaluation of real estate assets for impairment involves an initial assessment of each real estate asset to determine whether events or changes in circumstances exist that may indicate that the carrying amounts of real estate assets are no longer recoverable. Possible indications of impairment may include bankruptcy or other credit concerns of a property’s major tenants, vacancies, changes in anticipated holding periods, a reduction in prevailing market values for assets being considered for disposition, or other circumstances. When events or changes in circumstances exist, the Company evaluates its real estate assets for impairment by comparing undiscounted future cash flows expected to be generated over the life of each asset to the respective carrying amount. If the carrying amount of an asset exceeds the undiscounted future cash flows, an analysis is performed to determine the fair value of the asset, and real estate assets will be adjusted to their respective fair values, recognizing an impairment loss.

The Company makes significant assumptions to evaluate real estate assets for possible indications of impairment. Changes in these assumptions could result in additional impairment charges in the future.

F-2

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Given the Company’s evaluation of possible indications of impairment of real estate assets requires management to make significant assumptions, performing audit procedures to evaluate whether management appropriately identified events or changes in circumstances indicating that the carrying amounts of real estate assets may not be recoverable required a high degree of auditor judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of real estate assets for possible indications of impairment included the following, among others:

•We evaluated management’s impairment indicator analysis by testing real estate assets for possible indications of impairment, including searching for adverse asset-specific and/or market conditions, such as vacancies, tenant bankruptcies and other credit concerns, among others, as well as assessing changes in anticipated holding periods, including expected asset dispositions.

•We independently searched market values for assets considered for disposition, to determine whether a reduction in market values was present and indicative of impairment.

•We performed inquiries with management, including property accounting and portfolio oversight, to determine whether factors were identified in the current period that may be an impairment indicator, including changes in anticipated holding periods, or changes in lease rates, and corroborated these inquiries through review of third-party market reports and inspection of meeting minutes of the Board of Directors.

Assessment of Current Expected Credit Losses (“CECL”) Reserve – Refer to Notes 2, 7 and 8 to the financial statements

Critical Audit Matter Description

The Company estimates its CECL reserve using the Weighted Average Remaining Maturity (“WARM”) method for its first mortgage loans and the probability of default and loss given default method for its liquid corporate senior loans and corporate senior loans. For collateral-dependent loans, the Company measures its CECL reserve based on the fair value of the collateral and the amortized cost basis of the loan. Significant judgments are required in determining the CECL reserve, including the evaluation of historical loan loss data, the impact of expected economic conditions on the loan portfolio, and determining collateral fair values of collateral-dependent loans.

For commercial mortgage-backed securities (“CMBS”), the Company determines whether a decline in fair value below the amortized cost basis of the security has resulted from a credit loss by considering a variety of factors, including, but not limited to, recent events specific to the security, failure to make scheduled payments, and changes to external credit ratings. Credit losses are estimated by calculating the difference between the present value of estimated cash flows and the amortized cost basis of the security. Significant judgments are required in estimating expected future cash flows for CMBS.

We identified the assessment of the CECL reserve as a critical audit matter because of the subjectivity, complexity, and estimation uncertainty in determining the impact of the significant judgment required when determining the CECL reserve. This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our specialists when evaluating the CECL methodology, analytical models, and key inputs and assumptions used in the models.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the CECL reserve for the loans held-for-investment and CMBS portfolio included the following, among others:

•We tested the impact of expected economic conditions on the loan portfolio, and other assumptions used in determining the CECL reserve.

•We evaluated the service auditor's report for the third-party WARM method CECL model, which is used to calculate the expected loss for its first mortgage loans.

•With the assistance of our fair value specialists for selected collateral-dependent loans, we evaluated the reasonableness of the valuation methodology and significant assumptions made, including whether the significant inputs used to determine the fair value were appropriate and consistent with what market participants would use to value the collateral.

•We evaluated the appropriateness of each model and significant assumptions used and independently calculated each model’s computational accuracy, and utilized our credit specialists to assist us with these evaluations specific to the WARM method CECL model.

F-3

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•With the assistance of our fair value specialists, we developed independent fair value estimates for selected CMBS determined to have a credit loss, and compared our estimates to management’s estimates.

/s/ Deloitte & Touche LLP

Tempe, Arizona

March 28, 2024

We have served as the Company’s auditor since 2010.

F-4

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CIM REAL ESTATE FINANCE TRUST, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

	December 31, 2023		December 31, 2022
ASSETS
Real estate assets:
Land	$	317,844	$	578,970
Buildings, fixtures and improvements	818,151		1,462,726
Intangible lease assets	154,217		276,684
Condominium developments	87,581		130,494
Total real estate assets, at cost	1,377,793		2,448,874
Less: accumulated depreciation and amortization	(169,163)		(270,946)
Total real estate assets, net	1,208,630		2,177,928
Investment in unconsolidated entities	126,777		100,604
Real estate-related securities, at fair value, net of credit loss allowances of $35,808 and $0 as of December 31, 2023 and 2022, respectively	519,714		576,391
Loans held-for-investment and related receivables, net	4,397,063		4,043,898
Less: Current expected credit losses	(132,598)		(42,344)
Total loans held-for-investment and related receivables, net	4,264,465		4,001,554
Cash and cash equivalents	247,500		118,978
Restricted cash	13,082		57,616
Rents and tenant receivables, net	17,082		33,968
Prepaid expenses, derivative assets and other assets	9,423		26,243
Deferred costs, net	12,121		16,429
Accrued interest receivable	27,682		22,343
Total assets	$	6,446,476	$	7,132,054
LIABILITIES AND STOCKHOLDERS’ EQUITY
Repurchase facilities, notes payable and credit facilities, net	$	3,923,723	$	4,422,833
Accrued expenses and accounts payable	40,240		25,666
Due to affiliates	13,897		16,086
Intangible lease liabilities, net	13,354		19,054
Distributions payable	16,047		14,828
Deferred rental income and other liabilities	4,435		7,274
Total liabilities	4,011,696		4,505,741
Commitments and contingencies (Note 12)
Redeemable common stock	168,703		170,238
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value per share; 10,000,000 shares authorized, none issued and outstanding	—		—
Common stock, $0.01 par value per share; 490,000,000 shares authorized, 437,254,715 and 437,397,414 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	4,372		4,373
Capital in excess of par value	3,529,973		3,529,523
Accumulated distributions in excess of earnings	(1,187,125)		(1,029,287)
Accumulated other comprehensive loss	(81,143)		(48,526)
Total stockholders’ equity	2,266,077		2,456,083
Non-controlling interests	—		(8)
Total equity	2,266,077		2,456,075
Total liabilities, redeemable common stock, non-controlling interests and stockholders’ equity	$	6,446,476	$	7,132,054

The accompanying notes are an integral part of these consolidated financial statements.

F-5

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CIM REAL ESTATE FINANCE TRUST, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share amounts)

	Year Ended December 31,
	2023		2022		2021
Revenues:
Rental and other property income	$	115,379	$	213,389	$	295,164
Interest income	453,480		238,757		70,561
Total revenues	568,859		452,146		365,725
Expenses:
General and administrative	17,572		15,364		15,078
Interest expense, net	260,768		165,210		84,049
Property operating	13,350		20,790		47,559
Real estate tax	4,838		12,612		34,943
Expense reimbursements to related parties	13,285		16,567		11,624
Management fees	50,975		52,564		47,020
Transaction-related	3,653		534		315
Depreciation and amortization	42,532		70,606		95,190
Real estate impairment	35,079		32,321		18,078
Increase in provision for credit losses	134,289		29,476		2,881
Total expenses	576,341		416,044		356,737
Other income (expense):
Gain on disposition of real estate and condominium developments, net	53,341		121,902		83,045
Gain on investment in unconsolidated entities	11,723		11,952		606
Unrealized gain (loss) on equity security	4,751		(15,117)		—
Other (expense) income, net	(26,459)		8,671		150
Loss on extinguishment of debt	(7,788)		(19,644)		(4,895)
Merger-related expenses, net	—		—		(1,404)
Total other income	35,568		107,764		77,502
Net income	28,086		143,866		86,490
Net income allocated to non-controlling interest	8		66		—
Net income attributable to the Company	$	28,078	$	143,800	$	86,490
Weighted average number of common shares outstanding:
Basic and diluted	437,375,332		437,343,624		365,726,453
Net income per common share:
Basic and diluted	$	0.06	$	0.33	$	0.24

The accompanying notes are an integral part of these consolidated financial statements.

F-6

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CIM REAL ESTATE FINANCE TRUST, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

	Year Ended December 31,
	2023		2022		2021
Net income	$	28,086	$	143,866	$	86,490
Other comprehensive (loss) income
Unrealized (loss) gain on real estate-related securities	(85,623)		(51,304)		231
Reclassification adjustment for realized loss included in income as other income	39,412		—		1,419
Amount of loss transferred from other comprehensive loss into income as an increase in provision for credit loss	13,594		—		—
Unrealized gain on interest rate swaps	—		2,361		32
Amount of (gain) loss reclassified from other comprehensive (loss) income into income as interest expense, net	—		(2,532)		3,314
Total other comprehensive (loss) income	(32,617)		(51,475)		4,996
Comprehensive (loss) income	(4,531)		92,391		91,486
Comprehensive income allocated to non-controlling interest	8		66		—
Comprehensive (loss) income attributable to the Company	$	(4,539)	$	92,325	$	91,486

The accompanying notes are an integral part of these consolidated financial statements.

F-7

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CIM REAL ESTATE FINANCE TRUST, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands, except share amounts)

	Common Stock			Capital in <br>Excess<br>of Par Value		Accumulated<br>Distributions in Excess of Earnings		Accumulated Other Comprehensive (Loss) Income		Total<br>Stockholders’<br>Equity		Non-Controlling Interests		Total Equity
	Number of<br>Shares	Par Value
Balance, January 1, 2021	362,001,968	$	3,620	$	3,157,859	$	(961,006)	$	(2,047)	$	2,198,426	$	—	$	2,198,426
Issuance of common stock	3,574,120	36		25,748		—		—		25,784		—		25,784
Issuance of common stock in connection with the CIM Income NAV Merger	74,819,899	748		537,955		—		—		538,703		—		538,703
Equity-based compensation	39,000	—		289		—		—		289		—		289
Distributions declared on common stock — $0.364 per common share	—	—		—		(134,045)		—		(134,045)		—		(134,045)
Redemptions of common stock	(3,061,006)	(30)		(22,011)		—		—		(22,041)		—		(22,041)
Changes in redeemable common stock	—	—		(170,714)		—		—		(170,714)		—		(170,714)
Non-controlling interests assumed in connection with the CIM Income NAV Merger	—	—		—		—		—		—		1,073		1,073
Comprehensive income	—	—		—		86,490		4,996		91,486		—		91,486
Balance, December 31, 2021	437,373,981	$	4,374	$	3,529,126	$	(1,008,561)	$	2,949	$	2,527,888	$	1,073	$	2,528,961
Issuance of common stock	5,404,510	54		38,858		—		—		38,912		—		38,912
Equity-based compensation	89,559	—		397		—		—		397		—		397
Distributions declared on common stock — $0.376 per common share	—	—		—		(164,526)		—		(164,526)		—		(164,526)
Redemptions of common stock	(5,470,636)	(55)		(39,334)		—		—		(39,389)		—		(39,389)
Changes in redeemable common stock	—	—		476		—		—		476		—		476
Distributions to non-controlling interests	—	—		—		—		—		—		(1,147)		(1,147)
Comprehensive income (loss)	—	—		—		143,800		(51,475)		92,325		66		92,391
Balance, December 31, 2022	437,397,414	$	4,373	$	3,529,523	$	(1,029,287)	$	(48,526)	$	2,456,083	$	(8)	$	2,456,075
Issuance of common stock	6,549,117	65		42,814		—		—		42,879		—		42,879
Equity-based compensation	73,059	—		480		—		—		480		—		480
Distributions declared on common stock — $0.425 per common share	—	—		—		(185,916)		—		(185,916)		—		(185,916)
Redemptions of common stock	(6,764,875)	(66)		(44,379)		—		—		(44,445)		—		(44,445)
Changes in redeemable common stock	—	—		1,535		—		—		1,535		—		1,535
Comprehensive income (loss)	—	—		—		28,078		(32,617)		(4,539)		8		(4,531)
Balance, December 31, 2023	437,254,715	$	4,372	$	3,529,973	$	(1,187,125)	$	(81,143)	$	2,266,077	$	—	$	2,266,077

The accompanying notes are an integral part of these consolidated financial statements.

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CIM REAL ESTATE FINANCE TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

	Year Ended December 31,
	2023		2022		2021
Cash flows from operating activities:
Net income	$	28,086	$	143,866	$	86,490
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization, net	42,344		70,688		92,988
Amortization of deferred financing costs	10,297		12,143		10,073
Amortization of fair value adjustments of mortgage notes payable assumed	—		—		(149)
Amortization and accretion on deferred loan fees	(8,229)		(9,896)		(2,998)
Amortization of premiums and discounts on credit investments	(22,111)		(11,609)		(8,144)
Capitalized interest income on real estate-related securities and loans held-for-investment	(1,170)		(1,172)		(974)
Equity-based compensation	480		397		289
Straight-line rental income	(3,062)		(6,149)		(5,723)
Write-offs for uncollectible lease-related receivables	(336)		(894)		(694)
Gain on disposition of real estate assets and condominium developments, net	(53,341)		(121,902)		(83,045)
Loss on sale of credit investments, net	40,071		1,057		1,378
Gain on investment in unconsolidated entities	(11,723)		(11,952)		(606)
Gain on sale of marketable security	—		(22)		—
Unrealized (gain) loss on equity security	(4,751)		15,139		—
Amortization of fair value adjustment and gain on interest rate swaps	—		(2,398)		(2,814)
Impairment of real estate assets	35,079		32,321		18,078
Increase in provision for credit losses	134,289		29,476		2,881
Loss (gain) on interest rate caps	5,040		(4,586)		42
Return on investment in unconsolidated entities	11,723		7,312		497
Write-off of deferred financing costs	6,770		8,100		3,815
Changes in assets and liabilities:
Rents and tenant receivables, net	5,536		68,172		28,109
Prepaid expenses and other assets	11,780		(10,172)		67
Accrued interest receivable	(5,339)		(17,893)		(2,484)
Accrued expenses and accounts payable	7,375		(1,277)		8,388
Deferred rental income and other liabilities	(2,839)		(11,542)		3,541
Due to affiliates	(2,189)		1,492		(831)
Net cash provided by operating activities	223,780		178,699		148,174
Cash flows from investing activities:
Cash acquired in connection with mergers	—		—		10,244
Investment in unconsolidated entities	(40,031)		(86,300)		(53,525)
Return of investment in unconsolidated entities	13,858		39,221		—
Investment in real estate-related securities	(163,881)		(558,218)		(321,169)
Investment in liquid corporate senior loans	(121,287)		(179,714)		(406,694)
Investment in corporate senior loans	(154,060)		(74,801)		—
Investment in real estate assets and capital expenditures	(12,505)		(23,776)		(76,283)
Investment in first mortgage loans	(477,275)		(1,333,298)		(1,805,324)
Origination, modification and exit fees received on loans held-for-investment	2,449		13,978		17,030
Principal payments received on loans held-for-investment	196,980		172,602		326,062
Principal payments received on real estate-related securities	60,159		17,161		38
Net proceeds from sale of real estate-related securities	77,385		132		256,841
Net proceeds from disposition of real estate assets and condominium developments	966,874		1,315,176		513,528
Net proceeds from sale of liquid corporate senior loans	210,807		60,027		69,959
Redemption of investment in unconsolidated entities	—		60,663		—
Proceeds from the settlement of insurance claims	—		619		63
Net cash provided by (used in) investing activities	559,473		(576,528)		(1,469,230)

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CIM REAL ESTATE FINANCE TRUST, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands) — Continued

	Year Ended December 31,
	2023		2022		2021
Cash flows from financing activities:
Redemptions of common stock	$	(44,445)	$	(39,389)	$	(22,041)
Distributions to stockholders	(141,818)		(124,038)		(105,978)
Proceeds from borrowings	545,865		2,492,110		3,159,650
Repayments of borrowings, and prepayment penalties	(1,051,669)		(1,874,690)		(1,648,775)
Termination of interest rate swaps	—		(239)		(6,401)
Payment of loan deposits	—		—		(800)
Refund of loan deposits	—		—		865
Deferred financing costs paid	(7,198)		(22,357)		(39,699)
Distributions to non-controlling interests	—		(1,147)		—
Net cash (used in) provided by financing activities	(699,265)		430,250		1,336,821
Net increase in cash and cash equivalents and restricted cash	83,988		32,421		15,765
Cash and cash equivalents and restricted cash, beginning of period	176,594		144,173		128,408
Cash and cash equivalents and restricted cash, end of period	$	260,582	$	176,594	$	144,173
Reconciliation of cash and cash equivalents and restricted cash to the consolidated balance sheets:
Cash and cash equivalents	$	247,500	$	118,978	$	107,381
Restricted cash	13,082		57,616		36,792
Total cash and cash equivalents and restricted cash	$	260,582	$	176,594	$	144,173

The accompanying notes are an integral part of these consolidated financial statements.

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Table of Contents

CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — ORGANIZATION AND BUSINESS

CIM Real Estate Finance Trust, Inc. (the “Company”) is a non-exchange traded real estate investment trust (“REIT”) formed as a Maryland corporation on July 27, 2010, that elected to be taxed, and operates its business to qualify, as a REIT for U.S. federal income tax purposes beginning with its taxable year ended December 31, 2012. The Company seeks to attain attractive risk-adjusted returns and create long term value for its investors by investing in a diversified portfolio of senior secured mortgage loans, creditworthy long-term net-leased property investments and other senior loan and liquid credit investments. As of December 31, 2023, the Company’s loan portfolio consisted of 291 loans with a net book value of $4.3 billion, and investments in real estate-related securities of $519.7 million. The Company expects to conduct its commercial real estate lending business through CIM Commercial Lending REIT (“CLR”), a Maryland statutory trust and currently wholly owned subsidiary of the Company which the Company expects to be taxed as a real estate investment trust (“REIT”) for U.S. federal income tax purposes. As of February 29, 2024, CLR holds a diversified portfolio of approximately $1.6 billion of the Company’s senior secured mortgage loans and commercial mortgage-backed securities. As of December 31, 2023 the Company owned 192 properties, comprising approximately 6.2 million rentable square feet of commercial space located in 37 states. As of December 31, 2023, the rentable square feet at these properties were 99.9% leased, including month-to-month agreements, if any. As of December 31, 2023, the Company owned condominium developments with a net book value of $87.6 million.

A majority of the Company’s business is conducted through CIM Real Estate Finance Operating Partnership, LP, a Delaware limited partnership, of which the Company is the sole general partner and owns, directly or indirectly, 100% of the partnership interests.

The Company is externally managed by CIM Real Estate Finance Management, LLC, a Delaware limited liability company (“CMFT Management”), which is an affiliate of CIM Group, LLC (“CIM Group”). CIM Group is a vertically-integrated community-focused real estate and infrastructure owner, operator, lender and developer. CIM Group is headquartered in Los Angeles, CA, with offices in Atlanta, GA, Chicago, IL, Dallas, TX, London, UK, New York, NY, Orlando, FL, Phoenix, AZ, and Tokyo, Japan. CIM Group also maintains additional offices across the United States and in South Korea to support its platform.

The Company relies upon CIM Capital IC Management, LLC, the Company’s investment advisor (the “Investment Advisor”), to provide substantially all of the Company’s day-to-day management with respect to investments in securities and certain other investments. Collectively, CMFT Management, the Company’s manager, and the Investment Advisor, together with certain other affiliates of CIM Group, serve as the Company’s sponsor, which is referred to as the Company’s “sponsor” or “CIM”.

On January 26, 2012, the Company commenced its initial public offering on a “best efforts” basis of up to a maximum of $2.975 billion in shares of common stock (the “Initial Offering”). The Company ceased issuing shares in the Initial Offering on April 4, 2014. At the completion of the Initial Offering, a total of approximately 297.4 million shares of common stock had been issued, including approximately 292.3 million shares of common stock sold to the public pursuant to the primary portion of the Initial Offering and approximately 5.1 million shares of common stock issued pursuant to the distribution reinvestment plan (“DRIP”) portion of the Initial Offering. The remaining approximately 404,000 unsold shares from the Initial Offering were deregistered.

The Company registered $247.0 million of shares of common stock under the DRIP (the “Initial DRIP Offering”) pursuant to a Registration Statement on Form S-3 (Registration No. 333-192958), which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 19, 2013 and automatically became effective with the SEC upon filing. The Company ceased issuing shares under the Initial DRIP Offering effective as of June 30, 2016. At the completion of the Initial DRIP Offering, a total of approximately $241.7 million of shares of common stock had been issued. The remaining $5.3 million of unsold shares from the Initial DRIP Offering were deregistered.

The Company registered an additional $600.0 million of shares of common stock under the DRIP (the “Secondary DRIP Offering,” and together with the Initial DRIP Offering, the “DRIP Offerings,” and the DRIP Offerings collectively with the Initial Offering, the “Offerings”) pursuant to a Registration Statement on Form S-3 (Registration No. 333-212832), which was filed with the SEC on August 2, 2016 and automatically became effective with the SEC upon filing. The Company began to issue shares under the Secondary DRIP Offering on August 2, 2016 and continues to issue shares under the Secondary DRIP Offering.

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The Company’s board of directors (the “Board”) establishes an updated estimated per share net asset value (“NAV”) of the Company’s common stock on at least an annual basis for purposes of assisting broker-dealers that participated in the Initial Offering in meeting their customer account reporting obligations under Financial Industry Regulatory Authority Rule 2231. Distributions are reinvested in shares of the Company’s common stock for participants in the DRIP at the estimated per share NAV as determined by the Board. Additionally, the estimated per share NAV as determined by the Board serves as the per share NAV for purposes of the share redemption program. As of December 31, 2023, the estimated per share NAV of the Company’s common stock was $6.31, which was established by the Board on November 9, 2023 using a valuation date of September 30, 2023. Subsequent to December 31, 2023, the Board established an updated estimated per share NAV of the Company’s common stock on February 29, 2024, using a valuation date of January 31, 2024, of $6.09 per share. Commencing on March 1, 2024, distributions are reinvested in shares of the Company’s common stock under the DRIP at a price of $6.09 per share and $6.09 per share serves as the most recent estimated per share NAV for purposes of the share redemption program. The Company’s estimated per share NAVs are not audited or reviewed by its independent registered public accounting firm.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying consolidated financial statements.

Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

In determining whether the Company has controlling interests in an entity and is required to consolidate the accounts in that entity, the Company analyzes its credit and real estate investments in accordance with standards set forth in GAAP to determine whether the entities are variable interest entities (“VIEs”), and if so, whether the Company is the primary beneficiary. The Company’s judgment with respect to its level of influence or control over an entity and whether the Company is the primary beneficiary of a VIE involves consideration of various factors, including the form of the Company’s ownership interest, the Company’s voting interest, the size of the Company’s investment (including loans), and the Company’s ability to participate in major policy-making decisions. The Company’s ability to correctly assess its influence or control over an entity affects the presentation of these credit and real estate investments on the Company’s consolidated financial statements.

Reclassifications

Certain amounts in the Company’s prior period consolidated financial statements have been reclassified to conform to the current period presentation. The Company has chosen to break out the details of $165.2 million and $84.0 million of interest expense, net from other (expense) income, net into expenses in the Company’s consolidated statements of operations for the years ended December 31, 2022 and December 31, 2021, respectively, driven by the Company’s current investment portfolio composition being predominantly comprised of credit investments. This reclassification of interest expense, net did not have an impact on net income or cash flow from operating activities.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Real Estate Assets

Real estate assets are stated at cost, less accumulated depreciation and amortization. The Company considers the period of future benefit of each respective asset to determine the appropriate useful life. The estimated useful lives of the Company’s real estate assets by class are generally as follows:

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Buildings	40 years
Site improvements	15 years
Tenant improvements	Lesser of useful life or lease term
Intangible lease assets	Lease term

Recoverability of Real Estate Assets

The Company continually monitors events and changes in circumstances that could indicate that the carrying amounts of its real estate assets may not be recoverable. Impairment indicators that the Company considers include, but are not limited to: bankruptcy or other credit concerns of a property’s major tenant, such as a history of late payments, lease concessions and other factors; a significant decrease in a property’s revenues due to lease terminations; vacancies; co-tenancy clauses; reduced lease rates; changes in anticipated holding periods; significant increases to budgeted costs for units under development; and a reduction in prevailing market values for assets being considered for disposition. When indicators of potential impairment are present, the Company assesses the recoverability of the assets by determining whether the carrying amount of the assets will be recovered through the undiscounted future cash flows expected from the use of the assets and their eventual disposition. In the event that such expected undiscounted future cash flows do not exceed the carrying amount, the Company will adjust the real estate assets to their respective fair values and recognize an impairment loss. Generally, fair value is determined using a discounted cash flow analysis and recent comparable sales transactions. The Company’s impairment assessment as of December 31, 2023 was based on the most current information available to the Company, including expected holding periods. If the Company’s expected holding periods for assets change, subsequent tests for impairment could result in additional impairment charges in the future. The assumptions and uncertainties utilized in the evaluation of the impairment of real estate assets are discussed in detail in Note 3 — Fair Value Measurements. See also Note 4 — Real Estate Assets for further discussion regarding real estate investment activity.

Assets Held for Sale

When a real estate asset is identified by the Company as held for sale, the Company will cease recording depreciation and amortization of the assets related to the property and estimate its fair value, net of selling costs. If, in management’s opinion, the fair value, net of selling costs, of the asset is less than the carrying amount of the asset, an adjustment to the carrying amount is then recorded to reflect the estimated fair value of the property, net of selling costs. As of December 31, 2023 and 2022, the Company did not identify any real estate assets as held for sale.

Dispositions of Real Estate Assets

Gains and losses from dispositions are recognized once the various criteria relating to the terms of sale and any subsequent involvement by the Company with the asset sold are met. A discontinued operation includes only the disposal of a component of an entity and represents a strategic shift that has (or will have) a major effect on an entity’s financial results. Given the Company’s current asset portfolio and strategy, the Company’s dispositions during the years ended December 31, 2023 and 2022 did not qualify for discontinued operations presentation and thus, the results of the properties and condominiums that were sold will not be reported as discontinued operations, and any associated gains or losses from the dispositions are included in gain on disposition of real estate and condominium developments, net. See Note 4 — Real Estate Assets for a discussion of the disposition of individual properties and condominiums during the year ended December 31, 2023.

Allocation of Purchase Price of Real Estate Assets

Upon the acquisition of real properties, the Company allocates the purchase price to acquired tangible assets, consisting of land, buildings and improvements, and to identified intangible assets and liabilities, consisting of the value of above- and below-market leases and the value of in-place leases and other intangibles, based in each case on their relative fair values. The Company utilizes independent appraisals to assist in the determination of the fair values of the tangible assets of an acquired property (which includes land and buildings). The information in the appraisal, along with any additional information available to the Company’s management, is used in estimating the amount of the purchase price that is allocated to land. Other information in the appraisal, such as building value and market rents, may be used by the Company’s management in estimating the allocation of purchase price to the building and to intangible lease assets and liabilities. The appraisal firm has no involvement in management’s allocation decisions other than providing this market information.

The fair values of above- and below-market lease intangibles are recorded based on the present value (using a discount rate which reflects the risks associated with the leases acquired) of the difference between (1) the contractual amounts to be paid pursuant to the in-place leases and (2) an estimate of fair market lease rates for the corresponding in-place leases, which is

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

generally obtained from independent appraisals, measured over a period equal to the remaining non-cancelable term of the lease including, for below-market leases, any bargain renewal periods. The above- and below-market lease intangibles are capitalized as intangible lease assets or liabilities, respectively. Above-market leases are amortized as a reduction to rental income over the remaining terms of the respective leases. Below-market leases are amortized as an increase to rental income over the remaining terms of the respective leases, including any bargain renewal periods. In considering whether or not the Company expects a tenant to execute a bargain renewal option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition, such as the financial strength of the tenant, the remaining lease term, the tenant mix of the leased property, the Company’s relationship with the tenant and the availability of competing tenant space. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of above- or below-market lease intangibles relating to that lease would be recorded as an adjustment to rental income.

The fair values of in-place leases include estimates of direct costs associated with obtaining a new tenant and opportunity costs associated with lost rental and other property income, which are avoided by acquiring a property with an in-place lease. Direct costs associated with obtaining a new tenant include leasing commissions, legal and other related expenses and are estimated in part by utilizing information obtained from independent appraisals and management’s consideration of current market costs to execute a similar lease. The intangible values of opportunity costs, which are calculated using the contractual amounts to be paid pursuant to the in-place leases over a market absorption period for a similar lease, are capitalized as intangible lease assets and are amortized to expense over the remaining term of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts of in-place lease assets relating to that lease would be expensed.

The Company has acquired, and may continue to acquire, certain properties subject to contingent consideration arrangements that may obligate the Company to pay additional consideration to the seller based on the outcome of future events. Additionally, the Company may acquire certain properties for which it funds certain contingent consideration amounts into an escrow account pending the outcome of certain future events. The outcome may result in the release of all or a portion of the escrowed funds to the Company or the seller or a combination thereof.

The Company estimates the fair value of assumed mortgage notes payable based upon indications of current market pricing for similar types of debt financing with similar maturities. Assumed mortgage notes payable are initially recorded at their estimated fair value as of the assumption date, and any difference between such estimated fair value and the mortgage note’s outstanding principal balance is amortized or accreted to interest expense over the term of the respective mortgage note payable.

The determination of the fair values of the real estate assets and liabilities acquired requires the use of significant assumptions with regard to the current market rental rates, rental growth rates, capitalization and discount rates, interest rates and other variables. The use of alternative estimates may result in a different allocation of the Company’s purchase price, which could materially impact the Company’s results of operations.

Certain acquisition-related expenses related to asset acquisitions are capitalized and allocated to tangible and intangible assets and liabilities, as described above. Acquisition-related manager expense reimbursements are expensed as incurred and are included in expense reimbursements to related parties in the accompanying consolidated statements of operations. Other acquisition-related expenses continue to be expensed as incurred and are included in transaction-related expenses in the accompanying consolidated statements of operations.

Investment in Unconsolidated Entities

The Company is engaged in an unconsolidated joint venture arrangement through CIM NP JV Holdings, LLC (“NP JV Holdings”) (the “Unconsolidated Joint Venture”), of which it owns, indirectly through CMFT MT JV Holdings, LLC and CLR NP Holdings, LLC, a subsidiary of CLR, approximately 50% of the outstanding equity. Through the Unconsolidated Joint Venture, which holds approximately 91% of the membership interest in NewPoint JV, LLC (the “NewPoint JV”) pursuant to the terms of the Operating Agreement entered into between the Unconsolidated Joint Venture and NewPoint Bridge Lending, LLC, the Company indirectly owns approximately 45% of the outstanding equity of the NewPoint JV on a fully diluted basis. The Company accounts for its investment under the equity method. The equity method of accounting requires the investment to be initially recorded at cost, including transaction costs incurred to finalize the investment, and is subsequently adjusted for the Company’s share of equity in NP JV Holdings’ earnings and distributions, including unrealized gains and losses as a result of changes in fair value of the NewPoint JV. The Company records its share of NP JV Holdings’ profits or losses on a quarterly basis as an adjustment to the carrying value of the investment on the Company’s consolidated balance sheet and such share is recognized as a profit or loss on the consolidated statements of operations.

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

On March 31, 2022, the Company fully redeemed its $60.7 million investment in CIM UII Onshore, L.P. (“CIM UII Onshore”). Prior to redemption, the Company had less than 5% ownership of CIM UII Onshore and accounted for its investment under the equity method. The equity method of accounting requires the investment to be initially recorded at cost, including transaction costs incurred to finalize the investment, and subsequently adjusted for the Company’s share of equity in CIM UII Onshore’s earnings and distributions. Prior to redemption, the Company recorded its share of CIM UII Onshore’s profits or losses on a quarterly basis as an adjustment to the carrying value of the investment on the Company’s consolidated balance sheet and such share is recognized as a profit or loss on the consolidated statements of operations.

For more information, refer to Note 6 — Investment in Unconsolidated Entities.

Non-controlling Interest in Consolidated Joint Venture

From December 2021 to July 2022, the Company determined it had a controlling interest in a consolidated joint venture arrangement (the “Consolidated Joint Venture”) and, therefore, met the requirements for consolidation. During the year ended December 31, 2022, the Company recorded net income of $66,000 and paid distributions of $1.1 million to the non-controlling interest.

During the year ended December 31, 2022, the Company disposed of the underlying properties previously owned through the Consolidated Joint Venture, as further discussed in Note 4 — Real Estate Assets.

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash in bank accounts, as well as investments in highly-liquid money market funds. The Company deposits cash with several high-quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (“FDIC”) up to an insurance limit of $250,000. At times, the Company’s cash and cash equivalents may exceed federally insured levels. Although the Company bears risk on amounts in excess of those insured by the FDIC, it has not experienced and does not anticipate any losses due to the high quality of the institutions where the deposits are held. Included in cash and cash equivalents was $2.2 million and $19.8 million of unsettled liquid corporate senior loan purchases as of December 31, 2023 and 2022, respectively.

The Company had $13.1 million and $57.6 million in restricted cash as of December 31, 2023 and December 31, 2022, respectively. Included in restricted cash was $1.9 million and $15.4 million held by lenders in lockbox accounts, as of December 31, 2023 and 2022, respectively. As part of certain of the Company’s debt agreements, rents from certain encumbered properties and interest income from certain first mortgage loans are deposited directly into a lockbox account, from which the monthly debt service payment is disbursed to the lender and the excess is disbursed to the Company. Also included in restricted cash was $2.0 million and $22.6 million of construction reserves, amounts held by lenders in escrow accounts for real estate taxes and other lender reserves for certain properties, in accordance with the associated lender’s loan agreement as of December 31, 2023 and 2022, respectively. In addition, the Company had a $9.2 million and a $19.6 million deposit held as cash collateral included in restricted cash as of December 31, 2023 and December 31, 2022, respectively, to be applied by Barclays Bank PLC (“Barclays”) as repayment of certain eligible assets transferred under the Master Repurchase Agreement (as defined in Note 10 — Repurchase Facilities, Notes Payable and Credit Facilities) with Barclays.

Real Estate-Related Securities

Real estate-related securities consists primarily of the Company’s investments in commercial mortgage-backed securities (“CMBS”) and equity securities. The Company determines the appropriate classification for real estate-related securities at the time of purchase and reevaluates such designation as of each balance sheet date.

As of December 31, 2023, the Company classified its investments in CMBS as available-for-sale as the Company is not actively trading the securities; however, the Company may sell them prior to their maturity. These investments are carried at their estimated fair value with unrealized gains and losses reported in other comprehensive (loss) income. The amortized cost of the Company’s CMBS is adjusted for amortization of premiums and accretion of discounts to maturity computed under the effective interest method.

In addition, the Company had an investment in an equity security as of December 31, 2023, which is comprised of Global Net Lease, Inc.’s common stock (“GNL Common Stock”). The GNL Common Stock was converted from RTL Common Stock, which was received as consideration in connection with the RTL Purchase and Sale Agreement (both of which are defined in Note 4 — Real Estate Assets), upon the consummation of the transactions pursuant to the agreement and plan of merger by and among Global Net Lease, Inc. (NASDAQ: GNL) (“GNL”) and The Necessity Retail REIT, Inc. (NASDAQ: RTL) (“RTL”), among others. The RTL Common Stock was cancelled in accordance with the terms of the aforementioned agreement and plan

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

of merger and was converted into 0.670 shares of GNL Common Stock during the year ended December 31, 2023. This investment is carried at its estimated fair value with unrealized gains and losses reported on the consolidated statements of operations. During the years ended December 31, 2023 and 2022, the Company earned $5.6 million and $4.1 million, respectively, of dividend income on GNL Common Stock, which is included in other (expense) income, net on the consolidated statements of operations.

The Company monitors its CMBS for changes in fair value. A loss is recognized when the Company determines that a decline in the estimated fair value of a security below its amortized cost has resulted from a credit loss or other factors, such as market conditions. Such losses that are credit related are recorded as a current expected credit loss in increase in provision for credit losses on the Company’s consolidated statements of operations. Subsequent cumulative adverse changes in expected cash flows on the Company’s CMBS are recognized as an increase to current expected credit losses. However, the allowance is limited to the amount by which the CMBS’ amortized cost exceeds its fair value. Favorable changes in expected cash flows are recognized as a decrease to current expected credit losses. For additional information regarding the Company’s process for estimating current expected credit losses for its real estate-related securities, see the Current Expected Credit Losses section below.

Interest earned is either received in cash or capitalized to CMBS in the Company’s consolidated balance sheets. Interest is capitalized when certain conditions are met as specified in each security agreement.

Loans Held-for-Investment

The Company’s loans held-for-investment include loans related to real estate assets, as well as credit investments, including commercial mortgage loans and other loans and securities related to commercial real estate assets, as well as corporate loan opportunities that are consistent with the Company’s investment strategy and objectives. The Company intends to hold the loans held-for-investment for the foreseeable future or until maturity. Loans held-for-investment are carried on the Company’s consolidated balance sheets at amortized cost, net of any current expected credit losses and are adjusted for amortization of premiums and accretion of discounts to maturity.

Interest earned is either received in cash or capitalized to loans held-for-investment and related receivables, net in the Company’s consolidated balance sheets. Interest is capitalized when certain conditions are met as specified in each loan agreement.

Loans that are past due 90 days or more as to principal or interest, or where reasonable doubt exists as to timely collection, are generally considered nonperforming and placed on nonaccrual status. See the Revenue Recognition section below for additional information regarding the Company’s revenue from lending activities.

Current Expected Credit Losses

The Company adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326) (“ASU 2016-13”), on January 1, 2020. Current expected credit losses (“CECL”) required under ASU 2016-13 reflects the Company’s current estimate of potential credit losses related to the Company’s loans held-for-investment and CMBS included in the consolidated balance sheets. Changes to current expected credit losses are recognized through net income on the Company’s consolidated statements of operations. While ASU 2016-13 does not require any particular method for determining current expected credit losses, it does specify current expected credit losses should be based on relevant information about past events, including historical loss experience, current portfolio and market conditions, and reasonable and supportable forecasts for the duration of each respective loan. In addition, other than a few narrow exceptions, ASU 2016-13 requires that all financial instruments subject to the credit loss model should have some amount of loss reserve to reflect the GAAP principal underlying the credit loss model that all loans, debt securities, and similar assets have some inherent risk of loss, regardless of credit quality, subordinate capital, or other mitigating factors.

The Company estimates the current expected credit loss for its first mortgage loans primarily using the Weighted Average Remaining Maturity method, which has been identified as an acceptable method for estimating CECL reserves in the Financial Accounting Standards Board (“FASB”) Staff Q&A Topic 326, No. 1. This method requires the Company to reference historic loan loss data across a comparable data set and apply such loss rate to each loan investment over its expected remaining term, taking into consideration expected economic conditions over the relevant timeframe. The Company considers loan investments that are both (i) expected to be substantially repaid through the operation or sale of the underlying collateral, and (ii) for which the borrower is experiencing financial difficulty, to be “collateral-dependent” loans. For such loans that the Company determines that foreclosure of the collateral is probable, the Company measures the expected losses based on the difference between the fair value of the collateral less costs to sell and the amortized cost basis of the loan as of the measurement date. For

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collateral-dependent loans that the Company determines foreclosure is not probable, the Company applies a practical expedient to estimate expected losses using the difference between the collateral’s fair value and the amortized cost basis of the loan. For the Company’s liquid corporate senior loans and corporate senior loans, the Company uses a probability of default and loss given default method using a comparable data set. The Company may use other acceptable alternative approaches in the future depending on, among other factors, the type of loan, underlying collateral, and availability of relevant historical market loan loss data.

Quarterly, the Company evaluates the risk of all loans held-for-investment and assigns a risk rating based on a variety of factors, grouped as follows: (i) loan and credit structure, including the as-is loan-to-value (“LTV”) ratio and structural features; (ii) quality and stability of real estate value and operating cash flow, including debt yield, dynamics of the geography, property type and local market, physical condition, stability of cash flow, leasing velocity and quality and diversity of tenancy; (iii) performance against underwritten business plan; and (iv) quality, experience and financial condition of sponsor, borrower and guarantor(s).

Based on a 5-point scale, the Company’s loans are rated “1” through “5,” from least risk to greatest risk, respectively, which ratings are defined as follows:

1-Outperform — Most satisfactory asset quality and liquidity, good leverage capacity. A “1” rating maintains predictable and strong cash flows from operations. The trends and outlook for the credit's operations, balance sheet, and industry are neutral to favorable. Collateral, if appropriate, exceeds performance metrics;

2-Meets or Exceeds Expectations — Acceptable asset quality, moderate excess liquidity, modest leverage capacity. A “2” rating could have some financial/non-financial weaknesses which are offset by strengths; however, the credit demonstrates an ample current cash flow from operations. The trends and outlook for the credit's operations, balance sheet, and industry are generally positive or neutral. Collateral performance, if appropriate, meets or exceeds substantially all performance metrics included in original or current underwriting / business plan;

3-Satisfactory — Acceptable asset quality, somewhat strained liquidity, minimal leverage capacity. A “3” rating is at times characterized by acceptable cash flows from operations. The trends and conditions of the credit’s operations and balance sheet are neutral. Collateral performance, if appropriate, meets or is on track to meet underwriting; business plan can reasonably be achieved;

4-Underperformance — The debt investment possesses credit deficiencies or potential weaknesses which deserve management’s close and continued attention. The portfolio company’s operations and/or balance sheet have demonstrated an adverse trend or deterioration which, while serious, has not reached the point where the liquidation of debt is jeopardized. These weaknesses are generally considered correctable by the borrower in the normal course of business but may weaken the asset or inadequately protect the Company’s credit position if not checked or corrected. Collateral performance, if appropriate, falls short of original underwriting, material differences exist from business plan, or both; technical milestones have been missed; defaults may exist, or may soon occur absent material improvement; and

5-Default/Possibility of Loss — The debt investment is protected inadequately by the current enterprise value or paying capacity of the obligor or of the collateral, if any. The underlying company’s operations have well-defined weaknesses based upon objective evidence, such as recurring or significant decreases in revenues and cash flows. Major variance from business plan; loan covenants or technical milestones have been breached; timely exit from loan via sale or refinancing is questionable; risk of principal loss. Collateral performance, if appropriate, is significantly worse than underwriting.

The Company generally assigns a risk rating of “3” to all newly originated or acquired loans held-for-investment during a most recent quarter, except in the case of specific circumstances warranting an exception.

In estimating credit losses related to real estate-related securities, management considers a variety of factors, including, but not limited to, the extent to which the fair value is less than the amortized cost basis, recent events specific to the security, industry or geographic area, the payment structure of the security, the failure of the issuer of the security to make scheduled interest or principal payments, and external credit ratings and recent changes in such ratings. Credit losses, if any, are estimated by calculating the difference between (i) the present value of estimated cash flows expected to be collected from the security discounted at the yield determined as of the initial acquisition date or, if since revised, as of the last date previously revised, and (ii) the net amortized cost basis of the security. Significant judgment is used in estimating future cash flows for the Company’s real estate-related securities.

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Deferred Financing Costs

Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. These costs are amortized to interest expense over the terms of the respective financing agreements using the straight-line method, which approximates the effective interest method. Unamortized deferred financing costs are written off when the associated debt is extinguished or repaid before maturity. The presentation of all deferred financing costs, other than those associated with the revolving loan portion of the credit facilities, are classified such that the debt issuance costs related to a recognized debt liability are presented on the consolidated balance sheets as a direct deduction from the carrying amount of the related debt liability rather than as an asset. Debt issuance costs related to securing a revolving line of credit are presented as an asset and amortized ratably over the term of the line of credit arrangement. As such, the Company’s current and corresponding prior period total deferred costs, net in the accompanying consolidated balance sheets relate only to the revolving loan portion of the credit facilities and the historical presentation, amortization and treatment of unamortized costs are still applicable. As of December 31, 2023 and 2022, the Company had $12.1 million and $16.4 million, respectively, of deferred financing costs, net of accumulated amortization, related to the revolving loan portion of the credit facilities. Costs incurred in seeking financing transactions that do not close are expensed in the period in which it is determined the financing will not close.

Due to Affiliates

CMFT Management, and certain of its affiliates, received and will continue to receive, fees, reimbursements and compensation in connection with services provided relating to the Offerings and the acquisition, management, financing and leasing of the properties of the Company.

Derivative Instruments and Hedging Activities

The Company accounts for its derivative instruments at fair value. Accounting for changes in the fair value of a derivative instrument depends on the intended use of the derivative instrument and the designation of the derivative instrument. The change in fair value of the derivative instrument that is designated as a cash flow hedge is recorded as other comprehensive income. The changes in fair value for derivative instruments that are not designated as hedges or that do not meet the hedge accounting criteria are recorded as a gain or loss to operations.

Redeemable Common Stock

Under the Company’s share redemption program, the Company’s obligation to redeem shares of its outstanding common stock is limited, among other things, to the net proceeds received by the Company from the sale of shares under the DRIP, net of shares redeemed to date. The Company records the maximum amount that is redeemable under the share redemption program as redeemable common stock outside of permanent equity in its consolidated balance sheets. Changes in the amount of redeemable common stock from period to period are recorded as an adjustment to capital in excess of par value.

Leases

The Company has lease agreements with lease and non-lease components. The Company has elected to not separate non-lease components from lease components for all classes of underlying assets (primarily real estate assets) and will account for the combined components as rental and other property income. Non-lease components included in rental and other property income include certain tenant reimbursements for maintenance services (including common-area maintenance services or “CAM”), real estate taxes, insurance and utilities paid for by the lessor but consumed by the lessee. As a lessor, the Company has further determined that this policy will be effective only on a lease that has been classified as an operating lease and the revenue recognition pattern and timing is the same for both types of components. The Company is not a party to any material leases where it is the lessee.

Significant judgments and assumptions are inherent in not only determining if a contract contains a lease, but also the lease classification, terms, payments, and, if needed, discount rates. Judgments include the nature of any options, including if they will be exercised, evaluation of implicit discount rates and the assessment and consideration of “fixed” payments for straight-line rent revenue calculations.

Lease costs represent the initial direct costs incurred in the origination, negotiation and processing of a lease agreement. Such costs include outside broker commissions and other independent third-party costs and are amortized over the life of the lease on a straight-line basis. Costs related to salaries and benefits, supervision, administration, unsuccessful origination efforts and other activities not directly related to completed lease agreements are expensed as incurred. Upon successful lease execution, leasing commissions are capitalized.

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Development Activities

Project costs and expenses, including interest incurred, associated with the development, construction and lease-up of a real estate project are capitalized as construction in progress. For additional information, refer to Note 4 — Real Estate Assets.

Revenue Recognition

Revenue from leasing activities

Rental and other property income is primarily derived from fixed contractual payments from operating leases and, therefore, is generally recognized on a straight-line basis over the term of the lease, which typically begins the date the tenant takes control of the space. When the Company acquires a property, the terms of existing leases are considered to commence as of the acquisition date for the purpose of this calculation. Variable rental and other property income consists primarily of tenant reimbursements for recoverable real estate taxes and operating expenses which are included in rental and other property income in the period when such costs are incurred, with offsetting expenses in real estate taxes and property operating expenses, respectively, within the consolidated statements of operations. The Company defers the recognition of variable rental and other property income, such as percentage rents, until the specific target that triggers the contingent rental income is achieved.

The Company continually reviews whether collection of lease-related receivables, including any straight-line rent, and current and future operating expense reimbursements from tenants are probable. The determination of whether collectability is probable takes into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. Upon the determination that the collectability of a receivable is not probable, the Company will record a reduction to rental and other property income for amounts previously recorded and a decrease in the outstanding receivable. Revenue from leases where collection is deemed to be not probable is recorded on a cash basis until collectability becomes probable. Management’s estimate of the collectability of lease-related receivables is based on the best information available at the time of estimate. The Company does not use a general reserve approach and lease-related receivables are adjusted and taken against rental and other property income only when collectability becomes not probable.

Revenue from lending activities

Interest income from the Company’s loans held-for-investment and CMBS is recognized using the effective interest method (or the modified straight-line method when it is materially consistent with the effective interest method). Interest income is comprised of interest earned on credit investments and the accretion and amortization of net loan origination fees and discounts recognized through the life of each investment. Interest income on loans is accrued as earned, with the accrual of interest suspended when the related loan becomes a nonaccrual loan. Interest income on the Company’s liquid corporate senior loans and corporate senior loans is accrued as earned beginning on the settlement date. Upon the sale of a security, the realized net gain or loss is computed on the specific identification method.

Accrual of interest income is suspended on nonaccrual loans. Loans that are past due 90 days or more as to principal or interest, or where reasonable doubt exists as to timely collection, are generally considered nonperforming and placed on nonaccrual status. Interest collected is recognized on a cash basis when received or as a reduction in the amortized cost basis, based on specific facts and circumstances, until accrual is resumed when the loan becomes contractually current and the Company believes all future principal and interest will be received according to the contractual loan terms.

Income Taxes

The Company elected to be taxed, and currently qualifies, as a REIT for federal income tax purposes under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, commencing with the taxable year ended December 31, 2012. The Company will generally not be subject to federal corporate income tax to the extent it distributes its taxable income to its stockholders, and so long as it, among other things, distributes at least 90% of its annual taxable income (computed without regard to the dividends paid deduction and excluding net capital gains). REITs are subject to a number of other organizational and operational requirements. Even if the Company maintains its qualification for taxation as a REIT, it or its subsidiaries may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.

Earnings (Loss) and Distributions Per Share

Earnings (loss) per share are calculated based on the weighted average number of shares of common stock outstanding during each period presented. Diluted income (loss) per share considers the effect of any potentially dilutive share equivalents,

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of which the Company had none for each of the years ended December 31, 2023, 2022 or 2021. Distributions per share are calculated based on the authorized monthly distribution rate.

Reportable Segments

The Company’s segment information reflects how the chief operating decision makers review information for operational decision-making purposes. The Company has two reportable segments:

Credit — engages primarily in acquiring and originating primarily floating rate first and second lien mortgage loans, either directly or through co-investments in joint ventures, related to real estate assets. This segment also includes investments in real estate-related securities, liquid corporate senior loans and corporate senior loans.

Real estate — engages primarily in acquiring and managing geographically diversified income-producing retail, industrial and office properties that are primarily single-tenant properties, which are leased to creditworthy tenants under long-term net leases.

See Note 18 — Segment Reporting for a further discussion regarding these segments.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by various standard setting bodies that may have an impact on the Company’s accounting and reporting. Except as otherwise stated below, the Company is currently evaluating the effect that certain new accounting requirements may have on the Company’s accounting and related reporting and disclosures in the Company’s consolidated financial statements.

On March 31, 2022, the FASB issued ASU No. 2022-02, Troubled Debt Restructurings and Vintage Disclosures (Topic 326) (“ASU 2022-02”). ASU 2022-02 eliminates the recognition and measurement guidance for troubled debt restructurings (“TDRs”) and, instead, requires that an entity evaluate (consistent with the accounting for other loan modifications) whether the modification represents a new loan or a continuation of an existing loan. The ASU also enhances existing disclosure requirements and introduces new requirements related to certain modifications of receivables made to borrowers experiencing financial difficulty. The ASU became effective for the Company beginning January 1, 2023 and is generally to be applied prospectively. ASU 2022-02 did not have an impact on the Company’s consolidated financial statements for the year ended December 31, 2023.

In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). The amendments in this update clarify the guidance in Topic 820 when measuring the fair value of an equity security subject to contractual sale restrictions and introduce new disclosure requirements related to such equity securities. The amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those annual periods, with early adoption permitted. The Company does not believe the adoption of ASU 2022-03 will have an impact on its consolidated financial statements and disclosures.

In August 2023, the FASB issued ASU No. 2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”). ASU 2023-05 applies to the formation of a joint venture and requires a joint venture to initially measure all contributions received upon its formation at fair value. The guidance is intended to reduce diversity in practice and provide users of joint venture financial statements with more decision-useful information. The amendments are effective prospectively for all joint venture formations with a formation date on or after January 1, 2025. The Company does not believe the adoption of ASU 2023-05 will have a material impact on its consolidated financial statements and disclosures.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 enhances the disclosures required for reportable segments on an annual and interim basis. ASU 2023-07 is effective on a retrospective basis for annual periods beginning after December 15, 2023, for interim periods within fiscal years beginning after December 15, 2024, and early adoption is permitted. The Company does not expect the adoption of ASU 2023-07 to have a material impact on its consolidated financial statements and disclosures.

NOTE 3 — FAIR VALUE MEASUREMENTS

GAAP defines fair value, establishes a framework for measuring fair value, and requires disclosures about fair value measurements. GAAP emphasizes that fair value is intended to be a market-based measurement, as opposed to a transaction-specific measurement.

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Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. Depending on the nature of the asset or liability, various techniques and assumptions can be used to estimate the fair value. Assets and liabilities are measured using inputs from three levels of the fair value hierarchy, as follows:

Level 1 — Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. An active market is defined as a market in which transactions for the assets or liabilities occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 — Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active (markets with few transactions), inputs other than quoted prices that are observable for the asset or liability (i.e., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data correlation or other means (market corroborated inputs).

Level 3 — Unobservable inputs, which are only used to the extent that observable inputs are not available, reflect the Company’s assumptions about the pricing of an asset or liability.

The following describes the methods the Company uses to estimate the fair value of the Company’s financial assets and liabilities:

Real estate-related securities — The Company generally determines the fair value of its CMBS by utilizing broker-dealer quotations, reported trades or valuation estimates from pricing models to determine the reported price. Pricing models for CMBS are generally discounted cash flow models that usually consider the attributes applicable to a particular class of security (e.g., credit rating, seniority), current market data, and estimated cash flows for each class and incorporate deal collateral performance such as prepayment speeds and default rates, as available. Depending upon the significance of the fair value inputs used in determining these fair values, these securities are valued using Level 1, Level 2 or Level 3 inputs. A breakout of the Company’s CMBS Level 2 and Level 3 positions as of December 31, 2023 and 2022 can be found in the tables under Items Measured at Fair Value on a Recurring Basis below.

The Company’s equity security investment is valued using Level 1 inputs. The estimated fair value of the Company’s equity security is based on quoted market prices that are readily and regularly available in an active market.

Credit facilities and notes payable — The fair value is estimated by discounting the expected cash flows based on estimated borrowing rates available to the Company as of the measurement date. Current and prior period liabilities’ carrying and fair values exclude net deferred financing costs. These financial instruments are valued using Level 2 inputs. As of December 31, 2023, the estimated fair value of the Company’s debt was $3.83 billion, compared to a carrying value of $3.94 billion. The estimated fair value of the Company’s debt as of December 31, 2022 was $4.32 billion, compared to a carrying value of $4.44 billion.

Derivative instruments — The Company’s derivative instruments were comprised of interest rate caps. All derivative instruments were carried at fair value and were valued using Level 2 inputs. The fair value of these instruments was determined using interest rate market pricing models. In addition, credit valuation adjustments were incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the respective counterparties.

Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with those derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties. However, as of December 31, 2023 and 2022, the Company assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and determined that the credit valuation adjustments are not significant to the overall valuation of the Company’s derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Loans held-for-investment — The Company’s loans held-for-investment are recorded at cost upon origination, net of loan origination fees and discounts. The Company estimates the fair value of its loans held-for-investment by performing a present value analysis for the anticipated future cash flows using an appropriate market discount rate taking into consideration the credit risk. The Company has determined that its commercial real estate (“CRE”) loans held-for-investment and corporate senior loans are classified in Level 3 of the fair value hierarchy. The Company’s liquid corporate senior loans are classified as Level 2 or Level 3 depending on the number of market quotations or indicative prices from pricing services that are available, and whether the depth of the market is sufficient to transact at those prices in amounts approximating the Company’s investment position at the measurement date. As of December 31, 2023, $445.7 million and $70.2 million of the Company’s liquid corporate senior

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loans were classified in Level 2 and Level 3 of the fair value hierarchy, respectively. As of December 31, 2022, $494.4 million and $168.0 million of the Company’s liquid corporate senior loans were classified in Level 2 and Level 3 of the fair value hierarchy, respectively. As of December 31, 2023, the estimated fair value of the Company’s loans held-for-investment and related receivables, net was $4.32 billion, compared to its carrying value of $4.26 billion. As of December 31, 2022, the estimated fair value of the Company’s loans held-for-investment and related receivables, net was $3.98 billion, compared to its carrying value of $4.00 billion.

Other financial instruments — The Company considers the carrying values of its cash and cash equivalents, restricted cash, tenant receivables, accounts payable and accrued expenses, other liabilities, due to affiliates and distributions payable to approximate their fair values because of the short period of time between their origination and their expected realization as well as their highly-liquid nature. Due to the short-term maturities of these instruments, Level 1 inputs are utilized to estimate the fair value of these financial instruments.

Considerable judgment is necessary to develop estimated fair values of financial assets and liabilities. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize, or be liable for, upon disposition of the financial assets and liabilities. The Company evaluates its hierarchy disclosures each quarter and depending on various factors, it is possible that an asset or liability may be classified differently from quarter to quarter. The Company does not expect that changes in classifications between levels will be frequent.

Items Measured at Fair Value on a Recurring Basis

In accordance with the fair value hierarchy described above, the following tables show the fair value of the Company’s financial assets that are required to be measured at fair value on a recurring basis as of December 31, 2023 and 2022 (in thousands):

	Balance as of December 31, 2023		Quoted Prices in<br>Active Markets for<br>Identical Assets<br>(Level 1)		Significant Other<br>Observable Inputs<br>(Level 2)		Significant<br>Unobservable<br>Inputs<br>(Level 3)
Financial assets:
CMBS	$	476,715	$	—	$	347,634	$	129,081
Equity security	42,999		42,999		—		—
Total financial assets	$	519,714	$	42,999	$	347,634	$	129,081
	Balance as of December 31, 2022		Quoted Prices in<br>Active Markets for<br>Identical Assets<br>(Level 1)		Significant Other<br>Observable Inputs<br>(Level 2)		Significant<br>Unobservable<br>Inputs<br>(Level 3)
Financial assets:
CMBS	$	538,142	$	—	$	348,241	$	189,901
Equity security	38,249		38,249		—		—
Interest rate caps	5,040		—		5,040		—
Total financial assets	$	581,431	$	38,249	$	353,281	$	189,901

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The following are reconciliations of the changes in financial assets with Level 3 inputs in the fair value hierarchy for the years ended December 31, 2023 and 2022 (in thousands):

	Level 3
Beginning Balance, January 1, 2022	$	105,361
Total gains and losses:
Unrealized loss included in other comprehensive (loss) income, net	(13,426)
Purchases and payments received:
Conversion of preferred units (1)	(68,243)
Purchases	4,752
Discounts, net	1,254
Capitalized interest income	1,110
Net transfers (2)	159,093
Balance, December 31, 2022	$	189,901
Total gains and losses:
Unrealized loss included in other comprehensive (loss) income, net	(43,258)
Current expected credit losses (3)	(28,789)
Purchases and payments received:
Discounts, net	10,067
Capitalized interest income	1,160
Ending Balance, December 31, 2023	$	129,081

____________________________________

(1)Reflects the Company’s investment in preferred units which matured during the year ended December 31, 2022 and was redeemed in exchange for an investment in a first mortgage loan. Refer to Note 8 — Loans Held-For-Investment for further discussion.

(2)One of the Company’s CMBS instruments in two different tranches was transferred into Level 3 during the year ended December 31, 2022 due to a decrease in transparency of inputs and observable prices in the market.

(3)Does not include $7.1 million of unrealized losses recognized prior to January 1, 2023 that were reclassified from other comprehensive loss on the consolidated statements of comprehensive (loss) income to increase in provision for credit losses on the consolidated statements of operations during the year ended December 31, 2023.

Items Measured at Fair Value on a Non-Recurring Basis (Including Impairment Charges)

Certain financial and nonfinancial assets and liabilities are measured at fair value on a nonrecurring basis and are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment. The Company’s process for identifying and recording impairment related to credit investments, real estate assets and intangible assets is discussed in Note 2 — Summary of Significant Accounting Policies.

As of December 31, 2023, the Company had an aggregate $57.8 million asset-specific credit loss reserve related to two of the Company’s first mortgage loans with an aggregate carrying value of $263.4 million. The asset-specific credit loss reserve was recorded based on the Company’s estimation of the fair value of the first mortgage loans’ aggregate underlying collateral as of December 31, 2023. These loans are therefore measured at fair value on a nonrecurring basis using significant unobservable inputs, and are classified as Level 3 assets in the fair value hierarchy. The Company considered a variety of inputs including property performance, market data and comparable sales, as applicable. The significant unobservable inputs used include the terminal capitalization rate, which ranged from 7.5% to 8.0%, and the discount rate, which ranged from 8.5% to 9.5%. For additional information regarding the first mortgage loans, refer to Note 8 — Loans Held-For-Investment. During the years ended December 31, 2022 and December 31, 2021, the Company had no asset-specific credit loss reserves related to the Company’s first mortgage loans.

As discussed in Note 4 — Real Estate Assets, during the year ended December 31, 2023, real estate assets related to six properties were deemed to be impaired due to sales prices or revised cash flow estimates that were less than their respective carrying values, and their carrying values were reduced to an estimated fair value of $79.8 million, resulting in impairment charges of $20.4 million. Additionally, during the year ended December 31, 2023, certain condominium units were deemed to be impaired, primarily due to a decrease in expected sales prices and an increase in budgeted costs for certain units under development, and their carrying values were reduced to their estimated fair value, resulting in impairment charges of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

$14.7 million. During the year ended December 31, 2022, real estate assets related to 23 properties were deemed to be impaired, all of which were due to sales prices that were less than their respective carrying values, and their carrying values were reduced to an estimated fair value of $123.9 million, resulting in impairment charges of $16.2 million. Additionally, during the year ended December 31, 2022, certain condominium units were deemed to be impaired, primarily due to a decrease in list prices and an increase in budgeted costs for certain units under development, and their carrying values were reduced to their estimated fair value, resulting in impairment charges of $16.1 million. During the year ended December 31, 2021, real estate assets related to 12 properties were deemed to be impaired, of which impairment at eight properties was due to sales prices that were less than their respective carrying values and impairment at four properties was due to vacancy, and their carrying values were reduced to an estimated fair value of $48.9 million, resulting in impairment charges of $6.0 million. Additionally, during the year ended December 31, 2021, certain condominium units were deemed to be impaired due to an increase in budgeted costs for certain units under development, and their carrying values were reduced to their estimated fair value, resulting in impairment charges of $12.1 million. The Company estimates fair values using Level 3 inputs and a combined income and market approach, specifically using discounted cash flow analysis and recent comparable sales transactions. The evaluation of real estate assets for potential impairment requires the Company’s management to exercise significant judgment and to make certain key assumptions, including, but not limited to, the following: (1) terminal capitalization rates; (2) discount rates; (3) the number of years the property will be held; (4) property operating expenses; and (5) re-leasing assumptions, including the number of months to re-lease, market rental income and required tenant improvements. There are inherent uncertainties in making these estimates such as market conditions and the future performance and sustainability of the Company’s tenants. The Company determined that the selling prices used to determine the fair values were Level 2 inputs.

The following summarizes the ranges of discount rates and terminal capitalization rates used for the Company’s impairment test for the real estate assets during the years ended December 31, 2023 and 2022:

Year Ended December 31, 2023		Year Ended December 31, 2022
Discount Rate	Terminal Capitalization Rate	Discount Rate	Terminal Capitalization Rate
7.5% - 11.9%	7.0% - 11.4%	8.0% - 9.7%	7.5% - 9.2%

The following table presents the impairment charges by asset class recorded during the years ended December 31, 2023, 2022 and 2021 (in thousands):

	Year Ended December 31,
	2023		2022		2021
Asset class impaired:
Land	$	4,980	$	3,553	$	1,089
Buildings, fixtures and improvements	13,841		11,081		4,755
Intangible lease assets	1,568		1,550		311
Intangible lease liabilities	15		—		(162)
Condominium developments	14,675		16,137		12,085
Total impairment loss	$	35,079	$	32,321	$	18,078

NOTE 4 — REAL ESTATE ASSETS

Property Acquisitions

During the years ended December 31, 2023 and 2022, the Company did not acquire any properties.

During the year ended December 31, 2021, the Company acquired 115 commercial properties in connection with the merger with CIM Income NAV, Inc. (the “CIM Income NAV Merger”) for an aggregate purchase price of $911.3 million (the “2021 Property Acquisitions”), which includes $5.0 million of external acquisition-related expenses that were capitalized. The Company funded the 2021 Property Acquisitions acquired in connection with the CIM Income NAV Merger with the consideration received in connection with the CIM Income NAV Merger. Five of the 2021 Property Acquisitions with a fair value of $66.5 million were classified as held for sale in connection with the RTL Purchase and Sale Agreement (as defined below) as of December 31, 2021.

The following table summarizes the purchase price allocation for the 2021 Property Acquisitions (in thousands):

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	2021 Property Acquisitions
Land	$	160,364
Buildings, fixtures and improvements	591,908
Acquired in-place leases and other intangibles (1)	94,118
Acquired above-market leases (2)	6,831
Intangible lease liabilities (3)	(8,425)
Assets held for sale	66,466
Total purchase price	$	911,262

____________________________________

(1)The amortization period for acquired in-place leases and other intangibles is 10.2 years.

(2)The amortization period for acquired above-market leases is 13.5 years.

(3)The amortization period for acquired intangible lease liabilities is 14.8 years.

During the year ended December 31, 2021, the Company completed foreclosure proceedings to take control of the assets which previously secured its eight mezzanine loans, including 75 condominium units and 21 rental units across four buildings, including certain units that are under development. No land was acquired in connection with the foreclosure.

The following table summarizes the purchase price allocation for the real estate acquired via foreclosure (in thousands):

	As of December 31, 2021
Buildings, fixtures and improvements	$	192,182
Acquired in-place leases and other intangibles	134
Intangible lease liabilities	(326)
Total purchase price	$	191,990

In connection with the foreclosure, the Company assumed $102.6 million of mortgage notes payable related to the assets.

Condominium Development Project

During the years ended December 31, 2023 and 2022, the Company capitalized $12.0 million and $14.0 million, respectively, of expenses associated with the development of condominiums acquired via foreclosure, which is included in condominium developments in the accompanying consolidated balance sheets. Included in the amounts capitalized during the years ended December 31, 2023 and 2022 was $1.0 million and $1.7 million, respectively, of capitalized interest expense.

Condominium Dispositions

During the year ended December 31, 2023, the Company disposed of condominium units for an aggregate sales price of $51.2 million, resulting in proceeds of $47.1 million after closing costs and a gain of $3.6 million. During the year ended December 31, 2022, the Company disposed of condominium units for an aggregate sales price of $40.7 million, resulting in proceeds of $33.0 million after closing costs and a gain of $4.1 million. During the year ended December 31, 2021, the Company disposed of condominium units for an aggregate sales price of $42.3 million, resulting in proceeds of $37.8 million after closing costs and a gain of $5.9 million. The Company has no continuing involvement that would preclude sale treatment with these condominium units. The gain on sale of condominium units is included in gain on disposition of real estate and condominium developments, net in the consolidated statements of operations.

2023 Property Dispositions

On December 29, 2022, certain subsidiaries of the Company entered into an Agreement of Purchase and Sale (the “Realty Income Purchase and Sale Agreement”) with certain subsidiaries of Realty Income Corporation (NYSE: O) (“Realty Income”), to sell to Realty Income 185 single-tenant net lease properties encompassing approximately 4.6 million gross rentable square feet of commercial space across 34 states for total consideration of $894.0 million. The consideration was paid in cash.

During the year ended December 31, 2023, the Company disposed of 188 properties, including 184 retail properties, three industrial properties and one office building, for an aggregate gross sales price of $925.9 million, resulting in net proceeds of $914.4 million after closing costs and a net gain of $44.4 million. The sale of 178 of these properties closed pursuant to the

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Realty Income Purchase and Sale Agreement for total consideration of $861.0 million, resulting in proceeds of $852.6 million after closing costs and a gain of $32.3 million. No properties are remaining to be sold pursuant to the Realty Income Purchase and Sale Agreement. The Company has no continuing involvement that would preclude sale treatment with these properties. The gain on sale of real estate is included in gain on disposition of real estate and condominium developments, net in the consolidated statements of operations.

2022 Property Dispositions

On December 20, 2021, certain subsidiaries of the Company entered into an Agreement of Purchase and Sale, as amended (the “RTL Purchase and Sale Agreement”), with American Finance Trust, Inc. (subsequently RTL), American Finance Operating Partnership, L.P. (subsequently known as The Necessity Retail REIT Operating Partnership, L.P.) (“RTL OP”), and certain of their subsidiaries (collectively, the “Purchaser”) to sell to the Purchaser 79 shopping centers and two single-tenant properties encompassing approximately 9.5 million gross rentable square feet of commercial space across 27 states for total consideration of $1.32 billion (the “Purchase Price”). The Purchase Price included the Purchaser’s option to seek the assumption of certain existing debt, and the Purchaser’s issuance of up to $53.4 million in value of RTL’s Class A common stock, par value $0.01 per share (“RTL Common Stock”) (now GNL Common Stock; refer to Note 2 — Summary of Significant Accounting Policies for additional information), or Class A units in RTL OP (“RTL OP Units”), subject to certain limits described more fully in the RTL Purchase and Sale Agreement.

During the year ended December 31, 2022, the Company disposed of 134 properties, including 69 retail properties, 56 anchored shopping centers, six industrial properties and three office buildings, and an outparcel of land for an aggregate gross sales price of $1.69 billion, resulting in net proceeds of $1.69 billion after closing costs and a gain of $117.8 million. Included in this amount of properties disposed were the two properties previously owned through the Consolidated Joint Venture. The sale of 81 of these properties closed pursuant to the RTL Purchase and Sale Agreement for total consideration of $1.33 billion, which consisted of $1.28 billion in cash proceeds and $53.4 million of RTL Common Stock, which shares were subsequently registered and are now freely tradable. Such shares are included in real estate-related securities in the consolidated balance sheets. During the year ended December 31, 2022, the Company recognized earnout income of $70.0 million related to the disposition of properties pursuant to the RTL Purchase and Sale Agreement, and recorded a related receivable of $12.2 million, which is included in prepaid expenses and other assets in the consolidated balance sheets as of December 31, 2022. Subsequent to December 31, 2022, the Company collected the $12.2 million earnout income related receivable in full. The Company has no continuing involvement that would preclude sale treatment with these properties. The gain on sale of real estate, including the earnout income, is included in gain on disposition of real estate and condominium developments, net in the consolidated statements of operations.

During the year ended December 31, 2023, the Company received $5.3 million in additional earnout proceeds upon the settlement of earnout claims related to the disposition of the properties pursuant to the RTL Purchase and Sale Agreement, which is included in gain on disposition of real estate and condominium developments, net in the consolidated statements of operations.

2021 Property Dispositions

During the year ended December 31, 2021, the Company disposed of 117 properties, consisting of 113 retail properties, three anchored shopping centers and one industrial property, and an outparcel of land for an aggregate gross sales price of $490.3 million, resulting in net proceeds of $475.8 million after closing costs and a gain of $77.2 million. The Company has no continuing involvement with these properties that would preclude sale treatment. The gain on sale of real estate is included in gain on disposition of real estate and condominium developments, net in the consolidated statements of operations.

Impairment

The Company performs quarterly impairment review procedures, primarily through continuous monitoring of events and changes in circumstances that could indicate that the carrying value of certain of its real estate assets may not be recoverable. See Note 2 — Summary of Significant Accounting Policies for a discussion of the Company’s accounting policies regarding impairment of real estate assets.

During the year ended December 31, 2023, six properties totaling approximately 377,000 square feet with a carrying value of $100.2 million were deemed to be impaired and their carrying values were reduced to an estimated fair value of $79.8 million, resulting in impairment charges of $20.4 million, which were recorded in the consolidated statements of operations. Additionally, during the year ended December 31, 2023, certain condominium units were deemed to be impaired

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

and their carrying values were reduced to their estimated fair value, resulting in impairment charges of $14.7 million, which were recorded in the consolidated statements of operations.

During the year ended December 31, 2022, 23 properties totaling approximately 962,000 square feet with a carrying value of $140.1 million were deemed to be impaired and their carrying values were reduced to an estimated fair value of $123.9 million, resulting in impairment charges of $16.2 million, which were recorded in the consolidated statements of operations. Additionally, during the year ended December 31, 2022, certain condominium units were deemed to be impaired and their carrying values were reduced to their estimated fair value, resulting in impairment charges of $16.1 million, which were recorded in the consolidated statements of operations.

During the year ended December 31, 2021, 12 properties totaling approximately 275,000 square feet with a carrying value of $54.9 million were deemed to be impaired and their carrying values were reduced to an estimated fair value of $48.9 million, resulting in impairment charges of $6.0 million, which were recorded in the consolidated statements of operations. Additionally, during the year ended December 31, 2021, certain condominium units were deemed to be impaired and their carrying values were reduced to their estimated fair value, resulting in impairment charges of $12.1 million, which were recorded in the consolidated statements of operations.

See Note 3 — Fair Value Measurements for a further discussion regarding impairment charges during the years ended December 31, 2023, 2022 and 2021.

NOTE 5 — INTANGIBLE LEASE ASSETS AND LIABILITIES

Intangible lease assets and liabilities consisted of the following as of December 31, 2023 and 2022 (in thousands, except weighted average life remaining):

	As of December 31,
	2023		2022
Intangible lease assets:
In-place leases and other intangibles, net of accumulated amortization of $49,737 and $86,881, respectively (with a weighted average life remaining of 11.2 years and 11.1 years, respectively)	$	97,537	$	174,954
Acquired above-market leases, net of accumulated amortization of $3,029 and $4,210, respectively (with a weighted average life remaining of 11.1 years and 12.9 years, respectively)	3,914		10,639
Total intangible lease assets, net	$	101,451	$	185,593
Intangible lease liabilities:
Acquired below-market leases, net of accumulated amortization of $5,136 and $5,575, respectively (with a weighted average life remaining of 12.1 years and 12.4 years, respectively)	$	13,354	$	19,054

Amortization of the above-market leases is recorded as a reduction to rental and other property income, and amortization expense for the in-place leases and other intangibles is included in depreciation and amortization in the accompanying consolidated statements of operations. Amortization of below-market leases is recorded as an increase to rental and other property income in the accompanying consolidated statements of operations.

The following table summarizes the amortization related to the intangible lease assets and liabilities for the years ended December 31, 2023, 2022, and 2021 (in thousands):

	Year Ended December 31,
	2023		2022		2021
In-place lease and other intangible amortization	$	13,889	$	24,629	$	28,994
Above-market lease amortization	$	574	$	1,152	$	2,379
Below-market lease amortization	$	1,348	$	1,990	$	5,393

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

As of December 31, 2023, the estimated amortization relating to the intangible lease assets and liabilities is as follows (in thousands):

	Amortization
Year Ending December 31,	In-Place Leases and Other Intangibles		Above-Market Leases		Below-Market Leases
2024	$	11,052	$	424	$	1,126
2025	10,658		424		1,120
2026	9,468		379		1,120
2027	9,073		356		1,120
2028	8,099		343		1,120
Thereafter	49,187		1,988		7,748
Total	$	97,537	$	3,914	$	13,354

NOTE 6 — INVESTMENT IN UNCONSOLIDATED ENTITIES

During the year ended December 31, 2021, the Company entered into the Unconsolidated Joint Venture, of which the Company owns, indirectly through CMFT MT JV Holdings, LLC and CLR NP Holdings, LLC, a subsidiary of CLR, approximately 50% of the outstanding equity. The Unconsolidated Joint Venture holds approximately 91% of the membership interest in the NewPoint JV. Through the Unconsolidated Joint Venture, the Company has an approximate 45% interest in the NewPoint JV and accounts for its investment under the equity method. The primary purpose of the NewPoint JV is to source, underwrite, close and service on an ongoing basis multifamily bridge loans, participation interests, and other debt instruments such as loans. As of December 31, 2023 and 2022, the carrying value of the Company’s investment in NP JV Holdings was $126.8 million and $100.6 million, respectively, which approximates fair value and is included in investment in unconsolidated entities on the consolidated balance sheets. The Company recorded a gain totaling $11.7 million and $6.8 million, which represented its share of NP JV Holdings’ gain, during the years ended December 31, 2023 and 2022, respectively, in the consolidated statements of operations. During the year ended December 31, 2023, the Company contributed an additional $40.0 million in NP JV Holdings. The Company also received $25.6 million in distributions during the year ended December 31, 2023, $15.8 million of which can be called back by NewPoint JV through NP JV Holdings as a capital call on a future date. Further, of the $25.6 million in distributions received during the year ended December 31, 2023, $11.7 million was recognized as a return on investment and $13.9 million was recognized as a return of investment and reduced the invested capital and the carrying amount. As of December 31, 2023, the Company had $88.4 million of unfunded commitments related to NewPoint JV. These commitments are not reflected in the accompanying consolidated balance sheets.

The Company provided a limited guaranty to NewPoint JV, under which the Company agreed to guarantee the Unconsolidated Joint Venture’s cross indemnity and its share of capital contribution obligations under the agreement with NewPoint JV.

On December 16, 2021, as a result of the CIM Income NAV Merger, the Company acquired a limited partnership interest in CIM UII Onshore. CIM UII Onshore’s sole purpose is to invest all of its assets in CIM Urban Income Investments, L.P. (“CIM Urban Income”), which is a private institutional fund that acquires, owns and operates substantially stabilized, diversified real estate and real estate-related assets in urban markets primarily located throughout North America.

During the years ended December 31, 2022 and 2021, the Company recognized an equity method net gain of $5.2 million and $606,000, respectively, related to its investment in CIM UII Onshore, in the consolidated statements of operations. The Company recognized distributions of $531,000 related to its investment in CIM UII Onshore during the year ended December 31, 2022, all of which was recognized as a return on investment. On March 31, 2022, the Company fully redeemed its $60.7 million investment in CIM UII Onshore, which represented less than 5% ownership of CIM UII Onshore and approximated fair value.

NOTE 7 — REAL ESTATE-RELATED SECURITIES

As of December 31, 2023, the Company had real estate-related securities with an aggregate estimated fair value of $519.7 million, which included 22 CMBS investments and an investment in a publicly-traded equity security. The CMBS investments have initial maturity dates ranging from December 2023 through June 2058 and have interest rates ranging from 6.9% to 12.7% as of December 31, 2023, with one CMBS earning a zero coupon rate. As of December 31, 2023, two tranches of a CMBS position held by the Company did not mature as anticipated in December 2023 and were therefore in maturity default as of

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

December 31, 2023. The following is a summary of the Company’s real estate-related securities as of December 31, 2023 (in thousands):

	Real Estate-Related Securities
	Amortized Cost Basis		Unrealized Loss		CECL		Fair Value
CMBS	$	593,647	$	(81,124)	$	(35,808)	$	476,715
Equity security	53,388		(10,389)		—		42,999
Total real estate-related securities	$	647,035	$	(91,513)	$	(35,808)	$	519,714

The following table provides the activity for the real estate-related securities during the years ended December 31, 2023 and 2022 (in thousands):

	Amortized Cost Basis		Unrealized Gain (Loss)		CECL		Fair Value
Real estate-related securities as of January 1, 2022	$	102,674	$	2,797	$	—	$	105,471
Face value of real estate-related securities acquired	640,793		—		—		640,793
Investment in preferred units, net (1)	(63,490)		—		—		(63,490)
Premiums and discounts on purchase of real estate-related securities, net of acquisition costs	(33,939)		—		—		(33,939)
Amortization of discount on real estate-related securities	10,160		—		—		10,160
Realized gain on sale of real estate-related securities	(110)		(22)		—		(132)
Capitalized interest income on real estate-related securities	1,110		—		—		1,110
Principal payments received on real estate-related securities	(17,161)		—		—		(17,161)
Unrealized loss on real estate-related securities	—		(66,421)		—		(66,421)
Real estate-related securities as of January 1, 2023	640,037		(63,646)		—		576,391
Face value of real estate-related securities acquired	166,835		—		—		166,835
Discounts on purchase of real estate-related securities, net of acquisition costs	(2,953)		—		—		(2,953)
Amortization of discount on real estate-related securities	18,912		—		—		18,912
Sale of real estate-related securities	(116,797)		39,412		—		(77,385)
Capitalized interest income on real estate-related securities	1,160		—		—		1,160
Principal payments received on real estate-related securities (2)	(60,159)		—		—		(60,159)
Unrealized loss on real estate-related securities, net	—		(67,279)		—		(67,279)
Current expected credit losses	—		—		(35,808)		(35,808)
Real estate-related securities as of December 31, 2023	$	647,035	$	(91,513)	$	(35,808)	$	519,714

____________________________________

(1)Included in this balance is $68.2 million of the Company’s investment in preferred units which were redeemed during the year ended December 31, 2022 in exchange for an investment in a first mortgage loan, as further discussed in Note 8 — Loans Held-For-Investment.

(2)Includes the repayment of the Company’s position in two different tranches of a CMBS instrument prior to their stated maturity dates.

During the year ended December 31, 2023, the Company invested $163.9 million in CMBS. During the same period, the Company sold four CMBS with an aggregate amortized cost basis of $116.8 million, resulting in net proceeds of $77.4 million and a loss of $39.4 million, the loss of which was reclassified from other comprehensive (loss) income as an increase to other (expense) income, net in the accompanying consolidated statements of operations. Unrealized gains and losses on CMBS are recorded in other comprehensive (loss) income, with a portion of the amount subsequently reclassified into other income, net in the accompanying consolidated statements of operations as securities are sold and gains and losses are recognized. Unrealized gains and losses on the equity security are reported on the consolidated statements of operations. During the year ended December 31, 2023, the Company recorded $67.3 million of net unrealized loss on its real estate-related securities, $39.4 million of which was realized as a loss in the accompanying consolidated statements of operations upon the sale of CMBS as noted above. The remaining $27.8 million of net unrealized loss is comprised of a $32.6 million unrealized loss on CMBS, which is included in other comprehensive (loss) income in the accompanying consolidated statements of comprehensive (loss) income and a $4.8 million unrealized gain on the Company’s equity security, which is included in

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

unrealized gain (loss) on equity security in the accompanying consolidated statements of operations. During the year ended December 31, 2022, the Company recorded $66.4 million of unrealized loss on its real estate-related securities, $51.3 million of which is included in other comprehensive (loss) income in the accompanying consolidated statements of comprehensive (loss) income. The remaining $15.1 million of unrealized loss on the Company’s equity security is included in unrealized gain (loss) on equity security in the accompanying consolidated statements of operations.

The scheduled maturities of the Company’s CMBS as of December 31, 2023 are as follows (in thousands):

	CMBS
	Amortized Cost		Estimated Fair Value
Due within one year	$	460,300	$	356,075
Due after one year through five years	89,494		89,683
Due after five years through ten years	12,332		8,580
Due after ten years	31,521		22,377
Total	$	593,647	$	476,715

Actual maturities of real estate-related securities can differ from contractual maturities because borrowers on certain corporate credit securities may have the right to prepay their respective debt obligations at any time. In addition, factors such as prepayments and interest rates may affect the yields on such securities.

Current Expected Credit Losses

Current expected credit losses reflect the Company’s current estimate for potential credit losses related to real estate-related securities included in the Company’s consolidated balance sheets. Current expected credit losses are recorded in increase in provision for credit losses on the Company’s consolidated statements of operations. Refer to Note 2 — Summary of Significant Accounting Policies for further discussion of the Company’s current expected credit losses.

The following table presents the activity in the Company’s current expected credit losses related to its position in one of two different tranches of a CMBS instrument for the year ended December 31, 2023 and 2022 (in thousands):

	CMBS
Current expected credit losses as of January 1, 2022	$	—
Provision for credit losses	—
Current expected credit losses as of January 1, 2023	—
Provision for credit losses	35,808
Current expected credit losses as of December 31, 2023	$	35,808

During the year ended December 31, 2023, the loan collateralizing one of the Company’s CMBS positions was transferred from the master servicer to a special servicer due to payment default generated by halted rent payments on the underlying office properties being mortgaged. In March 2023, the underlying collateral of the loan was appraised by the special servicer, resulting in an appraisal reduction representing approximately 44% of one of the CMBS position’s tranches in which the Company is invested. Though the appraisal reduction was subsequently reversed during the year ended December 31, 2023, the initial appraisal reduction resulted in reduced cash flows received from the respective CMBS investment during the year ended December 31, 2023. The Company considered various factors, including the factors noted above, in determining whether a credit loss existed. The present value of cash flows expected to be collected from the CMBS position did not exceed its amortized cost basis, and as such the Company determined the security had incurred a credit loss. In addition, as of December 31, 2023, the CMBS position was in maturity default as it did not mature as anticipated on the initial maturity date during December 2023. The Company does not intend to sell the CMBS position and it is not considered more likely than not that the Company will be forced to sell the security prior to recovering the amortized cost.

As a result of the credit loss incurred, the Company reclassified $13.6 million of unrealized loss from other comprehensive (loss) income on the consolidated statements of comprehensive (loss) income to increase in provision for credit losses on the consolidated statements of operations during the year ended December 31, 2023, and recorded an incremental $22.2 million to increase in provision for credit losses on the consolidated statements of operations identified as part of the Company’s quantitative credit loss assessment during the year ended December 31, 2023. As of December 31, 2023, the amortized cost basis of the CMBS position identified as having incurred a credit loss was $47.8 million. The Company will continue to monitor for changes in expected cash flows in order to continue to measure the credit loss.

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

As of December 31, 2023, there were 15 CMBS positions with unrealized losses reflected in other comprehensive (loss) income in the accompanying consolidated statements of comprehensive (loss) income. Upon evaluating these securities, the Company concluded that the unrealized losses included in other comprehensive (loss) income as of December 31, 2023 were noncredit-related and would be recovered from the securities’ estimated future cash flows. The Company considered various factors in reaching this conclusion, including that the Company did not intend to sell the securities, it was not considered more likely than not that the Company would be forced to sell the securities prior to recovering the amortized cost, and there were no material credit events that would have caused the Company to conclude that the amortized cost would not be recovered.

NOTE 8 — LOANS HELD-FOR-INVESTMENT

The Company’s loans held-for-investment consisted of the following as of December 31, 2023 and 2022 (dollar amounts in thousands):

	As of December 31,
	2023		2022
First mortgage loans (1)	$	3,648,351	$	3,285,193
Total CRE loans held-for-investment and related receivables, net	3,648,351		3,285,193
Liquid corporate senior loans	537,990		701,540
Corporate senior loans	210,722		57,165
Loans held-for-investment and related receivables, net	$	4,397,063	$	4,043,898
Less: Current expected credit losses	(132,598)		(42,344)
Total loans held-for-investment and related receivables, net	$	4,264,465	$	4,001,554

____________________________________

(1)As of December 31, 2023, first mortgage loans included $20.2 million of contiguous mezzanine loan components that, as a whole, have expected credit quality similar to that of a first mortgage loan.

The following table details overall statistics for the Company’s loans held-for-investment as of December 31, 2023 and 2022 (dollar amounts in thousands):

	CRE Loans (1) (2)							Liquid Corporate Senior Loans						Corporate Senior Loans
	As of December 31,							As of December 31,						As of December 31,
	2023				2022			2023			2022			2023			2022
Number of loans	33				29			237			317			21			4
Principal balance	$	3,669,116			$	3,306,411		$	543,837		$	708,254		$	214,650		$	57,918
Net book value	$	3,539,111			$	3,264,841		$	518,252		$	680,345		$	207,102		$	56,368
Weighted-average interest rate (3)	8.7		%		7.6		%	9.3		%	8.0		%	11.9		%	10.5		%
Weighted-average maximum years to maturity	2.8			(4)	3.6			4.2			4.7			3.8			4.6
Unfunded loan commitments (5)	$	241,708			304,649			$	152		$	1,425		$	30,592		$	4,324

____________________________________

(1)As of December 31, 2023, 100% of the Company’s CRE loans by principal balance earned a floating rate of interest, indexed to the Secured Overnight Financing Rate (“SOFR”).

(2)Maximum maturity date assumes all extension options are exercised by the borrowers and assumes all relevant conditions are met for such extensions; however, the loans may be repaid prior to such date.

(3)The weighted-average interest rate is based on the relevant floating benchmark plus a spread.

(4)As of December 31, 2023, two of the Company’s first mortgage loans were in maturity default. During January 2024, the loans were refinanced, each with a fully extended maturity date of January 7, 2028 and are no longer in maturity default. Upon the closings of each refinance, the accrued default interest was waived.

(5)Unfunded loan commitments are subject to the satisfaction of borrower milestones and are not reflected in the accompanying consolidated balance sheets. This balance does not include unsettled liquid corporate senior loan purchases of $2.2 million that are included in cash and cash equivalents in the accompanying consolidated balance sheets.

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Activity relating to the Company’s loans held-for-investment portfolio was as follows for the years ended December 31, 2023 and 2022 (dollar amounts in thousands):

	CRE Loans		Liquid Corporate Senior Loans		Corporate Senior Loans		Total Loan Portfolio
Balance, January 1, 2022	$	1,958,655	$	650,245	$	—	$	2,608,900
Loan originations and acquisitions (1)	1,401,539		184,513		75,851		1,661,903
Sale of loans	—		(60,027)		—		(60,027)
Principal repayments received	(80,911)		(73,758)		(17,933)		(172,602)
Capitalized interest	62		—		—		62
Deferred fees and other items (2)	(13,978)		(5,856)		(1,050)		(20,884)
Accretion and amortization of fees and other items	9,896		1,152		297		11,345
Current expected credit losses (3)	(10,422)		(15,924)		(797)		(27,143)
Balance, January 1, 2023	3,264,841		680,345		56,368		4,001,554
Loan originations and acquisitions	483,099		125,107		157,918		766,124
Sale of loans	—		(210,807)		—		(210,807)
Principal repayments received (4)	(120,394)		(75,389)		(1,196)		(196,979)
Capitalized interest	—		—		10		10
Deferred fees and other items (2)	(8,273)		(4,480)		(3,858)		(16,611)
Accretion and amortization of fees and other items	8,726		2,019		683		11,428
Current expected credit losses (3)	(88,888)		1,457		(2,823)		(90,254)
Balance, December 31, 2023	$	3,539,111	$	518,252	$	207,102	$	4,264,465

____________________________________

(1)The Company’s investment in preferred units, which was previously recorded in real estate-related securities on the accompanying consolidated balance sheets, was redeemed during the year ended December 31, 2022 in exchange for an investment in a first mortgage loan. As of December 31, 2023, the converted investment in preferred units has an outstanding balance of $67.0 million and is included in the CRE loans balance with an all-in-rate of 12.2% and an initial maturity date of October 9, 2024.

(2)Other items primarily consist of purchase discounts or premiums and deferred origination expenses.

(3)Does not include current expected losses for unfunded or unsettled loan commitments. Such amounts are included in accrued expenses and accounts payable on the accompanying consolidated balance sheets.

(4)Includes the repayment of a $105.0 million first mortgage loan prior to the maturity date.

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

As of December 31, 2023, our CRE loans had the following characteristics based on carrying values (dollar amounts in thousands):

Collateral Property Type	As of December 31, 2023
Office	$	1,848,219	50.5	%
Multifamily	1,171,128		32.1	%
Industrial	344,772		9.5	%
Hospitality	89,797		2.5	%
Mixed Use	68,966		1.9	%
Retail	64,747		1.8	%
Self-Storage	60,722		1.7	%
Total first mortgage loans	$	3,648,351	100	%
Less: current expected credit losses	(109,240)
Total first mortgage loans, net	$	3,539,111				Geographic Location	As of December 31, 2023
---	---	---	---	---
South	$	1,429,721	39.2	%
West	1,126,178		30.9	%
East	767,626		21.0	%
Various	324,826		8.9	%
Total first mortgage loans	$	3,648,351	100	%
Less: current expected credit losses	(109,240)
Total first mortgage loans, net	$	3,539,111

Current Expected Credit Losses

Current expected credit losses reflect the Company’s current estimate of potential credit losses related to loans held-for-investment included in the Company’s consolidated balance sheets. Refer to Note 2 — Summary of Significant Accounting Policies for further discussion of the Company’s current expected credit losses.

The following table presents the activity in the Company’s current expected credit losses related to loans held-for-investment by loan type for the year ended December 31, 2023 and 2022 (dollar amounts in thousands):

	First Mortgage Loans		Unfunded First Mortgage Loans (1)		Liquid Corporate Senior Loans		Unfunded or Unsettled Liquid Corporate Senior Loans (1)		Corporate Senior Loans		Unfunded Corporate Senior Loans (1)		Total
Current expected credit losses as of December 31, 2021	$	9,930	$	—	$	5,271	$	—	$	—	$	—	$	15,201
Provision for credit losses	10,422		1,890		15,924		377		797		66		29,476
Current expected credit losses as of December 31, 2022	20,352		1,890		21,195		377		797		66		44,677
Provision for (reversal of) credit losses	88,888		8,172		(1,457)		(374)		2,823		429		98,481
Current expected credit losses as of December 31, 2023	$	109,240	$	10,062	$	19,738	$	3	$	3,620	$	495	$	143,158

____________________________________

(1)Current expected losses for unfunded or unsettled loan commitments are included in accrued expenses and accounts payable on the accompanying consolidated balance sheets.

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Changes to current expected credit losses are recognized through net income on the Company’s consolidated statements of operations.

During the year ended December 31, 2023, the Company recorded a net increase of $98.5 million in the current expected credit loss reserve against the loans held-for-investment portfolio, bringing the total current expected credit loss reserve on funded and unfunded commitments to $143.2 million. During the year ended December 31, 2022, the Company recorded a net increase of $29.5 million in the current expected credit loss reserve against the loans held-for-investment portfolio, bringing the total current expected credit loss reserve on funded and unfunded commitments to $44.7 million. The current expected credit loss reserve reflects certain loans assessed for impairment as well as macroeconomic and current portfolio conditions.

As of December 31, 2023, the Company had two collateral dependent risk-rated 5 first mortgage loan investments on nonaccrual status: (i) a $134.2 million commercial first mortgage loan on an office building in Massachusetts primarily due to a decrease in rent collection, reduced leasing activity, and stabilization costs required; and (ii) a $129.2 million commercial first mortgage loan on an office building in Virginia primarily due to slower than anticipated leasing activity driven by COVID-accelerated office trends and decreased in-place occupancy. Future interest collections related to these loans will be recognized as interest income on a cash basis. During the year ended December 31, 2023, the Company collected all anticipated interest payments from the first mortgage loans noted above and as such, were considered current on interest payments as of December 31, 2023.

As of December 31, 2023, the Company’s asset-specific credit loss reserve totaled $72.4 million, which related to the Company’s impaired risk-rated 5 first mortgage loans and liquid corporate senior loans. As of December 31, 2022, the Company’s asset-specific credit loss reserve totaled $1.7 million, which related to the Company’s impaired risk-rated 5 liquid corporate senior loan. The asset-specific credit loss reserve is recorded based on the Company’s estimation of the fair value of each loan’s underlying collateral as of December 31, 2023.

Risk Ratings

As further described in Note 2 — Summary of Significant Accounting Policies, the Company evaluates its loans held-for-investment portfolio on a quarterly basis. Each quarter, the Company assesses the risk factors of each loan, and assigns a risk rating based on several factors. Factors considered in the assessment include, but are not limited to, loan and credit structure, current LTV ratio, debt yield, collateral performance, and the quality and condition of the sponsor, borrower, and guarantor(s). Loans are rated “1” (less risk) through “5” (greater risk), which ratings are defined in Note 2 — Summary of Significant Accounting Policies.

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The Company’s primary credit quality indicator is its risk ratings, which are further discussed above. The following table presents the net book value of the Company’s loans held-for-investment portfolio as of December 31, 2023 by year of origination, loan type, and risk rating (dollar amounts in thousands):

			Amortized Cost of Loans Held-For-Investment by Year of Origination (1)
			As of December 31, 2023
	Number of Loans		2023		2022		2021		2020		2019		Total
First mortgage loans by internal risk rating:
1	—		$	—	$	—	$	—	$	—	$	—	$	—
2	1		—		—		—		90,173		—		90,173
3	27		401,147		1,203,118		1,205,859		71,510		50,536		2,932,170
4	3		—		80,668		281,961		—		—		362,629
5	2		—		—		263,379		—		—		263,379
Total first mortgage loans	33		401,147		1,283,786		1,751,199		161,683		50,536		3,648,351
Liquid corporate senior loans by internal risk rating:
1	—		—		—		—		—		—		—
2	2		—		—		—		5,246		—		5,246
3	223		69,366		101,774		251,968		85,105		—		508,213
4	7		1,094		1,905		8,347		2,880		—		14,226
5	5	(2)	—		7,241		3,064		—		—		10,305
Total liquid corporate senior loans	237		70,460		110,920		263,379		93,231		—		537,990
Corporate senior loans by internal risk rating:
1	—		—		—		—		—		—		—
2	—		—		—		—		—		—		—
3	21		154,146		56,576		—		—		—		210,722
4	—		—		—		—		—		—		—
5	—		—		—		—		—		—		—
Total corporate senior loans	21		154,146		56,576		—		—		—		210,722
Less: Current expected credit losses													(132,598)
Total loans-held-for-investment and related receivables, net	291												$	4,264,465
Weighted Average Risk Rating (3)													3.2

____________________________________

(1)Date loan was originated or acquired by the Company. Origination dates are subsequently updated to reflect material loan modifications.

(2)As of December 31, 2023, five of the Company’s liquid corporate senior loan investments were on nonaccrual status with an aggregate carrying value of $10.3 million, which represented less than 2% of the carrying value of the Company’s liquid corporate senior loans portfolio.

(3)Weighted average risk rating calculated based on carrying value at period end.

NOTE 9 — DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

In the normal course of business, the Company uses certain types of derivative instruments for the purpose of managing or hedging its interest rate risk. During the year ended December 31, 2023, the Company’s remaining two interest rate cap agreements matured. As such, the Company did not have any non-designated interest rate cap agreements as of December 31, 2023. As of December 31, 2022, the Company had two non-designated interest rate cap agreements with an aggregate fair value of $5.0 million.

Additional disclosures related to the fair value of the Company’s derivative instruments are included in Note 3 — Fair Value Measurements. The notional amount under the derivative instruments is an indication of the extent of the Company’s involvement in each instrument, but does not represent exposure to credit, interest rate or market risks.

Accounting for changes in the fair value of a derivative instrument depends on the intended use and designation of the derivative instrument. The Company had interest rate caps during the year ended December 31, 2023, which were used to manage exposure to interest rate movements, but did not meet the requirements to be designated as a hedging instrument. The change in fair value of the derivative instruments that are not designated as hedges is recorded directly to earnings in other

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(expense) income, net on the accompanying consolidated statements of operations. Interest rate swaps are designated as cash flow hedges in order to hedge the variability of the anticipated cash flows on the Company’s variable rate debt. The change in fair value of the derivative instruments designated as hedges is recorded in other comprehensive (loss) income, with a portion of the amount subsequently reclassified to interest expense as interest payments are made on the Company’s variable rate debt. During the year ended December 31, 2022, two of the Company’s interest rate swap agreements matured and three interest rate swap agreements were terminated prior to their respective maturity dates. For the year ended December 31, 2023, no amounts were reclassified from other comprehensive (loss) income as a change to interest expense. For the year ended December 31, 2022, the amount of gain reclassified from other comprehensive (loss) income as a decrease to interest expense was $2.5 million. For the year ended December 31, 2021, the amount of loss reclassified from other comprehensive (loss) income as an increase to interest expense was $3.3 million. The total unrealized gain on interest rate swaps of $152,000 as of December 31, 2021 is included in accumulated other comprehensive (loss) income in the accompanying consolidated statements of stockholders’ equity. No such unrealized amounts on interest rate swaps were remaining in other comprehensive (loss) income as of December 31, 2023 and December 31, 2022. The Company includes cash flows from interest rate swap agreements in net cash flows provided by operating activities on its consolidated statements of cash flows, as the Company’s accounting policy is to present cash flows from hedging instruments in the same category in its consolidated statements of cash flows as the category for cash flows from the hedged items.

The Company had agreements with each of its derivative counterparties that contained provisions whereby if the Company defaulted on certain of its unsecured indebtedness, the Company could also be declared in default on its derivative obligations, resulting in an acceleration of payment. If the Company had breached any of these provisions, it could have been required to settle its obligations under the agreements at their aggregate termination value, inclusive of interest payments and accrued interest. In addition, the Company is exposed to credit risk in the event of non-performance by its derivative counterparties. The Company believes it mitigates its credit risk by entering into agreements with creditworthy counterparties. The Company records credit risk valuation adjustments on its derivative instruments based on the credit quality of the Company and the respective counterparty. There were no events of default related to the derivative instruments during the year ended December 31, 2023.

NOTE 10 — REPURCHASE FACILITIES, NOTES PAYABLE AND CREDIT FACILITIES

As of December 31, 2023, the Company had $3.9 billion of debt outstanding, including net deferred financing costs, with a weighted average years to maturity of 2.9 years and a weighted average interest rate of 6.4%. The weighted average years to maturity is computed using the scheduled repayment date as specified in each loan agreement where applicable. The weighted average interest rate is computed using the interest rate in effect until the scheduled repayment date.

The following table summarizes the debt balances as of December 31, 2023 and 2022, and the debt activity for the year ended December 31, 2023 (in thousands):

			During the Year Ended December 31, 2023
	Balance as of December 31, 2022		Debt Issuances & Assumptions (1)		Repayments & Modifications (2)			Amortization		Balance as of December 31, 2023
Notes payable – fixed rate debt	$	36,538	$	—	$	(36,538)		$	—	$	—
Notes payable – variable rate debt	465,517		204,593		(47,269)			—		622,841
First lien mortgage loan	121,940		—		(121,940)			—		—
ABS mortgage notes	763,035		—		(4,515)			—		758,520
Credit facilities	738,500		110,000		(358,000)			—		490,500
Repurchase facilities	2,318,381		231,272		(482,389)			—		2,067,264
Total debt	4,443,911		545,865		(1,050,651)			—		3,939,125
Deferred costs – credit facility (3)	(740)		—		679		(4)	61		—
Deferred costs – fixed rate debt and first lien mortgage loan	(1,109)		—		702		(4)	407		—
Deferred costs – variable rate debt	(5,261)		(710)		2,397		(4)	758		(2,816)
Deferred costs – ABS mortgage notes	(13,968)		(697)		—			2,079		(12,586)
Total debt, net	$	4,422,833	$	544,458	$	(1,046,873)		$	3,305	$	3,923,723

____________________________________

(1)Includes deferred financing costs incurred during the period.

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(2)In connection with the repayment of certain mortgage notes and the termination of the CMFT Credit Facility (defined below), the Company recognized a loss on extinguishment of debt of $7.8 million during the year ended December 31, 2023, which included approximately $1.0 million in prepayment penalties.

(3)Deferred costs related to the term portion of the CMFT Credit Facility.

(4)In connection with the repayment of certain mortgage notes and the termination of the CMFT Credit Facility, the Company wrote off $3.8 million of unamortized deferred loan costs.

For more information regarding the Company’s debt activity during the year ended December 31, 2022, see Notes tohttps://www.sec.gov/ix?doc=/Archives/edgar/data/1498547/000149854723000013/cmft-20221231.htmConsolidated Financial Statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Notes Payable

During the year ended December 31, 2023, the Company legally defeased a mortgage loan with an outstanding balance of $23.7 million, resulting in a $205,000 loss on extinguishment of debt in the Company’s consolidated statement of operations during the year ended December 31, 2023, and repaid the remaining $12.8 million of fixed rate debt outstanding, both in connection with the disposition of the underlying properties securing the fixed rate debt.

As of December 31, 2023, the Company had $622.8 million of variable rate debt outstanding, the borrowings of which are financed through note on note financing arrangements with Massachusetts Mutual Life Insurance Company (the “Mass Mutual Financing”), Citibank, N.A. (“Citibank” and such financing, the “Citibank Financing”), and Barclays (the “Barclays Financing”) to provide financing for the Company’s CRE mortgage loans (the “Note on Note Financing Arrangements”).

The following table is a summary of the Note on Note Financing Arrangements as of December 31, 2023 (dollar amounts in thousands):

Note on Note Financing Arrangement	Date of Agreement	Maturity Date	Remaining Extension Options(1)	Weighted Average Interest Rate	Loans Financed under Note on Note Financing		Amount Financed
Citibank	6/16/2023	8/9/2024	3/1 yr.	6.7%	$	98,149	$	73,612
Barclays	10/20/2023	8/9/2024	3/1 yr.	6.7%	171,281		128,460
Mass Mutual	3/16/2022	(2)	N/A	7.5%	533,739		420,769
Total					$	803,169	$	622,841

____________________________________

(1)Represents the number of extension options remaining and the term of each option.

(2)Borrowings under the Mass Mutual Financing mature on various dates from July 2027 through January 2028.

In addition, upon completing foreclosure proceedings to take control of the assets which previously secured the Company’s mezzanine loans in January 2021, the Company assumed $102.6 million in variable rate debt related to the underlying properties (the “Assumed Variable Rate Debt”), which the Company subsequently refinanced and paid down the original outstanding balance of the Assumed Variable Rate Debt during the year ended December 31, 2022. During the year ended December 31, 2023, the Company paid down the $43.1 million outstanding balance on the refinanced Assumed Variable Rate Debt and terminated the Assumed Variable Rate Debt.

First Lien Mortgage Loan

On July 15, 2021, JPMorgan Chase Bank, N.A., as administrative agent (“JPMorgan Chase”), and DBR Investments Co. Limited originated a $650.0 million first lien mortgage loan (the “Mortgage Loan”) to 114 single purpose entities, each of which is an affiliate of the Company and is managed on a day-to-day basis by affiliates of CIM. During the year ended December 31, 2023, the Company paid down the $121.9 million outstanding balance on the Mortgage Loan, $105.8 million of which was in connection with the sale of properties pursuant to the Realty Income Purchase and Sale Agreement. Refer to Note 4 — Real Estate Assets for additional information regarding the sale.

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

ABS Mortgage Notes

On July 28, 2021, the Company issued $774.0 million aggregate principal amount of asset backed securities (“ABS”) mortgage notes, Series 2021-1 (the “Class A Notes”) in six classes, as shown below:

Class of Notes	Initial Principal Balance		Note Rate	Anticipated Repayment Date	Rated Final Payment Date	Credit Rating(1)
A-1 (AAA)	$	146,400,000	2.09%	July 2028	July 2051	AAA (sf)
A-2 (AAA)	$	219,600,000	2.57%	July 2031	July 2051	AAA (sf)
A-3 (AA)	$	39,200,000	2.51%	July 2028	July 2051	AA (sf)
A-4 (AA)	$	58,800,000	3.04%	July 2031	July 2051	AA (sf)
A-5 (A)	$	124,000,000	2.91%	July 2028	July 2051	A (sf)
A-6 (A)	$	186,000,000	3.44%	July 2031	July 2051	A (sf)

____________________________________

(1)Reflects credit rating from Standard & Poor’s Financial Services LLC (“Standard & Poor’s”).

The collateral pool for the Class A Notes is comprised of 175 of the Company’s double- and triple-net leased single tenant properties, together with the related leases and certain other rights and interests. The aggregate balance of gross real estate assets, net of gross intangible lease liabilities, securing the Class A Notes was $1.0 billion. As of December 31, 2023, amounts outstanding on the Class A Notes totaled $758.5 million with a weighted average interest rate of 2.8%. The Company may prepay the Class A Notes in full on or after the payment date beginning in July 2026 for the Class A-1 (AAA) Notes, the Class A-3 (AA) Notes and the Class A-5 (A) Notes, and on or after the payment date in July 2028 for the Class A-2 (AAA) Notes, the Class A-4 (AA) Notes and the Class A-6 (A) Notes.

Credit Facilities

During the year ended December 31, 2023, CMFT CL Lending Sub AB, LLC (the “Borrower”), an indirect wholly owned subsidiary of the Company, entered into a revolving loan and security agreement (the “Loan and Security Agreement”) with each of the lenders from time to time party thereto (the “Lenders”), Ally Bank, as administrative agent and arranger (“Ally Bank”), U.S. Bank Trust Company, National Association, as the collateral custodian, and U.S. Bank National Association as the document custodian, which provides for borrowings in an aggregate principal amount up to $300.0 million (the “Loan Facility”), which may be increased during the revolving period (as defined below) to an aggregate principal amount up to $500.0 million as agreed to by the Borrower, any applicable Lender and Ally Bank.

Borrowings under the Loan and Security Agreement will bear interest equal to SOFR for the relevant interest period, plus an applicable rate. The applicable rate is 2.875% per annum (and an additional 2.00% per annum following an event of default under the Loan and Security Agreement). The revolving period began on February 10, 2023 and concludes on the day preceding the earlier to occur of (i) the scheduled revolving period end date of February 10, 2026, (ii) the date of the declaration of the revolving period end date upon the occurrence and continuation of an event of default, and (iii) the termination date. The termination date is the earlier to occur of (i) February 10, 2028 (two years after the revolving period end date) and (ii) the date of the declaration of the termination date or the date of the automatic occurrence of the termination date upon the occurrence and continuation of an event of default. As of December 31, 2023, the amounts borrowed and outstanding under the Loan Facility totaled $75.0 million at a weighted average interest rate of 8.2%.

The Company had a credit agreement with the lenders from time to time parties thereto, JPMorgan Chase, as administrative agent, letter of credit issuer and syndication agent, and PNC Bank, N.A., as syndication agent, that provided for borrowings in the initial amount of $300.0 million (the “CMFT Credit Facility”). The CMFT Credit Facility was set to mature on July 15, 2025. During the year ended December 31, 2023, the Company paid down the $240.0 million outstanding balance under the CMFT Credit Facility and terminated the CMFT Credit Facility.

CMFT Corporate Credit Securities, LLC, an indirect wholly-owned, bankruptcy-remote subsidiary of the Company, has a revolving credit and security agreement (the “Third Amended Credit and Security Agreement”) with the lenders from time to time parties thereto, Citibank, as administrative agent, CMFT Securities Investments, LLC, a wholly-owned subsidiary of the Company (“CMFT Securities”), as equityholder and as collateral manager, Citibank (acting through its Agency & Trust division), as both a collateral agent and as a collateral custodian, and Virtus Group, LP, as collateral administrator. The Third Amended Credit and Security Agreement provides for available borrowings under the revolving credit facility up to an aggregate principal amount of $550.0 million (the “Credit Securities Revolver”). The Credit Securities Revolver may be

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

increased from time to time pursuant to the Third Amended Credit and Security Agreement. As of December 31, 2023, the amounts borrowed and outstanding under the Credit Securities Revolver totaled $415.5 million at a weighted average interest rate of 7.3%.

Borrowings under the Third Amended Credit and Security Agreement will bear interest equal to the one-month Term SOFR (as defined in the Third Amended Credit and Security Agreement) for the relevant interest period, plus an applicable rate. The applicable rate is dependent on the type of loan being financed, which includes broadly syndicated, private and middle market loans meeting certain criteria as set forth in the Third Amended Credit and Security Agreement and ranges from 1.90% to 2.75% per annum during the first two years of the reinvestment period and 2.00% to 2.85% during the last year of the reinvestment period and 2.10% to 2.95% per annum during the amortization period (and, in each case, an additional 2.00% per annum following an event of default under the Third Amended Credit and Security Agreement). The reinvestment period began on December 31, 2019 and concludes on the earlier of (i) the date that is three years after June 23, 2022, the date the third amendment became effective, (ii) the final maturity date and (iii) the date on which the total assets under management of the Company and its wholly-owned subsidiaries is less than $1.25 billion (the “Reinvestment Period”). The final maturity date is the earliest to occur of: (i) the date that the Credit Securities Revolver is paid down and (ii) the second anniversary after the Reinvestment Period concludes. Borrowings under the Third Amended Credit and Security Agreement are secured by substantially all of the assets held by CMFT Corporate Credit Securities, LLC, which shall primarily consist of liquid corporate senior secured loans subject to certain eligibility criteria under the Third Amended Credit and Security Agreement.

The Company believes it was in compliance with the financial covenants under the Company’s various fixed and variable rate debt agreements, as of December 31, 2023, with the exception of the Credit Securities Revolver where the Company failed to meet the borrowing base covenant under the Third Amended Credit and Security Agreement at December 31, 2023. Non-compliance with the borrowing base covenant triggers an event of default, which was waived by Citibank for the year ended December 31, 2023 and such non-compliance was subsequently cured by the Company.

Repurchase Facilities

As of December 31, 2023, indirect wholly-owned subsidiaries of the Company (collectively, the “CMFT Lending Subs”), had Master Repurchase Agreements with Citibank, Barclays, Wells Fargo Bank, N.A. (“Wells Fargo”), Deutsche Bank AG (“Deutsche Bank”), and J.P. Morgan Securities LLC (“J.P. Morgan”) (collectively, the “Repurchase Agreements”) to provide financing primarily through each bank’s purchase of the Company’s CRE mortgage loans and CMBS and future funding advances (the “Repurchase Facilities”).

The following table is a summary of the Repurchase Facilities as of December 31, 2023 (dollar amounts in thousands):

Repurchase Facility	Date of Agreement	Maturity Date	Remaining Extension Options(1)	Maximum Facility Size			Weighted Average Interest Rate		Loans Financed under Repurchase Facility(2)		Amount Financed
Citibank	6/4/2020	8/17/2024	2/1 yr.	$	70,485		7.5%	(3)	$	195,694	$	63,265
Citibank	12/19/2023	12/19/2025	2/1 yr.	579,515			7.1%	(3)	323,873		242,136
Barclays	9/21/2020	9/22/2025	2/1 yr.	558,947			7.2%	(3)	861,295		488,759
Barclays	12/4/2023	12/4/2026	2/1 yr.	691,053			7.3%	(3)	300,163		215,309
Wells Fargo	5/20/2021	8/30/2025	2/1 yr.	750,000			7.0%	(3)	902,051		689,992
Deutsche Bank	10/8/2021	10/8/2024	3/1 yr.	300,000			7.7%	(3)	232,720		168,201
J.P. Morgan	6/1/2022	(4)	(4)	—		(4)	6.6%	(5)	347,635		199,602
Total				$	2,950,000				$	3,163,431	$	2,067,264

__________________________________

(1)Represents the number of extension options remaining and the term of each option.

(2)CRE mortgage loan balances financed under the Repurchase Facilities with Citibank, Barclays, Wells Fargo and Deutsche Bank reflect the aggregate outstanding principal balance while the CMBS balance financed under the J.P. Morgan Repurchase Facility (as defined below) reflects fair value.

(3)Advances under the Repurchase Agreements accrue interest at per annum rates based on Term SOFR (as such term is defined in the applicable Repurchase Agreement) or the daily compounded SOFR plus a spread ranging from 1.30% to 3.00% to be determined on a case-by-case basis between Citibank, Barclays, Wells Fargo, or Deutsche Bank and the CMFT Lending Subs.

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(4)Facilities under the repurchase facility with J.P. Morgan (“J.P. Morgan Repurchase Facility”) carry a rolling term which is reset monthly. Such facilities carry no maximum facility size.

(5)Under the Master Repurchase Agreement with J.P. Morgan, advances under the repurchase agreement may be made based on one-month Term SOFR plus a spread designated by J.P. Morgan, which as of December 31, 2023, ranges from 1.05% to 1.45%.

The Repurchase Agreements provide for agreements by each of Citibank, Barclays, Wells Fargo, Deutsche Bank and J.P. Morgan to re-sell such purchased CRE mortgage loans and CMBS back to CMFT Lending Subs at a certain future date or upon demand.

In connection with certain of the Repurchase Agreements, the Company (as the guarantor) entered into guaranties with Citibank, Barclays, Wells Fargo, and Deutsche Bank (the “Initial Guaranties”), under which the Company agreed to guarantee up to 25% of the CMFT Lending Subs’ obligations under certain Repurchase Agreements. In addition, in connection with certain of the Repurchase Agreements, the Company (as the “Initial Guarantor”) and certain of the CMFT Lending Subs (individually as a “Replacement Guarantor”, collectively as the “Replacement Guarantors” and together with the Initial Guarantor, the “Guarantors”) entered into or amended guaranties with Citibank, Barclays and Deutsche Bank during the year ended December 31, 2023 (the “2023 Guaranties”, and together with the Initial Guaranties, the “Guaranties”), on a joint and several basis until the satisfaction of certain conditions as set forth in the guaranties, at which point the Replacement Guarantor will become the sole guarantor under the guaranty (the “Guarantor Replacement Event”). Under the 2023 Guaranties, the Initial Guarantor and the Replacement Guarantors agreed to guarantee the respective CMFT Lending Subs’ obligations under the applicable Repurchase Agreements.

The Repurchase Agreements and the Guaranties contain representations, warranties, covenants, conditions precedent to funding, events of default and indemnities that are customary for agreements of these types. In addition, the Guaranties contain financial covenants that require the Company to maintain: (i) minimum liquidity of not less than the lower of (a) $50.0 million and (b) the greater of (A) $10.0 million and (B) 5% of the then-current Guarantors’ recourse indebtedness, as defined in the Guaranties; (ii) minimum consolidated net worth greater than or equal to $1.0 billion plus (a) prior to the Guarantor Replacement Event, as applicable, 75% of the equity issued by the Guarantors following the respective closing dates of the Repurchase Agreements (the “Repurchase Closing Dates”) or, from and after the Guarantor Replacement Event, as applicable, 75% of the equity issued by the Replacement Guarantor following the Guarantor Replacement Event, as applicable, minus (b) prior to the Guarantor Replacement Event, as applicable, the aggregate amount of any redemptions or similar transaction by the Guarantors from the Repurchase Closing Dates or, from and after the Guarantor Replacement Event, as applicable, the aggregate amount of any redemptions or similar transaction by the Replacement Guarantor following the Guarantor Replacement Event, as applicable; (iii) maximum leverage ratio of total indebtedness to total equity less than or equal to 80%; and (iv) minimum interest coverage ratio of EBITDA (as defined in the Guaranties) to interest expense equal to or greater than 1.40. The Company believes it was in compliance with the financial covenants under the Repurchase Agreements as of December 31, 2023.

Maturities

The following table summarizes the scheduled aggregate principal repayments for the Company’s outstanding debt subsequent to December 31, 2023 (in thousands):

Year Ending December 31,	Principal Repayments
2024	$	633,140
2025	1,420,887
2026	215,309
2027	790,429
2028	424,248
Thereafter	455,112
Total	$	3,939,125

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NOTE 11 — SUPPLEMENTAL CASH FLOW DISCLOSURES

Supplemental cash flow disclosures for the years ended December 31, 2023, 2022 and 2021 are as follows (in thousands):

	Year Ended December 31,
	2023		2022		2021
Supplemental Disclosures of Non-Cash Investing and Financing Activities:
Distributions declared and unpaid	$	16,047	$	14,828	$	13,252
Accrued capital expenditures	$	544	$	249	$	5,902
Construction reserve allocation	$	(190)	$	(4,299)	$	—
Real estate acquired via foreclosure	$	—	$	—	$	191,990
Foreclosure of assets securing the mezzanine loans	$	—	$	—	$	(79,968)
Mortgage notes payable assumed in connection with foreclosure of assets securing the mezzanine loans	$	—	$	—	$	102,553
Mortgage note payable assumed by buyer in connection with disposition of real estate assets	$	—	$	(356,477)	$	(31,801)
Equity security received in connection with disposition of real estate assets	$	—	$	(53,388)	$	—
Change in interest income capitalized to loans held-for-investment	$	—	$	—	$	(9,469)
Accrued deferred financing costs	$	132	$	247	$	12
Common stock issued through distribution reinvestment plan	$	42,879	$	38,912	$	25,784
Common stock issued in connection with mergers	$	—	$	—	$	538,703
Change in fair value of derivative instruments	$	—	$	2,252	$	5,907
Change in fair value of real estate-related securities	$	(32,617)	$	(51,304)	$	1,650
Conversion of preferred units to loans held-for-investment	$	—	$	68,242	$	—
Interest rate swaps assumed in mergers	$	—	$	—	$	(2,719)
Debt assumed in mergers	$	—	$	—	$	437,877
Real estate assets acquired in mergers	$	—	$	—	$	906,254
Assets assumed in mergers	$	—	$	—	$	69,058
Liabilities assumed in mergers	$	—	$	—	$	5,184
Non-controlling interest assumed in mergers	$	—	$	—	$	1,073
Supplemental Cash Flow Disclosures:
Interest paid	$	247,521	$	146,947	$	72,533
Cash paid for taxes	$	1,115	$	1,301	$	1,093

NOTE 12 — COMMITMENTS AND CONTINGENCIES

Litigation

In the ordinary course of business, the Company may become subject to litigation and claims. The Company is not aware of any material pending legal proceedings, other than ordinary routine litigation incidental to the Company’s business, to which the Company is a party or of which the Company’s properties are the subject.

Unfunded Commitments

As of December 31, 2023, the Company had $272.5 million of unfunded loan commitments related to its existing CRE loans held-for-investment, corporate senior loans, and liquid corporate senior loans, and $88.4 million of unfunded commitments related to NewPoint JV. These commitments are not reflected in the accompanying consolidated balance sheets. Current expected credit losses for unfunded or unsettled loan commitments are included in accrued expenses and accounts payable on the accompanying consolidated balance sheets.

As of December 31, 2023, the Company had $2.2 million of unsettled liquid corporate senior loan acquisitions, all of which settled subsequent to December 31, 2023. Additionally, the Company had $31.8 million of unsettled liquid corporate senior

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loan sales as of December 31, 2023, $30.7 million of which settled subsequent to December 31, 2023. Unsettled acquisitions are included in cash and cash equivalents in the accompanying consolidated balance sheets and unsettled sales are included in loans held-for-investment and related receivables, net in the accompanying consolidated balance sheets.

Environmental Matters

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. In addition, the Company may own or acquire certain properties that are subject to environmental remediation. Generally, the seller of the property, the tenant of the property and/or another third party is responsible for environmental remediation costs related to a property. Additionally, in connection with the purchase of certain properties, the respective sellers and/or tenants may agree to indemnify the Company against future remediation costs. The Company also carries environmental liability insurance on its properties that provides limited coverage for any remediation liability and/or pollution liability for third-party bodily injury and/or property damage claims for which the Company may be liable. The Company is not aware of any environmental matters which it believes are reasonably likely to have a material effect on its results of operations, financial condition or liquidity.

NOTE 13 — RELATED-PARTY TRANSACTIONS AND ARRANGEMENTS

The Company has incurred fees and expenses payable to CMFT Management and certain of its affiliates in connection with the acquisition, management and disposition of its assets. On March 24, 2023, the Company and CMFT Management entered into the second amended and restated management agreement (the “Management Agreement”), which amended and restated the amended and restated management agreement between the parties dated August 20, 2019.

Management, investment advisory fees and incentive compensation

The Company pays CMFT Management a management fee, payable quarterly in arrears, equal to the greater of (a) $250,000 per annum ($62,500 per quarter) and (b) 1.50% per annum (0.375% per quarter) of the Company’s Equity (as defined in the Management Agreement).

CMFT Securities has an investment advisory and management agreement dated December 6, 2019 (the “Investment Advisory and Management Agreement”) with the Investment Advisor. CMFT Securities was formed for the purpose of holding any securities investments and certain other investments made by the Company. The Investment Advisor, a wholly-owned subsidiary of CIM Group, is registered as an investment advisor under the Investment Advisers Act of 1940, as amended (the “Advisers Act”). Pursuant to the Investment Advisory and Management Agreement, the Investment Advisor manages the day-to-day business affairs of CMFT Securities and its investments in corporate credit and real estate-related securities (collectively, the “Managed Assets”), subject to the supervision of the Board. In connection with the services provided by the Investment Advisor, CMFT Securities pays the Investment Advisor an investment advisory fee (the “Investment Advisory Fee”), payable quarterly in arrears, equal to 1.50% per annum (0.375% per quarter) of CMFT Securities’ Equity (as defined in the Investment Advisory and Management Agreement). Because the Managed Assets are excluded from the calculation of management fees payable by the Company to CMFT Management pursuant to the Management Agreement, the total management and advisory fees payable by the Company to its external advisors are not increased as a result of the Investment Advisory and Management Agreement.

In addition, the Investment Advisor has a sub-advisory agreement dated December 6, 2019 (the “Sub-Advisory Agreement”) with OFS Capital Management, LLC (the “Sub-Advisor”) to act as an investment sub-advisor to CMFT Securities. The Sub-Advisor is registered as an investment adviser under the Advisers Act and is an affiliate of the Investment Advisor. The Sub-Advisor principally provides investment management services with respect to the corporate credit-related securities held by CMFT Securities and its subsidiaries. The Sub-Advisor may allocate a portion of these corporate credit-related securities to its other clients, including affiliates of CIM Group. On a quarterly basis, the Investment Advisor designates 50% of the sum of the Investment Advisory Fee and incentive compensation attributable to the assets for which the Sub-Advisor has provided investment management services payable to the Investment Advisor as sub-advisory fees.

CMFT Management is entitled to receive incentive compensation, payable with respect to each quarter, which is generally equal to the excess of (a) the product of (i) 20% and (ii) the excess of (A) Core Earnings (as defined in the Management Agreement) of the Company for the previous 12-month period, over (B) the product of (1) the Company’s Consolidated Equity (as defined in the Management Agreement) in the previous 12-month period, and (2) 7% per annum, over (b) the sum of any incentive compensation paid to CMFT Management with respect to the first three calendar quarters of such previous 12-month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). During the years ended December 31, 2023, 2022 and 2021, no incentive compensation fees were incurred.

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In addition, the Investment Advisor is eligible to receive a portion of the incentive compensation payable to CMFT Management pursuant to the Management Agreement. In the event that the incentive compensation is earned and payable with respect to any quarter, CMFT Management calculates the portion of the incentive compensation that was attributable to the Managed Assets and payable to the Investment Advisor.

The Company’s subsidiary, CLR, entered into a separate management agreement (“CLR Management Agreement”) with CMFT Management on February 29, 2024 (“CLR Effective Date”) for the day to day management of CLR and its non-securities assets, pursuant to which CLR will pay CMFT Management a base management fee, payable in arrears, equal to 1.25% of CLR’s net asset value per share (or 0.90% of its net asset value per share for its founder share classes), plus a performance fee that is, subject to certain adjustment in the calculation for the measurement periods applicable to core earnings during the first four calendar quarters, generally equal to the excess of (A) the product of (I) 10% and (II) the excess of (y) CLR’s core earnings for the previous 12-month period, over (z) the product of (i) CLR’s average adjusted capital, and (ii) a hurdle rate of 6.5% (7.25% for its founder share classes, each considered on an annualized basis, over (B) the sum of any performance fee paid to CMFT Management or the Investment Advisor with respect to the first three calendar quarters of such previous 12-month period (or such lesser number of completed calendar quarters preceding the applicable period, if applicable). No performance fee shall be payable by CLR to CMFT Management or the Investment Advisor with respect to any calendar quarter unless CLR’s core earnings for the 12 most recently completed calendar months (or such lesser number of completed calendar quarters following the CLR Effective Date) in the aggregate is greater than zero. Once CLR’s core earnings exceed the hurdle rate, CMFT Management is entitled to a “catch-up” fee equal to the amount of core earnings in excess of the hurdle rate, until CLR’s core earnings for the applicable period equal 7.224% (8.0576% for CLR’s founder share classes, each considered on an annualized basis of CLR’s average adjusted capital. Thereafter, CMFT Management is entitled to receive 10% of CLR’s core earnings.

CLR Securities Investments, LLC (“CLR Securities”), a wholly owned subsidiary of CLR, has an investment advisory and management agreement dated February 29, 2024 (the “CLR Investment Advisory and Management Agreement”) with the Investment Advisor pursuant to which the Investment Advisor manages the day-to-day business affairs of CLR Securities and its investments in real estate-related securities (collectively, the “CLR Managed Assets”), subject to the supervision of the CLR board of trustees. In connection with the services provided by the Investment Advisor, CLR Securities pays the Investment Advisor an investment advisory fee (the “CLR Investment Advisory Fee”), payable quarterly in arrears, equal to the proportion of the base management fee and performance fee calculated pursuant to the CLR Management Agreement that is attributable to the CLR Managed Assets. Because the CLR Managed Assets are excluded from the calculation of management fees payable by CLR to CMFT Management pursuant to the Management Agreement, the total management and advisory fees payable by CLR to its external advisors are not increased as a result of the CLR Investment Advisory and Management Agreement.

The CLR Management Agreement and CLR Investment Advisory and Management Agreement (together, the “CLR Advisory Agreements”) each have an initial three-year term and shall be deemed renewed automatically each year thereafter for an additional one-year period unless CLR provides 180 days’ written notice of termination of a CLR Advisory Agreement after the affirmative vote of CLR’s independent trustees. If either CLR Advisory Agreement is terminated without cause, CMFT Management and/or the Investment Advisor, as applicable, shall receive a termination fee pursuant to the terminated CLR Advisory Agreement equal to three times the sum of (a) the average annual management fee and (b) the average annual incentive compensation incurred under the terminated CLR Advisory Agreement during the 24-month period prior to the termination.

The Company and CMFT Management have entered into an agreement whereby, (i) for so long as CMFT Management is the external manager of the Company and an affiliate of CIM Group, the Company’s management fee payable to CMFT Management will be reduced by the Company’s proportional share, based on its ownership of CLR, of the base management fee and performance fee payable to CMFT Management by CLR, and (ii) if the Management Agreement and either or both of the CLR Advisory Agreements are simultaneously terminated without cause, the termination fee payable by the Company to the CMFT Manager or the Investment Advisor, as applicable, under the applicable CLR Advisory Agreement shall be reduced by the Company’s proportional share, based on its ownership of CLR, of the termination fee payable to CMFT Management or the Investment Advisor, by CLR under the applicable CLR Advisory Agreement, such that, in each case, the Company will not pay more fees than would otherwise be payable under its Management Agreement or Investment Advisory and Management Agreement, as applicable.

The Investment Advisor has engaged the Sub-Advisor to act as an investment sub-advisor with respect to the assets held by CLR Securities. The Sub-Advisor principally provides investment management services with respect to the real estate related securities held by CLR Securities and its subsidiaries. On a quarterly basis, the Investment Advisor designates 50% of the sum of the CLR Investment Advisory Fee and incentive compensation attributable to the assets for which the Sub-Advisor has

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provided investment management services payable to the Investment Advisor as sub-advisory fees. The Sub-Advisory Agreement may be terminated by either party with 30 days’ advance written notice to the other party.

No management fees or performance fees have been paid by CLR to CMFT Management or the Investment Advisor.

Expense reimbursements to related parties

The Company reimburses CMFT Management, the Investment Advisor or their affiliates for certain expenses paid or incurred in connection with the services provided to the Company. The Company will reimburse CMFT Management, the Investment Advisor, or their affiliates for salaries and benefits paid to personnel who provide services to the Company, excluding the Company’s executive officers (other than the chief financial officer) and any portfolio management, acquisitions or investment professionals.

The Company recorded fees and expense reimbursements as shown in the table below for services provided by CMFT Management or its affiliates related to the services described above during the periods indicated (in thousands):

	Year Ended December 31,
	2023		2022		2021
Management fees	$	50,975	$	52,564	$	47,020
Expense reimbursements to related parties (1)	$	13,285	$	16,567	$	11,624

____________________________________

(1)Excludes $1.1 million of expense reimbursements recorded during the year ended December 31, 2022 attributable to earnout leasing costs under the RTL Purchase and Sale Agreement, which are included in gain on disposition of real estate and condominium developments, net in the consolidated statements of operations.

Due to Affiliates

Of the amounts shown above, $13.9 million and $16.1 million had been incurred, but not yet paid, for services provided by CMFT Management or its affiliates in connection with the management and operating activities during the years ended December 31, 2023 and 2022, respectively, and such amounts were recorded as liabilities of the Company as of such dates.

Development Management Agreements

On January 7, 2021, the Company completed foreclosure proceedings to take control of the assets which previously secured its mezzanine loans, including 75 condominium units and 21 rental units across four buildings in New York. Upon foreclosure, and with the approval of the Board’s former valuation, compensation and affiliate transactions committee, CIM NY Management, LLC, an affiliate of the Company’s manager, CMFT Management, entered into a Development Management Agreement with the indirect wholly owned subsidiaries of the Company that own each of the four buildings (the “Building Owners”), wherein CIM NY Management, LLC will act as project manager in overseeing the development and construction of property improvements in accordance with each respective Development Management Agreement (the “Development Services”). In consideration for the Development Services, CIM NY Management, LLC will receive a development management fee from the Building Owners equal to 4% of the aggregate gross project costs expended during the term of the Development Management Agreement, subject to the conditions in each respective Development Management Agreement. During the years ended December 31, 2023 and 2022, the Company recorded $380,000 and $486,000, respectively, in development management fees. Additionally, CIM NY Management, LLC is reimbursed by the Building Owners for expenses incurred in connection with the Development Services, including services provided that are incidental to but not part of the Development Services. The Development Management Agreement shall remain in effect until the project completion date, and is terminable by either party with fifteen days prior notice to the other party, with or without cause.

Investments with Affiliates of the Manager

In September 2021, the Company co-invested $68.4 million in preferred units and $138.8 million in a first mortgage loan to a third-party for the purchase of a multi-family, office and retail building in Fort Lauderdale, Florida with CIM Real Assets & Credit Fund, a fund that is advised by affiliates of CMFT Management (“CIM RACR”). The Company redeemed its investment in the preferred units during the year ended December 31, 2022 in exchange for an investment in a first mortgage loan. As of December 31, 2023, $199.9 million of the first mortgage loan was outstanding.

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In October 2021, the Company invested in a $130.0 million first mortgage loan, with an initial advance of $119.0 million, to a third-party, the proceeds of which were used to finance the acquisition of a property from a fund that is advised by an affiliate of CMFT Management. As of December 31, 2023, $123.0 million of the first mortgage loan was outstanding.

In November 2021, the Company entered into the Unconsolidated Joint Venture (the “MT-FT JV”) with CMMT Holdings, LLC, a fund that is advised by an affiliate of CMFT Management (“CMMT”), for the purposes of investing in the NewPoint JV. As of December 31, 2023, the Company owned 50% of the equity interests of the MT-FT JV and has committed to fund capital to the MT-FT JV up to $212.5 million, of which $124.1 million has been funded, net of $55.8 million returned to the Company that can be called back by NewPoint JV through NP JV Holdings as a capital call on a future date. For more information on the NewPoint JV, see Note 2 — Summary of Significant Accounting Policies and Note 6 — Investment in Unconsolidated Entities.

In December 2021, the Company invested in a $155.0 million first mortgage loan, with an initial advance of $154.0 million, to a third party, the proceeds of which were used to finance the acquisition of a property from a fund that is advised by an affiliate of CMFT Management. As of December 31, 2023, $154.0 million of the first mortgage loan was outstanding.

In April 2022, the Company invested in a $147.0 million first mortgage loan, with an initial advance of $143.0 million, to a third-party, which was previously funded by a fund that is advised by an affiliate of CMFT Management. As of December 31, 2023, $145.5 million of the first mortgage loan was outstanding.

During the year ended December 31, 2022, the Company and CIM RACR co-invested $75.9 million and $14.7 million, respectively, in five corporate senior loans to a third party. During the year ended December 31, 2023, the Company and CIM RACR co-invested $105.8 million and $16.4 million, respectively, in nine corporate senior loans to a third party. As of December 31, 2023, $162.1 million of the corporate senior loans was outstanding. The Sub-Advisor provided investment management services related to these corporate senior loans pursuant to the Sub-Advisory Agreement.

NOTE 14 — ECONOMIC DEPENDENCY

Under various agreements, the Company has engaged and may in the future engage CMFT Management or its affiliates to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services and stockholder relations. As a result of these relationships, the Company is dependent upon CMFT Management or its affiliates. In the event that these companies are unable to provide the Company with these services, the Company would be required to find alternative providers of these services.

NOTE 15 — STOCKHOLDERS’ EQUITY

As of December 31, 2023, 2022 and 2021, the Company was authorized to issue $600.0 million of shares of common stock under the Secondary DRIP Offering. All shares of such stock have a par value of $0.01 per share. The par value of stockholder proceeds raised from the DRIP Offerings is classified as common stock, with the remainder allocated to capital in excess of par value.

On August 11, 2010, the Company sold 20,000 shares of common stock, at $10.00 per share, to Cole Holdings Corporation (“CHC”). On April 5, 2013, the ownership of such shares was transferred to CREInvestments, LLC, an affiliate of CMFT Management. On February 7, 2014, the ownership of such shares was transferred to VEREIT Operating Partnership, L.P. (“VEREIT OP”), a former affiliated entity of the Company’s sponsor. On February 1, 2018, the ownership of such shares was transferred by VEREIT OP to CMFT Management.

On December 16, 2021, in connection with the consummation of the CIM Income NAV Merger, the Company issued 74.8 million shares of common stock for consideration of $7.20 per share.

Distribution Reinvestment Plan

Pursuant to the DRIP, the Company allows stockholders to elect to have their distributions reinvested in additional shares of the Company’s common stock at the most recent estimated per share NAV as determined by the Board. The Board may terminate or amend the Secondary DRIP Offering at the Company’s discretion at any time upon ten days’ prior written notice to the stockholders. During the years ended December 31, 2023, 2022 and 2021, approximately 6.5 million, 5.4 million and 3.6 million shares were purchased under the DRIP Offerings for approximately $42.9 million, $38.9 million and $25.8 million, respectively, which were recorded as redeemable common stock on the consolidated balance sheets.

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Share Redemption Program

The Company’s share redemption program permits its stockholders to sell their shares back to the Company after they have held them for at least one year, subject to the significant conditions and limitations described below.

The share redemption program provides that the Company will redeem shares of its common stock from requesting stockholders, subject to the terms and conditions of the share redemption program. The Company will limit the number of shares redeemed pursuant to the share redemption program as follows: (1) the Company will not redeem in excess of 5% of the weighted average number of shares outstanding during the trailing 12 months prior to the end of the fiscal quarter for which the redemptions are being paid; and (2) funding for the redemption of shares will be limited, among other things, to the net proceeds the Company receives from the sale of shares under the DRIP Offering, net of shares redeemed to date. In an effort to accommodate redemption requests throughout the calendar year, the Company intends to limit quarterly redemptions to approximately 1.25% of the weighted average number of shares outstanding during the trailing 12-month period ending on the last day of the fiscal quarter for which the redemptions are being paid, and to the net proceeds the Company receives from the sale of shares in the respective quarter under the Secondary DRIP Offering. Any of the foregoing limits might prevent the Company from accommodating all redemption requests made in any fiscal quarter or in any 12-month period. The Company will determine whether it has sufficient funds and/or shares available as soon as practicable after the end of each fiscal quarter, but in any event prior to the applicable payment date.

Upon receipt of a request for redemption, the Company may conduct a Uniform Commercial Code search to ensure that no liens are held against the shares. If the Company cannot purchase all shares presented for redemption in any fiscal quarter, based upon insufficient cash available from the sale of shares under the DRIP and/or the limit on the number of shares the Company may redeem during any quarter or year, the Company will give priority to the redemption of deceased stockholders’ shares and stockholders with exigent circumstances, as determined in the Company’s sole discretion and accompanied by such evidentiary documentation as the Company may request. While the shares of deceased stockholders and stockholders determined to have exigent circumstances will be included in calculating the maximum number of shares that may be redeemed in any annual or quarterly period, they will not be subject to the annual or quarterly percentage caps; therefore, if the volume of requests to redeem deceased stockholders’ shares in a particular quarter were large enough to cause the annual or quarterly percentage caps to be exceeded, even if no other redemption requests were processed, the redemptions of deceased stockholders’ shares would be completed in full, assuming sufficient proceeds from the sale of shares under the DRIP, net of shares redeemed to date, were available. If sufficient proceeds from the sale of shares under the DRIP, net of shares redeemed to date, were not available to pay all such redemptions in full, the requests to redeem deceased stockholders’ shares and, effective as of April 1, 2023, shareholders deemed to have exigent circumstances would be honored on a pro rata basis. The Company next will give priority to requests for full redemption of accounts with a balance of 250 shares or less at the time the Company receives the request, in order to reduce the expense of maintaining small accounts. Thereafter, the Company will honor the remaining quarterly redemption requests on a pro rata basis. Following such quarterly redemption period, if a stockholder would like to resubmit the unsatisfied portion of the prior request for redemption, such stockholder must submit a new request for redemption of such shares prior to the last day of the new quarter. Unfulfilled requests for redemption will not be carried over automatically to subsequent redemption periods. In addition, the Company reserves the right, in its sole discretion at any time, and from time to time, to reject any request for redemption for any reason.

The Company redeems shares no later than the end of the month following the end of each fiscal quarter. Requests for redemption must be received on or prior to the end of the fiscal quarter in order for the Company to repurchase the shares in the month following the end of that fiscal quarter. The Board may choose to amend the terms of, suspend or terminate the share redemption program at any time in its sole discretion if it believes that such action is in the best interest of the Company and its stockholders. Any material modifications or suspension of the share redemption program will be disclosed to the Company’s stockholders as promptly as practicable in the Company’s reports filed with the SEC and via the Company’s website. In connection with the CCIT III and CCPT V Mergers, the Board approved the suspension of the Company’s share redemption program on August 30, 2020, and, therefore, no shares were redeemed from the Company’s stockholders after that date until the share redemption program was reinstated, effective April 1, 2021, by the Board on March 25, 2021. During the years ended December 31, 2023, 2022 and 2021, the Company redeemed approximately 6.8 million, 5.5 million and 3.1 million shares, respectively, under the share redemption program for $44.4 million, $39.4 million and $22.0 million, respectively. During the year ended December 31, 2023, redemption requests relating to approximately 103.3 million shares went unfulfilled.

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Distributions Payable and Distribution Policy

The Board authorized the following monthly distribution amounts per share, payable to stockholders as of the record date for the applicable month, for the periods indicated below:

Period Commencing	Period Ending	Monthly Distribution Amount
August 2020	December 2021	$0.0303
January 2022	September 2022	$0.0305
October 2022	December 2022	$0.0339
January 2023	September 2023	$0.0350
October 2023	December 2023	$0.0367
January 2024	June 2024	$0.0375

As of December 31, 2023, the Company had distributions payable of $16.0 million.

Equity-Based Compensation

On August 10, 2018, the Board approved the adoption of the Company’s 2018 Equity Incentive Plan (the “2018 Plan”), under which 400,000 of the Company’s shares of common stock were reserved for issuance. On April 27, 2022, the Board and the compensation committee of the Board approved the Amended and Restated CIM Real Estate Finance Trust, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) and the 2022 Plan was approved by the Company’s stockholders at the Company’s 2022 Annual Meeting of Stockholders held on July 12, 2022. The 2022 Plan superseded and replaced the 2018 Plan. Awards that are granted on or after the effective date of the 2022 Plan are subject to the terms and provisions of the 2022 Plan. The total number of shares of Company common stock reserved and available for issuance under the 2022 Plan at any time during the term of the 2022 Plan are 250,000 shares, which is a reduction from 400,000 shares authorized for issuance under the 2018 Plan, and awards of approximately 110,000 shares of common stock are available for future grant at December 31, 2023. Under the 2022 Plan, the Board or the compensation committee of the Board has the authority to grant certain awards to employees, non-employee directors, and consultants or advisors of the Company, including stock option awards, restricted stock awards or deferred stock awards, which awards will further align such persons’ interests with the interests of the Company’s stockholders. The Board or the compensation committee of the Board also has the authority to determine the terms of any award granted pursuant to the 2022 Plan, including vesting schedules, restrictions and acceleration of any restrictions. The 2022 Plan may be amended or terminated by the Board or the compensation committee of the Board at any time, subject to the right of the Company’s stockholders to approve certain amendments. Subsequent to December 31, 2023, the Compensation Committee of the Board approved and adopted the CIM Real Estate Finance Trust, Inc. 2024 Manager Equity Incentive Plan (the “Manager Plan”), which provides for the grant of non-qualified stock options, restricted stock awards, restricted stock unit awards, and stock appreciation right awards, and dividend equivalents, to eligible named executive officers (as defined in Item 402 of Regulation S-K) of the Company or to CMFT Management, which in turn will transfer such incentives to employees, advisors, or consultants of CMFT Management and its affiliates who provide services to CMFT Management or its affiliates in support of the Company and its subsidiaries. The maximum number of shares of common stock of the Company that may be subject to awards granted under the Manager Plan is 12,000,000 shares. The Manager Plan will expire on January 9, 2034, unless terminated earlier by the Board of Directors or the Compensation Committee.

As of December 31, 2023, the Company has granted awards of approximately 116,000 restricted shares in the aggregate to the independent members of the Board under the 2018 Plan and approximately 140,000 restricted shares in the aggregate to the independent members of the Board under the 2022 Plan. As of December 31, 2023, the 116,000 restricted shares granted under the 2018 plan had vested based on one year of continuous service. In addition, as of December 31, 2023, 67,000 restricted shares granted under the 2022 Plan vested based on one year of continuous service. The remaining 73,000 restricted shares issued had not vested or had been forfeited as of December 31, 2023. The fair value of the Company’s share awards is determined using the Company’s per share NAV on the date of grant. Compensation expense related to the restricted shares is recognized over the vesting period. The Company recorded compensation expense of $480,000 and $397,000 for the years ended December 31, 2023 and 2022, respectively, related to the restricted shares which is included in general and administrative expenses in the accompanying consolidated statements of operations. As of December 31, 2023, there was $360,000 of total unrecognized compensation expense related to these restricted shares, which will be recognized ratably over the remaining period of service prior to October 2024.

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 16 — INCOME TAXES

For federal income tax purposes, distributions to stockholders are characterized as ordinary dividends, capital gain distributions, or nondividend distributions. Nondividend distributions will reduce U.S stockholders’ basis (but not below zero) in their shares.

The following table shows the character of the distributions the Company paid on a percentage basis for the years ended December 31, 2023, 2022 and 2021:

	Year Ended December 31,
Character of Distributions:	2023		2022		2021
Ordinary dividends	97	%	90	%	22	%
Nondividend distributions	3	%	10	%	36	%
Capital gain distributions	—	%	—	%	42	%
Total	100	%	100	%	100	%

During the years ended December 31, 2023, 2022 and 2021, the Company incurred state and local income and franchise taxes of $1.1 million, $1.3 million, and $1.1 million, respectively, which were recorded in general and administrative expenses in the consolidated statements of operations.

The Company had no unrecognized tax benefits as of or during the years ended December 31, 2023 and 2022. Any interest and penalties related to unrecognized tax benefits would be recognized within the provision for income taxes in the accompanying consolidated statements of operations. The Company files income tax returns in the U.S. federal jurisdiction, as well as various state jurisdictions, and is subject to routine examinations by the respective tax authorities.

NOTE 17 — LEASES

The Company’s real estate assets are leased to tenants under operating leases for which the terms, expirations and extension options vary. The Company’s operating leases do not convey to the lessee the right to purchase the underlying asset upon expiration of the lease period. To determine whether a contract contains a lease, the Company reviews contracts to determine if the agreement conveys the right to control the use of an asset. The Company accounts for lease and non-lease components as a single, combined operating lease component. Non-lease components primarily consist of maintenance services, including CAM, real estate taxes, insurance and utilities paid for by the lessor but consumed by the lessee. Non-lease components are considered to be variable rental and other property income and are recognized in the period incurred.

As of December 31, 2023, the Company’s leases had a weighted-average remaining term of 10.7 years. Certain leases include provisions to extend the lease agreements, options for early termination after paying a specified penalty, rights of first refusal to purchase the property at competitive market rates, and other negotiated terms and conditions. The Company retains substantially all of the risks and benefits of ownership of the real estate assets leased to tenants. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

As of December 31, 2023, the future minimum rental income from the Company’s real estate assets under non-cancelable operating leases, assuming no exercise of renewal options for the succeeding five fiscal years and thereafter, was as follows (in thousands):

Year Ending December 31,	Future Minimum Rental Income
2024	$	86,900
2025	86,565
2026	83,751
2027	82,688
2028	78,865
Thereafter	557,657
Total	$	976,426

A certain amount of the Company’s rental and other property income is from tenants with leases which are subject to contingent rent provisions. These contingent rents are subject to the tenant achieving periodic revenues in excess of specified

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

levels. For the years ended December 31, 2023, 2022 and 2021, the amount of the contingent rent earned by the Company was not significant.

Rental and other property income during the years ended December 31, 2023, 2022 and 2021 consisted of the following (in thousands):

	Year Ended December 31,
	2023		2022		2021
Fixed rental and other property income (1)	$	106,755	$	192,982	$	252,422
Variable rental and other property income (2)	8,624		20,407		42,742
Total rental and other property income	$	115,379	$	213,389	$	295,164

__________________________________

(1)Consists primarily of fixed contractual payments from operating leases with tenants recognized on a straight-line basis over the lease term, including amortization of acquired above- and below-market leases, and is net of uncollectible lease-related receivables.

(2)Consists primarily of tenant reimbursements for recoverable real estate taxes and property operating expenses, and percentage rent.

The Company has one property subject to a non-cancelable operating ground lease with a remaining term of 9.7 years, with a lease liability (in deferred rental income and other liabilities) and a related right-of-use (“ROU”) asset (in prepaid expenses, derivative assets and other assets) of $2.0 million in the consolidated balance sheets. The lease liability and ROU asset were initially measured at the present value of the future minimum lease payments using a discount rate of 4.3%. This reflects the Company’s incremental borrowing rate, which was calculated based on the interest rate the Company would incur to borrow on a fully collateralized basis over a term similar to the lease.

The Company recognized $250,000 of ground lease expense during the year ended December 31, 2023, of which $242,000 was paid in cash during the period it was recognized. As of December 31, 2023, the Company’s scheduled future minimum rental payments related to its operating ground lease is approximately $250,000 annually for 2024 through 2028, and $1.2 million thereafter through the maturity date of the lease in August 2033.

NOTE 18 — SEGMENT REPORTING

As of December 31, 2023, the Company determined that it has two reportable segments: Credit and Real Estate. Corporate/other represents all corporate level and unallocated items and includes the Company’s other asset management activities and expenses.

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following tables present segment reporting for the years ended December 31, 2023, 2022 and 2021 (in thousands):

	Year Ended December 31, 2023
	Real Estate		Credit		Corporate/Other (1)		Company Total
Revenues:
Rental and other property income	$	115,056	$	—	$	323	$	115,379
Interest income	—		453,480		—		453,480
Total revenues	115,056		453,480		323		568,859
Expenses:
General and administrative	709		3,952		12,911		17,572
Interest expense, net	22,884		233,615		4,269		260,768
Property operating	5,203		—		8,147		13,350
Real estate tax	3,430		—		1,408		4,838
Expense reimbursements to related parties	—		—		13,285		13,285
Management fees	10,702		40,273		—		50,975
Transaction-related	10		212		3,431		3,653
Depreciation and amortization	42,532		—		—		42,532
Real estate impairment	20,404		—		14,675		35,079
Increase in provision for credit losses	—		134,289		—		134,289
Total expenses	105,874		412,341		58,126		576,341
Other income (expense)
Gain on disposition of real estate and condominium developments, net	49,731		—		3,610		53,341
Gain on investment in unconsolidated entities	—		11,723		—		11,723
Unrealized gain on equity security	—		4,751		—		4,751
Other (expense) income, net	(4,380)		(31,984)		9,905		(26,459)
Loss on extinguishment of debt	(1,192)		(2,164)		(4,432)		(7,788)
Total other income (expense)	44,159		(17,674)		9,083		35,568
Segment net income (loss)	53,341		23,465		(48,720)		28,086
Segment net income attributable to non-controlling interest	8		—		—		8
Segment net income (loss) attributable to the Company	$	53,333	$	23,465	$	(48,720)	$	28,078
Total assets as of December 31, 2023	$	1,156,761	$	5,091,365	$	198,350	$	6,446,476

__________________________________

(1)Includes condominium and rental units acquired via foreclosure during the year ended December 31, 2021.

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Year Ended December 31, 2022
	Real Estate		Credit		Corporate/Other (1) (2)		Company Total
Revenues:
Rental and other property income	$	213,001	$	—	$	388	$	213,389
Interest income	—		238,757		—		238,757
Total revenues	213,001		238,757		388		452,146
Expenses:
General and administrative	553		807		14,004		15,364
Interest expense, net	41,295		110,303		13,612		165,210
Property operating	14,609		—		6,181		20,790
Real estate tax	10,923		—		1,689		12,612
Expense reimbursements to related parties	—		—		16,567		16,567
Management fees	21,526		31,038		—		52,564
Transaction-related	511		—		23		534
Depreciation and amortization	70,606		—		—		70,606
Real estate impairment	16,184		—		16,137		32,321
Increase in provision for credit losses	—		29,476		—		29,476
Total expenses	176,207		171,624		68,213		416,044
Other income (expense):
Gain on disposition of real estate and condominium developments, net	117,763		—		4,139		121,902
Gain on investment in unconsolidated entities	—		6,780		5,172		11,952
Unrealized (loss) gain on equity security	—		(15,139)		22		(15,117)
Other income, net	5,012		3,395		264		8,671
Loss on extinguishment of debt	(18,646)		—		(998)		(19,644)
Total other income (expense)	104,129		(4,964)		8,599		107,764
Segment net income (loss)	140,923		62,169		(59,226)		143,866
Segment net income attributable to non-controlling interest	66		—		—		66
Segment net income (loss) attributable to the Company	$	140,857	$	62,169	$	(59,226)	$	143,800
Total assets as of December 31, 2022	$	2,118,513	$	4,794,593	$	218,948	$	7,132,054

__________________________________

(1)Includes condominium and rental units acquired via foreclosure during the year ended December 31, 2021.

(2)Includes the Company’s investment in CIM UII Onshore.

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

	Year Ended December 31, 2021
	Real Estate		Credit		Corporate/Other (1) (2)		Company Total
Revenues:
Rental and other property income	$	294,729	$	—	$	435	$	295,164
Interest income	—		70,561		—		70,561
Total revenues	294,729		70,561		435		365,725
Expenses:
General and administrative	317		1,268		13,493		15,078
Interest expense, net	38,553		19,902		25,594		84,049
Property operating	32,033		—		15,526		47,559
Real estate tax	29,109		—		5,834		34,943
Expense reimbursements to related parties	—		—		11,624		11,624
Management fees	33,248		13,772		—		47,020
Transaction-related	126		—		189		315
Depreciation and amortization	95,190		—		—		95,190
Real estate impairment	5,993		—		12,085		18,078
Increase in provision for credit losses	—		2,881		—		2,881
Total expenses	234,569		37,823		84,345		356,737
Other income (expense):
Gain on disposition of real estate and condominium developments, net	77,178		—		5,867		83,045
Merger-related expenses, net	—		—		(1,404)		(1,404)
Gain on investment in unconsolidated entities	—		—		606		606
Other income (expense), net	1,531		(1,376)		(5)		150
Loss on extinguishment of debt	(1,628)		—		(3,267)		(4,895)
Total other income (expense)	77,081		(1,376)		1,797		77,502
Segment net income (loss)	137,241		31,362		(82,113)		86,490
Segment net income (loss) attributable to the Company	$	137,241	$	31,362	$	(82,113)	$	86,490
Total assets as of December 31, 2021	$	3,821,085	$	2,859,017	$	282,674	$	6,962,776

__________________________________

(1)Includes condominium and rental units acquired via foreclosure during the year ended December 31, 2021.

(2)Includes the Company’s investment in CIM UII Onshore.

NOTE 19 — SUBSEQUENT EVENTS

In addition to subsequent events previously disclosed, the following events also occurred subsequent to December 31, 2023.

Redemptions of Shares of Common Stock

Subsequent to December 31, 2023, the Company redeemed approximately 1.7 million shares for $11.0 million (at an average redemption price of $6.31 per share). The remaining redemption requests received during the three months ended December 31, 2023 totaling approximately 27.6 million shares went unfulfilled.

Estimated Per Share NAV

On February 29, 2024, the Board established an updated estimated per share NAV of the Company’s common stock as of January 31, 2024, of $6.09 per share. Commencing on March 1, 2024, distributions will be reinvested in shares of the Company’s common stock under the DRIP at a price of $6.09 per share and $6.09 serves as the most recent estimated per share NAV for purposes of the share redemption program.

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CIM REAL ESTATE FINANCE TRUST, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Departure of Directors

On February 29, 2024, Alicia K. Harrison, Calvin E. Hollis, Avraham Shemesh, Roger D. Snell and Emily Vande Krol (each a “Resigning Director” and collectively, the “Resigning Directors”), of whom Messrs. Hollis and Snell and Ms. Harrison are independent directors, resigned from the Company’s Board effective as of the close of the meeting of the Board on February 29, 2024. Prior to the resignations, Ms. Harrison served on the Audit Committee, Mr. Hollis and Mr. Snell served on the Compensation Committee and Mr. Snell served on the Investment Risk Management Committee. None of the Resigning Directors’ resignations were a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices and are a result of the Resigning Directors moving to serve on the Board of Trustees of the Company’s subsidiary, CLR. Following the resignations of the Resigning Directors, the directors reduced the size of the Board to five members. The Company’s Board now consists of the five remaining directors, three of whom are independent directors. In connection with the resignations, the Board approved the acceleration of the vesting of the Resigning Directors’ restricted shares, as applicable, subsequent to December 31, 2023.

Investment and Disposition Activity

Subsequent to December 31, 2023, the Company’s investment and disposition activity included the following:

•Disposed of four condominium units for an aggregate gross sales price of $13.2 million, resulting in net proceeds of $12.2 million after closing costs and a gain of approximately $781,000.

•Settled $3.0 million of liquid corporate senior loan purchases, $2.2 million of which were traded as of December 31, 2023, and settled $56.3 million of liquid corporate senior loan sales, resulting in an approximate $536,000 net loss on sale.

•Invested $12.0 million in five corporate senior loans to a third-party.

•Acquired one first mortgage loan with a principal balance of $13.6 million and funded an aggregate amount of $7.7 million to 10 of the Company’s first mortgage loans.

•Refinanced two of the Company’s first mortgage loans to have an initial maturity date of January 7, 2027, each with one one-year extension option.

•Three of the Company’s first mortgage loans entered into non-payment default.

Financing Activity

Subsequent to December 31, 2023, the Company’s financing activity included the following:

•Financed a first mortgage loan for $9.5 million under the repurchase facility with Barclays and financed a first mortgage loan for $20.9 million under the repurchase facility with Citibank.

•Repaid $36.5 million of borrowings under the Repurchase Facilities.

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CIM REAL ESTATE FINANCE TRUST, INC.

SCHEDULE III – REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION

(in thousands)

				Initial Costs to Company						Gross Amount at
										Which Carried
						Buildings, Fixtures and		Total Adjustment		At December 31, 2023		Accumulated Depreciation		Date	Date
	Description (a)	Encumbrances		Land		Improvements		to Basis (b)		(c) (d) (e)		(e) (f) (g)		Acquired	Constructed
Real Estate Held for Investment the Company has Invested in:
AAA Office Park:
	Hamilton, NJ	$	—	$	5,427	$	22,970	$	—	$	28,397	$	1,640	12/16/2021	2016
Academy Sports:
	Cartersville, GA	6,945		4,517		4,574		—		9,091		512		12/21/2020	2014
Actuant Campus:
	Columbus, WI	13,003		2,090		14,633		—		16,723		1,363		12/21/2020	2014
AK Steel:
	West Chester, OH	—		1,421		21,044		—		22,465		1,310		12/16/2021	2007
Apex Technologies:
	Mason, OH	—		1,288		11,127		—		12,415		681		12/16/2021	2013
Bass Pro Shop:
	Tallahassee, FL	6,652		945		5,713		—		6,658		1,674		8/20/2013	2013
BJ’s Wholesale Club:
	Fort Myers, FL	19,838		5,331		21,692		—		27,023		1,791		12/21/2020	2018
	Roanoke, VA	15,530		4,509		14,545		—		19,054		1,219		11/25/2020	2018
Bob Evans:
	Defiance, OH	2,579		501		2,781		—		3,282		168		12/16/2021	2011
	Dover, OH	2,535		552		1,930		—		2,482		111		12/16/2021	2013
	Dundee, MI	1,846		526		1,298		—		1,824		80		12/16/2021	2011
	Gallipolis, OH	2,710		529		2,963		—		3,492		241		12/21/2020	2003
	Hagerstown, MD	2,542		490		2,789		—		3,279		237		12/21/2020	1989
	Hamilton, OH	1,934		446		2,359		—		2,805		130		12/16/2021	2014
	Hummelstown, PA	2,264		1,029		2,283		—		3,312		129		12/16/2021	2013
	Mansfield, OH	2,264		495		2,423		—		2,918		212		12/21/2020	2004
	Mayfield Heights, OH	1,846		847		1,278		—		2,125		76		12/16/2021	2003
	Monroe, MI	2,198		623		2,177		—		2,800		192		12/21/2020	1998
	Northwood, OH	2,535		514		2,760		—		3,274		231		12/21/2020	1998
	Peoria, IL	894		620		524		—		1,144		64		12/21/2020	1995
	Piqua, OH	2,022		413		2,187		—		2,600		187		12/21/2020	1989
Bottom Dollar Grocery:
	Ambridge, PA	—		519		2,985		—		3,504		779		11/5/2013	2012
Burger King:
	Yukon, OK	1,209		500		1,141		—		1,641		107		12/21/2020	1989
Cabela’s:
	Acworth, GA	21,691		4,979		18,775		—		23,754		3,237		9/25/2017	2014
	Avon, OH	12,373		2,755		10,751		—		13,506		1,884		9/25/2017	2016
	La Vista, NE	21,032		3,260		16,923		—		20,183		2,807		9/25/2017	2006
	Sun Prairie, WI	15,919		3,373		14,058		—		17,431		2,557		9/25/2017	2015
Caliber Collision Center:
	Fredericksburg, VA	3,626		1,807		2,292		—		4,099		241		7/22/2020	2019
	Lake Jackson, TX	2,894		800		2,974		—		3,774		297		12/21/2020	2006
	Richmond, VA	4,234		1,453		3,323		—		4,776		364		7/30/2020	2020
	San Antonio, TX	3,938		691		4,458		—		5,149		410		12/21/2020	2019
	Williamsburg, VA	3,707		1,418		2,800		—		4,218		297		6/12/2020	2020
Camping World:
	Fort Myers, FL	11,186		3,226		11,832		—		15,058		1,183		12/21/2020	1987
Cash & Carry:
	Salt Lake City, UT	3,905		863		4,149		—		5,012		361		12/21/2020	2006
Chick-Fil-A:
	Dickson City, PA	1,956		1,113		7,946		(7,817)		1,242		303		6/30/2014	2013

S-1

CIM REAL ESTATE FINANCE TRUST, INC.

SCHEDULE III – REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION — (Continued)

(in thousands)

				Initial Costs to Company						Gross Amount at
										Which Carried
						Buildings, Fixtures and		Total Adjustment		At December 31, 2023		Accumulated Depreciation		Date	Date
	Description (a)	Encumbrances		Land		Improvements		to Basis (b)		(c) (d) (e)		(e) (f) (g)		Acquired	Constructed
Costco:
	Tallahassee, FL	$	8,022	$	9,497	$	—	$	—	$	9,497	$	—	12/11/2012	2006
CVS:
	Arnold, MO	3,970		2,043		2,367		—		4,410		612		12/13/2013	2013
	Asheville, NC	1,875		1,108		1,084		—		2,192		334		4/26/2012	1998
	Austin, TX	4,329		1,076		3,475		—		4,551		892		12/13/2013	2013
	Bloomington, IN	4,417		1,620		2,957		—		4,577		764		12/13/2013	2012
	Blue Springs, MO	2,930		395		2,722		—		3,117		703		12/13/2013	2013
	Bridgeton, MO	3,970		2,056		2,362		—		4,418		610		12/13/2013	2013
	Charleston, SC	1,692		869		1,009		—		1,878		312		4/26/2012	1998
	Chesapeake, VA	3,238		1,044		3,053		—		4,097		805		12/13/2013	2013
	Cicero, IN	3,443		487		3,099		—		3,586		799		12/13/2013	2013
	Eminence, KY	3,472		872		2,511		—		3,383		640		12/13/2013	2013
	Goose Creek, SC	2,828		1,022		1,980		—		3,002		506		12/13/2013	2013
	Greenwood, IN	4,212		912		3,549		61		4,522		944		7/11/2013	1999
	Hazlet, NJ	5,941		3,047		3,610		—		6,657		928		12/13/2013	2013
	Hillcrest Heights, MD	3,839		1,817		2,989		71		4,877		784		9/30/2013	2001
	Honesdale, PA	4,102		1,206		3,342		—		4,548		885		12/13/2013	2013
	Independence, MO	2,425		359		2,242		—		2,601		581		12/13/2013	2013
	Indianapolis, IN	3,362		1,110		2,484		—		3,594		641		12/13/2013	2013
	Irving, TX	3,582		745		3,034		—		3,779		874		10/5/2012	2000
	Janesville, WI	3,047		736		2,545		—		3,281		656		12/13/2013	2013
	Katy, TX	3,128		1,149		2,462		—		3,611		622		12/13/2013	2013
	London, KY	4,139		1,445		2,661		—		4,106		705		9/10/2013	2013
	North Wilkesboro, NC	2,300		332		2,369		73		2,774		620		10/25/2013	1999
	Poplar Bluff, MO	3,699		1,861		2,211		—		4,072		574		12/13/2013	2013
	Salem, NH	5,216		3,456		2,351		—		5,807		599		11/18/2013	2013
	San Antonio, TX	3,297		1,893		1,848		—		3,741		483		12/13/2013	2013
	Sand Springs, OK	3,560		1,765		2,283		—		4,048		594		12/13/2013	2013
	Santa Fe, NM	6,219		2,243		4,619		—		6,862		1,173		12/13/2013	2013
	Sedalia, MO	2,586		466		2,318		—		2,784		600		12/13/2013	2013
	St. John, MO	3,743		1,546		2,601		—		4,147		671		12/13/2013	2013
	Vineland, NJ	3,538		813		2,926		—		3,739		779		12/13/2013	2010
	Waynesboro, VA	3,260		986		2,708		—		3,694		699		12/13/2013	2013
	West Monroe, LA	3,406		1,738		2,136		—		3,874		555		12/13/2013	2013
	Wisconsin Rapids, WI	2,198		707		3,262		—		3,969		178		12/16/2021	2013
Dollar General:
	Parchment, MI	—		168		1,162		—		1,330		282		6/25/2014	2014
Duluth Trading:
	Denton, TX	3,681		1,662		2,918		—		4,580		275		12/21/2020	2017
	Madison, AL	3,765		1,174		3,603		—		4,777		333		12/21/2020	2019
	Noblesville, IN	3,677		1,212		3,436		—		4,648		347		12/21/2020	2003
Family Dollar:
	Salina, UT	—		211		1,262		—		1,473		139		12/21/2020	2014
Jewel-Osco:
	Plainfield, IL	8,739		—		—		11,151		11,151		1,394		11/14/2018	2001
	Spring Grove, IL	7,787		991		11,361		—		12,352		655		12/16/2021	2007
	Wood Dale, IL	7,765		4,069		7,800		—		11,869		470		12/16/2021	2005
Kroger:
	Shelton, WA	8,908		1,180		11,040		—		12,220		3,112		4/30/2014	1994

S-2

CIM REAL ESTATE FINANCE TRUST, INC.

SCHEDULE III – REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION — (Continued)

(in thousands)

				Initial Costs to Company						Gross Amount at
										Which Carried
						Buildings, Fixtures and		Total Adjustment		At December 31, 2023		Accumulated Depreciation		Date	Date
	Description (a)	Encumbrances		Land		Improvements		to Basis (b)		(c) (d) (e)		(e) (f) (g)		Acquired	Constructed
Kum & Go:
	Conway, AR	$	3,187	$	510	$	2,577	$	—	$	3,087	$	624	6/13/2014	2014
LA Fitness:
	Columbus, OH	—		1,013		6,734		—		7,747		1,615		4/29/2015	2014
	Pawtucket, RI	—		5,945		8,012		(3,080)		10,877		34		12/16/2021	2015
	Rock Hill, SC	—		780		7,590		(2,044)		6,326		37		12/16/2021	2015
Lowe’s:
	Asheboro, NC	6,959		1,098		6,722		7		7,827		1,731		6/23/2014	1994
	Cincinnati, OH	11,662		14,092		—		491		14,583		—		2/10/2014	2001
	Covington, LA	9,054		10,233		—		—		10,233		—		8/20/2014	2002
	Mansfield, OH	7,809		873		8,256		37		9,166		2,179		6/12/2014	1992
	North Dartmouth, MA	14,263		6,774		17,384		—		24,158		1,071		12/16/2021	2004
	Oxford, AL	10,681		1,668		7,622		369		9,659		2,524		6/28/2013	1999
	Tuscaloosa, AL	7,794		4,908		4,786		109		9,803		1,391		10/29/2013	1993
	Zanesville, OH	9,098		2,161		8,375		316		10,852		2,326		12/11/2013	1995
McAlister’s Deli:
	Lawton, OK	2,106		805		1,057		—		1,862		282		5/1/2014	2013
Mister Car Wash:
	Athens, AL	2,513		383		1,150		—		1,533		209		9/12/2017	2008
	Decatur, AL	1,231		257		559		—		816		110		9/12/2017	2005
	Decatur, AL	2,798		486		1,253		—		1,739		261		9/12/2017	2014
	Decatur, AL	1,436		359		1,152		—		1,511		237		9/12/2017	2007
	Hartselle, AL	1,033		360		569		—		929		115		9/12/2017	2007
	Hudson, FL	1,971		1,229		1,562		—		2,791		90		12/16/2021	2007
	Madison, AL	3,831		562		1,139		—		1,701		241		9/12/2017	2012
National Tire & Battery:
	Cypress, TX	2,798		910		2,224		—		3,134		520		9/1/2015	2005
	Montgomery, IL	3,018		516		2,494		—		3,010		712		1/15/2013	2007
	North Richland Hills, TX	2,674		513		2,579		—		3,092		595		9/1/2015	2005
	Pasadena, TX	2,857		908		2,307		—		3,215		540		9/1/2015	2005
Natural Grocers:
	Heber City, UT	4,527		1,286		3,727		—		5,013		336		12/21/2020	2017
	Idaho Falls, ID	3,553		833		2,316		—		3,149		606		2/14/2014	2013
O’Reilly Automotive:
	Bennettsville, SC	1,179		361		1,207		—		1,568		122		12/21/2020	2015
	Clayton, GA	1,297		501		945		—		1,446		195		1/29/2016	2015
	Flowood, MS	1,341		506		1,288		—		1,794		127		12/21/2020	2014
	Iron Mountain, MI	1,209		249		1,400		—		1,649		140		12/21/2020	2014
Popeyes:
	Independence, MO	1,157		333		680		—		1,013		168		6/27/2014	2005
Raising Cane’s:
	Avondale, AZ	3,216		1,774		2,381		—		4,155		136		12/16/2021	2013
	Reno, NV	3,282		1,841		2,259		—		4,100		209		12/21/2020	2014
Republic Services:
	Scottsdale, AZ	—		11,460		36,231		(10,391)		37,300		—		12/16/2021	2016

S-3

CIM REAL ESTATE FINANCE TRUST, INC.

SCHEDULE III – REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION — (Continued)

(in thousands)

				Initial Costs to Company						Gross Amount at
										Which Carried
						Buildings, Fixtures and		Total Adjustment		At December 31, 2023		Accumulated Depreciation		Date	Date
	Description (a)	Encumbrances		Land		Improvements		to Basis (b)		(c) (d) (e)		(e) (f) (g)		Acquired	Constructed
Safeway:
	Juneau, AK	$	10,732	$	6,174	$	8,791	$	—	$	14,965	$	831	12/21/2020	2017
Siemens:
	Milford, OH	—		4,137		23,153		—		27,290		3,040		12/21/2020	1991
Spinx:
	Simpsonville, SC	1,787		591		969		—		1,560		267		1/24/2013	2012
Steinhafels:
	Greenfield, WI	7,326		1,783		7,643		—		9,426		653		12/21/2020	1991
	Madison, WI	11,032		3,227		8,531		—		11,758		509		12/16/2021	2017
Sunoco:
	Palm City, FL	3,465		667		1,698		—		2,365		457		4/12/2013	2011
SuperValu:
	Oglesby, IL	12,688		2,505		11,777		—		14,282		857		12/16/2021	1996
Take 5:
	Andrews, TX	879		230		862		—		1,092		74		12/21/2020	1994
	Bedford, TX	897		283		837		—		1,120		87		12/21/2020	2009
	Burleson, TX	1,117		471		936		—		1,407		92		12/21/2020	1994
	Burleson, TX	824		201		837		—		1,038		75		12/21/2020	2010
	Burleson, TX	641		394		407		—		801		72		12/21/2020	2003
	Cedar Hill, TX	788		250		705		—		955		65		12/21/2020	1985
	Hereford, TX	824		50		995		—		1,045		83		12/21/2020	1993
	Irving, TX	458		120		445		—		565		40		12/21/2020	1989
	Irving, TX	824		210		818		—		1,028		72		12/21/2020	1987
	Lubbock, TX	1,264		151		1,428		—		1,579		116		12/21/2020	2002
	Midland, TX	1,667		192		1,861		—		2,053		151		12/21/2020	1995
	Mineral Wells, TX	1,117		131		1,263		—		1,394		104		12/21/2020	2019
Teradata:
	Miami Township, OH	—		1,615		5,250		—		6,865		391		12/16/2021	2010
TGI Friday’s:
	Wilmington, DE	2,740		1,685		969		—		2,654		251		6/27/2014	1991
Time Warner:
	Streetsboro, OH	—		1,009		5,602		—		6,611		342		12/16/2021	2003
Tire Kingdom:
	Summerville, SC	2,161		1,208		1,233		—		2,441		279		9/1/2015	2005
Tractor Supply:
	Ashland, VA	3,033		500		2,696		175		3,371		753		11/22/2013	2013
	Blytheville, AR	2,564		780		2,660		175		3,615		309		12/21/2020	2002
	Cambridge, MN	2,373		807		1,272		203		2,282		491		5/14/2012	2012
	Carlyle, IL	2,344		707		2,386		175		3,268		302		12/21/2020	2015
	Fortuna, CA	4,483		568		3,819		175		4,562		1,012		6/27/2014	2014
	Logan, WV	2,985		597		3,232		175		4,004		324		12/21/2020	2006
	Lumberton, NC	2,754		611		2,007		175		2,793		638		5/24/2013	2013
	Monticello, FL	2,608		448		1,916		175		2,539		609		6/20/2013	2013
	Shelbyville, IL	2,330		586		2,576		175		3,337		293		12/21/2020	2017
	South Hill, VA	2,857		630		2,179		175		2,984		650		6/24/2013	2011
	Weaverville, NC	4,183		867		3,138		277		4,282		915		9/13/2013	2006

S-4

CIM REAL ESTATE FINANCE TRUST, INC.

SCHEDULE III – REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION — (Continued)

(in thousands)

				Initial Costs to Company						Gross Amount at
										Which Carried
						Buildings, Fixtures and		Total Adjustment		At December 31, 2023		Accumulated Depreciation		Date	Date
	Description (a)	Encumbrances		Land		Improvements		to Basis (b)		(c) (d) (e)		(e) (f) (g)		Acquired	Constructed
United Oil:
	Bellflower, CA	$	1,919	$	1,246	$	788	$	—	$	2,034	$	185	9/30/2014	2001
	Brea, CA	2,879		2,393		658		—		3,051		153		9/30/2014	1984
	Carson, CA	5,355		2,354		4,821		—		7,175		433		12/21/2020	1958
	El Cajon, CA	1,853		1,533		568		—		2,101		133		9/30/2014	2008
	El Cajon, CA	1,648		1,225		368		—		1,593		86		9/30/2014	2000
	Fallbrook, CA	3,538		1,266		3,458		—		4,724		281		12/21/2020	1958
	Harbor City, CA	3,297		1,359		3,047		—		4,406		253		12/21/2020	2014
	Hawthorne, CA	1,993		896		1,764		—		2,660		147		12/21/2020	2001
	La Habra, CA	2,403		1,971		571		—		2,542		133		9/30/2014	2000
	Lakewood, CA	3,663		2,499		2,400		—		4,899		219		12/21/2020	1973
	Lawndale, CA	2,198		1,462		862		—		2,324		201		9/30/2014	2001
	Long Beach, CA	2,747		1,088		2,582		—		3,670		218		12/21/2020	1990
	Los Angeles, CA	3,223		1,927		1,484		—		3,411		347		9/30/2014	2007
	Los Angeles, CA	2,747		2,182		701		—		2,883		164		9/30/2014	1964
	Los Angeles, CA	3,773		2,435		2,614		—		5,049		220		12/21/2020	1982
	Los Angeles, CA	4,117		2,016		3,486		—		5,502		284		12/21/2020	1965
	Norco, CA	3,157		1,852		1,489		—		3,341		348		9/30/2014	1995
	San Clemente, CA	4,183		2,036		3,561		—		5,597		296		12/21/2020	1973
	San Diego, CA	2,264		1,362		1,662		—		3,024		147		12/21/2020	1959
	San Diego, CA	3,568		1,547		3,218		—		4,765		266		12/21/2020	2011
	San Diego, CA	4,872		2,409		4,105		—		6,514		356		12/21/2020	1976
	San Diego, CA	2,608		1,877		883		—		2,760		206		9/30/2014	2006
	Santa Ana, CA	2,542		1,629		1,766		—		3,395		156		12/21/2020	2000
	Vista, CA	2,264		2,063		334		—		2,397		78		9/30/2014	1986
	Vista (Vista), CA	2,198		2,028		418		—		2,446		98		9/30/2014	2010
	Whittier, CA	2,469		1,629		985		—		2,614		230		9/30/2014	1997
Vacant:
	Sanford, FL	—		1,031		1,807		(1,861)		977		72		10/23/2012	1999
Valeo North American HQ:
	Troy, MI	—		1,880		9,813		—		11,693		909		12/16/2021	2007
Valeo Production Facility:
	East Liberty, OH	—		357		4,989		46		5,392		341		12/16/2021	2016
Valvoline HQ:
	Lexington, KY	—		5,558		41,234		—		46,792		3,305		12/16/2021	2016
Walgreens:
	Austintown, OH	3,568		637		4,173		—		4,810		1,096		8/19/2013	2002
	Dearborn Heights, MI	6,058		2,236		3,411		—		5,647		922		7/9/2013	2008
	Fort Madison, IA	3,480		514		3,723		—		4,237		988		9/20/2013	2008
	Las Vegas, NV	3,861		2,325		3,262		70		5,657		870		9/26/2013	1999
	Lawton, OK	2,765		860		2,539		106		3,505		700		7/3/2013	1998
	Little Rock, AR	4,395		548		4,676		—		5,224		1,120		6/30/2014	2011
	Lubbock, TX	3,535		565		3,257		103		3,925		946		10/11/2012	2000
	Metropolis, IL	4,095		284		4,991		—		5,275		1,174		8/8/2014	2009
	Sacramento, CA	3,231		324		2,669		—		2,993		668		6/30/2014	2008

S-5

CIM REAL ESTATE FINANCE TRUST, INC.

SCHEDULE III – REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION — (Continued)

(in thousands)

				Initial Costs to Company						Gross Amount at
										Which Carried
						Buildings, Fixtures and		Total Adjustment		At December 31, 2023		Accumulated Depreciation		Date	Date
	Description (a)	Encumbrances		Land		Improvements		to Basis (b)		(c) (d) (e)		(e) (f) (g)		Acquired	Constructed
Walgreens (continued):
	San Antonio, TX	$	6,904	$	1,417	$	7,932	$	—	$	9,349	$	640	12/21/2020	2005
	Suffolk, VA	4,029		1,261		3,461		—		4,722		1,088		5/14/2012	2007
Walmart:
	Anderson, SC	9,538		2,424		9,719		—		12,143		1,983		11/5/2015	2015
	Florence, SC	8,835		2,013		9,225		—		11,238		1,874		11/5/2015	2015
	Tallahassee, FL	11,095		14,823		—		—		14,823		—		12/11/2012	2008
Weasler Engineering:
	West Bend, WI	11,677		1,019		13,390		—		14,409		949		12/16/2021	2016
Wendy’s:
	Grafton, VA	1,583		539		894		—		1,433		223		6/27/2014	1985
		$	758,520	$	320,729	$	825,394	$	(10,128)	$	1,135,995	$	116,397

____________________________________

(a)Initial costs exclude subsequent impairment charges.

(b)Consists of capital expenditures and real estate development costs, and impairment charges.

(c)The aggregate cost for federal income tax purposes was $1.1 billion.

(d)The following is a reconciliation of total real estate carrying value for the years ended December 31 (in thousands):

	2023		2022		2021
Balance, beginning of period	$	2,041,696	$	2,362,175	$	3,371,926
Additions
Acquisitions	—		—		752,272
Improvements	619		1,245		3,785
Total additions	$	619	$	1,245	$	756,057
Less: Deductions
Cost of real estate sold	884,128		305,071		426,436
Other (including provisions for impairment of real estate assets)	22,192		16,653		1,339,372
Total deductions	906,320		321,724		1,765,808
Balance, end of period	$	1,135,995	$	2,041,696	$	2,362,175

(e)Gross intangible lease assets of $154.2 million and the associated accumulated amortization of $52.8 million are not reflected in the table above.

S-6

CIM REAL ESTATE FINANCE TRUST, INC.

SCHEDULE III – REAL ESTATE ASSETS AND ACCUMULATED DEPRECIATION — (Continued)

(in thousands)

(f)The following is a reconciliation of accumulated depreciation for the years ended December 31 (in thousands):

	2023		2022		2021
Balance, beginning of period	$	179,855	$	158,354	$	298,364
Additions
Acquisitions - Depreciation expense for building, acquisitions costs and tenant improvements acquired	26,011		41,627		61,868
Improvements - Depreciation expense for tenant improvements and building equipment	3,218		5,270		5,140
Total additions	$	29,229	$	46,897	$	67,008
Deductions
Cost of real estate sold	85,919		22,508		43,600
Other (including provisions for impairment of real estate assets)	6,768		2,888		163,418
Total deductions	92,687		25,396		207,018
Balance, end of period	$	116,397	$	179,855	$	158,354

(g)The Company’s assets are depreciated or amortized using the straight-line method over the useful lives of the assets by class. Generally, buildings are depreciated over 40 years, site improvements are amortized over 15 years and tenant improvements are amortized over the remaining life of the lease or the useful life, whichever is shorter.

S-7

Table of Contents

CIM REAL ESTATE FINANCE TRUST, INC.

SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE

(in thousands)

										Principal
								Carrying		Amount of
								Amount of		Loans Subject
			Final	Periodic		Face		Mortgages at		to Delinquent
		Interest	Maturity	Payment	Prior	Amount of		December 31,		Principal or
Loan Type	Description / Location	Rate (a)	Date (b)	Terms (c)	Liens	Mortgages		2023 (d)		"Interest"
First mortgage loan	Office / Duluth, Georgia	+ 3.25%	2/1/2025	P/I	N/A	$	50,643	$	50,536	$	—
First mortgage loan	Office / Dallas, Texas	+ 3.85%	9/8/2025	P/I	N/A	90,513		90,173		—
First mortgage loan	Office / Orlando, Florida	+ 4.10%	10/9/2025	P/I	N/A	71,730		71,510		—
First mortgage loan	Office / San Diego, California	+ 4.66%	12/7/2025	P/I	N/A	108,309		107,827		—
First mortgage loan (e)	Office / Houston, Texas	+ 2.00%	11/7/2024	P/I	N/A	86,739		86,739		—
First mortgage loan (e)	Office / Houston, Texas	+ 2.55%	11/7/2024	P/I	N/A	18,261		18,261		—
First mortgage loan	Office / Irvine, California	+ 3.55%	7/7/2026	P/I	N/A	174,769		174,134		—
First mortgage loan	Office / Bethesda, Maryland	+ 3.86%	9/16/2026	P/I	N/A	57,508		57,145		—
First mortgage loan	Multifamily / Fort Lauderdale, Florida	+ 1.47% - 6.82%	10/7/2025	P/I	N/A	199,930		199,244		—
First mortgage loan	Multifamily / Los Angeles, California	+ 2.60%	10/7/2025	P/I	N/A	123,000		122,855		—
First mortgage loan	Retail / Glendale, New York	+ 4.26%	11/7/2026	P/I	N/A	65,000		64,747		—
First mortgage loan	Multifamily / San Jose, California	+ 3.00%	11/7/2024	P/I	N/A	146,205		145,836		—
First mortgage loan	Multifamily / Arlington, Virginia	+ 2.75%	12/15/2026	P/I	N/A	88,180		87,874		—
First mortgage loan	Multifamily / Brooklyn, New York	+ 3.61%	12/17/2026	P/I	N/A	60,750		60,491		—
First mortgage loan (f)	Multifamily / Brooklyn, New York	+ 3.61%	12/17/2026	P/I	N/A	20,250		20,164		—
First mortgage loan	Office / McLean, Virginia	+ 3.41%	2/5/2027	P/I	N/A	129,977		129,158		—
First mortgage loan	Multifamily / Gainesville, Florida	+ 3.20%	1/7/2027	P/I	N/A	70,908		70,661		—
First mortgage loan	Office / Boston, Massachusetts	+ 2.90%	1/7/2027	P/I	N/A	135,009		134,220		—
First mortgage loan	Multifamily / Miami, Florida	+ 2.60%	1/7/2027	P/I	N/A	154,000		153,485		—
First mortgage loan	Multifamily / Nashville, Tennessee	+ 3.00%	1/7/2027	P/I	N/A	118,749		118,358		—
First mortgage loan	Office / Tampa, Florida	+ 3.28%	2/7/2027	P/I	N/A	173,690		172,852		—
First mortgage loan	Office / Atlanta, Georgia	+ 3.40%	3/7/2027	P/I	N/A	270,269		268,689		—
First mortgage loan	Office / Phoenix, Arizona	+ 3.34%	4/7/2027	P/I	N/A	304,703		302,699		—
First mortgage loan	Mixed-Use / Alpharetta, Georgia	+ 4.70%	4/7/2027	P/I	N/A	69,355		68,966		—
First mortgage loan	Multifamily / Phoenix, Arizona	+ 3.05%	5/7/2027	P/I	N/A	145,519		144,916		—
First mortgage loan	Office / Washington D.C.	+ 4.00%	6/6/2027	P/I	N/A	185,350		184,274		—
First mortgage loan	Industrial / Spanish Fork, Utah	+ 3.50%	7/7/2025	P/I	N/A	81,000		80,668		—
First mortgage loan	Self-Storage / Various	+ 3.95%	9/7/2027	P/I	N/A	61,120		60,722		—
First mortgage loan	Industrial / Various	+ 2.40%	8/9/2027	P/I	N/A	269,430		264,104		—
First mortgage loan	Hospitality / Orlando, Florida	+ 4.40%	9/7/2028	P/I	N/A	34,950		34,619		—
First mortgage loan	Hospitality / Tampa, Florida	+ 4.15%	8/7/2028	P/I	N/A	25,900		25,627		—
First mortgage loan	Multifamily / Los Angeles, California	+ 3.25%	1/5/2029	P/I	N/A	47,500		47,245		—

S-8

Table of Contents

CIM REAL ESTATE FINANCE TRUST, INC.

SCHEDULE IV – MORTGAGE LOANS ON REAL ESTATE

(in thousands)

										Principal
								Carrying		Amount of
								Amount of		Loans Subject
			Final	Periodic		Face		Mortgages at		to Delinquent
		Interest	Maturity	Payment	Prior	Amount of		December 31,		Principal or
Loan Type	Description / Location	Rate (a)	Date (b)	Terms (c)	Liens	Mortgages		2023 (d)		"Interest"
First mortgage loan	Hospitality / Philadelphia, Pennsylvania	+ 4.05%	1/7/2029	P/I	N/A	$	29,900	$	29,552	$	—
Total loans						$	3,669,116	$	3,648,351	$	—
Current expected credit losses (g)						—		(109,240)		—
Total loans, net						$	3,669,116	$	3,539,111	$	—

____________________________________

(a)Expressed as a spread over the relevant floating benchmark rates, which include Term SOFR, and the 30-day SOFR average, as applicable to each loan.

(b)Final maturity date assumes all extension options are exercised.

(c)P/I = principal and interest.

(d)The tax basis of the loans included above is $3.6 billion as of December 31, 2023.

(e)As of December 31, 2023, the first mortgage loan was in maturity default. During January 2024, the loan was refinanced with a fully extended maturity date of January 7, 2028 and is no longer in maturity default. Upon closing of the refinance, the accrued default interest was waived.

(f)As of December 31, 2023, the first mortgage loan is comprised of contiguous mezzanine loan components that, as a whole, have expected credit quality similar to that of a first mortgage loan.

(g)As of December 31, 2023, the Company’s current expected credit losses related to its loans held-for-investment totaled $132.6 million, $109.2 million of which was related to the CRE loans.

The following table reconciles mortgage loans on real estate for the years ended December 31 (in thousands):

	Year Ended December 31,
	2023		2022		2021
Balance, beginning of period	$	3,264,841	$	1,958,655	$	428,393
Additions during period:
New loans	483,099		1,401,539		1,810,166
Capitalized interest	—		62		—
Accretion of fees and other items	8,726		9,896		2,998
Total additions	$	491,825	$	1,411,497	$	1,813,164
Less: Deductions during period:
Collections of principal	(120,394)		(80,911)		(169,094)
Capitalized interest	—		—		(9,469)
Foreclosures	—		—		(138,006)
Deferred fees and other items	(8,273)		(13,978)		(17,031)
Total deductions	$	(128,667)	$	(94,889)	$	(333,600)
(Provision for) reversal of credit losses	(88,888)		(10,422)		50,698
Net balance, end of period	$	3,539,111	$	3,264,841	$	1,958,655

S-9

Document

Exhibit 10.22

LOAN AND SECURITY AGREEMENT

Dated as of June 16, 2023 by and among

CMFT RE LENDING SUB CBSQ, LLC,

as Borrower,

CITIBANK, N.A.,

as Class A Lender, and

CMFT RE LENDING SUB CBSQ HOLDCO, LLC,

as Subordinated Lender

TABLE OF CONTENTS

Page

ARTICLE 1 APPLICABILITY	1
ARTICLE 2 DEFINITIONS	1
ARTICLE 3 LOAN; TERMINATION; FEES	24
ARTICLE 4 INTENTIONALLY OMITTED	31
ARTICLE 5 PAYMENTS; COLLECTION ACCOUNT	31
ARTICLE 6 SECURITY INTEREST	36
ARTICLE 7 ASSIGNMENT AND CUSTODY	37
ARTICLE 8 INTENTIONALLY OMITTED	38
ARTICLE 9 REPRESENTATIONS AND WARRANTIES OF BORROWERS	38
ARTICLE 10 NEGATIVE COVENANTS OF BORROWER	44
ARTICLE 11 AFFIRMATIVE COVENANTS OF BORROWER	45
ARTICLE 12 SINGLE PURPOSE ENTITY	50
ARTICLE 13 EVENTS OF DEFAULT; REMEDIES; SET-OFF	52
ARTICLE 14 SINGLE AGREEMENT	59
ARTICLE 15 INTENTIONALLY OMITTED	59
ARTICLE 16 NOTICES AND OTHER COMMUNICATIONS	59
ARTICLE 17 ENTIRE AGREEMENT; SEVERABILITY	60
ARTICLE 18 NON-ASSIGNABILITY	60
ARTICLE 19 GOVERNING LAW	62
ARTICLE 20 NO WAIVERS, ETC	63
ARTICLE 21 INTENT	63
ARTICLE 22 DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS	63
ARTICLE 23 CONSENT TO JURISDICTION; WAIVERS	64
ARTICLE 24 NO RELIANCE	65
ARTICLE 25 INDEMNITY AND EXPENSES	65
ARTICLE 26 DUE DILIGENCE	67
ARTICLE 27 SIGNIFICANT MODIFICATIONS; SERVICING	68
ARTICLE 28 NO DUTY OF LENDER	69
ARTICLE 29 NO DUTY OF LENDER	71
ARTICLE 30 REPRESENTATIONS AND WARRANTIES OF SUBORDINATED LENDER	72
ARTICLE 31 COVENANTS OF SUBORDINATED LENDER	72
ARTICLE 32 SUBORDINATIONS AND STANDSTILL	73

-i-

EXHIBITS

Exhibit I	Name and Addresses for Communications
Exhibit II	Authorized Representatives of Borrower
Exhibit III-A	Form of Borrower Power of Attorney
Exhibit III-B	Form of Equity Pledgor Power of Attorney
Exhibit IV	Form of Covenant Compliance Certificate
Exhibit V	Representations and Warranties Regarding the Underlying Loan
Exhibit VI	Prohibited Transferees
Exhibit VII-A	U.S. Tax Compliance Certificate (Foreign Lender – Non-Partnership)
Exhibit VII-B	U.S. Tax Compliance Certificate (Foreign Participant – Non-Partnership)
Exhibit VII-C	U.S. Tax Compliance Certificate
Exhibit VII-D	U.S. Tax Compliance Certificate (Foreign Lender – Partnership)

-ii-

LOAN AND SECURITY AGREEMENT

LOAN AND SECURITY AGREEMENT, dated as of June 16, 2023 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among CMFT RE LENDING SUB CBSQ, LLC, a Delaware limited liability company (“Borrower”), CITIBANK, N.A., a national banking association (including any successor thereto, “Class A Lender”) and CMFT RE LENDING SUB CBSQ HOLDCO, LLC, a Delaware limited liability company (“Subordinated Lender”, together with Class A Lender, as applicable, together with their respective successors and permitted assigns, “Lender”).

ARTICLE 1

APPLICABILITY

Subject to the terms of the Loan Documents, on the date hereof, Lender shall make a loan (the “Loan”) to Borrower to finance the purchase of Borrower’s right, title and interest in and to the Underlying Loan (as defined herein). On the date hereof, the Class A Lender owns the Class A Loan and the Subordinated Lender owns the Class B Loan. Unless otherwise agreed in writing by Borrower and Class A Lender, the Loan shall be governed by this Agreement, including any supplemental terms or conditions contained in any exhibits, schedules or annexes identified herein as applicable hereunder.

ARTICLE 2

DEFINITIONS

The following capitalized terms shall have the respective meanings set forth below.

“AC Laws” shall mean, collectively, (i) all laws, rules and regulations concerning or relating to bribery or corruption, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977 and all other applicable anti-bribery and corruption laws and (ii) any amendment, extension, replacement or other modification of any of the foregoing from time to time and any corresponding provisions of future laws.

“Accelerated Maturity Date” shall have the meaning specified in Article 13(b)(i). “Account Bank” shall mean JPMorgan Chase Bank, N.A. or any successor appointed by

Class A Lender in its sole and absolute discretion.

“Account Control Agreement” shall mean that certain Blocked Account Control Agreement (Shifting Control), dated as of the date hereof, among Class A Lender, Borrower and Account Bank, as the same may be amended, modified, and/or restated from time to time, and/or any replacement agreement.

“Act of Insolvency” shall mean, with respect to any Person, (a) the filing of a petition, commencing, or authorizing the commencement of any case or proceeding under any Insolvency Law, or suffering any such petition or proceeding to be commenced against such Person by another which is consented to by such Person, not timely contested or results in entry of an order for relief which is not dismissed or stayed within ninety (90) days; (b) the seeking of or consenting to the appointment of a receiver, trustee, custodian or similar official for such Person or all or substantially all of the property of such Person; (c) the appointment of a receiver, conservator, or manager for such Person by any governmental agency or authority having the jurisdiction to do so which is consented to by such Person, not timely contested or which appointment is not dismissed or stayed within ninety (90) days; (d) the making of a general assignment for the benefit of creditors by such Person; or (e) the admission by such Person in writing or in a legal proceeding of its inability to pay its debts or discharge its obligations as they become due or mature.

“Affiliate” shall mean, (i) when used with respect to Borrower, Equity Pledgor or Guarantor, Guarantor and Guarantor’s Subsidiaries, or (ii) when used with respect to any specified Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, such Person.

“Agreement” shall have the meaning specified in the introductory paragraph hereof.

“Alternate Index Rate” shall mean, with respect to any Benchmark Transition Event, the sum of (a) the alternate benchmark rate that has been selected by Class A Lender giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body at such time or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated floating rate loans at such time and (b) the Alternate Rate Spread Adjustment; provided, that, in no event shall the Alternate Index Rate for any Interest Accrual Period be deemed to be less than zero.

“Alternate Rate” shall mean, (i) with respect to the Class A Component, with respect to each Interest Accrual Period, the per annum rate of interest of the Alternate Index Rate as of the applicable Determination Date plus the Spread and (ii) with respect to the Class B Component, zero percent (0%).

“Alternate Rate Loan” shall mean the Loan at such time as interest thereon accrues at a per annum rate of interest equal to the Alternate Rate.

“Alternate Rate Spread Adjustment” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted Alternate Index Rate, an amount (which may be a positive or negative value or zero) equal to the difference (expressed as the number of basis points) between (1) the average value of the then-current Benchmark during the ninety (90) day period ending as of the most recent Determination Date for which such Benchmark was available and (2) the average value of the applicable Unadjusted Alternate Index Rate during such period.

“AML Laws” shall mean, collectively, (i) all laws, rules, regulations and guidelines concerning or relating to money laundering issued, administered and/or enforced by any governmental and/or regulatory agency and (ii) any amendment, extension, replacement or other modification of any of the foregoing from time to time and any corresponding provisions of future laws.

“Appraisal” shall mean a FIRREA compliant appraisal of the Underlying Mortgaged Property from a third party appraiser in form and substance satisfactory to Class A Lender.

“Bankruptcy Code” shall mean Title 11 of the United States Code, as amended from time to time, or any successor statute.

“Benchmark” shall mean (i) initially, the Term SOFR Reference Rate for a one-month tenor and (ii) on or after the conversion to an Alternate Index Rate pursuant to the terms hereof, the Alternate Index Rate determined in accordance with the terms and conditions hereof.

“Benchmark Replacement Date” shall mean the earliest to occur of the following events with respect to the then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide the Benchmark (or such component thereof); and

(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non- compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any available tenor of such Benchmark (or such component thereof) continues to be provided on such date.

“Benchmark Transition Event” shall mean the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator of the Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component thereof);

(2)a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or the published component used in the calculation thereof), the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component thereof); or

(3)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that the Benchmark (or such component thereof) is not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

“Benchmark Unavailability Period” shall mean, unless and until an Alternate Index Rate is implemented with respect to the then-current Benchmark pursuant to Article 3(f)(i) (rather than pursuant to Article 3(d)(iii)(B)), each Interest Accrual Period (if any) for which Class A Lender determines that (a) adequate and reasonable means do not exist for ascertaining Term SOFR (or the then-current Benchmark if the Loan is then an Alternate Rate Loan) (including, if the Benchmark is the Term SOFR Reference Rate, that Term SOFR cannot be determined in accordance with the definition thereof) or (b) that it is unlawful to use the then-current Benchmark to determine the applicable Interest Rate for any Interest Accrual Period.

“Benefit Plan Investor” shall mean (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA; (ii) a “plan” (including an individual retirement account or a “Keogh” plan) within the meaning of Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code; or (iii) any entity whose underlying assets include “plan assets” under the Plan Assets Regulations by reason of any such employee benefit plan’s or plan’s investment in the entity.

“Borrower” shall have the meaning specified in the introductory paragraph hereof.

“Borrower Party” shall mean, collectively or individually, as the context may require,

Borrower, Equity Pledgor and Guarantor.

“Business Day” shall mean a day other than (a) a Saturday or Sunday, or (b) a day in which the New York Stock Exchange or banks in the State of New York are authorized or obligated by law or executive order to be closed.

“Capital Stock” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent equity ownership interests in a Person which is not a corporation, including, without limitation, any and all member or other equivalent interests in any limited liability company, and any and all warrants or options to purchase any of the foregoing.

“Capitalized Lease Obligations” shall mean obligations under a lease that are required to be capitalized for financial reporting purposes in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be required to be reflected on the balance sheet prepared in accordance with GAAP of the applicable Person as of the applicable date.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary,

(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” shall mean the occurrence of any of the following events: (i) a merger or consolidation of Borrower, (ii) a merger or consolidation of Guarantor and Guarantor is not the surviving entity, (iii) any conveyance, transfer, lease or disposal of all or substantially all of Borrower’s or Guarantor’s assets to any Person or entity, (iv) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) (other than the Manager) shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the beneficial owner, directly or indirectly, of fifty percent (50%) or more of the total voting power of all classes of Capital Stock of Guarantor entitled to vote generally in the election of the directors or the applicable equivalent, (v) Guarantor shall cease to directly or indirectly own, of record and beneficially, at least twenty percent (20%) of the Capital Stock of Borrower and Control Borrower; provided that, with respect to any transfer of the Capital Stock of Borrower which results in Guarantor owning directly or indirectly less than 100% of the Capital Stock of Borrower, (a) Class A Lender shall receive at least ten (10) Business Days’ prior written notice of such transfer, and (b) no Event of Default shall have occurred and be continuing at the time such transfer is consummated, (vi) CIM Group, LLC or an Affiliate of CIM Group, LLC Controlled by CIM Group, LLC shall cease to act as the external manager for Guarantor;

provided, that an internalization of management by Guarantor shall not be deemed a breach of this clause (vi), or

(vii) Equity Pledgor shall cease to own directly one hundred percent (100%) of the issued and outstanding Equity Interests of Borrower, free and clear of all Liens (other than Liens created by the Loan Documents or otherwise approved by Class A Lender in writing).

“Class A Component” shall mean, as of the date hereof, that portion of the Loan in the principal amount of $75,000,000.00.

“Class A Lender” shall have the meaning specified in the introductory paragraph hereof.

“Class A Loan” shall mean that portion of the Loan made with respect to the Class A Component.

“Class B Component” shall mean, as of the date hereof, that portion of the Loan in the principal amount of $5,000,000.00.

“Class B Loan” shall mean that portion of the Loan made with respect to the Class B Component.

“Collateral” shall have the meaning specified in Article 6(a). “Collection Account” shall have the meaning specified in Article 5(c).

“Confidential Information” shall have the meaning specified in Article 28(j).

“Conforming Changes” shall mean, with respect to the use, administration, adoption or implementation of any Alternate Index Rate, any technical, administrative or operational changes (including changes to the definition of “Business Day,” “Determination Date”, “Interest Accrual Period,” and “U.S. Government Securities Business Day,” preceding and succeeding business day conventions and other administrative or operational matters, timing and frequency of determining rates and other administrative matters, but expressly excluding changes to the frequency of making payments of interest) that Class A Lender determines are necessary to reflect the adoption and implementation of such Alternate Index Rate in a manner consistent with market practice for U.S. dollar-denominated floating rate loans at such time (or, if Class A Lender decides that adoption of any portion of such market practice is not administratively feasible or if Class A Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as Class A Lender decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents); provided, in each case, in no event shall Conforming Changes (a) result in an increase to (x) the number of days between the Monthly Payment Date and the end of the applicable Interest Accrual Period or (y) the Interest Rate in effect immediately prior to the adoption of such Conforming Changes other than a change due to the Alternate Rate Spread Adjustment or (b) amend the Monthly Payment Date.

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Constituent Member” shall mean any direct shareholder, member or limited partner in Borrower, and any Person that, directly or indirectly through one or more other partnerships, limited liability companies, corporations or other entities is a member or partner in Borrower, or owns an interest in Borrower.

“Contingent Liabilities” shall mean, with respect to any Person as of any date of determination, all of the following as of such date: (a) liabilities and obligations (including any Guarantees) of such Person in respect of “off-balance sheet arrangements” (as defined in the Off-

Balance Sheet Rules defined below), (b) obligations, including Guarantees, whether or not required to be disclosed in the footnotes to such Person’s financial statements, guaranteeing in whole or in part any Non-Recourse Indebtedness, lease, dividend or other obligation, excluding, however, (i) contractual indemnities (including any indemnity or price-adjustment provision relating to the purchase or sale of securities or other assets), (ii) guarantees of non-monetary obligations which have not yet been called on or quantified, of such Person or any other Person and (iii) reasonable and customary “bad boy” acts agreed to by such person (as a guarantor thereunder) in connection with a mortgage loan or mezzanine loan transaction, and (c) forward commitments or obligations to fund or provide proceeds with respect to any loan or other financing which is obligatory and non-discretionary on the part of the lender. The amount of any Contingent Liabilities described in the preceding clause (b) shall be deemed to be (i) with respect to a guarantee of interest or interest and principal, or operating income guarantee, the sum of all payments required to be made thereunder (which, in the case of an operating income guarantee, shall be deemed to be equal to the debt service for the note secured thereby), through (x) in the case of an interest or interest and principal guarantee, the stated date of maturity of the obligation (and commencing on the date interest could first be payable thereunder), or (y) in the case of an operating income guarantee, the date through which such guarantee will remain in effect, and

(ii) with respect to all guarantees not covered by the preceding clause (i), an amount equal to the stated or determinable amount of the primary obligation in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and in the footnotes to the most recent financial statements of such Person. “Off-Balance Sheet Rules” shall mean the Disclosure in Management’s Discussion and Analysis About Off- Balance Sheet Arrangements and Aggregate Contractual Obligations, Securities Act Release Nos. 33-8182; 34-47264; FR-67 International Series Release No. 1266 File No. S7-42-02, 68

Fed. Reg. 5982 (Feb. 5, 2003) (codified of 17 CFR Parts 228, 229 and 249).

“Control” shall mean, with respect to any Person, the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, the ability to exercise voting power, by contract or otherwise. “Controlling,” “Controlled” and “under common Control” have correlative meanings.

“Covenant Compliance Certificate” shall mean an officer’s certificate from Borrower substantially in the form of Exhibit IV attached hereto.

“Covered Taxes” shall mean (a) any Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient under the Loan Documents excluding Excluded Taxes and (b) to the extent not otherwise described in (a), Other Taxes.

“Custodial Agreement” shall mean the Custodial Agreement, dated as of the date hereof, by and among Custodian, Borrower and Class A Lender, as the same may be amended, modified and/or restated from time to time, and/or any replacement agreement.

“Custodial Delivery” shall mean compliance by Borrower with the delivery obligations set forth in Section 2.01 of the Custodial Agreement.

“Custodian” shall mean Computershare Trust Company, N.A., or any successor custodian approved by Class A Lender in its sole discretion.

“Cut-Off Date” shall have the meaning specified in Article 32(d).

“Default” shall mean any event which, with the giving of notice, the passage of time, or both, would constitute an Event of Default.

“Default Rate” shall mean 5% per annum in excess of the interest rate otherwise applicable to the Loan; provided that, if the foregoing would result in an interest rate in excess of

the maximum rate permitted by applicable law, the Default Rate shall be limited to the maximum rate permitted by applicable law.

“Delaware LLC Act” shall mean Chapter 18 of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended.

“Determination Date” shall mean, with respect to any Interest Accrual Period, (x) if the Loan is a SOFR Loan, the Periodic Term SOFR Determination Day for such Interest Accrual Period, (y) if the Loan is a Prime Rate Loan, the date that is two (2) Business Days prior to the commencement date of such Interest Accrual Period and (z) if the Loan is an Alternate Rate Loan, the date and time determined by Class A Lender in accordance with the definition of “Conforming Changes.”

“Dividing LLC” shall mean a Delaware limited liability company that is effecting a Division pursuant to and in accordance with Section 18-217 of the Delaware LLC Act.

“Division” shall mean (a) the division of a Dividing LLC into two or more domestic limited liability companies (whether or not the original Dividing LLC survives such division) or

(b) the creation, or reorganization into, one or more series, in each case, as contemplated under the laws of the State of Delaware, including without limitation Section 18-217 of the Delaware LLC Act.

“Dollars” and “$” shall mean freely transferable lawful money of the United States of America.

“Equity Interests” shall mean, with respect to any Person, the legal and beneficial interests in shares of capital stock, partnership interests, membership interests, beneficial interests, trust certificates or other equity ownership interests in such Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest from such Person.

“Equity Pledgor” shall mean CMFT RE Lending Sub CBSQ Holdco, LLC, a Delaware limited liability company.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder. Section references to ERISA are to ERISA, as in effect at the date of this Agreement and, as of the relevant date, any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” shall mean any corporation or trade or business that is a member of any group of organizations (i) described in Section 414(b) or (c) of the Internal Revenue Code of which Borrower is a member and (ii) solely for purposes of potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Internal Revenue Code and any lien imposed under Section 302(f) of ERISA or Section 412(n) of the Internal Revenue Code, described in Section 414(m) or (o) of the Internal Revenue Code of which Borrower is a member.

“Event of Default” shall have the meaning specified in Article 13(a).

“Exchange Act” shall mean the Securities and Exchange Act of 1934, as amended.

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a

Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) any and all withholding Taxes imposed by the laws of the United

States of America that are in effect (x) as of the date of this Agreement, (y) as of the date when the Recipient becomes a transferee, assignee or participant pursuant to Article 18(b) or (z) such Recipient changes its lending office, except, in each case under this clause (b), to the extent the relevant transferor, assignor or Lender (including participating Lender) was entitled to receive additional amounts hereunder, including under Article 5(i), (c) any Taxes attributable to such Recipient’s or any assignee’s of the Recipient failure to comply with Article 5(i)(v) or Article 18(f), and (d) any U.S. federal withholding Taxes imposed under FATCA.

“FATCA” shall mean Internal Revenue Code sections 1471 through 1474, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to section 1471(b)(1) of the Internal Revenue Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention entered into in connection with the implementation of such sections of the Internal Revenue Code.

“FDIA” shall have the meaning specified in Article 21(a). “FDICIA” shall have the meaning specified in Article 21(b).

“Federal Reserve Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Filings” shall have the meaning specified in Article 6(c).

“Foreclosure Event” shall mean that an Underlying Mortgaged Property (or any portion thereof) is acquired by foreclosure, deed in lieu of foreclosure, or otherwise.

“GAAP” shall mean United States generally accepted accounting principles consistently applied as in effect from time to time.

“Governmental Authority” shall mean any national or federal government, any state, regional, local or other political subdivision thereof with jurisdiction and any Person with jurisdiction exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any applicable supra national bodies such as the European Union or the European Central Bank).

“Guarantee” shall mean, with respect to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, or to take-or-pay or otherwise); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee of a Person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which the Guarantee is made and (b) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation or maximum amount for which such Person may be liable is not stated or determinable, in which case the amount of such Guarantee shall be such Person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith in accordance with GAAP. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.

“Guarantor” shall mean CIM Real Estate Finance Trust, Inc., a Maryland corporation.

“Guaranty” shall mean the Guaranty, dated as of the date hereof, from Guarantor in favor

of Lender, as same may be amended, modified and/or restated from time to time.

“Income” shall mean all monies collected by Borrower from or in respect of the Underlying Loan, including without limitation, payments of interest, principal, repayment, rental or other income, insurance and liquidation proceeds, plus all proceeds from sale or other disposition of the Underlying Loan, but excluding all related escrow and reserve payments and all expense reimbursement payments, which shall be applied pursuant to the Underlying Loan Agreement. For the avoidance of doubt, Income shall not include (i) origination fees and expense deposits paid in connection with the origination and closing of the Underlying Whole Loan or (ii) if any servicer of the Underlying Whole Loan has the right to deduct fees or other amounts from such amounts collected by such servicer in connection with the servicing of the Underlying Whole Loan, the amount of such fees and amounts.

“Indebtedness” shall mean, with respect to any Person on any date, all of the following on such date, whether or not included as indebtedness or liabilities in accordance with GAAP determined without duplication:

(i)obligations in respect of money borrowed (including principal, interest, assumption fees, prepayment fees, yield maintenance charges, penalties, exit fees, contingent interest and other monetary obligations whether choate or inchoate and whether by loan, the issuance and sale of debt securities or the sale of property or assets to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets, or otherwise);

(ii)obligations, whether or not for money borrowed (A) represented by notes payable, letters of credit or drafts accepted, in each case representing extensions of credit, (B) evidenced by bonds, debentures, notes or similar instruments, (C) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered, or (D) in connection with the issuance of preferred equity or trust preferred securities;

(iii)Capitalized Lease Obligations;

(iv)Intentionally omitted;

(v)Off-Balance Sheet Obligations;

(vi)obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any mandatory redeemable stock issued by such Person or any other Person (inclusive of forward equity contracts), valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(vii)as applicable, all obligations of such Person (but not the obligation of others) in respect of any keep well arrangements, credit enhancements, contingent or future funding obligations, purchase obligations, repurchase obligations, sale/buy-back agreements, takeout commitments or forward equity commitments, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of equity interests (other than mandatory redeemable stock));

(viii) all recourse indebtedness and all indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (other than pursuant to any guarantee of customary non-recourse exceptions, but only to the extent they are contingent);

(ix)all indebtedness of another Person secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien (other than Liens permitted hereunder) on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment obligation; provided that, if such Person has not assumed or become liable for the payment of

such indebtedness, then for the purposes of this definition the amount of such indebtedness shall not exceed the market value of the property subject to such Lien;

(x)all Contingent Liabilities;

(xi)all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person or obligations of such Person to pay the deferred purchase or acquisition price of property or assets, including contracts for the deferred purchase price of property or assets that include the procurement of services;

(xii)indebtedness of general partnerships for which such Person is liable as a general partner (whether secondarily or contingently liable or otherwise); and

(xiii) obligations to fund capital commitments under any articles or certificate of incorporation or formation, by-laws, partnership, limited liability company, operating or trust agreement and/or other organizational, charter or governing documents, subscription agreement or otherwise.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

“Indemnified Amounts” and “Indemnified Parties” shall each have the meaning specified in Article 25(a).

“Independent Member” shall mean a natural Person who:

(a)is not at the time of initial appointment and has never been, and will not while serving as Independent Member be: (i) a stockholder, director, officer, employee, partner, member (other than a “special member” or “springing member”), manager (with the exception of serving as the Independent Member of Borrower or any Affiliate thereof), attorney or counsel of any Borrower Party or any Affiliate or equity owner of any Borrower Party; (ii) a customer, supplier or other Person who derives any of its purchases or revenues (other than any revenue derived from serving as the Independent Member of such party) from its activities with any Borrower Party, or any Affiliate or equity owner of any Borrower Party; (iii) a Person Controlled, Controlling or under common Control with any such stockholder, director, officer, employee, partner, member, manager, attorney, counsel, equity owner, customer, supplier or other Person of any Borrower Party or any Affiliate or equity owner of any Borrower Party; or

(iv) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, manager, attorney, counsel, equity owner, customer, supplier or other Person of any Borrower Party or any Affiliate or equity owner of any Borrower Party; and

(b)has (i) prior experience as an independent director or independent member for a corporation, a trust or limited liability company whose charter documents required the unanimous consent of all independent directors or independent members thereof before such corporation, trust or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Corporate Research, Ltd., National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Company, Universal Registered Agents or Puglisi & Associates, or if none of these companies is then providing professional independent directors, another nationally recognized company reasonably acceptable to Class A Lender, that is not an Affiliate of Borrower and that provides, inter alia, professional independent directors or independent members in the ordinary course of their respective business to issuers of securitization or structured finance instruments, agreements or securities or lenders originating

commercial real estate loans for inclusion in securitization or structured finance instruments, agreements or securities (a “Professional Independent Member”) and is an employee of such a company or companies at all times during his or her service as an Independent Member.

A natural Person who satisfies the foregoing definition except for being (or having been) the independent director or independent member of a “special purpose entity” that is an Affiliate of any Borrower Party shall not be disqualified from serving as an Independent Member, provided that such natural Person satisfies all other criteria set forth above and that the fees such individual earns from serving as independent director or independent member of Affiliates of Borrower or in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. A natural person who satisfies the foregoing definition other than subparagraph (a)(ii) shall not be disqualified from serving as an Independent Member if such individual is a Professional Independent Member and such individual complies with the requirements of the previous sentence. For purposes of this paragraph, a “special purpose entity” is an entity whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to the provisions of Article 12 hereof.

“Initial Lenders” shall mean Bank of America, N.A., Morgan Stanley Bank, N.A., Barclays Bank PLC and Société Générale.

“Insolvency Laws” shall mean the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, dissolution, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments and similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“Insolvency Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et. seq.) or any other insolvency, liquidation, reorganization or other similar proceeding concerning any Borrower Party, any action for the dissolution of any Borrower Party, any proceeding (judicial or otherwise) concerning the application of the assets of any Borrower Party, for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of a trustee, receiver or other similar custodian for all or any substantial part of the assets of any Borrower Party or any other action concerning the adjustment of the debts of any Borrower Party, the cessation of business by any Borrower Party.

“Interest Accrual Period” shall mean each period from and including the 15th day of a calendar month through and including the 14th day of the immediately succeeding calendar month or if the “Interest Accrual Period” set forth in the Underlying Loan Documents is modified, such period set forth in the Underlying Loan Documents. Notwithstanding the foregoing, the first Interest Accrual Period shall commence on and include the date hereof.

“Interest Rate” shall mean the rate at which the outstanding principal amount of the Loan bears interest from time to time in accordance with Article 3(d)(ii) hereof.

“Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute, and the regulations promulgated and rulings issued thereunder.

“IRS” shall mean the United States Internal Revenue Service.

“Knowledge” shall mean, whenever in this Agreement or any of the Loan Documents, or in any document or certificate executed on behalf of any Borrower Party pursuant to the Loan Documents, reference is made to the knowledge of any such Borrower Party (whether by use of the words “Knowledge”, “Know” or “Knowingly”), unless otherwise expressly specified, same shall mean (a) the actual knowledge of the Chief Executive Officer, Chief Financial Officer or Head of Portfolio Oversight of Borrower or Guarantor or (b) with respect to any representations, warranties, certifications or statements with respect to the Underlying Loan, the actual

knowledge of those individual employees of Guarantor, Borrower or Manager having the title of Vice President or above who have responsibility for the acquisition, underwriting, servicing or sale of such Underlying Loan.

“Lender” shall have the meaning specified in the introductory paragraph hereof.

“Lender’s Share of the Underlying Loan Principal Payment” shall mean the product of (1) the amount of any Principal Payment of the Underlying Loan multiplied by (2) the ratio of the outstanding principal amount of the Class A Loan to the outstanding principal amount of the Underlying Loan.

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any financing lease having substantially the same economic effect as any of the foregoing), and the filing of any financing statement under the UCC or comparable law of any jurisdiction in respect of any of the foregoing.

“Loan” shall have the meaning specified in Article 1. “Loan Amount” shall mean $80,000,000.00.

“Loan Documents” shall mean, collectively, this Agreement, the Note, the Guaranty, the Pledge Agreement, the Custodial Agreement, the Account Control Agreement, and assignment documentation executed pursuant to this Agreement in connection with the Loan, all other documents executed in connection with this Agreement or the Loan and all exhibits, annexes, schedules and other attachments to any of the foregoing, in each case, as such document may be amended, modified and/or restated from time to time.

“Manager” shall mean CIM Real Estate Finance Management, LLC, a Delaware limited liability company.

“Mandatory Prepayment Event” shall mean:

(a)the Underlying Loan is subject to a breach of a representation and warranty set forth on Exhibit V attached hereto in any material respect as determined by Class A Lender in its sole discretion;

(b)the complete Underlying Loan File has not been delivered to the Custodian in accordance with the terms of the Custodial Agreement, unless such occurrence is the result of Lender or its Affiliates or agents failing to deliver the Underlying Loan File to the Custodian;

(c)Borrower causes any portion of the Underlying Loan File to be released from the possession of the Custodian under the Custodial Agreement for a period in excess of the time period permitted under the Custodial Agreement;

(d)an Underlying Loan Event of Default occurs and is continuing; provided, however, an Underlying Loan Event of Default shall not constitute a Mandatory Prepayment Event under this clause (d) if (i) the administrative agent under the Underlying Loan Agreement is Class A Lender, an Affiliate of Class A Lender or any other lender comprising the Initial Lenders or any Affiliate thereof (or any other Person approved by Class A Lender), (ii) a Foreclosure Event has not occurred and (iii) Class A Lender receives accrued and unpaid interest in a timely manner when due and payable hereunder;

(e)an Underlying Loan Event of Default occurs and is continuing; provided, however, an Underlying Loan Event of Default shall not constitute a Mandatory Prepayment Event under

this clause (e) if (i) the Class A Lender or any Affiliate of the Class A Lender is removed for cause as administrative agent under the Underlying Loan Agreement and is replaced by a Person other than any other lender comprising the Initial Lenders or any Affiliate thereof, (ii) a Foreclosure Event has not occurred and (iii) Class A Lender receives accrued and unpaid interest in a timely manner when due and payable hereunder; or

(f)an Underlying Loan Event of Default occurs and is continuing; provided, however, an Underlying Loan Event of Default shall not constitute a Mandatory Prepayment Event under this clause (f) if (i) the Class A Lender, an Affiliate of the Class A Lender or any other lender comprising the Initial Lenders or any Affiliate thereof is not administrative agent under the Underlying Loan Agreement and the successor administrative agent under the Underlying Loan Agreement is a Person that has not been approved by Class A Lender and (ii) a Foreclosure Event has not occurred, subject to the requirements in Article 3(d)(i)(B).

“Material Adverse Effect” shall mean a material adverse effect on (a) the financial condition or results of operations (or prospects) of the Borrower, (b) the ability of any Borrower Party to perform its obligations under any of the Loan Documents to which it is a party, (c) the validity or enforceability of any of the Loan Documents or (d) the rights and remedies of Class A Lender under any of the Loan Documents.

“Maturity Date” shall mean the day that is the earliest of (i) the “Maturity Date” (as defined in the Underlying Whole Loan Documents and as same may be extended pursuant to any extension option of the Underlying Mortgagor in accordance with the Underlying Whole Loan Documents, or as otherwise approved by Class A Lender); provided, however, this clause (i) shall not apply if an Underlying Loan Event of Default has occurred and is continuing; (ii) any Accelerated Maturity Date; (iii) any Prepayment Date; and (iv) any Mandatory Prepayment Event.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Monthly Payment Date” shall mean the thirteenth (13th) calendar day of each month, or the immediately succeeding Business Day, if such calendar day shall not be a Business Day, or such other day as is mutually agreed to in writing by Borrower and Class A Lender.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 3(37) of ERISA to which contributions have been, or were required to have been, made by Borrower or any ERISA Affiliate and that is covered by Title IV of ERISA.

“Non-Recourse Indebtedness” shall mean Indebtedness of a Person for borrowed money in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, Act of Insolvency, non-approved transfers or other events) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness or to a special purpose vehicle subsidiary of such Person whose only assets are such specific assets (solely to the extent that such special purpose vehicle is not subject to a substantive consolidation with such Person).

“Non-U.S. Person” shall have the meaning specified in Article 5(i)(v).

“Note” shall mean (i) that certain Promissory Note (Note A), dated as of the date hereof, in the principal amount of $75,000,000.00, made by Borrower in favor of the Class A Lender, as the same may be amended, modified and/or restated from time to time, and/or any replacement note and (ii) that certain Promissory Note (Note B), dated as of the date hereof, in the principal

amount of $5,000,000.00, made by Borrower in favor of the Subordinated Lender, as the same may be amended, modified and/or restated from time to time, and/or any replacement note.

“Obligations” shall mean the unpaid principal amount of, and interest on, the Loan, and all other obligations and liabilities of Borrower to Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of or in connection with this Agreement, the Note, and any other Loan Document (but excluding the Underlying Loan Documents) made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all reasonable fees and disbursements of counsel to Class A Lender that are required to be paid by Borrower pursuant to the terms hereof or thereof) or otherwise. For purposes hereof, “interest” shall include, without limitation, interest accruing after the maturity of the Loan and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding.

“OFAC” shall mean the Office of Foreign Assets Control of the U.S. Department of the Treasury and the U.S. Department of State.

“Off-Balance Sheet Obligations” shall mean, with respect to any Person on any date, to the extent not included as a liability on the balance sheet of such Person, all of the following with respect to such Person as of such date: (a) monetary obligations under any financing lease or so- called “synthetic,” tax retention or off-balance sheet lease transaction which, upon the application of any Insolvency Laws, would be characterized as Indebtedness, (b) monetary obligations under any sale and leaseback transaction which does not create a liability on the balance sheet of such Person, or (c) any other monetary obligation arising with respect to any other transaction which (i) is characterized as Indebtedness for tax purposes but not for accounting purposes, or (ii) is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (for purposes of this clause (c), any transaction structured to provide tax deductibility as interest expense of any dividend, coupon or other periodic payment will be deemed to be the functional equivalent of a borrowing).

“Other Connection Taxes” shall mean Taxes imposed on any Recipient as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” shall have the meaning specified in Article 5(i)(ii). “Participant Register” shall have the meaning specified in Article 18(e).

“Patriot Act” shall mean, collectively, (i) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT ACT) of 2001, as the same was restored and amended by Uniting and Strengthening America by Fulfilling Rights and Ensuring Effective Discipline Over Monitoring Act (USA FREEDOM Act) of 2015, (ii) all statutes, orders, rules and regulations of the United States government and its various executive departments, agencies and offices related to applicable anti-money laundering laws, rules and regulations and (iii) any amendment, extension, replacement or other modification of any of the foregoing from time to time and any corresponding provisions of future laws.

“Periodic Term SOFR Determination Day” shall have the meaning set forth in the definition of “Term SOFR.”

“Permitted Debt” shall mean (a) obligations under the Loan Documents, (b) obligations under the documents evidencing the Underlying Loan, and (c) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Underlying Loan; provided, however, that any such trade payables incurred by Borrower shall be paid within ninety (90) days of the date incurred.

“Permitted Encumbrances” shall mean (a) such liens, easements, rights and encumbrances as are permitted by the Underlying Whole Loan Documents and (b) Liens granted pursuant to the Loan Documents.

“Person” shall mean an individual, corporation, limited liability company, business trust, partnership, joint tenant or tenant-in-common, trust, joint stock company, joint venture, unincorporated organization, or any other entity of whatever nature, or a Governmental Authority.

“Plan” shall mean an employee benefit plan (as defined in Section 3(3) of ERISA) established or maintained by Borrower or any ERISA Affiliate during the five year period ended prior to the date of this Agreement or to which Borrower or any ERISA Affiliate makes, is obligated to make or has, within the five year period ended prior to the date of this Agreement, been required to make contributions and that is covered by Title IV of ERISA or Section 302 of ERISA or Section 412 of the Internal Revenue Code, other than a Multiemployer Plan.

“Plan Assets Regulation” shall mean U.S. Department of Labor regulations 29 C.F.R. Section 2510.3 101, as modified by Section 3(42) of ERISA.

“Pledge Agreement” shall mean that certain Pledge and Security Agreement, dated as of the date hereof, by Equity Pledgor, as pledgor, in favor of Class A Lender, as pledgee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Pledged Collateral” has the meaning specified in the Pledge Agreement. “Prepayment Date” shall have the meaning specified in Article 3(c).

“Prime Index Rate” shall mean, with respect to each Interest Accrual Period, the annual rate of interest published in The Wall Street Journal from time to time as the “Prime rate” for the

U.S. on the related Determination Date. If The Wall Street Journal ceases to publish the “Prime rate,” the Lender shall select an equivalent publication that publishes such “Prime rate,” and if such “Prime rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index. Notwithstanding the foregoing, in no event shall the Prime Index Rate be less than zero percent.

“Prime Rate” shall mean, (i) with respect to the Class A Component, with respect to each Interest Accrual Period, the per annum rate of interest equal to the Prime Index Rate plus the Prime Rate Spread; provided, however, that the Prime Rate shall not be less than the Spread and

(ii) with respect to the Class B Component, zero percent (0%).

“Prime Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest equal to the Prime Rate.

“Prime Rate Spread” shall mean the difference (expressed as the number of basis points) between (a) the Term SOFR Reference Rate (or the Unadjusted Alternate Index Rate, as applicable) plus the Spread on the date Term SOFR Reference Rate (or the Unadjusted Alternate Index Rate, as applicable) was last applicable to the Loan and (b) the Prime Index Rate on the

date that Term SOFR Reference Rate (or the Unadjusted Alternate Index Rate, as applicable) was last applicable to the Loan.

“Principal Payment” shall mean, with respect to the Underlying Whole Loan, any payment or prepayment of principal received as, or applied to, a payment or prepayment of principal in respect thereof.

“Prohibited Transferee” shall mean any of the Persons listed on Exhibit VI attached

hereto.

“Recipient” shall mean (a) any Lender or (b) any Person treated as (1) a Lender pursuant

to an assignment, participation or transfer under Article 18 or (2) the owner of such participation pursuant to Article 18(e).

“Register” shall have the meaning specified in Article 18(d).

“Relevant Governmental Body” shall mean the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Representatives” shall have the meaning specified in Article 28(j).

“Requirement of Law” shall mean, as of any date, any applicable law, treaty, rule, regulation, code, directive, policy, order or requirement or determination of an arbitrator or a court or other Governmental Authority whether now or hereafter enacted or in effect.

“Rule” shall mean the final rule that was promulgated to implement Regulation RR (17 C.F.R. Part 246), as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Department of Treasury, the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Securities and Exchange Commission and the Department of Housing and Urban Development in the adopting release (79 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time.

“Sanctioned Jurisdiction” shall mean, at any time, a country or territory that is, or whose government is, the subject of comprehensive, territorial-based Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea Donetsk People’s Republic, or Luhansk People’s Republic regions of Ukraine).

“Sanctioned Person” shall mean, at any time, (i) any Person listed in any Sanctions related list imposing an asset freeze maintained by any Sanctions Authority, (ii) any Person located, organized or resident in a Sanctioned Jurisdiction and/or (iii) any other subject of Sanctions (including, without limitation, any Person Controlled or 50% or more owned (in each case, directly and/or indirectly and in the aggregate) by (or acting for, on behalf of or at the direction of) any Person or Persons described in subsections (i) and/or (ii) of this definition).

“Sanctions” shall mean economic, trade and/or financial sanction, requirements and/or embargoes, in each case, imposed, administered and/or enforced from time to time by any Sanctions Authority.

“Sanctions Authority” shall mean the United States (including, without limitation, OFAC) and any other relevant sanctions authority.

“SEC” shall have the meaning specified in Article 22(a). “Securities Act” shall mean the Securities Act of 1933, as amended.

“Servicing Records” shall have the meaning specified in Article 27(c).

“Servicing Rights” shall mean rights of any Person, to administer, service or subservice the Underlying Whole Loan or to possess related Servicing Records.

“Settlement Agent” shall mean a nationally recognized title company, escrow company or law firm, as applicable, in accordance with local law and practice, which is approved by Class A Lender in its sole and absolute discretion.

“Significant Modification” shall mean any approval, disapproval or consent by Borrower in connection with a “Unanimous Decision” (as defined in the Underlying Loan Agreement).

“SIPA” shall have the meaning specified in Article 22(a).

“SOFR” shall mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest equal to the SOFR Rate.

“SOFR Rate” shall mean, (i) with respect to the Class A Component, the sum of (a) Term SOFR applicable to such Interest Accrual Period and (b) the Spread and (ii) with respect to the Class B Component, zero percent (0%).

“Spread” shall mean 130 basis points (1.30%).

“Subordinated Lender” shall have the meaning specified in the introductory paragraph hereof.

“Subsidiary” shall mean, as to any Person, a corporation, partnership, limited liability company or other entity of which at least a majority of the shares of stock or other ownership interests having by the terms thereof ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Borrower.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” shall mean, with respect to each Interest Accrual Period, the Term SOFR Reference Rate for a one-month period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Accrual Period as such rate is published by the Term SOFR Administrator; provided, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR

Determination Day the Term SOFR Reference Rate for a one-month period has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for a one-month period as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for a one-month period was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day. Notwithstanding the foregoing, in no event will Term SOFR be deemed to be less than zero.

“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Class A Lender in its reasonable discretion).

“Term SOFR Reference Rate” shall mean the one-month forward-looking term rate based on SOFR, currently identified on the CME Group’s website at https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html or any successor source.

“Transfer” shall mean, with respect to any Person, any sale or other whole or partial conveyance of all or any portion of such Person’s assets, or any direct or indirect interest therein to a third party (other than in connection with the transfer of the Underlying Loan to Class A Lender in accordance herewith), including the granting of any purchase options, rights of first refusal, rights of first offer or similar rights in respect of any portion of such assets or the subjecting of any portion of such assets to restrictions on transfer.

“UCC” shall have the meaning specified in Article 6(c).

“UCC Filing Jurisdiction” shall mean, with respect to Borrower, the State of Delaware.

“UCC Financing Statement” shall have the meaning specified in Article 3(b)(i)(I).

“Unadjusted Alternate Index Rate” means the Alternate Index Rate excluding the

Alternate Rate Spread Adjustment.

“Underlying Loan” shall mean Borrower’s pari passu interest in the Underlying Whole Loan, evidenced by the Underlying Mortgage Note, which pari passu interest was sold by Class A Lender or an Affiliate of Class A Lender to Borrower in connection with this Agreement, including to the extent related to such interest, all of Borrower’s right, title and interest in and to, (i) the Underlying Loan Documents, (ii) the Servicing Rights, (iii) intentionally omitted, (iv) the Servicing Records, (v) any mortgage guaranties, mortgage insurance, insurance policies, insurance certificates, insurance claims, insurance proceeds, collection and escrow accounts, letters of credit, forward trades and take out commitments, (vi) the principal balance of the Underlying Loan, (vii) Income, (viii) any indemnities, warranties or other credit support or enhancement, (ix) any related pledged collateral and (x) all supporting obligations of any kind.

“Underlying Loan Agreement” shall mean the “Loan Agreement” (as defined in the Underlying Mortgage Note).

“Underlying Loan Documents” shall mean the Underlying Mortgage Note, together with Borrower’s pari passu interest in the other Underlying Whole Loan Documents.

“Underlying Loan Event of Default” shall mean an “Event of Default” (or any similar term) as defined in the Underlying Whole Loan Documents for the Underlying Whole Loan.

“Underlying Loan File” shall mean the documents specified as the “Underlying Loan File” with respect to the Underlying Loan in the Custodial Agreement, together with any

additional documents and information required to be delivered to Class A Lender or its designee (including the Custodian) pursuant to this Agreement and/or the Custodial Agreement.

“Underlying Loan Items” shall mean all of Borrower’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located:

(a)the Underlying Loan;

(b)all proceeds relating to the sale, securitization, liquidation, or other disposition of the Underlying Loan;

(c)all “general intangibles”, “accounts”, “chattel paper”, “investment property”, “instruments”, “securities accounts” and “deposit accounts”, each as defined in the UCC, relating to or constituting any and all of the foregoing; and

(d)all replacements, substitutions or distributions on or proceeds, payments, Income and profits of, and records (but excluding any financial models or other proprietary information) and files relating to any and all of any of the foregoing.

“Underlying Mortgage” shall mean, individually or collectively, as the context may require, the mortgage, deed of trust, deed to secure debt or other instrument, creating a valid and enforceable first Lien on or a first priority ownership interest in (subject to Permitted Encumbrances) an estate in fee simple in real property and the improvements thereon or a ground lease, securing, among other things, the Underlying Mortgage Note.

“Underlying Mortgage Note” shall mean, individually or collectively, as the context may require, a note or other evidence of indebtedness of Underlying Mortgagor evidencing the Underlying Loan and secured by the Underlying Mortgage.

“Underlying Mortgaged Property” shall mean, individually or collectively, as the context may require, the mortgaged property securing the Underlying Loan.

“Underlying Mortgagor” shall mean, individually or collectively, as the context may require, the obligor on the Underlying Mortgage Note and the grantor of the related Underlying Mortgage.

“Underlying Whole Loan” shall mean the underlying first priority commercial mortgage loan secured by the Underlying Mortgage.

“Underlying Whole Loan Documents” shall mean the documents that evidence, secure, perfect and/or guaranty the Underlying Whole Loan.

“U.S. Government Securities Business Day” shall mean any day except for (a) a Saturday, (b) a Sunday, or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” shall mean any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Article 5(i)(v)(B)(3). “Volcker Rule” shall have the meaning specified in Article 9(x).

The terms defined in this Agreement have the meanings assigned to them in this Agreement 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 Agreement unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” 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. References to “good faith” in this Agreement shall mean “honesty in fact in the conduct or transaction concerned”. In addition, whenever Class A Lender has a decision or right of determination, opinion or request, exercises any right given to it to agree, disagree, accept, consent, grant waivers, take action or no action or to approve or disapprove (or any similar language or terms), or any arrangement or term is to be satisfactory or acceptable to or approved by Class A Lender (or any similar language or terms), the decision of Class A Lender with respect thereto shall be subject in all cases to the implied covenant of good faith and fair dealing.

ARTICLE 3

LOAN; TERMINATION; FEES

(a)Loan. On the date hereof, Lender shall make the Loan to Borrower. Upon the satisfaction of all conditions set forth in Article 3(b) for the Loan, the Underlying Loan shall be transferred to the Custodian as specified in Article 7. This Agreement shall be conclusive evidence of the terms of the Loan. Amounts borrowed pursuant to the Loan may not be re- borrowed by Borrower. The Loan shall be evidenced by the Note. Lender shall have the right to have the Note subdivided, by exchange for promissory notes of lesser denominations or otherwise, as determined by Class A Lender; provided that, subject to Article 18, no such subdivision or bifurcation of the Note shall change the obligations of Borrower under the Loan Documents, provided, further, that the subdivision or bifurcation of the Note shall not alone constitute a change in the obligations of Borrower for purposes of the foregoing.

(b)Conditions Precedent to the Loan. Lender’s agreement to enter into the Loan is subject to the satisfaction, immediately prior to or concurrently with the making of the Loan, of the following conditions precedent:

(i)Delivery of Documents.    The following documents, shall have been delivered to Class A Lender:

(A)this Agreement, duly completed and executed by each of the parties hereto;

(B)the Note, duly completed and executed by Borrower;

(C)the Custodial Agreement, duly completed and executed by each of the parties thereto;

(D)the Account Control Agreement, duly completed and executed by each of the parties thereto;

(E)the Guaranty, duly completed and executed by each of the parties thereto;

(F)the Pledge Agreement, duly completed and executed by each of the parties thereto;

(G)any and all consents and waivers applicable to Borrower;

(H)a power of attorney from Borrower substantially in the form of Exhibit III-A hereto, duly completed and executed and a power of attorney from Equity Pledgor substantially in the form of Exhibit III-B hereto, duly completed and executed;

(I)a UCC financing statement for filing in the UCC Filing Jurisdiction of Borrower, naming Borrower as “Debtor” and Lender as “Secured Party” and describing as “Collateral” “all assets of the debtor whether now owned or existing or hereafter acquired or arising and wheresoever located, including all accessions thereto and products and proceeds thereof” (the “UCC Financing Statement”), together with any other documents necessary or reasonably requested by Class A Lender to perfect the security interests granted by Borrower in favor of Lender under this Agreement or any other Loan Document;

(J)a UCC financing statement for filing with the Delaware Secretary of State naming the Equity Pledgor as “Debtor” and Class A Lender as “Secured Party” and describing as “Collateral” all of the items set forth in the definition of “Pledged Collateral” (as defined in the Pledge Agreement);

(K)opinions of outside counsel to the Borrower Parties reasonably acceptable to Class A Lender (including, but not limited to, those relating to enforceability, corporate matters and security interests).

(L)for each of the Borrower Parties, good standing certificates, certified copies of organizational documents and certified copies of resolutions (or similar authority documents) with respect to the execution, delivery and performance of the Loan Documents and each other document to be delivered by the Borrower Parties from time to time in connection herewith; and

(M)all such other and further documents and documentation as Class A Lender in its discretion shall reasonably require.

(ii)Intentionally Omitted.

(iii)Custodial Delivery. Borrower and/or Lender shall have delivered to Custodian (or a bailee pursuant to a bailee agreement), in accordance with the Custodial Agreement, the Custodial Delivery and the Underlying Loan File with respect to the Underlying Loan.

(iv)No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing under any Loan Document.

(v)No Material Adverse Effect. No event shall have occurred which has, or could reasonably be expected to have, a Material Adverse Effect.

(vi)Representations and Warranties. The representations and warranties made by Borrower in Article 9 shall be true, correct and complete in all material respects on and as of the date hereof for the pending Loan in all respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

(vii)No Change in Law. Lender shall not have determined that the introduction of or a change in any Requirement of Law or in the interpretation or administration of any Requirement of Law has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Lender to enter into the Loan.

(viii)Security Interest. Borrower shall have taken such other action as is necessary or, in the reasonable opinion of Class A Lender, desirable in order to perfect all security interests granted under this Agreement or any other Loan Document in favor of Lender as secured party under the UCC with respect to the Underlying Loan.

(ix)Other Documents. Lender shall have received all such other and further documents, documentation and legal opinions as Class A Lender in its reasonable discretion shall require including, but not limited to, endorsements in blank of the original Underlying Mortgage Note.

(c)Prepayment of the Loan. Borrower shall be entitled to prepay the Loan in whole or in part on demand on any Business Day prior to the Maturity Date (a “Prepayment Date”); provided, however, that:

(i)no later than five (5) Business Days prior to such Prepayment Date, Borrower notifies Class A Lender in writing of its intent to repay the Loan, setting forth the Prepayment Date;

(ii)no Event of Default shall have occurred and be continuing (or would occur following such repayment) as of the date notice is delivered pursuant to Article 3(c)(i) above or as of the applicable Prepayment Date, unless such Event of Default is cured by such repayment or the Loan is repaid in full;

(iii)on such Prepayment Date, Borrower pays to Lender an amount equal to the Obligations for the Loan and any other amounts then due and payable under this Agreement, including, without limitation, any amount payable pursuant to Article 3(e)(ii); and

(iv)such prepayment made pursuant to this clause (c) shall be applied first to the Class A Component, until reduced to zero, then to the Class B Component.

(d)Repayment of Loan; Interest.

(i)Repayment of Loan.

(A)Repayment in Full. Borrower hereby promises to repay in full on the Maturity Date the then aggregate outstanding principal amount of the Loan.

(B)Repayment in Part. If an Underlying Loan Event of Default occurs, then a Mandatory Prepayment Event pursuant to clause (f) of the definition thereof shall not be deemed to occur so long as (1) Class A Lender receives all accrued and unpaid interest in a timely manner when due and payable hereunder, (2) on the date that is ninety one (91) days following the occurrence of such Underlying Loan Event of Default, Borrower shall pay to Class A Lender an amount equal to five percent (5%) of the outstanding principal balance of the Class A Component as of such date, and (3) commencing on the six (6) month anniversary of the date that is ninety one (91) days following the occurrence of such Underlying Loan Event of Default, and on each succeeding six (6) month anniversary thereafter, Borrower shall pay to Class A Lender an amount equal to five percent (5%) of the then outstanding principal balance of the Class A Component, until reduced to zero.

(ii)Interest Rate.

(A)Interest Rate. Except as herein provided with respect to interest accruing at the Default Rate, subject to subsection (C) below, interest on the Note outstanding from time to time shall, subject to Article 3(d)(iii), accrue at the

SOFR Rate from (and including) the date hereof until (and including) the Maturity Date. Borrower shall pay to Lender on each Monthly Payment Date the interest accrued on the outstanding principal balance of the Loan for the related Interest Accrual Period.

(B)Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the relevant Interest Accrual Period for which such calculation is being made by (b) a daily rate based on the Interest Rate and a three hundred sixty (360) day year by (c) the outstanding principal balance of the Loan.

(C)Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein. Interest at the Default Rate shall be computed from the occurrence of the Event of Default until (i) in the event of an Event of Default that is non-monetary in nature, the cure of such Event of Default by Borrower or (ii) in the event of an Event of Default that is monetary in nature, the actual receipt and collection of the Obligations (or that portion thereof that is then due). This subsection (C) shall not be construed as an agreement or privilege to extend the date of the payment of the Obligations, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default, and Lender retains its rights under the Note and this Agreement to accelerate and to continue to demand payment of the Obligations during the continuance of any Event of Default.

(D)Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

(iii)Determination of Interest Rate.

(A)Interest Rate. The Interest Rate with respect to the Note shall be:

(A) the SOFR Rate with respect to the applicable Interest Accrual Period if the Loan is a SOFR Loan, (B) the Alternate Rate with respect to the applicable Interest Accrual Period if the Loan is an Alternate Rate Loan or (C) the Prime Rate with respect to the applicable Interest Accrual Period if the Loan is a Prime Rate Loan, in each case determined by Class A Lender as of the Determination Date.

(B)Benchmark Unavailability Period. During a Benchmark Unavailability Period, following Borrower’s receipt of notice of the commencement of such Benchmark Unavailability Period, the component of the Interest Rate based on Term SOFR (or the then-current Benchmark if the Loan is then an Alternate Rate Loan) shall be replaced, as of the first day of the next succeeding Interest Accrual Period and for the remainder of such Benchmark Unavailability Period, with the Prime Index Rate and the Loan shall be converted to a Prime Rate Loan bearing interest based on the Prime Rate in effect on each applicable Determination Date.

(C)Subject to the terms and conditions hereof, the Loan shall be either a SOFR Loan, a Prime Rate Loan or an Alternate Rate Loan, as applicable, and Borrower shall pay interest on the outstanding principal amount of the Loan at the SOFR Rate, the Prime Rate or at the Alternate Rate, as applicable, for the applicable Interest Accrual Period. Each determination by Class A Lender of the Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(e)Costs and Expenses. Upon written demand by Class A Lender, Borrower shall indemnify Class A Lender for any cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) actually incurred by Class A Lender as a consequence of (i) a failure by Borrower to prepay the Loan on the Prepayment Date after Borrower has given a notice in accordance with Article 3(c) of a Prepayment Date, (ii) any payment of the Obligations on any day other than a Monthly Payment Date (including, without limitation, such cost or expense arising from interest or fees payable by Borrower to lenders of funds obtained by it in order to effect or maintain the Loan net of all interest income Borrower may receive by redeploying the Loan Amount at the Alternate Rate or the Prime Rate from and after the date of such payment), and/or (iii) any conversion of the SOFR Loan to an Alternate Rate Loan or a Prime Rate Loan in accordance with Article 3(f) or Article 3(h) on any day other than a Determination Date.

(f)Effect of a Benchmark Transition Event.

(i)Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Periodic Term SOFR Determination Day (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Date) for any Interest Accrual Period, the Alternate Index Rate will replace the then current Benchmark for all purposes hereunder or under any Loan Document in respect of such determination and all determinations on all subsequent Periodic Term SOFR Determination Days (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Dates) (without any amendment to, or further action or consent of any other party to, this Agreement).

(ii)In connection with the use, administration, adoption, or implementation of an Alternate Index Rate, Class A Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of the Borrower or any other party to this Agreement or any other Loan Document.

(iii)Class A Lender will promptly notify Borrower of (A) any Benchmark Replacement Date, (B) the implementation of any Alternate Index Rate, (C) the effectiveness of any Conforming Changes, and/or (D) any Benchmark Unavailability Period. Any determination, decision or election that is made by Class A Lender pursuant to and in accordance with this Section, including any determination with respect to a rate or adjustment or of the occurrence or non-occurrence of a Benchmark Replacement Date

and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error.

(iv)Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert (A) a SOFR Loan to a Prime Rate Loan or an Alternate Rate Loan, (B) a Prime Rate Loan to a SOFR Loan or an Alternate Rate Loan or (C) an Alternate Rate Loan to a SOFR Loan or a Prime Rate Loan.

(g)Intentionally Omitted.

(h)Requirements of Law. (1) Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the date of this Agreement shall make it unlawful for Lender (A) to maintain or continue the Loan, then the Maturity Date shall occur for the Loan on the next Monthly Payment Date or on such earlier date as may be required by law, or (B) to accrue interest based on SOFR, then the Loan shall be converted automatically to an Alternate Rate Loan or a Prime Rate Loan on the next Determination Date or within such earlier period as required by law. If any termination or conversion of the Loan shall occur in accordance with subclause (B) of the preceding sentence, Borrower shall pay to Lender such amounts, if any, as may be required pursuant to Article 3(e)(ii) or (iii), respectively.

(2)If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority or compliance by Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority having jurisdiction over Lender made subsequent to the date hereof or any other Change in Law:

(A)shall subject any Recipient to any Taxes (other than (i) Covered Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (iii) Connection Income Taxes) with respect to the Loan Documents or the Loan, or change the basis of taxation of payments to Lender in respect thereof;

(B)shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Lender that is not otherwise included in the determination of Term SOFR (or the Prime Rate or the Alternate Index Rate, as applicable) hereunder; or

(C)shall impose on Lender any other condition;

and the result of any of the foregoing is to increase the cost to Lender or any other Recipient of making the Loan, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, then Borrower shall promptly pay Lender or any other Recipient, upon demand therefor, any additional amounts necessary to compensate Lender or any other Recipient for such increased cost or reduced amount receivable. This covenant shall survive the termination of this Agreement and the repayment by Borrower of the Loan.

(3)If Class A Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Lender or any corporation controlling Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof has the effect of reducing the rate of return on Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Lender or such corporation could

have achieved but for such adoption, change or compliance (taking into consideration Lender’s or such corporation’s policies with respect to capital adequacy), then Borrower shall promptly pay to Lender such additional amount or amounts as will compensate Lender for such reduction.

(4)If Lender becomes entitled to claim any amount pursuant to clauses (2) or

(3) above, Lender shall, within ten (10) Business Days after becoming aware that it is so entitled, notify Borrower in writing specifying the event by reason of which it has become so entitled and setting forth the calculation of any such amount, which calculation shall be conclusive evidence of any such amount absent manifest error.

(5)Lender’s or Borrower’s failure or delay to demand compensation pursuant to the foregoing provisions of this Article 3(h) shall not constitute a waiver of Lender’s or Borrower’s, as applicable, right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Article 3(h) for any increased costs incurred or reductions suffered more than nine months prior to the date that Lender, notifies Borrower of the change in any Requirement of Law or in the interpretation or application thereof giving rise to such increased costs or reductions, and of Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

ARTICLE 4

INTENTIONALLY OMITTED

ARTICLE 5

PAYMENTS; COLLECTION ACCOUNT

(a)All transfers of funds to be made by Borrower hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim.

(b)All payments required to be made directly to Lender shall be made in accordance with the wiring instructions set forth in the invoice statement from Class A Lender or its servicer (or such other wire instructions provided by Class A Lender to Borrower in writing), not later than 2:00 p.m. (New York City time), on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day).

(c)Concurrently with the execution and delivery of this Agreement, Borrower shall establish a segregated deposit account (the “Collection Account”) in the name of Borrower held on behalf of Lender at Account Bank. The Collection Account shall be subject to the Account Control Agreement in favor of Lender.

(d)Borrower shall cause administrative agent (or any appointed third-party servicer) under the Underlying Loan Agreement to promptly remit, and in any event no later than two (2) Business Days after receipt thereof, all Income directly into the Collection Account. If any Borrower Party or any Affiliate of thereof shall receive any Income other than by remittance from the Collection Account in accordance with the following sentence, such party shall (and Borrower shall cause such party to) promptly (and in any case within two (2) Business Days after receipt thereof) remit such amounts directly into the Collection Account. Amounts in the Collection Account shall be remitted by Account Bank in accordance with the provisions of Articles 5(e) and 5(f).

(e)So long as no Event of Default shall have occurred and be continuing, Account Bank shall remit all amounts in the Collection Account to, or at the direction of, Borrower. So long as no Event of Default shall have occurred and be continuing, Borrower shall, on each Monthly Payment Date (or, with respect to Lender’s Share of the Underlying Loan Principal

Payment received for the Underlying Loan by Borrower, on the date of payment to Borrower pursuant to the Underlying Loan Documents), apply such amounts in the Collection Account in the following order and priority:

(i)first, to pay all fees and other amounts then due and payable to Custodian pursuant to the Custodial Agreement;

(ii)second, to Class A Lender, an amount equal to all accrued and unpaid interest for the Class A Component then due and payable;

(iii)third, to the extent any Lender’s Share of the Underlying Loan Principal Payment is received for the Underlying Loan, to Class A Lender, to be applied in reduction of the principal amount of the Class A Loan in an amount equal to the Lender’s Share of the Underlying Loan Principal Payment that is received for the Underlying Loan until repaid in full;

(iv)fourth, to Class A Lender, an amount equal to any other amounts then due and payable to Class A Lender under any Loan Document; and

(v)fifth, the surplus, if any, to Borrower.

(f)Upon receipt of notice from Class A Lender that an Event of Default shall have occurred and be continuing, and so long as Class A Lender has not withdrawn such notice, Account Bank shall cease remitting funds to, or at the direction of, Borrower pursuant to Article 5(e) and shall instead remit, on each Business Day beginning on the Business Day after receipt of such notice from Class A Lender, all amounts on deposit in the Collection Account as of the prior Business Day to Class A Lender for application to the Obligations in such order of priority as Class A Lender shall determine in its sole and absolute discretion.

(g)Notwithstanding anything to the contrary herein or in any other Loan Document, so long as no Event of Default shall have occurred and be continuing, (i) each Principal Payment of the Underlying Loan in excess of the Lender’s Share of the Underlying Loan Principal Payment shall be retained or disbursed by Borrower in its sole discretion, and (ii) if Borrower disburses all or a portion of such Principal Payment of the Underlying Loan to the Equity Pledgor, the Equity Pledgor may retain or disburse such Principal Payment of the Underlying Loan in its sole discretion.

(h)If the amounts applied by Class A Lender as provided in Articles 5(e) or (f) above are insufficient to pay all amounts due and payable from Borrower to Lender under this Agreement or any Loan Document on a Monthly Payment Date, the Maturity Date, upon the occurrence and during the continuance of an Event of Default or otherwise, Borrower shall nevertheless remain liable for and shall pay to Lender when due all such amounts.

(i)Taxes.

(i)All payments made by Borrower under the Loan Documents shall be made free and clear of and without deduction or withholding for or on account of any Taxes unless the withholding or deduction is required by applicable law. If Borrower is required by applicable law to deduct or withhold any Taxes from any such payment, Borrower shall: (i) make such deduction or withholding; (ii) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due;

(iii) deliver to Citibank, N.A., as soon as practicable, original tax receipts (or a certified copy), a copy of the return reporting such payment or other evidence satisfactory to Citibank, N.A. of the payment when due of the full amount of such Taxes; and (iv) if such deduction or withholding is in respect of Covered Taxes, then the sum payable by Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums

payable under this Article 5(i)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(ii)Without duplication of other amounts payable by the Borrower under this Article 5, Borrower agrees to pay to the relevant Governmental Authority in accordance with applicable law any current or future recordation, stamp, court, documentary, intangible, filing or similar taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (“Other Taxes”). For the avoidance of doubt, Other Taxes shall not include any Excluded Taxes.

(iii)Without duplication of the obligation of Borrower to pay additional amounts on account of Covered Taxes pursuant to Article 5(i)(i) and to pay Other Taxes pursuant to Article 5(i)(ii), Borrower agrees to indemnify each Recipient, within 10 days after demand therefor, for the full amount of any and all Covered Taxes (including Covered Taxes imposed or assessed on or attributable to additional amounts payable with respect to Article (5)(i)(i)) and Other Taxes payable or paid by such Recipient, or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Covered Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender shall be conclusive absent manifest error.

(iv)Without prejudice to the survival of any other agreement hereunder, the agreements and obligations of each party contained in this Article 5(i) shall survive the termination of this Agreement. Nothing contained in this Article 5(i) shall require Lender to make available any of its tax returns or other information that it deems to be confidential or proprietary.

(v)Tax Forms and Information.

(A)Any Lender that is a U.S. Person shall deliver to the Borrower on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), executed copies of IRS Form W-9 certifying that such Lender is exempt from

U.S. federal backup withholding tax;

(B)Any Lender that is not a U.S. Person (a “Non-U.S. Person”), shall, to the extent it is legally entitled to do so, deliver to Borrower on or before the date when such Person becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), whichever of the following is applicable:

(1)in the case of a Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed copies of IRS Form W-8ECI;

(3)in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit VII-A to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or

(4)to the extent a Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit VII-B or Exhibit VII-C, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit VII-D on behalf of each such direct and indirect partner;

(C)Any Lender that is a Non-U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower (in such number of copies as shall be requested by the Borrower) on or about the date on which such Non-U.S. Person becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made. Notwithstanding anything to the contrary in this Article 5(i)(v), the completion, execution and submission of such documentation described in this Article 5(i)(v)(C) shall not be required if in the Class A Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Class A Lender; and

(D)If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower at the time or times prescribed by law and at such time or times reasonably requested by the Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower as may be necessary for the Borrower to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Article 5(i)(v), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(E)Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification, provide such successor form, or promptly notify the Borrower in writing of its legal inability to do so.

(vi)Intentionally omitted.

(vii)If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Article 5(i) (including by the payment of additional amounts pursuant to this Article 5(i)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of the indemnity payments made under this Article 5(i) with respect to Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Article 5(i)(vii) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Article 5(i)(vii), in no event will the indemnified party be required to pay any amounts to an indemnifying party pursuant to this Article 5(i)(vii) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to the indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(viii)If Lender requests compensation under this Article 5(i), Borrower may, at its option, within thirty (30) days after delivery of such request, repay the then outstanding Obligations of the Loan and any amounts payable under Article 3(h) and Article 5(i) (excluding any compensation which is not already due and payable pursuant to this Agreement), and, notwithstanding anything to the contrary contained herein or in any other Loan Document, there shall be no prepayment fee or premium due.

ARTICLE 6

SECURITY INTEREST

(a)Borrower hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, subject to the terms and conditions of this Agreement, to Lender to secure the payment of the Obligations on the Loan to which Borrower is a party and all other amounts owing by Borrower to Lender hereunder, including, without limitation, amounts owing pursuant to Article 25, and under the other Loan Documents. For purposes of this Agreement, “Collateral” shall mean:

(i)the Collection Account and all monies from time to time on deposit in the Collection Account and any and all replacements, substitutions, distributions on, income relating to or proceeds of any and all of the foregoing, whether now owned or hereafter acquired, now existing or hereafter created and wherever located; and

(ii)the Underlying Loan Items.

(b)Intentionally Omitted.

(c)Lender’s security interest in the Collateral and the Collection Account shall terminate only upon payment of the monetary Obligations in full. Upon such payment and upon request of Borrower, Lender shall, at Borrower’s sole expense, deliver to Borrower such UCC termination statements and other release documents as may be commercially reasonable and return (or approve the return by Custodian in accordance with the Custodial Agreement, as applicable) the Underlying Loan, Underlying Loan Documents and Underlying Loan Files to Borrower and reconvey the Underlying Loan to Borrower and release its security interest in the Collateral and the Collection Account, such release to be effective automatically without further

action by any party. For purposes of the grant of the security interest pursuant to this Article 6, this Agreement shall be deemed to constitute a security agreement under the New York Uniform Commercial Code (the “UCC”). Lender shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC and the other laws of the State of New York. In furtherance of the foregoing, (i) Lender, at Borrower’s sole cost and expense, shall cause to be filed in such locations as may be necessary to perfect and maintain perfection and priority of the security interest granted hereby, UCC financing statements and continuation statements (collectively, the “Filings”), and shall forward copies of such Filings to Borrower upon completion thereof, and (ii) Borrower shall from time to time take such further actions as may be requested by Class A Lender in its reasonable discretion to maintain and continue the perfection and priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Lender hereunder). Notwithstanding the foregoing, the Obligations shall be full recourse to Borrower (but shall not be recourse to any direct or indirect equity owners of Borrower, other than Guarantor in accordance with the Guaranty).

(d)Borrower hereby acknowledges and agrees that the Servicing Rights constitute Collateral hereunder for all purposes.

(e)Borrower agrees, to the extent permitted by applicable law, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where the Underlying Loan may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of the Underlying Loan, in each case in accordance with the terms of this Agreement, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and Borrower, for itself and all who may at any time claim through or under it, hereby waives until the Obligations are paid in full, to the full extent that it may be lawful so to do, the benefit of all such laws and any and all right to have any of the properties or assets constituting the Underlying Loan marshaled upon any such sale, and agrees that, upon the occurrence and during the continuance of an Event of Default, Lender or any court having jurisdiction to foreclose the security interests granted in this Agreement may, upon the occurrence and during the continuance of an Event of Default, sell the Underlying Loan as an entirety or in such parcels as Lender or such court may determine.

ARTICLE 7

ASSIGNMENT AND CUSTODY

(a)The Underlying Loan Documents shall be collaterally assigned to Lender as security for the Loan and delivered to Custodian, together with endorsements of the original Underlying Mortgage Note in blank and other ancillary loan documentation. Borrower shall deposit the Underlying Loan Files representing the Underlying Loan, or direct (including through a bailee) that the Underlying Loan Files be deposited directly with the Custodian in accordance with the Custodial Agreement. Pursuant to the Custodial Agreement, Custodian shall hold the Underlying Loan Files as exclusive bailee and agent for the benefit of Lender pursuant to the terms of the Custodial Agreement. The Underlying Loan Files shall be maintained in accordance with the Custodial Agreement. If any portion of the Underlying Loan File is not delivered to Class A Lender or its designee (including the Custodian), the Underlying Loan File shall be held in trust by Borrower or its designee for the benefit of Lender as the owner thereof. Borrower or its designee shall maintain a copy of the Underlying Loan File and the originals of the Underlying Loan File not delivered to Class A Lender or its designee (including the Custodian). Borrower or its designee (including the Custodian) shall release its custody of the Underlying Loan File only in accordance with a written request acknowledged in writing by Class A Lender and otherwise in accordance with the Custodial Agreement.

(b)From time to time, Borrower shall forward to the Custodian, with copy to Lender, additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of the Underlying Loan Documents approved (if and to the extent

required) in accordance with the terms of this Agreement, and upon receipt of any such other documents Custodian will be required to hold such other documents in the Underlying Loan File in accordance with the Custodial Agreement.

ARTICLE 8

INTENTIONALLY OMITTED

ARTICLE 9

REPRESENTATIONS AND WARRANTIES OF BORROWER

Borrower represents and warrants to Class A Lender as of the date hereof as follows:

(a)Organization, Etc. Borrower (i) is duly organized, validly existing and in good standing under the laws and regulations of the State of Delaware, (ii) has the limited liability company 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 limited liability company power to execute, deliver, and perform its obligations under the Loan Documents.

(b)Authorization, Acting as Principal, Approvals, Compliance. Borrower represents that (i) it is duly authorized to execute and deliver the Loan Documents to which it is a party, to enter into the Loan as contemplated hereunder and to perform its obligations under the Loan Documents, and has taken all necessary action to authorize such execution, delivery and performance, (ii) it will engage in the Loan as principal, and (iii) each person signing any Loan Document on its behalf is duly authorized to do so on its behalf.

(c)Approvals and Consents. No consent, approval or other action of, or filing by Borrower 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 any of the Loan Documents (other than consents, approvals and filings 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).

(d)Licenses and Permits. Borrower is duly licensed, qualified and in good standing in every jurisdiction where such licensing, qualification or standing is necessary, and has all licenses, permits and other consents that are necessary, for the transaction of Borrower’s business, including the acquisition, ownership or sale of the Underlying Loan or other Underlying Loan Item, except, in each case, as would not reasonably be anticipated to have a Material Adverse Effect.

(e)Due Execution; Enforceability. The Loan Documents to which it is a party have been or will be duly executed and delivered by Borrower, for good and valuable consideration. Once executed by each applicable counterparty, the Loan Documents constitute the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to general principles of equity.

(f)Ability to Perform. Borrower does not have any Knowledge of any circumstance that would cause Borrower to be unable perform each and every covenant applicable to it and contained in the Loan Documents to which it is a party.

(g)Non-Contravention. Neither the execution and delivery of the Loan Documents, nor the consummation by Borrower of the transactions contemplated by the Loan Documents (or any of them), nor compliance by Borrower with the terms, conditions and provisions of the Loan Documents (or any of them) will conflict with or result in a breach of any of the terms, conditions or provisions of (i) the organizational documents of Borrower, (ii) any agreement by which Borrower is bound or to which the assets of Borrower are subject or constitute a default thereunder, or result thereunder in the creation or imposition of any lien upon any of the assets of Borrower, other than pursuant to the Loan Documents, (iii) any judgment or order, writ, injunction, decree or demand of any court applicable to Borrower, or (iv) any applicable Requirement of Law, in each case of clauses (ii) through (iv) above, to the extent that such conflict or breach would have a Material Adverse Effect.

(h)Litigation; Requirements of Law. Except as disclosed in writing to Class A Lender, there is no action, suit, proceeding, investigation or arbitration pending or, to Borrower’s Knowledge, threatened in writing against Borrower or Guarantor or any of their respective assets (other than those that are covered by insurance) that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect. Borrower is in compliance with all Requirements of Law, except where failure to comply could not be reasonably likely to result in a Material Adverse Effect. Except as disclosed in writing to Class A Lender, Borrower is not in default in any material respect with respect to any judgment, order, writ, injunction, or decree of any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Effect or could reasonably be expected to constitute a Default or an Event of Default.

(i)Judgments. Except as disclosed in writing to Class A Lender, there are no judgments against Borrower or Guarantor (other than those that are covered by insurance) that, in each case, are unsatisfied of record or docketed in any court located in the United States of America.

(j)No Bankruptcies. No Act of Insolvency has ever occurred with respect to any Borrower Party.

(k)Intentionally Omitted.

(l)No Broker. Borrower has not dealt with any broker, investment banker, agent, or other Person (other than Class A Lender or an Affiliate of Class A Lender) who may be entitled to any commission or compensation in connection with the financing of the Underlying Loan pursuant to any of the Loan Documents.

(m)No Default. No Event of Default or, to Borrower’s Knowledge, monetary or material non-monetary Default has occurred and is continuing under or with respect to the Loan Documents of which Borrower has not given notice if and when required in accordance with Article 11(a).

(n)Intentionally Omitted.

(o)No Material Adverse Effect. Except as disclosed in writing to Class A Lender, Borrower has no Knowledge of any actual development, event or other fact that has not been disclosed in writing by Borrower and would reasonably be expected to result in a Material Adverse Effect.

(p)Intentionally Omitted.

(q)Authorized Representatives. The duly authorized representatives of Borrower are listed on and true signatures of such authorized representatives are set forth on Exhibit II hereto, or such other most recent list of authorized representatives substantially in the form of Exhibit II hereto as Borrower may from time to time deliver to Class A Lender.

(r)Principal Place of Business; Jurisdiction of Organization; Location of Books and Records. Each Borrower Party’s principal place of business and address for notices is located at the address for notices specified for such Borrower Party on Exhibit I, unless such Borrower Party has provided a new address to Class A Lender in writing. Borrower’s jurisdiction of organization is the State of Delaware. The location where Borrower keeps its books and records, including all computer tapes and records relating to the Collateral, is its principal place of business.

(s)Representations and Warranties Regarding the Underlying Loan. Each of the representations and warranties made regarding the Underlying Loan pursuant to Exhibit V are true, complete and correct in all material respects, except as disclosed in writing by Borrower prior to the closing of the Loan.

(t)Good Title to Underlying Loan. Immediately prior to the closing of the Loan (A) Borrower’s interest in the Underlying Loan is free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Article 8-102(a)(1) of the UCC), (B) Borrower’s interest in the Underlying Loan is not subject to any right of set-off, any prior sale, transfer, assignment or participation, or any agreement by Borrower to assign, convey, transfer or participate the Underlying Loan, in each case, in whole or in part, (C) Borrower is the sole owner of and has good and marketable title to the Underlying Loan and (D) Borrower has the right to pledge the Underlying Loan to Lender as collateral for the Loan.

(u)No Encumbrances. Other than in connection with Borrower’s purchase of the Underlying Loan from Class A Lender, there are (i) no outstanding rights, options, warrants or agreements on the part of Borrower for a purchase, sale or issuance, in connection with the Underlying Loan or other Underlying Loan Item, (ii) no agreements on the part of Borrower to issue, sell or distribute the Underlying Loan or other Underlying Loan Item and (iii) no obligations on the part of Borrower (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or interest therein, in each case, except as contemplated by the Loan Documents.

(v)Security Interest in Collateral. Upon execution and delivery of the Account Control Agreement, Lender shall have a legal, valid, enforceable and fully perfected first priority security interest in all right, title and interest of Borrower in the Collection Account and all funds credited thereto, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to general principles of equity. The provisions of this Agreement are effective to create in favor of Lender a valid “security interest” (as defined in Section 1-201(b)(35) of the UCC) in all rights, title and interest of Borrower in, to and under the Collateral, and:

(i)with respect to the portion of the Collateral constituting an “instrument” (as defined in Section 9-102(a)(47) of the UCC), upon possession of such Collateral constituting an “instrument”, endorsed in blank, by the Custodian in accordance with the Custodial Agreement, Lender shall have a valid, perfected first priority security interest in such Collateral constituting an “instrument”, subject to bankruptcy, insolvency and other limitations on creditors’ rights generally and to equitable principles; and

(ii)upon filing the UCC Financing Statements in the applicable UCC Filing Jurisdiction, Lender shall have a valid, perfected first priority security interest in the Collateral to the extent that a security interest in the Collateral can be perfected under the UCC by the filing of financing statements, subject to bankruptcy, insolvency and other limitations on creditors’ rights generally and to equitable principles.

(w)Delivery of Underlying Loan File. The Underlying Mortgage Note and any other document required to be delivered under this Agreement and the Custodial Agreement for the Underlying Loan has been delivered to the Class A Lender or the Custodian on its behalf (or shall be delivered in accordance with the time periods set forth herein or in the Custodial Agreement).

(x)Covered Fund. Borrower has been structured so as not to constitute, and is not, a “covered fund” for purposes of Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”), and is relying upon an exception or exemption from the registration requirements of the Investment Company Act set forth in Section 3(c)(5)(C) of the Investment Company Act.

(y)Federal Regulations. Borrower is not required to register as an “investment company,” or a company “controlled by an investment company,” within the meaning of the Investment Company Act of 1940, as amended.

(z)Taxes. Borrower has filed or caused to be filed all United States federal and state income Tax returns and all other tax returns and reports required to be filed that would be

delinquent if they had not been filed on or before the date hereof (taking into account any extensions) and has paid all such Taxes shown to be due and payable on or before the date hereof on such returns or on any assessments made against it or any of its property (in each case taking into account any extensions) except (a) for any such Taxes as are being appropriately contested in good faith by appropriate proceedings and with respect to which adequate reserves have been provided in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; no Tax liens have been filed against any of Borrower’s assets, except for such Tax liens as are being appropriately contested in good faith by appropriate proceedings and with respect to which adequate reserves have been provided in accordance with GAAP.

(aa) ERISA. (i) Borrower does not sponsor or maintain any Plan and does not make any contributions to any Plan or any Multiemployer Plan and (ii) Borrower is not, and will not be, a Benefit Plan Investor.

(bb) Solvency; No Fraudulent Transfer. Neither the Loan Documents nor the Loan are entered into in contemplation of insolvency or with intent to hinder, delay or defraud any creditors of Borrower. As of the date hereof, Borrower is not insolvent within the meaning of 11

U.S.C. Section 101(32) or any successor provision thereof and the financing of the Underlying Loan on date hereof pursuant hereto and the obligation to repay the Loan (i) will not cause the liabilities of Borrower to exceed the assets of Borrower, (ii) will not result in Borrower having unreasonably small capital, and (iii) will not result in debts that would be beyond Borrower’s ability to pay as the same mature. No Act of Insolvency has occurred with respect to Borrower. Borrower has only entered into agreements with Affiliates on terms that would be considered arm’s length and otherwise on terms consistent with other similar agreements with other similarly situated entities.

(cc) Use of Proceeds; Margin Regulations. All proceeds of the Loan shall be used by Borrower for purposes permitted under Borrower’s governing documents, provided that no part of the proceeds of the Loan shall be used by Borrower to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Neither the entering into of the Loan nor the use of any proceeds thereof shall violate, or be inconsistent with, any provision of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

(dd) Full and Accurate Disclosure. As of the date delivered, all information, reports, statements, exhibits, schedules and certificates (i) furnished in writing by or on behalf of any Borrower Party in connection with the negotiation, preparation or delivery of the Loan Documents, or after the date hereof pursuant to the terms of any Loan Document or (ii) included in any Loan Document, when taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which they were made, or (in the case of projections) is or will be based on reasonable estimates, on the date as of which such information is stated or certified; provided, that the representation in this Article 9(dd) is made to Borrower’s Knowledge with respect to information provided by third parties.

(ee) Financial Information; Business Condition. As of the date delivered, all financial data concerning the Guarantor that has been delivered by or on behalf of Borrower to Class A Lender is true, complete and correct in all material respects on the date of the delivery thereof to Class A Lender. All financial data concerning each Borrower Party has been prepared fairly in accordance with GAAP consistently applied. Since the delivery of such data, except as otherwise disclosed in writing to Class A Lender, there has been no change in the financial condition of Guarantor or, to Borrower’s Knowledge, in the results of operations (or prospects) of Guarantor, which change could reasonably be expected to result in a Material Adverse Effect.

(ff)    Intentionally Omitted.

(gg) No Reliance. Borrower has made its own independent decisions to enter into the Loan Documents and the Loan and as to whether the Loan is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including without limitation, legal counsel and accountants) as it has deemed necessary. Borrower is not relying upon any advice from Class A Lender as to any aspect of the Loan, including without limitation, the legal, accounting or tax treatment of the Loan. Notwithstanding the foregoing, Class A Lender acknowledges that Borrower is relying on the representations and warranties made by Class A Lender or an Affiliate of Class A Lender in connection with the Borrower’s acquisition of the Underlying Loan.

(hh) Anti-Money Laundering and Economic Sanctions. Borrower represents, warrants and covenants that it has complied, and will comply, in all material respects, and to the extent applicable, with the Patriot Act, AC Laws, and AML Laws by (1) complying with an adequate anti-money-laundering compliance program as required by the AML Laws, (2) conducting the requisite due diligence in connection with the origination of the Loan for purposes of the AML Laws, including with respect to the legitimacy of the related obligor (if applicable) and the origin of the assets used by such obligor to acquire the mortgage loan in question, and (3) maintaining sufficient information to identify the related obligor (if applicable) for purposes of the AML Laws. Borrower further represents, warrants and covenants that each Borrower Party and any Person that has a direct or indirect economic interest in Borrower of greater than twenty percent (20%), and their directors, officers, or employees, in each case, has not, and at all times throughout the term of the Loan, including after giving effect to any transfers of interests permitted pursuant to the Loan Documents, shall not: (i) be (or, to Borrower’s Knowledge, have been) a Sanctioned Person or organized, located or resident in a Sanctioned Jurisdiction; (ii) fail to operate (or, to Borrower’s Knowledge, have operated) under policies, procedures and practices (including, without limitation, recordkeeping and reporting), if any, that are in compliance with (and ensure compliance with) the Patriot Act, AC Laws, AML Laws and Sanctions; (iii) directly or indirectly use (or, to Borrower’s Knowledge, have used) any part of the proceeds of the Loan (including, without limitation, any sums disbursed from time to time hereunder) or otherwise lend, contribute or make the same available (or, to Borrower’s Knowledge, have lent, contributed or made the same available), in each case, (A) to fund or facilitate any activities or business (I) of or with any Sanctioned Person or (II) of or in any Sanctioned Jurisdiction, (B) in any manner that would result in a violation of any Sanctions by any Person or (C) in violation of any applicable laws (including, without limitation, the Patriot Act, AC Laws, AML Laws and/or Sanctions), (iv) be (or, to Borrower’s Knowledge, have been) a Person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Act; or (v) be (or, to Borrower’s Knowledge, have been) owned or controlled by or be (or, to Borrower’s Knowledge, have been) acting for or on behalf of, in each case, any Person who has been determined to be subject to the prohibitions contained in the Patriot Act. Without limitation of any other term or provision contained herein, it shall be an Event of Default hereunder if any Borrower Party or any Person that has a direct or indirect economic interest in the Borrower of greater than twenty percent (20%) becomes the subject of Sanctions or is indicted, arraigned or custodially detained on charges involving Sanctions, the Patriot Act, AC Laws and/or AML Laws and/or predicate crimes to AC Laws, the Patriot Act, AML Laws and Sanctions. Borrower hereby represents and covenants that none of the execution, delivery or performance of the Loan Documents or any activities, transactions, services, collateral and/or security contemplated thereunder has or shall result in a breach of the Patriot Act, AC Laws, AML Laws and/or Sanctions by any party to the Loan Documents or their respective Affiliates. All capitalized words and phrases and all defined terms used in the Patriot Act are incorporated into this Section.

(ii)Intentionally Omitted.

(jj) Insider. Borrower is not an “executive officer,” “director,” or “person who directly or indirectly or acting through or in concert with one or more persons owns, controls, or has the power to vote more than 10% of any class of voting securities” (as those terms are defined in 12 U.S.C. § 375(b) or in regulations promulgated pursuant thereto) of Class A Lender, of a bank

holding company of which Class A Lender is a Subsidiary, or of any Subsidiary of a bank holding company of which Class A Lender is a Subsidiary.

(kk) Intentionally Omitted. (ll) Intentionally Omitted.

(mm) Ownership and Tax Status. Borrower is a direct wholly-owned subsidiary of Subordinated Lender. Borrower is treated as disregarded as an entity separate from Subordinated Lender and from Guarantor, the common regarded owner of Borrower and Subordinated Lender, for U.S. federal income tax purposes.

(nn)    Tax Status.    For U.S. federal income tax purposes, Borrower is a disregarded

entity.

(oo)    No Real Property. Borrower has not at any time since its formation held title to any real property.

ARTICLE 10

NEGATIVE COVENANTS OF BORROWER

On and as of the date hereof and at all times while this Agreement or the Loan is in effect, Borrower shall not, without the prior written consent of Class A Lender:

(a)Knowingly take any action that would directly or indirectly impair or materially and adversely affect Lender’s first priority security interest in the Underlying Loan;

(b)transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the Underlying Loan to any Person other than Lender;

(c)create, incur, assume or suffer to exist any Lien, encumbrance or security interest in or on the Underlying Loan or the other Collateral, whether now owned or hereafter acquired, other than the Liens and security interest granted by Borrower pursuant to the Loan Documents;

(d)except for Permitted Debt, create, incur, assume or suffer to exist any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) if the same would cause Borrower to violate the covenants contained in Article 12;

(e)subject to Article 27, permit (through, to the extent of Borrower’s rights under the Underlying Loan Agreement, the giving of affirmative consent (or affirmative waiver) or, the giving of deemed consent (or deemed waiver or failure to object)) the Underlying Mortgaged Property or Underlying Mortgagor, to create, incur, assume or suffer to exist any Liens or Indebtedness, including without limitation, junior mortgage debt or mezzanine debt (in each case, excluding Permitted Encumbrances against the Underlying Mortgaged Property);

(f)except pursuant to the Underlying Loan Agreement, consent or assent to any Significant Modification other than in accordance with Article 27;

(g)permit the organizational documents or organizational structure of Borrower to be amended in a manner that violates Article 12; provided, however, that the foregoing shall not prohibit any modifications to Borrower’s organizational documents which are administrative in nature (other than with respect to the special purpose entity provisions) or solely reflect new direct or indirect ownership so long as no Change of Control has occurred;

(h)enter into any transaction of merger or consolidation or amalgamation or Division, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution), or sell all or substantially all of its assets;

(i)suffer a Change of Control that Class A Lender has not consented to;

(j)after the occurrence and during the continuance of an Event of Default, make any distribution, 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 Capital Stock of Borrower, 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 Borrower;

(k)intentionally omitted;

(l)use any part of the proceeds of the Loan for any purpose which violates, or would be inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System;

(m)directly, or through a Subsidiary, acquire or hold title to any real property; or

(n)make any election or otherwise take any action that would cause Borrower to be treated as an association taxable as a corporation for U.S. federal income tax purposes.

ARTICLE 11

AFFIRMATIVE COVENANTS OF BORROWER

On and as of the date hereof and at all times while this Agreement or the Loan is in effect, Borrower covenants that:

(a)Borrower Notices.

(i)Intentionally Omitted.

(ii)Event of Default. Borrower shall notify Class A Lender of the occurrence of any Event of Default with respect to Borrower within five (5) Business Days after obtaining Knowledge of such event.

(iii)Underlying Loan Event of Default. During any period of time commencing after Class A Lender notifies Borrower in writing that Borrower must provide notices pursuant to this Article 11(a)(iii), Borrower shall, within five (5) Business Days following receipt thereof, deliver to Lender any written notice of the occurrence of any Underlying Loan Event of Default.

(iv)Other Defaults, Litigation and Judgments. Borrower shall within five (5) Business Days after obtaining Knowledge thereof, notify Class A Lender of (A) any event of default (beyond applicable notice and grace periods) on the part of Borrower and/or Guarantor under any Indebtedness or other material contractual obligations; and

(B) the commencement or written threat of, or judgment in, any action, suit, proceeding, investigation or arbitration before any Governmental Authority involving Borrower and/or Guarantor or any of their respective assets.

(v)Intentionally Omitted.

(vi)Intentionally Omitted.

(vii)Corporate Change. Borrower shall advise Class A Lender in writing of the opening of any new chief executive office, or the closing of any such office, of

Borrower and of any change in Borrower’s name or the places where the books and records pertaining to the Underlying Loan are held not less than fifteen (15) Business Days prior to taking any such action. In connection with any of the aforementioned changes, Borrower shall have delivered to Class A Lender all UCC financing statements and amendments thereto as Class A Lender shall reasonably request and taken all other actions reasonably deemed necessary by Class A Lender to continue its perfected status in the Collateral with at least the same priority.

(viii)Transfers of Indirect Equity in Borrower. Borrower shall advise Class A Lender in writing, promptly after Knowledge thereof, of any transfer resulting in any Person or its Affiliates thereafter owning ten percent (10%) or more of the direct or indirect equity ownership of Borrower, individually or in the aggregate, and the identity of the transferee(s), together with a post-transfer organizational chart to the extent that such transfer results in a change to the previously delivered organizational chart and all “know your customer” information concerning such transferee(s) reasonably requested by Class A Lender, provided that such information is in Borrower’s possession or reasonably obtainable by Borrower.

(b)Reporting.

(i)Underlying Loan Information. During any period of time commencing after Class A Lender notifies Borrower in writing that Borrower must comply with the reporting requirements of this Article 11(b)(i), to the extent the related items are available to Borrower pursuant to its rights under the Underlying Loan Agreement: Borrower shall provide, or shall cause to be provided, to Lender (A) no later than the fifth (5th) day of each month, any and all property level financial information (including, without limitation, operating and financial statements) with respect to the Underlying Loan that was received during the preceding calendar month and is in the possession of Borrower or an Affiliate of Borrower, including, without limitation, rent rolls, income statements and STR reports; and (B) promptly upon request, such other information with respect to the Underlying Loan that may be reasonably requested by Class A Lender from time to time and to the extent within Borrower’s possession or may be reasonably requested by Borrower and readily available to Borrower.

(ii)Monthly Servicing Report. During any period of time commencing after Class A Lender notifies Borrower in writing that Borrower must comply with the reporting requirements of this Article 11(b)(ii), to the extent the related items are available to Borrower pursuant to its rights under the Underlying Loan Agreement: with respect to the Underlying Loan and Underlying Mortgaged Property, not less than five

(5) Business Days prior to the Monthly Payment Date each calendar month, Borrower shall provide, or shall cause to be provided, to Lender a monthly operations/servicing report covering collections, delinquencies, losses, recoveries, and cash flows, in form reasonably acceptable to Class A Lender.

(iii)Quarterly Underlying Loan Reports. During any period of time commencing after Class A Lender notifies Borrower in writing that Borrower must comply with the reporting requirements of this Article 11(b)(iii), to the extent the related items are available to Borrower pursuant to its rights under the Underlying Loan Agreement: with respect to the Underlying Loan and the Underlying Mortgaged Property, as frequently as provided, but in no event later than within sixty (60) days after the last day of any calendar quarter in any fiscal year, Borrower shall provide, or shall cause to be provided, to Lender an asset management report prepared by Borrower or Guarantor (to the extent of information in the possession of Borrower or an Affiliate), in form reasonably acceptable to Class A Lender.

(iv)Covenant Compliance Certificate. Simultaneously with the delivery of financial statements for each fiscal quarter in any fiscal year and for each fiscal year end,

Borrower shall deliver to Class A Lender a Covenant Compliance Certificate from Borrower addressed to Class A Lender.

(v)Quarterly Financial Reports. Borrower shall provide, or shall cause to be provided, to Class A Lender within sixty (60) days after the end of the first three quarterly fiscal periods of each fiscal year of Guarantor, the unaudited consolidated balance sheets of Guarantor, as at the end of such period and the related unaudited, consolidated statements of income and member equity of Guarantor for such period (with or without footnotes) and the portion of the fiscal year through the end of such period, accompanied by an officer’s certificate of Guarantor, which certificate shall state that said consolidated financial statements fairly present the financial condition of Guarantor, in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); provided, however, to the extent that Guarantor’s quarterly financial statements for such period are posted to the website for the Securities and Exchange Commission (http://www.sec.gov) within such sixty (60) day period, Borrower shall be deemed to have satisfied the reporting requirements of this Article 11(b)(v) upon delivery of such posting.

(vi)Annual Financial Reports. Borrower shall provide, or shall cause to be provided, to Class A Lender within one hundred twenty (120) days after the end of each fiscal year of Guarantor, the audited consolidated balance sheets of Guarantor, as at the end of such fiscal year, and the related audited, consolidated statements of income, member equity and cash flows of Guarantor, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor in accordance with GAAP, as at the end of, and for, such period (subject to normal year-end audit adjustments); provided, however, to the extent that Guarantor’s annual financial statements for such period are posted to the website for the Securities and Exchange Commission (http://www.sec.gov) within such one hundred twenty (120) day period, Borrower shall be deemed to have satisfied the reporting requirements of this Article 11(b)(vi).

(vii)Other Information. Borrower shall provide, or shall cause to be provided, to Class A Lender such other information regarding the financial condition, operations or business of (A) Borrower, (B) Guarantor or, (C) during any period of time commencing after Class A Lender notifies Borrower in writing that Borrower must comply with the reporting requirements of this clause (C), Underlying Mortgagor or the underlying guarantor, as Class A Lender may reasonably request and to the extent in Borrower’s possession or may be reasonably requested by Borrower and readily available to Borrower.

(c)Additional Rights. If Borrower shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for the Underlying Loan, or otherwise in respect thereof, Borrower shall accept the same as Lender’s agent, hold the same in trust for Lender and deliver the same forthwith to Lender (or the Custodian, as appropriate) in the exact form received, duly endorsed by Borrower to Lender, if required, together with an undated power covering such rights duly executed in blank to be held by Class A Lender hereunder as additional collateral security for the Loan. If any sums of money or property so paid or distributed in respect of the Underlying Loan shall be received by Borrower in violation of this Agreement, Borrower shall, until such money or property is paid or delivered to Class A Lender, hold such money or property in trust for Lender, segregated from other funds of Borrower, as additional collateral security for the Loan. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or certificated security, such note, instrument or certificated security shall be promptly delivered to Class A Lender, duly endorsed in a manner satisfactory to Class A Lender, to be itself held as Collateral pursuant to the Loan Documents.

(d)Defense of Lender’s Security Interest; Further Assurances. At any time from time to time, at the sole expense of Borrower, Borrower shall (i) defend the right, title and interest of Lender in and to the Underlying Loan and other Collateral pursuant to the Loan Documents against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of all Persons or to obtain or preserve the full benefits of this Agreement and the Pledge Agreement and of the rights and powers herein and therein granted, (ii) at Class A Lender’s reasonable request, take all action Class A Lender reasonably deems necessary or desirable to ensure that Lender will have a first priority security interest in the Underlying Loan and other Collateral subject to the Loan and (iii) at Class A Lender’s reasonable request, promptly and duly execute and deliver such further instruments, documents and information and take such further actions as Class A Lender may deem reasonably necessary or reasonably desirable to (1) obtain or preserve the security interest granted hereunder, (2) ensure that such security interest remains fully perfected at all times and remains at all times first in priority as against all other creditors of Borrower (whether or not existing as of the date hereof or in the future), (3) obtain or preserve the rights and powers herein granted (including, among other things, filing such UCC financing statements as Lender may request), Borrower also hereby authorizing Lender to file any such financing or continuation statements without the signature of Borrower to the extent permitted by applicable law, and which financing or continuation statements may describe the Collateral in the same manner as described herein or may describe the Collateral as “all assets of Borrower, whether now owned or existing or hereafter acquired or created or arising, wherever located, together with all proceeds thereof,” or (4) ensure compliance with the Patriot Act or any other Requirements of Law in all material respects; provided, however, that nothing in this paragraph shall increase the obligations, or decrease the rights, of Borrower or Guarantor under the Loan Documents other than to a de minimis extent.

(e)Preservation of Existence; Compliance with Law.    Borrower shall at all times (i) comply in all material respects with all material agreements by which Borrower is bound, (ii) comply in all material respects with all applicable laws, ordinances, rules, regulations and orders (including, without limitation, environmental laws) of any Governmental Authority or any other federal, state, municipal or other public authority having jurisdiction over it or its assets and (iii) maintain and preserve its legal existence and all of its rights, privileges, licenses and franchises necessary for the operation of its business (including, without limitation, with respect to Borrower, all lending licenses held by it and its status as a “qualified transferee” (however denominated) under all documents which govern the Underlying Loan), except in each case where failure to do so would not reasonably be expected to have a Material Adverse Effect.

(f)Operations. Borrower shall continue to engage in business of the same general type as now conducted by it or otherwise as approved by Class A Lender prior to the date hereof. Borrower shall maintain records with respect to the Collateral and the conduct and operation of its business with no less a degree of prudence than if the Collateral were held by Borrower for its own account and shall furnish Class A Lender, upon reasonable request by Class A Lender or its designated representative, with reasonable information obtainable by Borrower with respect to the Collateral and the conduct and operation of its business.

(g)Books and Record. Borrower shall at all times keep proper books and records in which full, true and correct entries shall be made of its transactions fairly in accordance with GAAP, and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP.

(h)Compliance with Loan Documents. Borrower shall observe, perform and satisfy all the terms, provisions and covenants required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Loan Documents. Borrower shall be solely responsible for the fees and expenses of Custodian and Account Bank.

(i)Taxes and Other Charges. Borrower shall (i) timely file all United States federal and all other tax returns required to be filed by it and (ii) timely pay and discharge all taxes imposed on it, on its income or profits, on any of its property or on the Collateral prior to the date on which penalties attach thereto, except for any such tax which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in accordance with GAAP; except in the case of both (i) and (ii), to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(j)ERISA. Borrower shall not violate the representations and warranties contained in Article 9(aa).

(k)Ownership and Tax Status. Borrower (i) shall continue to be directly wholly- owned by Subordinated Lender and indirectly owned at least twenty percent (20%) by Guarantor, (ii) shall remain disregarded as separate from Subordinated Lender for U.S. federal income tax purposes and (iii) shall not make any election or otherwise take any action that would cause it not to be treated as disregarded as an entity separate from the Subordinated Lender for

U.S. federal income tax purposes and (iv) shall not take any action that would cause the Borrower to be a “taxable mortgage pool” under Section 7701(i) of the Code.

(l)Anti Money Laundering and Economic Sanctions. Borrower shall not violate the representations and warranties contained in Article 9(hh) (Anti-Money Laundering and Economic Sanctions). Borrower shall comply with so-called “know your customer” information requests from Class A Lender from time to time during the term of the Loan, within three (3) Business Days of the date of Class A Lender’s request.

(m)No Division. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, (i) neither Borrower nor Equity Pledgor shall enter into (or agree to enter into) any Division and (ii) none of the provisions in this Agreement nor any other Loan Document, shall be deemed to permit any Division with regard to Borrower or Equity Pledgor.

ARTICLE 12

SINGLE PURPOSE ENTITY

On and as of the date hereof and at all times while this Agreement or the Loan is in effect and Borrower covenants that:

(a)Borrower shall not engage in any business other than with respect to, and shall own no assets other than, the Underlying Loan, and other assets incidental to the origination, acquisition, ownership, financing and disposition of the Underlying Loan;

(b)Borrower shall not make any loans or advances to any Affiliate or third party and shall not acquire obligations or securities of its Affiliates other than those obligations related to the Underlying Loan or securities consisting of the Underlying Loan;

(c)Borrower shall pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets;

(d)Borrower shall comply with the provisions of its organizational documents in all respects relating to separateness;

(e)Borrower shall observe its organizational formalities and preserve its existence;

(f)Borrower shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required under GAAP or as a matter of Requirements of Law);

(g)Borrower shall be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for tax purposes, to the extent permitted by law), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other;

(h)Borrower intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and intends to remain solvent;

(i)Borrower shall not commingle its funds or other assets with those of any Affiliate or any other Person (except as may be required under the Underlying Loan Agreement) and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others;

(j)Borrower shall maintain its properties, assets and accounts separate from those of any Affiliate or any other Person;

(k)Borrower shall not hold itself out to be responsible for the debts or obligations of any other Person;

(l)Borrower shall not, without the prior written consent of its sole member and Independent Member, take any action that will result in an Act of Insolvency;

(m)Borrower shall, at all times, have at least one (1) Independent Member;

(n)Borrower’s organizational documents shall provide (i) that Class A Lender be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Member, together with the name and contact information of the replacement Independent Member and evidence of the replacement’s satisfaction of the definition of Independent Member and (ii) that any Independent Member of Borrower shall not have any fiduciary duty to anyone including the holders of the equity interest in Borrower and any Affiliates of Borrower except Borrower and the creditors of Borrower with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing;

(o)Borrower shall not enter into any transaction with an Affiliate of Borrower except

(i) on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction or (ii) in connection with the Loan, this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby;

(p)Borrower shall maintain a sufficient number of employees in light of contemplated business operations (provided that Borrower shall not be required to maintain any employees);

(q)Borrower shall use separate stationary, invoices and checks bearing its own name, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate;

(r)Borrower shall not pledge its assets to secure the obligations of any other Person (other than under the Loan Documents);

(s)Borrower shall not form, acquire or hold any Subsidiary or own any equity interest in any other entity; and

(t)Borrower shall not create, incur, assume or suffer to exist any Indebtedness or Lien in or on any of its property, assets, revenue, the Underlying Loan, or the other Collateral, whether now owned or hereafter acquired, other than Permitted Debt.

Nothing in this Article 12 shall require any direct or indirect owners of Borrower to contribute capital to Borrower.

ARTICLE 13

EVENTS OF DEFAULT; REMEDIES; SET-OFF

(a)Events of Default. Each of the following events shall constitute an “Event of Default” under this Agreement:

(i)Failure to Repay. Borrower shall fail to repay the Loan upon the Maturity Date or when and as required pursuant to the Loan Documents.

(ii)Failure to Pay Interest. Lender shall fail to receive on or before any Monthly Payment Date the accrued and unpaid interest when due; provided, however, that if Underlying Mortgagor fails to make the corresponding payment of any interest owing in respect of the Underlying Loan, then it shall not be an Event of Default if Borrower makes the applicable interest payment within one (1) Business Day of the date when due; provided, further, that such event shall not constitute an Event of Default if sufficient funds are on deposit in the Collection Account and, through no fault of Borrower, such funds are not applied in respect of such accrued and unpaid interest, provided Borrower remits (or directs Account Bank to remit) such funds on deposit to Lender within one (1) Business Day of the date when due.

(iii)Intentionally Omitted.

(iv)Failure to Remit Principal Payment. Borrower shall fail to remit (or cause to be remitted) to Lender any Principal Payment received with respect to the Underlying Loan for application to the payment of the Obligations for the Underlying Loan in accordance with Article 5(e).

(v)Intentionally Omitted.

(vi)Other Failure to Pay. Borrower shall fail to make any payment not otherwise enumerated that is owing to Class A Lender under the Loan Documents that has become due, whether by acceleration or otherwise, and, if no notice and/or grace period is expressly provided for such payment in this Agreement, the same is not cured within five (5) Business Days after receipt of written demand thereto from Class A Lender.

(vii)Act of Insolvency. An Act of Insolvency occurs with respect to Borrower or Guarantor.

(viii)Admission of Inability to Pay. Borrower or Guarantor shall admit to any Person in writing in a legal proceeding its inability to, or its intention not to, perform any of its respective obligations under any Loan Document.

(ix)Loan Documents. Any Loan Document or a replacement therefor acceptable to Class A Lender shall for whatever reason be terminated (other than by Class A Lender without cause) or cease to be in full force and effect, or shall not be enforceable in accordance with its terms, or any Borrower Party shall contest the validity or enforceability of any Loan Document or the validity, perfection or priority of any Lien granted thereunder, or any Borrower Party shall seek to disaffirm, terminate or reduce its obligations under any Loan Document.

(x)Intentionally Omitted.

(xi)Judgment. A final non-appealable judgment by any competent court in the United States of America for the payment of money shall have been (A) rendered against

Borrower in an amount greater than $500,000 and such judgment remains undischarged or unpaid, unless the execution of such judgment is stayed by posting of cash, bond or other collateral acceptable to Class A Lender in the amount of such judgment within sixty (60) days after the entry thereof or (B) rendered against Guarantor and such judgment remains undischarged or unpaid and when subtracted from Guarantor’s Consolidated Net Worth (as defined in the Guaranty) would cause a breach of Article V(l)(ii) of the Guaranty.

(xii)ERISA. (A) Borrower or an ERISA Affiliate shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan that is not exempt from such Sections of ERISA and the Internal Revenue Code, (B) any material “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the Pension Benefit Guaranty Corporation or a Plan shall arise on the assets of Borrower or any ERISA Affiliate, (C) a Reportable Event (as referenced in Section 4043(b)(3) of ERISA) shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of Borrower, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (D) any Plan shall terminate for purposes of Title IV of ERISA, or (E) Lender or any ERISA Affiliate shall, or in the reasonable opinion of Borrower is likely to, incur any liability in connection with a withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan; and in each case in clauses (A) through (E) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect.

(xiii)Security Interest. If Lender shall fail to have a first priority security interest in the Collateral and such condition is not cured by Borrower within three (3) Business Days after the earlier of receipt of notice thereof from Class A Lender or Borrower obtaining Knowledge thereof.

(xiv)Government or Regulatory Action. Any governmental, regulatory, or self-regulatory authority shall have taken any action to remove, limit, restrict, suspend or terminate the rights, privileges, or operations of Borrower, which suspension results in a Material Adverse Effect.

(xv) Conveyance of Assets. Any conveyance, transfer or disposal of all or substantially all assets of Guarantor to any Person.

(xvi)Change of Control. A Change of Control shall occur without the prior written consent of Class A Lender.

(xvii)Representations. Any representation, warranty or certification made by any Borrower Party to Class A Lender under this Agreement or any Loan Document shall have been incorrect or untrue when made in any material respect; provided, however, that such materially incorrect or untrue representation, warranty or certification shall only constitute an Event of Default unless and until it remains uncured for ten (10) Business Days after Borrower receives written notice thereof from Class A Lender.

(xviii)Guarantor Breach. The breach by Guarantor of the net worth and/or liquidity covenants made by it in the Guaranty and the same continues beyond the expiration of any applicable cure periods.

(xix)Intentionally Omitted.

(xx)Intentionally Omitted.

(xxi)Intentionally Omitted.

(xxii)Intentionally Omitted.

(xxiii)Other Covenant Default. If Borrower shall breach or fail to perform in any material respect any of the terms, covenants or obligations under this Agreement or any other Loan Document, other than as specifically otherwise referred to in this definition of “Event of Default”, and such breach or failure to perform is not remedied within ten (10) Business Days after the earlier of (a) delivery of notice thereof to Borrower by Class A Lender, or (b) Knowledge by Borrower of such breach or failure to perform; provided, that, if such breach or failure to perform is susceptible to cure but cannot reasonably be cured within the foregoing cure period and Borrower shall have commenced to cure such breach or failure to perform within the foregoing cure period and thereafter diligently and expeditiously proceeds to cure the same, the foregoing cure period shall be extended by such amount of time as is reasonably necessary for Borrower to cure such breach or failure to perform, but in no event to exceed thirty (30) days total (inclusive of the foregoing cure period).

(b)Remedies. If an Event of Default shall occur and be continuing, Class A Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement, the other Loan Documents, and in any other instrument or agreement securing, evidencing or relating to the Obligations, the following rights and remedies:

(i)At the option of Class A Lender, the Maturity Date for the Loan shall, if it has not already occurred, immediately occur (such date, the “Accelerated Maturity Date”).

(ii)If Class A Lender exercises or is deemed to have exercised the option referred to in Article 13(b)(i):

(A)Borrower’s obligations hereunder to repay the Loan shall become immediately due and payable on and as of the Accelerated Maturity Date, with notice to Borrower;

(B)to the extent permitted by applicable law, the Obligations with respect to the Loan (determined as of the Accelerated Maturity Date) shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the Accelerated Maturity Date to, but excluding, the date of payment of the Obligations (as so increased), (x) the interest rate for the Loan multiplied by (y) the Obligations for the Loan (decreased by (I) any amounts actually remitted to Class A Lender by the Account Bank or Borrower pursuant to this Agreement and applied to such Obligations, and (II) any amounts applied to the Obligations pursuant to Article 13(b)(ii)(D));

(C)the Custodian shall, upon the request of Class A Lender, deliver to Class A Lender all instruments, certificates and other documents then held by the Custodian relating to the Underlying Loan; and

(D)Class A Lender may exercise the rights and remedies set forth in Article 13(b)(viii)-(x), below.

(iii)The parties acknowledge and agree that (A) the Underlying Loan subject to the Loan is not an instrument traded in a recognized market, (B) in the absence of a generally recognized source for prices or bid or offer quotations for the Underlying Loan, the Class A Lender may establish the source therefor in its sole and absolute discretion and (C) all prices, bids and offers shall be determined together with accrued Income (except to the extent contrary to market practice with respect to the Underlying Loan). The parties recognize that it may not be possible to purchase or sell all of the Underlying Loan on a particular Business Day, or in a transaction with the same Class A Lender, or in the same manner because the market for the Underlying Loan may not be liquid. Accordingly, Class A Lender may elect, in its sole and absolute discretion, the time and manner of liquidating the Underlying Loan, and nothing contained herein shall

(A) obligate Class A Lender to liquidate the Underlying Loan on the occurrence and during the continuance of an Event of Default or to liquidate the Underlying Loan in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Class A Lender.

(iv)Borrower shall be liable to Class A Lender and its Affiliates and shall indemnify Class A Lender and its Affiliates for the amount (including in connection with the enforcement of this Agreement) of all actual documented out-of-pocket losses, costs and expenses, including reasonable and documented legal fees and expenses of outside counsel, actually incurred by Class A Lender in connection with or as a consequence of an Event of Default.

(v)Class A Lender shall have, in addition to its rights and remedies under the Loan Documents, all of the rights and remedies provided by applicable federal, state, foreign (where relevant), and local laws (including, without limitation, the rights and remedies of a secured party under the UCC, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), in equity, and under any other agreement between Class A Lender and Borrower. Without limiting the generality of the foregoing, Class A Lender shall be entitled to set off the proceeds of the liquidation of the Underlying Loan against all of Borrower’s obligations to Class A Lender under this Agreement, without prejudice to Class A Lender’s right to recover any deficiency.

(vi)Class A Lender may exercise any or all of the remedies available to Class A Lender, including, without limitation, the power of sale and the right to credit bid, immediately upon the occurrence and during the continuance of an Event of Default and at any time during the continuance thereof. All rights and remedies arising under the Loan Documents, as amended from time to time, are cumulative and not exclusive of any other rights or remedies that Class A Lender may have.

(vii)Class A Lender may enforce its rights and remedies hereunder without prior judicial process or hearing, and Borrower hereby expressly waives any defenses Borrower might otherwise have to require Class A Lender to enforce its rights by judicial process. Borrower also waives, to the extent permitted by law, any defense Borrower might otherwise have arising from the use of nonjudicial process, disposition of the Underlying Loan, or from any other election of remedies. Borrower recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.

(viii)Without limiting the generality of the foregoing, Class A Lender without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon Borrower or any other Person (each and all of which demands, presentments, protests, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive,

appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell (on a servicing released basis, if applicable, at Class A Lender’s option), lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels or as an entirety at one or more public or private sales. Class A Lender shall have the right upon any such public or private sale to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity is hereby waived or released. Borrower further agrees, at Class A Lender’s request, to the extent not held by the Custodian, to assemble the Collateral and make it available to Class A Lender at places which Class A Lender shall reasonably select, whether at Borrower’s premises or elsewhere. Class A Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Class A Lender hereunder, including without limitation reasonable out-of-pocket attorneys’ fees and disbursements of outside counsel, to the payment in whole or in part of the Obligations, in such order as Class A Lender may elect, and only after such application and after the payment by Class A Lender of any other amount required or permitted by any provision of law, including without limitation Section 9-615 of the UCC, need Class A Lender account for the surplus, if any, to Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands it may acquire against Class A Lender arising out of the exercise by Class A Lender of any of its rights hereunder, other than those claims, damages and demands arising from the gross negligence, bad faith or willful misconduct of Class A Lender. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten

(10) days before such sale or other disposition. Borrower shall remain liable for any deficiency (plus accrued interest thereon) if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations and the reasonable fees and disbursements of any attorneys employed by Class A Lender to collect such deficiency.

(ix)Class A Lender shall have the right to obtain physical possession of all files of Borrower relating to the Collateral and all documents relating to the Collateral which are then or may thereafter come in to possession of Borrower, the Custodian, or any other third party acting for Borrower and Borrower shall deliver to Class A Lender such assignments as Class A Lender shall reasonably request.

(x)Class A Lender shall without regard to the adequacy of the security for the Loan, be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession of and protect, collect, manage, liquidate, and sell the Underlying Loan or any portion thereof, collect the payments due with respect to the Underlying Loan or any portion thereof, and do anything that Class A Lender is authorized hereunder to do with respect to the Underlying Loan. Borrower shall pay all reasonable and documented costs and expenses incurred by Class A Lender in connection with the appointment and activities of such receiver.

(c)Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, Borrower hereby grants to Class A Lender and its Affiliates a right of set-off, without notice to Borrower, any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Borrower to Class A Lender or any Affiliate of Class A Lender against (i) any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Class A Lender or its Affiliates to Borrower and (ii) any and all deposits (general or specified), monies, credits, securities, collateral or other property of Borrower and the proceeds therefrom, now or hereafter held or received for the

account of Borrower (whether for safekeeping, custody, pledge, transmission, collection, or otherwise) by Class A Lender or its Affiliates or any entity under the control of Class A Lender or its Affiliates and its respective successors and assigns (including, without limitation, branches and agencies of Class A Lender, wherever located).

Class A Lender 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 Borrower, to set-off, appropriate, apply and enforce such right of set-off against any and all items hereinabove referred to against any amounts owing to Class A Lender or its Affiliates by Borrower under the Loan Documents, irrespective of whether Class A Lender or its Affiliates shall have made any demand hereunder and although such amounts, or any of them, shall be contingent or unmatured and regardless of any other collateral securing such amounts. If a sum or obligation is unascertained, Class A Lender may in good faith estimate that obligation and set- off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Article 13(c) shall be effective to create a charge or other security interest. This Article 13(c) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other rights to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

ANY AND ALL RIGHTS TO REQUIRE CLASS A LENDER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL OR UNDERLYING LOAN ITEMS THAT SECURE THE AMOUNTS OWING TO CLASS A LENDER OR ITS AFFILIATES BY BORROWER UNDER THE LOAN DOCUMENTS, PRIOR TO EXERCISING THEIR RIGHT OF SET-OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY BORROWER.

(d)Limitation on Duties Regarding Preservation of Collateral. Class A Lender’s duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as Class A Lender deals with similar property for its own account. Neither Class A Lender nor any of its directors, officers or employees shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of Borrower or otherwise.

(e)Powers Coupled with an Interest. All authorizations and agencies herein contained with respect to the Collateral are irrevocable and powers coupled with an interest.

ARTICLE 14

SINGLE AGREEMENT

Lender and Borrower acknowledge that, and have entered hereinto and will enter into the Loan in consideration of and in reliance upon the fact that, the Loan (as well as the grant of the security interest in Article 6 hereof) constitutes a single business and contractual relationship and has been made in consideration of each other. Accordingly, each of Lender and Borrower agrees

(i) to perform all of its obligations in respect of the Loan and (ii) the obligations to make any payments, deliveries and other transfers made by either of them in respect of the Loan may be applied against each other and netted.

ARTICLE 15

INTENTIONALLY OMITTED

ARTICLE 16

NOTICES AND OTHER COMMUNICATIONS

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 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, (d) by telecopier (with answerback acknowledged) provided that such telecopied notice must also be delivered by one of the means set forth in (a),

(b) or (c) above, or (e) by electronic mail provided that such electronic mail notice must also be delivered by one of the means set forth in (a), (b) or (c) above, to the address and person specified in Exhibit I hereto or to such other address and person as shall be designated from time to time by any party hereto in a written notice to the other parties hereto in the manner provided for in this Article 16. A notice shall be deemed to have been given: (v) in the case of hand delivery, at the time of delivery, (w) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day, (x) in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day, (y) in the case of telecopier, upon receipt of answerback confirmation, provided that such telecopied notice was also delivered as required in this Article 16 or (z) in the case of electronic mail, upon receipt of a verbal or electronic communication confirming receipt thereof, provided that such electronic mail notice was also delivered as required in this Article 16. A party receiving a notice that does not comply with the technical requirements for notice under this Article 16 may elect to waive any deficiencies and treat the notice as having been properly given.

ARTICLE 17

ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for loan transactions. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

ARTICLE 18

NON-ASSIGNABILITY

(a)No Borrower Party may assign any of its rights or obligations under this Agreement or the other Loan Documents without the prior written consent of Class A Lender (which may be granted or withheld in Class A Lender’s sole and absolute discretion) and any attempt by any Borrower Party to assign any of its rights or obligations under this Agreement or any other Loan Document without the prior written consent of Class A Lender shall be null and void.

(b)Class A Lender may, without consent of Borrower (but with no less than ten (10) Business Days’ prior notice to Borrower), at any time and from time to time, assign or participate some or all of its rights and obligations under the Loan Documents and/or under the Loan to any Person and, in connection therewith, may bifurcate or allocate amounts due to Class A Lender, such bifurcation or allocation prior to the occurrence and continuance of an Event of Default, on a pro rata and pari passu basis with the same maturities; provided, that, so long as no Event of Default has occurred and is continuing, (i) so long as the initial Class A Lender owns any economic interest in the Loan, Citibank, N.A. or an Affiliate thereof shall act as exclusive agent for all assignees or participants with respect to any such sale, participation, assignment, transfer, bifurcation or allocation in any dealings with Borrower with regard to this Agreement and the Loan and Borrower shall not be obligated or required to deal directly with any Person other than Citibank N.A. or an Affiliate thereof, (ii) no such sale, participation, assignment, transfer, bifurcation or allocation shall be to any Person that is a Prohibited Transferee, (iii) Borrower

shall not be charged for or be required to reimburse or indemnify Class A Lender or any other Person for any costs or expenses related to any such sale, participation, assignment, transfer, bifurcation or allocation and (iv) Borrower’s obligations hereunder are not increased and its rights hereunder are not impaired without Borrower’s written consent. In connection with any sale, participation, assignment, transfer, bifurcation or allocation by Class A Lender hereunder, other than a sale, participation, assignment, transfer, bifurcation or allocation of one hundred percent (100%) of its rights and obligations under the Loan Documents, provided that no Event of Default has occurred and is continuing, Citibank, N.A. or an Affiliate thereof shall continue to control decision-making with respect to the Loan. Borrower agrees to reasonably cooperate, at no cost or expense to Borrower, with Class A Lender in connection with any such assignment, transfer or sale of participation interest and to enter into such restatements of, and amendments, supplements and other modifications to, the Loan Documents to which it is a party in order to give effect to such assignment, transfer or sale of participation interest. Notwithstanding the foregoing, (i) the outstanding principal balance of the Loan and all components thereof immediately after the effective date of any such sale, participation, assignment, transfer, bifurcation or allocation shall equal the outstanding principal balance of the Loan immediately prior to such assignment, participation, bifurcation or reallocation, (ii) the weighted average of the interest rates for the Loan and all components thereof from and after the effective date of such sale, participation, assignment, transfer, bifurcation or allocation shall equal the interest rate of the original Loan immediately prior to such sale, participation, assignment, transfer, bifurcation or allocation and (iii) no such sale, participation, assignment, transfer, bifurcation or reallocation shall otherwise increase the obligations, or decrease the rights, of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Subordinated Lender will not have any right to assign, transfer, sell, pledge or hypothecate, directly or indirectly, any right in the Class B Component without the prior written consent of Class A Lender.

(c)Subject to the foregoing, the Loan Documents and the Loan shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in the Loan Documents, express or implied, shall give to any Person, other than the parties to the Loan Documents and their respective successors, any benefit or any legal or equitable right, power, remedy or claim under the Loan Documents. Without limiting Article 18(f), Borrower agrees that each participant shall be entitled to the benefits of Article 3(h)(2)(A) and Article 5(i) (subject to the requirements and limitations therein, including the requirements under Article 5(i)(v)) to the same extent as if it were a Lender and had acquired its interest by assignment hereunder.

(d)CITIBANK, N.A., acting solely for this purpose as an agent of the Borrower, shall maintain, at one of its offices in the United States, a record of ownership (the “Register”) identifying the name and address of each assignee and Lender hereunder and the amount of each such assignee’s and Lender’s interest in the Loan (including principal amounts and stated interest). Transfers made pursuant to Article 18(b) shall be recorded upon such Register immediately after such transfer. Such Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive absent manifest error, and Borrower and Lender shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The parties intend that any interest in or with respect to the Loan under this Agreement be treated as being issued and maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Internal Revenue Code and any regulations thereunder (and any successor provisions), including without limitation under United States Treasury Regulations Section 5f.103-1(c) (and any successor provisions) or Proposed Treasury Regulations Section 1.163-5 (and any final Treasury Regulations issued in lieu thereof), and the provisions of this Agreement shall be construed in a manner that gives effect to such intent.

(e)If Class A Lender sells a participation with respect to its rights under this Agreement or under any other Loan Document with respect to the Loan, Class A Lender shall, acting for this purposes as an agent of the Borrower, maintain a record of ownership (the “Participant

Register”) identifying the name and address of each participant and the amount of each such participant’s interest in the Loan (including principal amount and stated interest), provided that the Class A Lender and any such other participant shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information related to a participant’s interest in any Loan Document) to any Person except to the extent necessary to establish that such interests are in registered form under Treasury Regulations Section 5f.103-1(c) (and any successor provisions) or Proposed Treasury Regulations Section 1.163-5 (and any final Treasury Regulations issued in lieu thereof). The entries in the Participant Register shall be conclusive absent manifest error and Class A Lender shall treat each Person whose name is recorded in the Participant Register as the owners of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(f)Any participant shall comply with Article 5(i)(v) as though it were a Lender (it being understood that the documentation required under Article 5(i)(v) shall be delivered to the participating Lender).

(g)Class A Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of Class A Lender or an Affiliate of Class A Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over Class A Lender, and this Article 18 shall not apply to any such pledge or assignment; provided that no such pledge or assignment shall release Class A Lender from any of its obligations hereunder or substitute any such pledgee or assignee for Class A Lender as a party hereto (except in connection with any foreclosure of such pledge or assignment, assignment-in-lieu of foreclosure or any other remedies exercised by such pledgee or assignee in connection with such pledge or assignment, in which case the obligations of Class A Lender under this Agreement shall vest in such pledgee or assignee).

ARTICLE 19

GOVERNING LAW

THIS AGREEMENT (AND ANY CLAIM OR CONTROVERSY HEREUNDER) 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).

ARTICLE 20

NO WAIVERS, ETC.

No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement or of any other Loan Document and no consent by any party to a departure herefrom shall in any event be effective unless the same shall be in writing signed by Class A Lender and Borrower (except for waivers and consents by Class A Lender, which will not require Borrower’s execution), and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances. Neither any failure nor any delay on the part of Class A Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under any other Loan Document shall operate as or

constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege.

ARTICLE 21

INTENT

(a)The parties intend and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then this Agreement and the Loan is a “qualified financial contract,” as that term is defined in the FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to the Loan would render such definition inapplicable).

(b)The parties intend and acknowledge that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under the Loan shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).

(c)Borrower and Lender hereby acknowledge that Class A Lender does not intend that the Loan be subject to the Rule.

ARTICLE 22

DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS

The parties acknowledge that they have been advised that:

(a)if one of the parties is a broker or dealer registered with the Securities and Exchange Commission (“SEC”) under Section 15 of the Exchange Act, the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 (“SIPA”) do not protect the other party with respect to the Loan

(b)if one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to the Loan; and

(c)if one of the parties is a financial institution, funds held by the financial institution pursuant to the Loan are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.

ARTICLE 23

CONSENT TO JURISDICTION; WAIVERS

(a)Each party irrevocably and unconditionally (i) 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 Agreement or relating in any way to this Agreement or the Loan and (ii) 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.

(b)To the extent that either party 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, such party hereby irrevocably waives and agrees not to plead or claim such

immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or the Loan.

(c)The parties hereby irrevocably waive, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consent to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. The parties hereby agree 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 23 shall affect the right of either party to serve legal process in any other manner permitted by law or affect the right of either party to bring any action or proceeding against the other party or its property in the courts of other jurisdictions.

(d)EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

(e)EACH PARTY HEREBY WAIVES ANY RIGHT TO CLAIM OR RECOVER FROM THE OTHER PARTY OR ANY INDEMNIFIED PARTY ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES, WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN AND REGARDLESS OF THE FORM OF THE CLAIM OF ACTION.

ARTICLE 24

NO RELIANCE

Borrower hereby acknowledges, represents and warrants to Lender that, in connection with the negotiation of, the entering into, and the performance under, the Loan Documents and the Loan:

(a)it is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of Lender, other than the representations expressly set forth in the Loan Documents;

(b)it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of the Loan) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by Class A Lender;

(c)it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Loan Documents and the Loan and is capable of assuming and willing to assume (financially and otherwise) those risks;

(d)it is entering into the Loan Documents and the Loan for the purposes of managing its borrowings or investments or hedging its assets or liabilities and not for purposes of speculation;

(e)no joint venture exists between Lender and any Borrower Party; and

(f)Lender is not acting as a fiduciary or financial, investment or commodity trading advisor for any Borrower Party and Lender has not given to any Borrower Party (directly or indirectly through any other Person) any assurance, guarantee or representation whatsoever as to

the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Loan Documents or the Loan.

ARTICLE 25

INDEMNITY AND EXPENSES

(a)Borrower hereby agrees to indemnify Class A Lender and its officers, directors, employees and agents (“Indemnified Parties”) from and against any and all actual, out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, actual and documented out-of-pocket costs and actual and documented out-of-pocket expenses or disbursements (including reasonable and documented attorneys’ fees and disbursements of outside counsel) (all of the foregoing included amounts, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Loan shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way arising out of or in connection with, or relating to, or as a result of, this Agreement, the other Loan Documents, any Event of Default or the Loan or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided that Borrower shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party and, provided further, that this Article 25 shall have no application with respect to Taxes other than in connection with any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Without limiting the generality of the foregoing, Borrower agrees to hold Class A Lender harmless from and indemnify Class A Lender against all Indemnified Amounts with respect to the Underlying Loan relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than the bad faith, gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Class A Lender in connection with the Underlying Loan for any sum owing thereunder, or to enforce any provisions of the Underlying Loan, Borrower shall save, indemnify and hold Class A Lender harmless from and against all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Borrower Party or any Affiliate thereof of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Borrower. Borrower also agrees to reimburse Class A Lender as and when billed by Class A Lender for all Class A Lender’s actual and documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of Lender’s rights under any Loan Document or the Loan, including without limitation the reasonable and documented fees and disbursements of its outside counsel. Lender and Borrower hereby acknowledges that the obligations of Borrower hereunder are recourse obligations of Borrower only. Notwithstanding anything to the contrary, Borrower shall not be liable for any special, exemplary, punitive, indirect, incidental or consequential damages (unless Indemnified Parties shall be required to pay any amount to any third party on account of such damages, in which case such amount shall be deemed to constitute actual damages incurred by Indemnified Parties, as applicable, and the same shall be indemnified by Borrower hereunder) arising out of, in connection with, or as a result of the transactions contemplated hereby.

(b)Borrower agrees to pay or reimburse, within ten (10) Business Days following written demand, all of Class A Lender’s reasonable and documented out-of-pocket costs and expenses, including, without limitation, the reasonable fees and expenses of outside counsel, incurred in connection with (i) any amendment, supplement or modification to any Loan Document or the Loan, whether or not such amendment, supplement or modification is ultimately consummated, (ii) the consummation and administration of the Loan, (iii) any enforcement of any of the provisions of the Loan Documents, any preservation of the Class A Lender’s rights under the Loan Documents or any performance by Class A Lender of any obligations of Borrower in respect of the Underlying Loan, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the

Collateral and for the custody, care or preservation of the Collateral (including insurance, filing and recording costs) and defending or asserting rights and claims of Class A Lender in respect thereof, by litigation or otherwise, (iv) the maintenance of the Collection Account and registering the Collateral in the name of Lender or its nominee, (v) any default by Borrower in repaying the Loan after Borrower has given a notice in accordance with Article 3(c) of a Prepayment Date, (vi) any payment of the Obligations on any day other than a Monthly Payment Date or conversion to the Alternate Rate or Prime Rate in accordance with Article 3(f) or Article 3(h) on any day other than a Determination Date (including in each case, without limitation, as a consequence of terminating any hedging transactions entered into by Class A Lender in relation to the Underlying Loan) (“Breakage Costs”), (vii) intentionally omitted, (viii) any actions taken to perfect or continue any lien created under any Loan Document, (ix) intentionally omitted and/or (x) any due diligence performed by Class A Lender in accordance with Article 26. All such expenses shall be recourse obligations of Borrower to Class A Lender under this Agreement. A certificate as to such costs and expenses delivered by Class A Lender to Borrower, setting forth the calculations thereof with reasonably detailed and accurate backup information, shall be conclusive and binding upon Borrower absent manifest error.

(c)This Article 25 shall survive termination of this Agreement and the repayment of the Loan.

ARTICLE 26

DUE DILIGENCE

(a)Borrower acknowledges that, at reasonable times and upon reasonable notice to Borrower, Class A Lender has the right to perform continuing due diligence reviews with respect to the Underlying Loan and the Borrower Parties for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Borrower agrees that no more than twice per calendar year (unless an Event of Default has occurred and is continuing), upon reasonable prior written notice from Class A Lender (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Borrower shall provide (or shall cause any other Borrower Party to provide) reasonable access to Class A Lender and any of its agents, representatives or permitted assigns to the offices of Borrower or such other Borrower Party during normal business hours and permit them to examine, inspect, and make copies and extracts of the Underlying Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to the Underlying Loan in the possession or under the control of such party.

(b)Borrower agrees that it shall, promptly upon reasonable request of Class A Lender, deliver (or shall cause to be delivered) to Lender and any of its agents, representatives or permitted assigns copies of any documents permitted to be reviewed by Class A Lender in accordance with Article 26(a).

(c)Borrower agrees to make available to Class A Lender and any of its agents, representatives or permitted assigns (i) in person at the time of any inspection pursuant to Article 26(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Borrower, such other Borrower Party for the purpose of answering questions about any of the foregoing Persons, or any other matters relating to the Loan Documents or the Loan that Class A Lender wishes to discuss with such Person.

(d)Without limiting the generality of the foregoing, Borrower acknowledges that Lender may enter into the Loan with Borrower based solely upon the information provided by Borrower to Class A Lender and the representations, warranties and covenants contained herein, and that Class A Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on the Underlying Loan. Class A Lender may underwrite the Underlying Loan itself or engage a third-party underwriter to perform such underwriting; provided, however,

that if such underwriting reveals a “Default” and/or “Event of Default” as defined in the Underlying Loan Documents, such “Default” or “Event of Default” will not result in a Default and/or Event of Default hereunder unless the matter revealed is independently a Default and/or Event of Default under the Loan Documents. Borrower agrees to reasonably cooperate with Class A Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Class A Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to the Underlying Loan in the possession, or under the control, of any Borrower Party or any Affiliate thereof.

(e)Subject to the terms of the Underlying Loan Documents, Borrower hereby acknowledges and agrees that Class A Lender shall have the right, subject to the terms and conditions of the Underlying Loan Documents, to commission and order an Appraisal of the Underlying Mortgaged Property at any time and from time to time, at Class A Lender’s sole cost and expense. Subject to the terms of the Underlying Loan Documents, (i) Borrower shall reasonably cooperate with Lender in connection with the commission or order of any Appraisal by Class A Lender and, (ii) during any period of time commencing after Class A Lender notifies Borrower in writing that Borrower must comply with this clause (ii), Borrower shall use commercially reasonable efforts to cause the Underlying Mortgagor to cooperate with Class A Lender in obtaining any such Appraisal, including, without limitation, by providing Lender with access to the Underlying Mortgaged Property, subject to the terms of the Underlying Whole Loan Documents.

(f)Borrower agrees to reimburse Class A Lender on demand for reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of outside counsel) incurred by Class A Lender in connection with its due diligence activities pursuant to this Article 26.

ARTICLE 27

SIGNIFICANT MODIFICATIONS; SERVICING

(a)Borrower shall not take any Significant Modification of the Underlying Loan without first having given prior notice thereof to Lender in each such instance and receiving the prior written consent of Class A Lender.

(b)Intentionally omitted.

(c)Borrower agrees that all of Borrower’s right, title and interest in and to the servicing records relating to the Underlying Loan, if any, including but not limited to the files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Underlying Loan (the “Servicing Records”) shall constitute Collateral so long as the Underlying Loan is subject to this Agreement. Borrower covenants to (or to cause administrative agent (or any appointed third- party servicer) under the Underlying Loan Agreement to) use commercially reasonable efforts to safeguard such Servicing Records in Borrower’s possession and to deliver them promptly to Lender or its designee (including the Custodian) at Lender’s request.

(d)The payment of servicing fees with respect to the Underlying Loan shall be solely the responsibility of Borrower and shall be subordinate to payment of amounts outstanding and due to Lender under the Loan Documents.

(e)At the option of Class A Lender, the Loan may be serviced by a servicer/special servicer/trustee selected by Class A Lender, and Class A Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such servicer/special servicer/trustee pursuant to a servicing agreement between Lender and such servicer/special servicer/trustee.

ARTICLE 28

MISCELLANEOUS

(a)All rights, remedies and powers of Lender hereunder and in connection herewith are irrevocable and cumulative, and not alternative or exclusive, and shall be in addition to all other rights, remedies and powers of Lender whether under law, equity or agreement. In addition to the rights and remedies granted to it in this Agreement, to the extent this Agreement is determined to create a security interest, Lender shall have all rights and remedies of a secured party under the UCC.

(b)This Agreement and each of the other Loan Documents may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument, and the words “executed,” “signed,” “signature,” and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement or document related to this Agreement shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record- keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

(c)The headings in the Loan Documents are for convenience of reference only and shall not affect the interpretation or construction of the Loan Documents.

(d)Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or be invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

(e)This Agreement together with the other Loan Documents contains a final and complete integration of all prior expressions by the parties with respect to the subject matter hereof and thereof and shall constitute the entire agreement among the parties with respect to such subject matter, superseding all prior oral or written understandings.

(f)The parties understand that this Agreement is a legally binding agreement that may affect such party’s rights. Each party represents to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significance of this Agreement and that it is satisfied with its legal counsel and the advice received from it.

(g)Should any provision of this Agreement require judicial interpretation, it is agreed that a court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against any Person by reason of the rule of construction that a document is to be construed more strictly against the Person who itself or through its agent prepared the same, it being agreed that all parties have participated in the preparation of this Agreement.

(h)Unless otherwise specifically enumerated, wherever pursuant to this Agreement Class A Lender exercises any right given to it to consent or not consent, or to approve or disapprove, or any arrangement or term is to be satisfactory to Class A Lender in its sole and

absolute discretion, Class A Lender shall decide to consent or not consent, or to approve or disapprove or to decide that arrangements or terms are satisfactory or not satisfactory, in its sole and absolute discretion and such decision by Class A Lender shall be final and conclusive.

(i)No present or future Constituent Member of Borrower (other than Guarantor pursuant to the Guaranty), nor any present or future, direct or indirect, shareholder, officer, director, employee, trustee, beneficiary, advisor, member, partner, principal, participant or agent of or in Borrower (other than Guarantor pursuant to the Guaranty), or of or in any person or entity that is or becomes a Constituent Member in Borrower (other than Guarantor pursuant to the Guaranty), shall have any personal liability, directly or indirectly, under or in connection with this Agreement, or any amendment or amendments thereof made at any time or times, heretofore or hereafter, and each of the parties hereto, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. Lender and its successors and assigns and, without limitation, all other Persons, shall look solely to Borrower’s assets for the payment of any claim against, or for any performance by, Lender under or in connection with this Agreement. For purposes hereof, neither the negative capital account of any Constituent Member in Borrower, nor any obligation of any Constituent Member in Borrower to restore a negative capital account or to contribute or loan capital to Borrower or to any other Constituent Member in Borrower shall at any time be deemed to be the property or an asset of Borrower (or any such other Constituent Member) and neither Lender nor any of its successors or assigns shall have any right to collect, enforce or proceed against with respect to any such negative capital account or obligation to restore, contribute or loan.

(j)All information regarding the terms set forth in any of the Loan Documents or the Loan (the “Confidential Information”) shall be kept confidential and shall not be disclosed by either Borrower or Lender to any Person except (a) to the Affiliates of such party or its or their respective directors, officers, employees, agents, accountants, attorneys, advisors, other representatives and actual and prospective direct or indirect investors (collectively, “Representatives”) who are informed of the confidential nature of such information and instructed to keep it confidential, (b) to the extent requested by any regulatory authority or Governmental Authority or required by Requirements of Law (including any disclosures required pursuant to any subpoena, legal process or other court or regulatory authority order),

(c) to the extent required to be included in the financial statements of either Borrower or Lender or their respective Affiliates, (d) to the extent required to exercise any rights or remedies under the Loan Documents or Underlying Loan Documents, (e) to the extent required to consummate and administer the Loan, and (f) to any actual or prospective holder of a participation interest or other Person which agrees to comply with this Article 28(j); provided, however, that, except for disclosures made pursuant to clause (f) of this sentence, no such disclosure made with respect to any Loan Document shall include a copy of such Loan Document to the extent that a summary would suffice, but if it is necessary for a copy of any Loan Document to be disclosed, all economic terms set forth therein shall be redacted before disclosure. In furtherance of the foregoing, Lender agrees to keep confidential all non-public information delivered by or on behalf of Borrower or either Guarantor or any of their Affiliates and shall not disclose such information other than as permitted or required pursuant to the foregoing clauses (a) through (f), inclusive, except that, after the occurrence of an and during the continuance Event of Default, all such information relating solely to the Underlying Loan and the Collateral, but not, for the avoidance of doubt, any such information relating to a Guarantor or any of its Affiliates, shall be automatically excluded from the provisions of this Article 28(j). Notwithstanding anything in this Article 28(j) to the contrary, Confidential Information shall not include any information that

(i) is or becomes generally available to the public through no fault of Lender or any of its Representatives in violation of this Article 28(j); (ii) is or becomes available to Lender or any of its Representatives on a non-confidential basis from a source other than Borrower not known to Lender or its Representatives to be prohibited from disclosing such information by a contractual, legal or fiduciary obligation of confidentiality after due inquiry; (iii) is independently developed by Class A Lender or any of its Representatives without use of or reliance on, either directly or indirectly, any Confidential Information; (iv) was known to or in the possession of Lender or any

of its Representatives on a non-confidential basis, without appropriate documentary evidence thereof, prior to disclosure by Borrower.

ARTICLE 29

NO DUTY OF LENDER

The powers conferred on Lender hereunder are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Borrower for any act or failure to act hereunder, except for its own or their own gross negligence, bad faith or willful misconduct.

ARTICLE 30

REPRESENTATIONS AND WARRANTIES OF SUBORDINATED LENDER

Subordinated Lender hereby makes the following representations and warranties for the benefit of Borrower and Class A Lender, that, as of the date hereof:

(a)Subordinated Lender is not a Benefit Plan Investor;

(b)Borrower is a direct wholly-owned subsidiary of Subordinated Lender and Subordinated Lender is an indirect wholly-owned subsidiary of Guarantor;

(c)Borrower is treated as disregarded as an entity separate from Subordinated Lender and from Guarantor, which is the common regarded owner of Subordinated Lender and of Borrower, for U.S. federal income tax purposes;

(d)Subordinated Lender (i) is duly organized, validly existing and in good standing under the laws and regulations of the State of Delaware and (ii) has the limited liability company power to execute, deliver, and perform its obligations under the Loan Documents;

(e)Subordinated Lender (i) is duly authorized to execute and deliver the Loan Documents to which it is a party, to enter into the Loan as contemplated hereunder and to perform its obligations under the Loan Documents, and has taken all necessary action to authorize such execution, delivery and performance, and (ii) each person signing any Loan Document on its behalf is duly authorized to do so on its behalf; and

(f)The Loan Documents to which it is a party have been or will be duly executed and delivered by Subordinated Lender, for good and valuable consideration. Once executed by each applicable counterparty, the Loan Documents constitute the legal, valid and binding obligations of Subordinated Lender, enforceable against Subordinated Lender in accordance with their respective terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to general principles of equity.

ARTICLE 31

COVENANTS OF SUBORDINATED LENDER

(a)Subordinated Lender hereby covenants for the benefit of Borrower and Class A Lender, that until the satisfaction or discharge of all Obligations under any Loan Document:

(i)Subordinated Lender shall at all times own 100% of the Class B Loan, and will not transfer, pledge or hypothecate any portion of the Class B Loan to any other person or entities without the prior written consent of Class A Lender; provided that interests in Subordinated Lender may be pledged or hypothecated except as otherwise prohibited herein.

Any purported transfer or exchange in violation of the foregoing requirements shall be null and void ab initio.

(ii)Subordinated Lender (i) shall not make any election or otherwise take any action that would cause Borrower to not be treated as disregarded as an entity separate from Subordinated Lender for U.S. federal income tax purposes and (ii) shall not take any action that would cause the Borrower to be a “taxable mortgage pool” under Section 7701(i) of the Code.

ARTICLE 32

SUBORDINATION AND STANDSTILL

(a)Subordination. Subordinated Lender hereby agrees that the Class B Loan is and shall be subordinate, in all respects, to the extent and in the manner hereinafter set forth, to the prior indefeasible payment in full of the Class A Loan. Except as expressly set forth in clause

(d) below, no payment shall be made by or on behalf of any Borrower Party for or on account of the Class B Loan, and Subordinated Lender shall not take or receive from any Borrower Party or any of its direct or indirect subsidiaries, directly or indirectly, in cash or other property or by setoff or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Class B Loan, unless and until the Class A Loan shall have been indefeasibly paid in full. The foregoing shall apply, notwithstanding the availability of any collateral to the Class A Lender or the actual date and time of execution, delivery, recordation, filing or perfection of the Class A Loan, or the actual date and time of execution, delivery, recordation, filing or perfection of a lien or priority of payment thereof, and notwithstanding the fact that the Class A Loan or any other claim for the Class A Loan is subordinated, avoided or disallowed, in whole or in part, under the Bankruptcy Code or other applicable federal or state law. In the event of a proceeding, whether voluntary or involuntary, for insolvency, liquidation, reorganization, dissolution, bankruptcy, or other similar proceeding pursuant to the Bankruptcy Code or other applicable federal or state law, the Class A Loan shall be deemed to include all interest accrued thereon, in accordance with and at the interest rates specified herein, both for periods before and for periods after the commencement of any such proceedings, even if the claim for such interest is not allowed pursuant to applicable law.

(b)Standstill; Limitation on Subordinated Lender Rights. Notwithstanding Subordinated Lender’s rights under applicable law or any agreement (oral or written) between Subordinated Lender and any Borrower Party to the contrary, Subordinated Lender hereby acknowledges and agrees that it shall not (i) accelerate the Class B Loan or any portion thereof, or (ii) commence the exercise of any remedies against any Borrower Party, except by and through Class A Lender pursuant to the express terms of this Agreement. Subordinated Lender waives any right it may have to require that Class A Lender marshal any assets of any Borrower Party or any of its direct or indirect subsidiaries (including any Underlying Whole Loan and Underlying Loan) in favor of Subordinated Lender and Subordinated Lender agrees that it shall not acquire, by subrogation or otherwise, any lien, estate, right or other interest in any of the Underlying Whole Loan or Underlying Loan or the proceeds therefrom that is or may be prior to the Class A Loan.

(c)Certain Agreements with respect to Insolvency Proceedings. The Subordinated Lender shall not commence or join in any Insolvency Proceeding by or against any Borrower Party or any of its direct or indirect subsidiaries under the Bankruptcy Code or any similar provision thereof or any similar federal or state statute. If any Borrower Party or any of its direct or indirect subsidiaries is subject to an Insolvency Proceeding, at any time prior to the indefeasible payment in full of the Class A Loan, neither Subordinated Lender nor any of its representatives shall (a) file, propose, support or vote in favor of any plan of reorganization, rehabilitation or liquidation, or a disclosure statement (or any similar documents), or join with or support any third party in doing so (and shall vote and shall be deemed to have voted to reject any such plan or similar document); or (b) make any election, give any consent, commence any action or file any motion, claim, obligation, notice, or application, take any position at any hearing or proceeding of any nature, or take any other action in any proceeding by or against any

Borrower Party or any of its direct or indirect subsidiaries, in each case that is inconsistent with the terms of this Agreement.

(d)Payments on Junior Obligations. Notwithstanding any provision contained herein to the contrary, until the date (the “Cut-Off Date”) that is ninety (90) days prior to the date that Class A Lender shall have provided written notice to Subordinated Lender, or Subordinated Lender has actual knowledge, that an Event of Default has occurred and is continuing, Subordinated Lender may receive and retain payments of the Class B Loan, and Subordinated Lender shall hold any payments of the Class B Loan received by Subordinated Lender after the Cut-Off Date in trust, as trustee, for the benefit of Class A Lender and shall promptly deliver the same to or at the direction of Class A Lender, for the benefit of Class A Lender in precisely the form received. Neither the provisions of this clause (d) nor anything to the contrary contained herein shall modify or affect any rights or remedies of Class A Lender at law or in equity including, without limitation, any right to cause such payments to Subordinated Lender to be avoided, declared to be fraudulent or set aside under the Bankruptcy Code or any other law relating to insolvency or restructuring.

(e)Distributions Held in Trust. If Subordinated Lender shall receive any cash distributions in respect of, or other proceeds of, the Underlying Whole Loan and/or the Underlying Loan (including, without limitation, (a) any distribution arising directly or indirectly from any lien or other right or interest of Class A Lender being avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers, and (b) any distribution arising directly or indirectly by reason of or in connection with an Insolvency Proceeding), in excess of what Subordinated Lender is entitled to pursuant to clause (d) above (or would have been entitled to if such Insolvency Proceeding had not occurred or if any such lien or other right or interest had not been avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers), Subordinated Lender shall hold the same in trust, as trustee, for the benefit of Class A Lender and shall promptly deliver the same to or at the direction of Class A Lender, for the benefit of Class A Lender in precisely the form received (except for the endorsement or assignment thereof by such Subordinated Lender without recourse or warranty), it being understood that it is the intention of the parties that, except as expressly permitted by clause (d) above, until the Class A Loan (without regard to any modifications thereof arising by reason of or in connection with an Insolvency Proceeding) is indefeasibly repaid in full, Class A Lender shall receive all proceeds relating to any realization upon, distribution in respect of or interest in any of the Underlying Whole Loan and Underlying Loan as and to the extent set forth in the Loan Documents. In the event Subordinated Lender fails to make any such endorsement or assignment, Class A Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same.

(f)Reinstatement. If, in any Insolvency Proceeding or otherwise, all or part of any payment with respect to the Class A Loan previously made shall be rescinded or avoided for any reason whatsoever, then the Class A Loan shall be reinstated to the extent of the amount so rescinded or avoided and, if theretofore terminated, this Agreement shall be reinstated in full force and effect and such prior termination shall not diminish, release, discharge, impair or otherwise affect the lien priorities and the relative rights and obligations of the Class A Lender and the Subordinated Lender provided for herein.

[SIGNATURES FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Agreement as a deed as of the day first written above.

BORROWER:

CMFT RE LENDING SUB CBSQ, LLC, a

Delaware limited liability company

By:    _/s/ Nathan DeBacker_____________

Name: Nathan DeBacker

Title: Vice President, Chief Financial Officer and Treasurer

[Signature Page to Loan and Security Agreement]

CLASS A LENDER:

CITIBANK, N.A.

By:    _/s/ Alicia Mioli_____________

Name: Alicia Mioli

Title: Authorized Signatory

[Signature Page to Loan and Security Agreement]

SUBORDINATED LENDER:

CMFT RE LENDING SUB CBSQ

HOLDCO, LLC, a Delaware limited liability company

By:    _/s/ Nathan D. DeBacker_____________

Name: Nathan D. DeBacker

Title: Vice President, Chief Financial Officer and Treasurer

Document

Exhibit 10.23

LOAN AND SECURITY AGREEMENT

Dated as of October 20, 2023 by and among

CMFT RE LENDING SUB BBSQ, LLC,

as Borrower,

BARCLAYS BANK PLC,

as Class A Lender,

CMFT RE LENDING SUB BBSQ HOLDCO, LLC,

as Subordinated Lender and

CIM Commercial Lending REIT, as EU/UK Retention Holder

TABLE OF CONTENTS

Page

ARTICLE 1 APPLICABILITY	1
ARTICLE 2 DEFINITIONS	1
ARTICLE 3 LOAN; TERMINATION; FEES	25
ARTICLE 4 INTENTIONALLY OMITTED	34
ARTICLE 5 PAYMENTS; COLLECTION ACCOUNT	34
ARTICLE 6 SECURITY INTEREST	40
ARTICLE 7 ASSIGNMENT AND CUSTODY	41
ARTICLE 8 INTENTIONALLY OMITTED	42
ARTICLE 9 REPRESENTATIONS AND WARRANTIES OF BORROWER	42
ARTICLE 10 NEGATIVE COVENANTS OF BORROWER	48
ARTICLE 11 AFFIRMATIVE COVENANTS OF BORROWER	49
ARTICLE 12 SINGLE PURPOSE ENTITY	54
ARTICLE EVENTS OF DEFAULT; REMEDIES; SET-OFF	56
ARTICLE 14 SINGLE AGREEMENT	63
ARTICLE 15 INTENTIONALLY OMITTED	63
ARTICLE 16 NOTICES AND OTHER COMMUNICATIONS	63
ARTICLE 17 ENTIRE AGREEMENT; SEVERABILITY	64
ARTICLE 18 NON-ASSIGNABILITY	64
ARTICLE 19 GOVERNING LAW	66
ARTICLE 20 NO WAIVERS, ETC	67
ARTICLE 21 INTENT	67
ARTICLE 22 DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS	67
ARTICLE 23 CONSENT TO JURISDICTION; WAIVERS	68
ARTICLE 24 NO RELIANCE	69
ARTICLE 25 INDEMNITY AND EXPENSES	69
ARTICLE 26 DUE DILIGENCE	71
ARTICLE 27 SIGNIFICANT MODIFICATIONS; SERVICING	72
ARTICLE 28 ACKNOWLEDGEMENT AND CONSENT TO BAIL-IN	73
ARTICLE 29 MISCELLANEOUS	78
ARTICLE 30 NO DUTY OF LENDER	80
ARTICLE 31 REPRESENTATIONS AND WARRANTIES OF SUBORDINATED LENDER	81
ARTICLE 32 COVENANTS OF SUBORDINATED LENDER	81
ARTICLE 33 SUBORDINATION AND STANDSTILL	82

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EXHIBITS

Exhibit I	Names and Addresses for Communications
Exhibit II	Authorized Representatives of Borrower
Exhibit III-A	Form of Borrower Power of Attorney
Exhibit III-B	Form of Equity Pledgor Power of Attorney
Exhibit IV-A	Form of Covenant Compliance Certificate (Borrower)
Exhibit IV-B	Form of Covenant Compliance Certificate (Guarantor)
Exhibit V	Representations and Warranties Regarding the Underlying Loan
Exhibit VI	Prohibited Transferees
Exhibit VII-A	U.S. Tax Compliance Certificate (Foreign Lender – Non-Partnership)
Exhibit VII-B	U.S. Tax Compliance Certificate (Foreign Participant – Non-Partnership)
Exhibit VII-C	U.S. Tax Compliance Certificate (Foreign Participant – Partnership)
Exhibit VII-D	U.S. Tax Compliance Certificate (Foreign Lender – Partnership)

-ii-

LOAN AND SECURITY AGREEMENT

LOAN AND SECURITY AGREEMENT, dated as of October 20, 2023 (as amended, restated, supplemented or otherwise modified and in effect from time to time, this “Agreement”), by and among CMFT RE LENDING SUB BBSQ, LLC, a Delaware limited liability company (“Borrower”), BARCLAYS BANK PLC, a public limited company organized under the laws of England and Wales (including any successor thereto, “Class A Lender”), CMFT RE LENDING SUB BBSQ HOLDCO, LLC, a Delaware limited liability company (“Subordinated Lender”, together with Class A Lender, as applicable, together with their respective successors and permitted assigns, “Lender”) and CIM Commercial Lending REIT, a Maryland statutory trust (“EU/UK Retention Holder”).

ARTICLE 1

APPLICABILITY

Subject to the terms of the Loan Documents, on the date hereof, Lender shall make a loan (the “Loan”) to Borrower to finance the purchase of Borrower’s right, title and interest in and to the Underlying Loan (as defined herein). On the date hereof, the Class A Lender owns the Class A Loan and the Subordinated Lender owns the Class B Loan. Unless otherwise agreed in writing by Borrower and Class A Lender, the Loan shall be governed by this Agreement, including any supplemental terms or conditions contained in any exhibits, schedules or annexes identified herein as applicable hereunder.

ARTICLE 2

DEFINITIONS

The following capitalized terms shall have the respective meanings set forth below.

“AC Laws” shall mean, collectively, (i) all laws, rules and regulations concerning or relating to bribery or corruption, including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977 and all other applicable anti-bribery and corruption laws and (ii) any amendment, extension, replacement or other modification of any of the foregoing from time to time and any corresponding provisions of future laws.

“Accelerated Maturity Date” shall have the meaning specified in Article 13(b)(i). “Account Bank” shall mean JPMorgan Chase Bank, N.A. or any successor appointed by

Class A Lender in its sole and absolute discretion.

“Account Control Agreement” shall mean that certain Blocked Account Control Agreement (Shifting Control), dated as of the date hereof, among Class A Lender, Borrower and Account Bank, as the same may be amended, modified, and/or restated from time to time, and/or any replacement agreement.

“Act of Insolvency” shall mean, with respect to any Person, (a) the filing of a petition, commencing, or authorizing the commencement of any case or proceeding under any Insolvency Law, or suffering any such petition or proceeding to be commenced against such Person by another which is consented to by such Person, not timely contested or results in entry of an order for relief which is not dismissed or stayed within ninety (90) days; (b) the seeking of or consenting to the appointment of a receiver, trustee, custodian or similar official for such Person or all or substantially all of the property of such Person; (c) the appointment of a receiver, conservator, or manager for such Person by any governmental agency or authority having the jurisdiction to do so which is consented to by such Person, not timely contested or which appointment is not dismissed or stayed within ninety (90) days; (d) the making of a general assignment for the benefit of creditors by such Person; or (e) the admission by such Person in

writing or in a legal proceeding of its inability to pay its debts or discharge its obligations as they become due or mature.

“Additional Advance” shall have the meaning specified in Article 3(f)(i).

“Affiliate” shall mean, (i) when used with respect to Borrower, Equity Pledgor or Guarantor, Guarantor and Guarantor’s Subsidiaries, or (ii) when used with respect to any specified Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with, such Person.

“Agreement” shall have the meaning specified in the introductory paragraph hereof.

“Alternate Index Rate” shall mean, with respect to any Benchmark Transition Event, the sum of (a) the alternate benchmark rate that has been selected by Class A Lender giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body at such time or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement for the then-current Benchmark for U.S. dollar denominated floating rate loans at such time and (b) the Alternate Rate Spread Adjustment; provided, that, in no event shall the Alternate Index Rate for any Interest Accrual Period be deemed to be less than zero.

“Alternate Rate” shall mean, (i) with respect to the Class A Component, with respect to each Interest Accrual Period, the per annum rate of interest of the Alternate Index Rate as of the applicable Determination Date plus the Spread and (ii) with respect to the Class B Component, zero percent (0%).

“Alternate Rate Loan” shall mean the Loan at such time as interest thereon accrues at a per annum rate of interest equal to the Alternate Rate.

“Alternate Rate Spread Adjustment” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted Alternate Index Rate, an amount (which may be a positive or negative value or zero) equal to the difference (expressed as the number of basis points) between (1) the average value of the then-current Benchmark during the ninety (90) day period ending as of the most recent Determination Date for which such Benchmark was available and (2) the average value of the applicable Unadjusted Alternate Index Rate during such period.

“AML Laws” shall mean, collectively, (i) all laws, rules, regulations and guidelines concerning or relating to money laundering issued, administered and/or enforced by any governmental and/or regulatory agency and (ii) any amendment, extension, replacement or other modification of any of the foregoing from time to time and any corresponding provisions of future laws.

“Appraisal” shall mean a FIRREA compliant appraisal of the Underlying Mortgaged Property from a third party appraiser in form and substance satisfactory to Class A Lender.

“Bankruptcy Code” shall mean Title 11 of the United States Code, as amended from time to time, or any successor statute.

“Benchmark” shall mean (i) initially, the Term SOFR Reference Rate for a one-month tenor and (ii) on or after the conversion to an Alternate Index Rate pursuant to the terms hereof, the Alternate Index Rate determined in accordance with the terms and conditions hereof.

“Benchmark Replacement Date” shall mean the earliest to occur of the following events with respect to the then-current Benchmark:

(1)in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information

referenced therein and (b) the date on which the administrator of the Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide the Benchmark (or such component thereof); and

(2)in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non- compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if any available tenor of such Benchmark (or such component thereof) continues to be provided on such date.

“Benchmark Transition Event” shall mean the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)a public statement or publication of information by or on behalf of the administrator of the Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component thereof);

(2)a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or the published component used in the calculation thereof), the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component thereof); or

(3)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that the Benchmark (or such component thereof) is not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.

“Benchmark Unavailability Period” shall mean, unless and until an Alternate Index Rate is implemented with respect to the then-current Benchmark pursuant to Article 3(f)(i) (rather than pursuant to Article 3(d)(iii)(B)), each Interest Accrual Period (if any) for which Class A Lender determines that (a) adequate and reasonable means do not exist for ascertaining Term SOFR (or the then-current Benchmark if the Loan is then an Alternate Rate Loan) (including, if the Benchmark is the Term SOFR Reference Rate, that Term SOFR cannot be determined in

accordance with the definition thereof) or (b) that it is unlawful to use the then-current Benchmark to determine the applicable Interest Rate for any Interest Accrual Period.

“Benefit Plan Investor” shall mean (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of Title I of ERISA; (ii) a “plan” (including an individual retirement account or a “Keogh” plan) within the meaning of Section 4975(e)(1) of the Code that is subject to Section 4975 of the Code; or (iii) any entity whose underlying assets include “plan assets” under the Plan Assets Regulations by reason of any such employee benefit plan’s or plan’s investment in the entity.

“Borrower” shall have the meaning specified in the introductory paragraph hereof. “Borrower Party” shall mean, collectively or individually, as the context may require,

Borrower, Equity Pledgor and Guarantor.

“Business Day” shall mean a day other than (a) a Saturday or Sunday, or (b) a day in which the New York Stock Exchange or banks in the State of New York are authorized or obligated by law or executive order to be closed.

“Capital Stock” shall mean any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent equity ownership interests in a Person which is not a corporation, including, without limitation, any and all member or other equivalent interests in any limited liability company, and any and all warrants or options to purchase any of the foregoing.

“Capitalized Lease Obligations” shall mean obligations under a lease that are required to be capitalized for financial reporting purposes in accordance with GAAP. The amount of a Capitalized Lease Obligation is the capitalized amount of such obligation as would be required to be reflected on the balance sheet prepared in accordance with GAAP of the applicable Person as of the applicable date.

“Change in Law” shall mean the occurrence, after the date of this Agreement, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary,

(x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control” shall mean the occurrence of any of the following events: (i) a merger or consolidation of Borrower, (ii) a merger or consolidation of Guarantor and Guarantor is not the surviving entity, (iii) any conveyance, transfer, lease or disposal of all or substantially all of Borrower’s or Guarantor’s assets to any Person or entity, (iv) any “person” or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) (other than the Manager) shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the beneficial owner, directly or indirectly, of fifty percent (50%) or more of the total voting power of all classes of Capital Stock of Guarantor entitled to vote generally in the election of the directors or the applicable equivalent, (v) Guarantor shall cease to directly or indirectly own, of record and beneficially, at least twenty percent (20%) of the Capital Stock of Borrower

and Control Borrower; provided that, with respect to any transfer of the Capital Stock of Borrower which results in Guarantor owning directly or indirectly less than 100% of the Capital Stock of Borrower, (a) Class A Lender shall receive at least ten (10) Business Days’ prior written notice of such transfer (such notice to include the identity of the related transferee) and (b) no Event of Default shall have occurred and be continuing at the time such transfer is consummated, (vi) CIM Group, LLC or an Affiliate of CIM Group, LLC Controlled by CIM Group, LLC shall cease to act as the external manager for Guarantor; provided, that an internalization of management by Guarantor shall not be deemed a breach of this clause (vi), or (vii) Equity Pledgor shall cease to own directly one hundred percent (100%) of the issued and outstanding Equity Interests of Borrower, free and clear of all Liens (other than Liens created by the Loan Documents or otherwise approved by Class A Lender in writing).

“Class A Additional Advance” shall have the meaning specified in Article 3(g)(i).

“Class A Advances” shall mean, collectively, the Class A Initial Advance and each Class A Additional Advance.

“Class A Component” shall mean, as of any date of determination, that portion of the Loan equal to the principal amount of the Class A Loan then outstanding. The Class A Component as of the date hereof is $127,075,387.74.

“Class A Initial Advance” shall mean the Class A Lender’s initial advance to the Borrower on the date hereof of $127,075,387.74.

“Class A Lender” shall have the meaning specified in the introductory paragraph hereof. “Class A Loan” shall mean that portion of the Loan made with respect to the Class A

Component.

“Class A Maximum Loan Amount” shall mean, as of any date of determination,

$130,505,809.20 less any payments in reduction of the principal amount of the Class A Loan pursuant to this Agreement. The Class A Maximum Loan Amount as of the date hereof is

$130,505,809.20.

“Class B Additional Advance” shall have the meaning specified in Article 3(g)(i).

“Class B Advances” shall mean, collectively, the Class B Initial Advance and each Class B Additional Advance.

“Class B Component” shall mean, as of any date of determination, that portion of the Loan equal to the principal amount of the Class B Loan then outstanding. The Class B Component as of the date hereof is $42,358,462.58.

“Class B Initial Advance” shall mean the Subordinated Lender’s initial advance to the Borrower on the date hereof of $42,358,462.58.

“Class B Loan” shall mean that portion of the Loan made with respect to the Class B Component.

“Class B Maximum Loan Amount” shall mean, as of any date of determination,

$43,501,936.40 less any payments in reduction of the principal amount of the Class B Loan pursuant to this Agreement. The Class B Maximum Loan Amount as of the date hereof is $43,501,936.40.

“Client Money Distribution Rules” shall have the meaning specified in Article 28(c). “Client Money Rules” shall have the meaning specified in Article 28(c).

“Collateral” shall have the meaning specified in Article 6(a). “Collection Account” shall have the meaning specified in Article 5(c).

“Confidential Information” shall have the meaning specified in Article 29(j).

“Conforming Changes” shall mean, with respect to the use, administration, adoption or implementation of any Alternate Index Rate, any technical, administrative or operational changes (including changes to the definition of “Business Day,” “Determination Date”, “Interest Accrual Period,” and “U.S. Government Securities Business Day,” preceding and succeeding business day conventions and other administrative or operational matters, timing and frequency of determining rates and other administrative matters, but expressly excluding changes to the frequency of making payments of interest) that Class A Lender determines are necessary to reflect the adoption and implementation of such Alternate Index Rate in a manner consistent with market practice for U.S. dollar-denominated floating rate loans at such time (or, if Class A Lender decides that adoption of any portion of such market practice is not administratively feasible or if Class A Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as Class A Lender decides is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents); provided, in each case, in no event shall Conforming Changes (a) result in an increase to (x) the number of days between the Monthly Payment Date and the end of the applicable Interest Accrual Period or (y) the Interest Rate in effect immediately prior to the adoption of such Conforming Changes other than a change due to the Alternate Rate Spread Adjustment or (b) amend the Monthly Payment Date.

“Connection Income Taxes” shall mean Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Constituent Member” shall mean any direct shareholder, member or limited partner in Borrower, and any Person that, directly or indirectly through one or more other partnerships, limited liability companies, corporations or other entities is a member or partner in Borrower, or owns an interest in Borrower.

“Contingent Liabilities” shall mean, with respect to any Person as of any date of determination, all of the following as of such date: (a) liabilities and obligations (including any Guarantees) of such Person in respect of “off-balance sheet arrangements” (as defined in the Off- Balance Sheet Rules defined below), (b) obligations, including Guarantees, whether or not required to be disclosed in the footnotes to such Person’s financial statements, guaranteeing in whole or in part any Non-Recourse Indebtedness, lease, dividend or other obligation, excluding, however, (i) contractual indemnities (including any indemnity or price-adjustment provision relating to the purchase or sale of securities or other assets), (ii) guarantees of non-monetary obligations which have not yet been called on or quantified, of such Person or any other Person and (iii) reasonable and customary “bad boy” acts agreed to by such person (as a guarantor thereunder) in connection with a mortgage loan or mezzanine loan transaction, and (c) forward commitments or obligations to fund or provide proceeds with respect to any loan or other financing which is obligatory and non-discretionary on the part of the lender. The amount of any Contingent Liabilities described in the preceding clause (b) shall be deemed to be (i) with respect to a guarantee of interest or interest and principal, or operating income guarantee, the sum of all payments required to be made thereunder (which, in the case of an operating income guarantee, shall be deemed to be equal to the debt service for the note secured thereby), through (x) in the case of an interest or interest and principal guarantee, the stated date of maturity of the obligation

(and commencing on the date interest could first be payable thereunder), or (y) in the case of an operating income guarantee, the date through which such guarantee will remain in effect, and

(ii) with respect to all guarantees not covered by the preceding clause (i), an amount equal to the stated or determinable amount of the primary obligation in respect of which such guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder) as recorded on the balance sheet and in the footnotes to the most recent financial statements of such Person. “Off-Balance Sheet Rules” shall mean the Disclosure in Management’s Discussion and Analysis About Off- Balance Sheet Arrangements and Aggregate Contractual Obligations, Securities Act Release Nos. 33-8182; 34-47264; FR-67 International Series Release No. 1266 File No. S7-42-02, 68

Fed. Reg. 5982 (Feb. 5, 2003) (codified of 17 CFR Parts 228, 229 and 249).

“Control” shall mean, with respect to any Person, the direct or indirect possession of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, the ability to exercise voting power, by contract or otherwise. “Controlling,” “Controlled” and “under common Control” have correlative meanings.

“Covenant Compliance Certificate (Borrower)” shall mean an officer’s certificate from Borrower substantially in the form of Exhibit IV-A attached hereto.

“Covenant Compliance Certificate (Guarantor)” shall mean an officer’s certificate from Guarantor substantially in the form of Exhibit IV-B attached hereto.

“Covered Taxes” shall mean (a) any Taxes imposed on or with respect to a Recipient or required to be withheld or deducted from a payment to a Recipient under the Loan Documents excluding Excluded Taxes and (b) to the extent not otherwise described in (a), Other Taxes.

“Custodial Agreement” shall mean the Custodial Agreement, dated as of the date hereof, by and among Custodian, Borrower and Class A Lender, as the same may be amended, modified and/or restated from time to time, and/or any replacement agreement.

“Custodial Delivery” shall mean compliance by Borrower with the delivery obligations set forth in Section 2.01 of the Custodial Agreement.

“Custodian” shall mean Computershare Trust Company, N.A., or any successor custodian approved by Class A Lender in its sole discretion.

“Cut-Off Date” shall have the meaning specified in Article 33(d).

“Default” shall mean any event which, with the giving of notice, the passage of time, or both, would constitute an Event of Default.

“Default Rate” shall mean 5% per annum in excess of the interest rate otherwise applicable to the Loan; provided that, if the foregoing would result in an interest rate in excess of the maximum rate permitted by applicable law, the Default Rate shall be limited to the maximum rate permitted by applicable law.

“Delaware LLC Act” shall mean Chapter 18 of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended.

“Determination Date” shall mean, with respect to any Interest Accrual Period, (x) if the Loan is a SOFR Loan, the Periodic Term SOFR Determination Day for such Interest Accrual Period, (y) if the Loan is a Prime Rate Loan, the date that is two (2) Business Days prior to the commencement date of such Interest Accrual Period and (z) if the Loan is an Alternate Rate Loan, the date and time determined by Class A Lender in accordance with the definition of “Conforming Changes.”

“Dividing LLC” shall mean a Delaware limited liability company that is effecting a Division pursuant to and in accordance with Section 18-217 of the Delaware LLC Act.

“Division” shall mean (a) the division of a Dividing LLC into two or more domestic limited liability companies (whether or not the original Dividing LLC survives such division) or

(b) the creation, or reorganization into, one or more series, in each case, as contemplated under the laws of the State of Delaware, including without limitation Section 18-217 of the Delaware LLC Act.

“Dollars” and “$” shall mean freely transferable lawful money of the United States of America.

“Equity Interests” shall mean, with respect to any Person, the legal and beneficial interests in shares of capital stock, partnership interests, membership interests, beneficial interests, trust certificates or other equity ownership interests in such Person, and any warrants, options or other rights entitling the holder thereof to purchase or acquire any such equity interest from such Person.

“Equity Pledgor” shall mean CMFT RE Lending Sub BBSQ Holdco, LLC, a Delaware limited liability company.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder. Section references to ERISA are to ERISA, as in effect at the date of this Agreement and, as of the relevant date, any subsequent provisions of ERISA, amendatory thereof, supplemental thereto or substituted therefor.

“ERISA Affiliate” shall mean any corporation or trade or business that is a member of any group of organizations (i) described in Section 414(b) or (c) of the Internal Revenue Code of which Borrower is a member and (ii) solely for purposes of potential liability under Section 302(c)(11) of ERISA and Section 412(c)(11) of the Internal Revenue Code and any lien imposed under Section 302(f) of ERISA or Section 412(n) of the Internal Revenue Code, described in Section 414(m) or (o) of the Internal Revenue Code of which Borrower is a member.

“EU Securitization Regulation” means Regulation (EU) 2017/2402 of the European Parliament and of the Council of 12 December 2017 laying down a general framework for securitization and creating a specific framework for simple, transparent and standardized securitization, including any implementing regulation, technical standards and official guidance related thereto, in each case, except as otherwise stated, as amended, varied or substituted from time to time.

“EU/UK Retained Interest” means, a material net economic interest in the form specified in Article 6(3)(d) of each EU/UK Securitization Regulation, each as in effect at the date hereof, which shall comprise the EU/UK Retention Holder’s indirect ownership of at least 20% of the Equity Interests in the Subordinated Lender and the Subordinated Lender’s economic interest in the Class B Loan that is not less than the “SL Percentage” of the principal amount of the Underlying Loan, with the “SL Percentage” being calculated according to the following formula:

“SL Percentage” = (0.05 / E) x 100, where:

“E” means the percentage amount (expressed as a fraction) of the EU/UK Retention Holder’s (direct or indirect) ownership of the Equity Interests in the Subordinated Lender at such time.

“EU/UK Retention Event” means any failure of the EU/UK Retention Holder to comply with the requirements of Article 28(d).

“EU/UK Retention Holder” shall have the meaning specified in the introductory paragraph hereof.

“EU/UK Securitization Regulations” means the EU Securitization Regulation and the UK Securitization Regulation; and references to “each Securitization Regulation”, “either Securitization Regulation”, or “the applicable Securitization Regulation” shall be construed accordingly.

“Event of Default” shall have the meaning specified in Article 13(a).

“Exchange Act” shall mean the Securities and Exchange Act of 1934, as amended.

“Excluded Taxes” shall mean any of the following Taxes imposed on or with respect to a

Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) any and all withholding Taxes imposed by the laws of the United States of America that are in effect (x) as of the date of this Agreement, (y) as of the date when the Recipient becomes a transferee, assignee or participant pursuant to Article 18(b) or (z) such Recipient changes its lending office, except, in each case under this clause (b), to the extent the relevant transferor, assignor or Lender (including participating Lender) was entitled to receive additional amounts hereunder, including under Article 5(i), (c) any Taxes attributable to such Recipient’s or any assignee’s of the Recipient failure to comply with Article 5(i)(v) or Article 18(f), and (d) any U.S. federal withholding Taxes imposed under FATCA.

“FATCA” shall mean Internal Revenue Code sections 1471 through 1474, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to section 1471(b)(1) of the Internal Revenue Code, and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention entered into in connection with the implementation of such sections of the Internal Revenue Code.

“FDIA” shall have the meaning specified in Article 21(a). “FDICIA” shall have the meaning specified in Article 21(b).

“Federal Reserve Board” shall mean the Board of Governors of the Federal Reserve System of the United States.

“Filings” shall have the meaning specified in Article 6(c).

“Foreclosure Event” shall mean that an Underlying Mortgaged Property (or any portion thereof) is acquired by foreclosure, deed in lieu of foreclosure, or otherwise.

“GAAP” shall mean United States generally accepted accounting principles consistently applied as in effect from time to time.

“Governmental Authority” shall mean any national or federal government, any state, regional, local or other political subdivision thereof with jurisdiction and any Person with jurisdiction exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government (including any applicable supra national bodies such as the European Union or the European Central Bank).

“Guarantee” shall mean, with respect to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, or to take-or-pay or otherwise); provided that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee of a Person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which the Guarantee is made and (b) the maximum amount for which such Person may be liable pursuant to the terms of the instrument embodying such Guarantee, unless such primary obligation or maximum amount for which such Person may be liable is not stated or determinable, in which case the amount of such Guarantee shall be such Person’s maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith in accordance with GAAP. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.

“Guarantor” shall mean CIM Real Estate Finance Trust, Inc., a Maryland corporation.

“Guaranty” shall mean the Guaranty, dated as of the date hereof, from Guarantor in favor of Lender, as same may be amended, modified and/or restated from time to time.

“Income” shall mean all monies collected by Borrower from or in respect of the Underlying Loan, including without limitation, payments of interest, principal, repayment, rental or other income, insurance and liquidation proceeds, plus all proceeds from sale or other disposition of the Underlying Loan, but excluding all related escrow and reserve payments and all expense reimbursement payments, which shall be applied pursuant to the Underlying Loan Agreement. For the avoidance of doubt, Income shall not include (i) origination fees and expense deposits paid in connection with the origination and closing of the Underlying Whole Loan or (ii) if any servicer of the Underlying Whole Loan has the right to deduct fees or other amounts from such amounts collected by such servicer in connection with the servicing of the Underlying Whole Loan, the amount of such fees and amounts.

“Indebtedness” shall mean, with respect to any Person on any date, all of the following on such date, whether or not included as indebtedness or liabilities in accordance with GAAP determined without duplication:

(i)obligations in respect of money borrowed (including principal, interest, assumption fees, prepayment fees, yield maintenance charges, penalties, exit fees, contingent interest and other monetary obligations whether choate or inchoate and whether by loan, the issuance and sale of debt securities or the sale of property or assets to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such property or assets, or otherwise);

(ii)obligations, whether or not for money borrowed (A) represented by notes payable, letters of credit or drafts accepted, in each case representing extensions of credit, (B) evidenced by bonds, debentures, notes or similar instruments, (C) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered, or (D) in connection with the issuance of preferred equity or trust preferred securities;

(iii)Capitalized Lease Obligations;

(iv)Intentionally omitted;

(v)Off-Balance Sheet Obligations;

(vi)obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of any mandatory redeemable stock issued by such Person or any other Person (inclusive of forward equity contracts), valued at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends;

(vii)as applicable, all obligations of such Person (but not the obligation of others) in respect of any keep well arrangements, credit enhancements, contingent or future funding obligations, purchase obligations, repurchase obligations, sale/buy-back agreements, takeout commitments or forward equity commitments, in each case evidenced by a binding agreement (excluding any such obligation to the extent the obligation can be satisfied by the issuance of equity interests (other than mandatory redeemable stock));

(viii)all recourse indebtedness and all indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (other than pursuant to any guarantee of customary non-recourse exceptions, but only to the extent they are contingent);

(ix)all indebtedness of another Person secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien (other than Liens permitted hereunder) on property or assets owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment obligation; provided that, if such Person has not assumed or become liable for the payment of such indebtedness, then for the purposes of this definition the amount of such indebtedness shall not exceed the market value of the property subject to such Lien;

(x)all Contingent Liabilities;

(xi)all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person or obligations of such Person to pay the deferred purchase or acquisition price of property or assets, including contracts for the deferred purchase price of property or assets that include the procurement of services;

(xii)indebtedness of general partnerships for which such Person is liable as a general partner (whether secondarily or contingently liable or otherwise); and

(xiii)obligations to fund capital commitments under any articles or certificate of incorporation or formation, by-laws, partnership, limited liability company, operating or trust agreement and/or other organizational, charter or governing documents, subscription agreement or otherwise.

For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Indebtedness is expressly made non-recourse to such Person.

“Indemnified Amounts” and “Indemnified Parties” shall each have the meaning specified in Article 25(a).

“Independent Member” shall mean a natural Person who:

(a)is not at the time of initial appointment and has never been, and will not while serving as Independent Member be: (i) a stockholder, director, officer, employee, partner, member (other than a “special member” or “springing member”), manager (with the exception of serving as the Independent Member of Borrower or any Affiliate thereof), attorney or counsel of any Borrower Party or any Affiliate or equity owner of any Borrower Party; (ii) a customer, supplier or other Person who derives any of its purchases or revenues (other than any revenue derived from serving as the Independent Member of such party) from its activities with any Borrower Party, or any Affiliate or equity owner of any Borrower Party; (iii) a Person

Controlled, Controlling or under common Control with any such stockholder, director, officer, employee, partner, member, manager, attorney, counsel, equity owner, customer, supplier or other Person of any Borrower Party or any Affiliate or equity owner of any Borrower Party; or (iv) a member of the immediate family of any such stockholder, director, officer, employee, partner, member, manager, attorney, counsel, equity owner, customer, supplier or other Person of any Borrower Party or any Affiliate or equity owner of any Borrower Party; and

(b)has (i) prior experience as an independent director or independent member for a corporation, a trust or limited liability company whose charter documents required the unanimous consent of all independent directors or independent members thereof before such corporation, trust or limited liability company could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy and (ii) at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, National Corporate Research, Ltd., National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Company, Universal Registered Agents or Puglisi & Associates, or if none of these companies is then providing professional independent directors, another nationally recognized company reasonably acceptable to Class A Lender, that is not an Affiliate of Borrower and that provides, inter alia, professional independent directors or independent members in the ordinary course of their respective business to issuers of securitization or structured finance instruments, agreements or securities or lenders originating commercial real estate loans for inclusion in securitization or structured finance instruments, agreements or securities (a “Professional Independent Member”) and is an employee of such a company or companies at all times during his or her service as an Independent Member.

A natural Person who satisfies the foregoing definition except for being (or having been) the independent director or independent member of a “special purpose entity” that is an Affiliate of any Borrower Party shall not be disqualified from serving as an Independent Member, provided that such natural Person satisfies all other criteria set forth above and that the fees such individual earns from serving as independent director or independent member of Affiliates of Borrower or in any given year constitute in the aggregate less than five percent (5%) of such individual’s annual income for that year. A natural person who satisfies the foregoing definition other than subparagraph (a)(ii) shall not be disqualified from serving as an Independent Member if such individual is a Professional Independent Member and such individual complies with the requirements of the previous sentence. For purposes of this paragraph, a “special purpose entity” is an entity whose organizational documents contain restrictions on its activities and impose requirements intended to preserve such entity’s separateness that are substantially similar to the provisions of Article 12 hereof.

“Initial Lenders” shall mean Citibank, N.A., Bank of America, N.A., Morgan Stanley Bank, N.A., Barclays Bank PLC and Société Générale.

“Insolvency Laws” shall mean the Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, dissolution, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments and similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“Insolvency Proceeding” shall mean any proceeding under Title 11 of the United States Code (11 U.S.C. Sec. 101 et. seq.) or any other insolvency, liquidation, reorganization or other similar proceeding concerning any Borrower Party, any action for the dissolution of any Borrower Party, any proceeding (judicial or otherwise) concerning the application of the assets of any Borrower Party, for the benefit of its creditors, the appointment of or any proceeding seeking the appointment of a trustee, receiver or other similar custodian for all or any substantial part of the assets of any Borrower Party or any other action concerning the adjustment of the debts of any Borrower Party, the cessation of business by any Borrower Party.

“Interest Accrual Period” shall mean, with respect to any Monthly Payment Date, the period from and including the 15th day of the immediately preceding calendar month from the calendar month in which such Monthly Payment Date occurs through and including the 14th day of the calendar month in which such Monthly Payment Date occurs or if the “Interest Accrual Period” set forth in the Underlying Loan Documents is modified, such period set forth in the Underlying Loan Documents. Notwithstanding the foregoing, the first Interest Accrual Period shall commence on and include the date hereof.

“Interest Rate” shall mean the rate at which the outstanding principal amount of the Loan bears interest from time to time in accordance with Article 3(d)(ii) hereof.

“Internal Revenue Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, or any successor statute, and the regulations promulgated and rulings issued thereunder.

“IRS” shall mean the United States Internal Revenue Service.

“Knowledge” shall mean, whenever in this Agreement or any of the Loan Documents, or in any document or certificate executed on behalf of any Borrower Party pursuant to the Loan Documents, reference is made to the knowledge of any such Borrower Party (whether by use of the words “Knowledge”, “Know” or “Knowingly”), unless otherwise expressly specified, same shall mean (a) the actual knowledge of the Chief Executive Officer, Chief Financial Officer or Head of Portfolio Oversight of Borrower or Guarantor or (b) with respect to any representations, warranties, certifications or statements with respect to the Underlying Loan, the actual knowledge of those individual employees of Guarantor, Borrower or Manager having the title of Vice President or above who have responsibility for the acquisition, underwriting, servicing or sale of such Underlying Loan.

“Lender” shall have the meaning specified in the introductory paragraph hereof.

“Lender’s Share of the Underlying Loan Principal Payment” shall mean the product of (1) the amount of any Principal Payment of the Underlying Loan multiplied by (2) the ratio of the outstanding principal amount of the Class A Loan to the outstanding principal amount of the Underlying Loan.

“Lien” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale or other title retention agreement and any financing lease having substantially the same economic effect as any of the foregoing), and the filing of any financing statement under the UCC or comparable law of any jurisdiction in respect of any of the foregoing.

“Loan” shall have the meaning specified in Article 1.

“Loan Documents” shall mean, collectively, this Agreement, the Note, the Guaranty, the Pledge Agreement, the Custodial Agreement, the Account Control Agreement, and assignment documentation executed pursuant to this Agreement in connection with the Loan, all other documents executed in connection with this Agreement or the Loan and all exhibits, annexes, schedules and other attachments to any of the foregoing, in each case, as such document may be amended, modified and/or restated from time to time.

“Manager” shall mean CIM Real Estate Finance Management, LLC, a Delaware limited liability company.

“Mandatory Prepayment Event” shall mean:

(a)the Underlying Loan is subject to a breach of a representation and warranty set forth on Exhibit V attached hereto in any material respect as determined by Class A Lender in its sole discretion, and the same is not cured within three (3) Business Days after the earlier of (a) delivery of notice thereof to Borrower from Class A Lender or (b) Knowledge by Borrower of such breach;

(b)the complete Underlying Loan File has not been delivered to the Custodian in accordance with the terms of the Custodial Agreement, unless such occurrence is the result of Lender or its Affiliates or agents failing to deliver the Underlying Loan File to the Custodian;

(c)Borrower causes any portion of the Underlying Loan File to be released from the possession of the Custodian under the Custodial Agreement for a period in excess of the time period permitted under the Custodial Agreement;

(d)an Underlying Loan Event of Default occurs and is continuing; provided, however, an Underlying Loan Event of Default shall not constitute a Mandatory Prepayment Event under this clause (d) if (i) the administrative agent under the Underlying Loan Agreement is Underlying Administrative Agent, an Affiliate of Underlying Administrative Agent or any other lender comprising the Initial Lenders or any Affiliate thereof (or any other Person approved by Class A Lender), (ii) a Foreclosure Event has not occurred and (iii) Class A Lender receives accrued and unpaid interest in a timely manner when due and payable hereunder;

(e)an Underlying Loan Event of Default occurs and is continuing; provided, however, an Underlying Loan Event of Default shall not constitute a Mandatory Prepayment Event under this clause (e) if (i) the Underlying Administrative Agent or any Affiliate of the Underlying Administrative Agent is removed for cause as administrative agent under the Underlying Loan Agreement and is replaced by a Person other than any other lender comprising the Initial Lenders or any Affiliate thereof, (ii) a Foreclosure Event has not occurred and (iii) Class A Lender receives accrued and unpaid interest in a timely manner when due and payable hereunder; or

(f)an Underlying Loan Event of Default occurs and is continuing; provided, however, an Underlying Loan Event of Default shall not constitute a Mandatory Prepayment Event under this clause (f) if (i) the Underlying Administrative Agent, an Affiliate of the Underlying Administrative Agent or any other lender comprising the Initial Lenders or any Affiliate thereof is not administrative agent under the Underlying Loan Agreement and the successor administrative agent under the Underlying Loan Agreement is a Person that has not been approved by Class A Lender and (ii) a Foreclosure Event has not occurred, subject to the requirements in Article 3(d)(i)(B).

“Material Adverse Effect” shall mean a material adverse effect on (a) the financial condition or results of operations (or prospects) of the Borrower, (b) the ability of any Borrower Party to perform its obligations under any of the Loan Documents to which it is a party, (c) the validity or enforceability of any of the Loan Documents or (d) the rights and remedies of Class A Lender under any of the Loan Documents.

“Maturity Date” shall mean the day that is the earliest to occur of (i) the “Maturity Date” (as (x) defined in the Underlying Whole Loan Documents and as same may be extended pursuant to any extension option of the Underlying Mortgagor in accordance with the Underlying Whole Loan Documents or (y) otherwise approved by the lenders under the Underlying Whole Loan (subject to Class A Lender’s consent rights with respect to Significant Modifications, if any)); provided, however, this clause (i) shall not apply if an Underlying Loan Event of Default has occurred and is continuing; (ii) any Accelerated Maturity Date; (iii) any Prepayment Date; and (iv) any Mandatory Prepayment Event.

“Maximum Legal Rate” shall mean the maximum nonusurious interest rate, if any, that at any time or from time to time may be contracted for, taken, reserved, charged or received on the indebtedness evidenced by the Note and as provided for herein or the other Loan Documents, under the laws of such state or states whose laws are held by any court of competent jurisdiction to govern the interest rate provisions of the Loan.

“Monthly Payment Date” shall mean the thirteenth (13th) calendar day of each month, or the immediately succeeding Business Day, if such calendar day shall not be a Business Day, or such other day as is mutually agreed to in writing by Borrower and Class A Lender.

“Multiemployer Plan” shall mean a multiemployer plan as defined in Section 3(37) of ERISA to which contributions have been, or were required to have been, made by Borrower or any ERISA Affiliate and that is covered by Title IV of ERISA.

“Non-Recourse Indebtedness” shall mean Indebtedness of a Person for borrowed money in respect of which recourse for payment (except for customary exceptions for fraud, misapplication of funds, environmental indemnities, Act of Insolvency, non-approved transfers or other events) is contractually limited to specific assets of such Person encumbered by a Lien securing such Indebtedness or to a special purpose vehicle subsidiary of such Person whose only assets are such specific assets (solely to the extent that such special purpose vehicle is not subject to a substantive consolidation with such Person).

“Non-U.S. Person” shall have the meaning specified in Article 5(i)(v).

“Note” shall mean (i) that certain Promissory Note (Note A), dated as of the date hereof, in the maximum principal amount of up to $130,505,809.20, made by Borrower in favor of the Class A Lender, as the same may be amended, modified and/or restated from time to time, and/or any replacement note and (ii) that certain Promissory Note (Note B), dated as of the date hereof, in the maximum principal amount of up to $43,501,936.40, made by Borrower in favor of the Subordinated Lender, as the same may be amended, modified and/or restated from time to time, and/or any replacement note.

“Obligations” shall mean the unpaid principal amount of, and interest on, the Loan, and all other obligations and liabilities of Borrower to Lender, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of or in connection with this Agreement, the Note, and any other Loan Document (but excluding the Underlying Loan Documents) made, delivered or given in connection herewith or therewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including, without limitation, all reasonable fees and disbursements of counsel to Class A Lender that are required to be paid by Borrower pursuant to the terms hereof or thereof) or otherwise. For purposes hereof, “interest” shall include, without limitation, interest accruing after the maturity of the Loan and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding.

“OFAC” shall mean the Office of Foreign Assets Control of the U.S. Department of the Treasury and the U.S. Department of State.

“Off-Balance Sheet Obligations” shall mean, with respect to any Person on any date, to the extent not included as a liability on the balance sheet of such Person, all of the following with respect to such Person as of such date: (a) monetary obligations under any financing lease or so- called “synthetic,” tax retention or off-balance sheet lease transaction which, upon the application of any Insolvency Laws, would be characterized as Indebtedness, (b) monetary obligations under any sale and leaseback transaction which does not create a liability on the balance sheet of such Person, or (c) any other monetary obligation arising with respect to any other transaction which (i) is characterized as Indebtedness for tax purposes but not for

accounting purposes, or (ii) is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (for purposes of this clause (c), any transaction structured to provide tax deductibility as interest expense of any dividend, coupon or other periodic payment will be deemed to be the functional equivalent of a borrowing).

“Other Connection Taxes” shall mean Taxes imposed on any Recipient as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).

“Other Taxes” shall have the meaning specified in Article 5(i)(ii).

“Participant Register” shall have the meaning specified in Article 18(e).

“Patriot Act” shall mean, collectively, (i) the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT ACT) of 2001, as the same was restored and amended by Uniting and Strengthening America by Fulfilling Rights and Ensuring Effective Discipline Over Monitoring Act (USA FREEDOM Act) of 2015, (ii) all statutes, orders, rules and regulations of the United States government and its various executive departments, agencies and offices related to applicable anti-money laundering laws, rules and regulations and (iii) any amendment, extension, replacement or other modification of any of the foregoing from time to time and any corresponding provisions of future laws.

“Periodic Term SOFR Determination Day” shall have the meaning set forth in the definition of “Term SOFR.”

“Permitted Debt” shall mean (a) obligations under the Loan Documents, (b) obligations under the documents evidencing the Underlying Loan, and (c) unsecured trade payables, in an aggregate amount not to exceed $500,000 at any one time outstanding, incurred in the ordinary course of acquiring, owning, financing and disposing of the Underlying Loan; provided, however, that any such trade payables incurred by Borrower shall be paid within ninety (90) days of the date incurred.

“Permitted Encumbrances” shall mean (a) such liens, easements, rights and encumbrances as are permitted by the Underlying Whole Loan Documents and (b) Liens granted pursuant to the Loan Documents.

“Person” shall mean an individual, corporation, limited liability company, business trust, partnership, joint tenant or tenant-in-common, trust, joint stock company, joint venture, unincorporated organization, or any other entity of whatever nature, or a Governmental Authority.

“Plan” shall mean an employee benefit plan (as defined in Section 3(3) of ERISA) established or maintained by Borrower or any ERISA Affiliate during the five year period ended prior to the date of this Agreement or to which Borrower or any ERISA Affiliate makes, is obligated to make or has, within the five year period ended prior to the date of this Agreement, been required to make contributions and that is covered by Title IV of ERISA or Section 302 of ERISA or Section 412 of the Internal Revenue Code, other than a Multiemployer Plan.

“Plan Assets Regulation” shall mean U.S. Department of Labor regulations 29 C.F.R. Section 2510.3 101, as modified by Section 3(42) of ERISA.

“Pledge Agreement” shall mean that certain Pledge and Security Agreement, dated as of the date hereof, by Equity Pledgor, as pledgor, in favor of Class A Lender, as pledgee, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Pledged Collateral” has the meaning specified in the Pledge Agreement.

“PRA Contractual Stay Rules” shall have the meaning specified in Article 28(b). “Prepayment Date” shall have the meaning specified in Article 3(c).

“Prime Index Rate” shall mean, with respect to each Interest Accrual Period, the annual rate of interest published in The Wall Street Journal from time to time as the “Prime rate” for the

U.S. on the related Determination Date. If The Wall Street Journal ceases to publish the “Prime rate,” the Lender shall select an equivalent publication that publishes such “Prime rate,” and if such “Prime rates” are no longer generally published or are limited, regulated or administered by a governmental or quasi-governmental body, then Lender shall select a comparable interest rate index. Notwithstanding the foregoing, in no event shall the Prime Index Rate be less than zero percent.

“Prime Rate” shall mean, (i) with respect to the Class A Component, with respect to each Interest Accrual Period, the per annum rate of interest equal to the Prime Index Rate plus the Prime Rate Spread; provided, however, that the Prime Rate shall not be less than the Spread and

(ii) with respect to the Class B Component, zero percent (0%).

“Prime Rate Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest equal to the Prime Rate.

“Prime Rate Spread” shall mean the difference (expressed as the number of basis points) between (a) the Term SOFR Reference Rate (or the Unadjusted Alternate Index Rate, as applicable) plus the Spread on the date Term SOFR Reference Rate (or the Unadjusted Alternate Index Rate, as applicable) was last applicable to the Loan and (b) the Prime Index Rate on the date that Term SOFR Reference Rate (or the Unadjusted Alternate Index Rate, as applicable) was last applicable to the Loan.

“Principal Payment” shall mean, with respect to the Underlying Whole Loan, any payment or prepayment of principal received as, or applied to, a payment or prepayment of principal in respect thereof.

“Prohibited Transferee” shall mean any of the Persons listed on Exhibit VI attached

hereto.

“Recipient” shall mean (a) any Lender or (b) any Person treated as (1) a Lender pursuant

to an assignment, participation or transfer under Article 18 or (2) the owner of such participation pursuant to Article 18(e).

“Register” shall have the meaning specified in Article 18(d).

“Relevant Governmental Body” shall mean the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

“Representatives” shall have the meaning specified in Article 29(j).

“Requirement of Law” shall mean, as of any date, any applicable law, treaty, rule, regulation, code, directive, policy, order or requirement or determination of an arbitrator or a court or other Governmental Authority whether now or hereafter enacted or in effect.

“RR Rule” shall mean the final rule that was promulgated to implement Regulation RR (17 C.F.R. Part 246), as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Department of Treasury, the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Securities and Exchange Commission and the Department of Housing and Urban Development in the adopting release (79 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time.

“Sanctioned Jurisdiction” shall mean, at any time, a country or territory that is, or whose government is, the subject of comprehensive, territorial-based Sanctions (at the time of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea Donetsk People’s Republic, or Luhansk People’s Republic regions of Ukraine).

“Sanctioned Person” shall mean, at any time, (i) any Person listed in any Sanctions related list imposing an asset freeze maintained by any Sanctions Authority, (ii) any Person located, organized or resident in a Sanctioned Jurisdiction and/or (iii) any other subject of Sanctions (including, without limitation, any Person Controlled or 50% or more owned (in each case, directly and/or indirectly and in the aggregate) by (or acting for, on behalf of or at the direction of) any Person or Persons described in subsections (i) and/or (ii) of this definition).

“Sanctions” shall mean economic, trade and/or financial sanction, requirements and/or embargoes, in each case, imposed, administered and/or enforced from time to time by any Sanctions Authority.

“Sanctions Authority” shall mean the United States (including, without limitation, OFAC) and any other relevant sanctions authority.

“SEC” shall have the meaning specified in Article 22(a).

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Servicing Records” shall have the meaning specified in Article 27(c).

“Servicing Rights” shall mean rights of any Person, to administer, service or subservice the Underlying Whole Loan or to possess related Servicing Records.

“Settlement Agent” shall mean a nationally recognized title company, escrow company or law firm, as applicable, in accordance with local law and practice, which is approved by Class A Lender in its sole and absolute discretion.

“Significant Modification” shall mean any approval, disapproval, waiver or consent by Borrower in connection with a “Unanimous Decision” (as defined in the Underlying Loan Agreement).

“SIPA” shall have the meaning specified in Article 22(a).

“SOFR” shall mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest equal to the SOFR Rate.

“SOFR Rate” shall mean, (i) with respect to the Class A Component, the sum of (a) Term SOFR applicable to such Interest Accrual Period and (b) the Spread and (ii) with respect to the Class B Component, zero percent (0%).

“Spread” shall mean 130 basis points (1.30%).

“Subordinated Lender” shall have the meaning specified in the introductory paragraph hereof.

“Subsidiary” shall mean, as to any Person, a corporation, partnership, limited liability

company or other entity of which at least a majority of the shares of stock or other ownership interests having by the terms thereof ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise qualified, all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of Borrower.

“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term SOFR” shall mean, with respect to each Interest Accrual Period, the Term SOFR Reference Rate for a one-month period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Accrual Period as such rate is published by the Term SOFR Administrator; provided, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for a one-month period has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for a one-month period as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for a one-month period was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day. Notwithstanding the foregoing, in no event will Term SOFR be deemed to be less than zero.

“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Class A Lender in its reasonable discretion).

“Term SOFR Reference Rate” shall mean the one-month forward-looking term rate based on SOFR, currently identified on the CME Group’s website at https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html or any successor source.

“Transfer” shall mean, with respect to any Person, any sale or other whole or partial conveyance of all or any portion of such Person’s assets, or any direct or indirect interest therein to a third party (other than in connection with the transfer of the Underlying Loan to Class A Lender in accordance herewith), including the granting of any purchase options, rights of first refusal, rights of first offer or similar rights in respect of any portion of such assets or the subjecting of any portion of such assets to restrictions on transfer.

“UCC” shall have the meaning specified in Article 6(c).

“UCC Filing Jurisdiction” shall mean, with respect to Borrower, the State of Delaware. “UCC Financing Statement” shall have the meaning specified in Article 3(b)(i)(I).

“UK Securitization Regulation” means Regulation (EU) 2017/2402 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended by the Securitisation (Amendment) (EU Exit) Regulations 2019 (SI 2019/660), including any implementing regulation, secondary legislation, technical standards and official guidance related thereto, in each case, except as otherwise stated, as amended, varied or substituted from time to time.

“Unadjusted Alternate Index Rate” means the Alternate Index Rate excluding the Alternate Rate Spread Adjustment.

“Underlying Administrative Agent” shall mean Citibank, N.A. and any corporate successor thereto.

“Underlying Loan” shall mean Borrower’s pari passu interest in the Underlying Whole Loan, evidenced by the Underlying Mortgage Note, which pari passu interest was sold by Class A Lender or an Affiliate of Class A Lender to Borrower in connection with this Agreement, including to the extent related to such interest, all of Borrower’s right, title and interest in and to,

(i) the Underlying Loan Documents, (ii) the Servicing Rights, (iii) intentionally omitted, (iv) the Servicing Records, (v) any mortgage guaranties, mortgage insurance, insurance policies, insurance certificates, insurance claims, insurance proceeds, collection and escrow accounts, letters of credit, forward trades and take out commitments, (vi) the principal balance of the Underlying Loan, (vii) Income, (viii) any indemnities, warranties or other credit support or enhancement, (ix) any related pledged collateral and (x) all supporting obligations of any kind.

“Underlying Loan Agreement” shall mean the “Loan Agreement” (as defined in the Underlying Mortgage Note).

“Underlying Loan Documents” shall mean the Underlying Mortgage Note, together with Borrower’s pari passu interest in the other Underlying Whole Loan Documents.

“Underlying Loan Event of Default” shall mean an “Event of Default” (or any similar term) as defined in the Underlying Whole Loan Documents for the Underlying Whole Loan.

“Underlying Loan File” shall mean the documents specified as the “Underlying Loan File” with respect to the Underlying Loan in the Custodial Agreement, together with any additional documents and information required to be delivered to Class A Lender or its designee (including the Custodian) pursuant to this Agreement and/or the Custodial Agreement.

“Underlying Loan Items” shall mean all of Borrower’s right, title and interest in, to and under each of the following items of property, whether now owned or hereafter acquired, now existing or hereafter created and wherever located:

(a)the Underlying Loan;

(b)all proceeds relating to the sale, securitization, liquidation, or other disposition of the Underlying Loan;

(c)all “general intangibles”, “accounts”, “chattel paper”, “investment property”, “instruments”, “securities accounts” and “deposit accounts”, each as defined in the UCC, relating to or constituting any and all of the foregoing; and

(d)all replacements, substitutions or distributions on or proceeds, payments, Income and profits of, and records (but excluding any financial models or other proprietary information) and files relating to any and all of any of the foregoing.

“Underlying Mortgage” shall mean, individually or collectively, as the context may require, the mortgage, deed of trust, deed to secure debt or other instrument, creating a valid and enforceable first Lien on or a first priority ownership interest in (subject to Permitted Encumbrances) an estate in fee simple in real property and the improvements thereon or a ground lease, securing, among other things, the Underlying Mortgage Note.

“Underlying Mortgage Note” shall mean, individually or collectively, as the context may require, a note or other evidence of indebtedness of Underlying Mortgagor evidencing the Underlying Loan and secured by the Underlying Mortgage.

“Underlying Mortgaged Property” shall mean, individually or collectively, as the context may require, the mortgaged property securing the Underlying Loan.

“Underlying Mortgagor” shall mean, individually or collectively, as the context may require, the obligor on the Underlying Mortgage Note and the grantor of the related Underlying Mortgage.

“Underlying Whole Loan” shall mean the underlying first priority commercial mortgage loan secured by the Underlying Mortgage.

“Underlying Whole Loan Documents” shall mean the documents that evidence, secure, perfect and/or guaranty the Underlying Whole Loan.

“U.S. Government Securities Business Day” shall mean any day except for (a) a Saturday, (b) a Sunday, or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person” shall mean any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Internal Revenue Code.

“U.S. Tax Compliance Certificate” has the meaning specified in Article 5(i)(v)(B)(3). “Volcker Rule” shall have the meaning specified in Article 9(x).

The terms defined in this Agreement have the meanings assigned to them in this Agreement 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 Agreement unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “or” has, except where otherwise indicated, the inclusive meaning represented by the phrase “and/or.” 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. References to “good faith” in this Agreement shall mean “honesty in fact in the conduct or transaction concerned”. In addition, whenever Class A Lender has a decision or right of determination, opinion or request, exercises any right given to it to agree, disagree, accept, consent, grant waivers, take action or no action or to approve or disapprove (or any similar language or terms), or any arrangement or term is to be satisfactory or acceptable to or approved by Class A Lender (or any similar language or terms), the decision of Class A Lender with respect thereto shall be subject in all cases to the implied covenant of good faith and fair dealing.

ARTICLE 3

LOAN; TERMINATION; FEES

(a)Loan. On the date hereof, Lender shall make the Loan to Borrower. Upon the satisfaction of all conditions set forth in Article 3(b) for the Loan, the Underlying Loan shall be transferred to the Custodian as specified in Article 7. This Agreement shall be conclusive evidence of the terms of the Loan. Amounts borrowed pursuant to the Loan may not be re- borrowed by Borrower. The Loan shall be evidenced by the Note. Lender shall have the right to have the Note subdivided, by exchange for promissory notes of lesser denominations or otherwise, as determined by Class A Lender; provided that, subject to Article 18, no such subdivision or bifurcation of the Note shall change the obligations of Borrower under the Loan Documents, provided, further, that the subdivision or bifurcation of the Note shall not alone constitute a change in the obligations of Borrower for purposes of the foregoing.

(b)Conditions Precedent to the Loan. Lender’s agreement to enter into the Loan is subject to the satisfaction, immediately prior to or concurrently with the making of the Loan, of the following conditions precedent:

(i)Delivery of Documents.    The following documents, shall have been delivered to Class A Lender:

(A)this Agreement, duly completed and executed by each of the parties hereto;

(B)the Note, duly completed and executed by Borrower;

(C)the Custodial Agreement, duly completed and executed by each of the parties thereto;

(D)the Account Control Agreement, duly completed and executed by each of the parties thereto;

(E)the Guaranty, duly completed and executed by each of the parties thereto;

(F)the Pledge Agreement, duly completed and executed by each of the parties thereto;

(G)any and all consents and waivers applicable to Borrower;

(H)a power of attorney from Borrower substantially in the form of Exhibit III-A hereto, duly completed and executed and a power of attorney from Equity Pledgor substantially in the form of Exhibit III-B hereto, duly completed and executed;

(I)a UCC financing statement for filing in the UCC Filing Jurisdiction of Borrower, naming Borrower as “Debtor” and Lender as “Secured Party” and describing as “Collateral” “all assets of the debtor whether now owned or existing or hereafter acquired or arising and wheresoever located, including all accessions thereto and products and proceeds thereof” (the “UCC Financing Statement”), together with any other documents necessary or reasonably requested by Class A Lender to perfect the security interests granted by Borrower in favor of Lender under this Agreement or any other Loan Document;

(J)a UCC financing statement for filing with the Delaware Secretary of State naming the Equity Pledgor as “Debtor” and Class A Lender as “Secured

(K)opinions of outside counsel to the Borrower Parties reasonably acceptable to Class A Lender (including, but not limited to, those relating to enforceability, corporate matters and security interests).

(L)for each of the Borrower Parties, good standing certificates, certified copies of organizational documents and certified copies of resolutions (or similar authority documents) with respect to the execution, delivery and performance of the Loan Documents and each other document to be delivered by the Borrower Parties from time to time in connection herewith; and

(M)all such other and further documents and documentation as Class A Lender in its discretion shall reasonably require.

(ii)Intentionally Omitted.

(iii)Custodial Delivery. Borrower and/or Lender shall have delivered to Custodian (or a bailee pursuant to a bailee agreement), in accordance with the Custodial Agreement, the Custodial Delivery and the Underlying Loan File with respect to the Underlying Loan.

(iv)No Default or Event of Default. No Default or Event of Default shall have occurred and be continuing under any Loan Document.

(v)No Material Adverse Effect. No event shall have occurred which has, or could reasonably be expected to have, a Material Adverse Effect.

(vi)Representations and Warranties. The representations and warranties made by Borrower in Article 9 shall be true, correct and complete in all material respects on and as of the date hereof for the pending Loan in all respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date).

(vii)No Change in Law. Lender shall not have determined that the introduction of or a change in any Requirement of Law or in the interpretation or administration of any Requirement of Law has made it unlawful, and no Governmental Authority shall have asserted that it is unlawful, for Lender to enter into the Loan.

(viii)Security Interest. Borrower shall have taken such other action as is necessary or, in the reasonable opinion of Class A Lender, desirable in order to perfect all security interests granted under this Agreement or any other Loan Document in favor of Lender as secured party under the UCC with respect to the Underlying Loan.

(ix)Other Documents. Lender shall have received all such other and further documents, documentation and legal opinions as Class A Lender in its reasonable discretion shall require including, but not limited to, endorsements in blank of the original Underlying Mortgage Note.

(c)Prepayment of the Loan. Borrower shall be entitled to prepay the Loan in whole or in part on demand on any Business Day prior to the Maturity Date (a “Prepayment Date”); provided, however, that:

(i)no later than five (5) Business Days prior to such Prepayment Date, Borrower notifies Class A Lender in writing of its intent to repay the Loan, setting forth the Prepayment Date;

(ii)no Event of Default shall have occurred and be continuing (or would occur following such repayment) as of the date notice is delivered pursuant to Article 3(c)(i) above or as of the applicable Prepayment Date, unless such Event of Default is cured by such repayment or the Loan is repaid in full;

(iii)on such Prepayment Date, Borrower pays to Lender an amount equal to the Obligations for the Loan and any other amounts then due and payable under this Agreement, including, without limitation, any amount payable pursuant to Article 3(e)(ii); and

(iv)such prepayment made pursuant to this clause (c) shall be applied first to the Class A Component, until reduced to zero, then to the Class B Component.

(d)Repayment of Loan; Interest.

(i)Repayment of Loan.

(A)Repayment in Full. Borrower hereby promises to repay in full on the Maturity Date the then aggregate outstanding principal amount of the Loan.

(B)Repayment in Part. If an Underlying Loan Event of Default occurs, then a Mandatory Prepayment Event pursuant to clause (f) of the definition thereof shall not be deemed to occur so long as (1) Class A Lender receives all accrued and unpaid interest in a timely manner when due and payable hereunder, (2) on the date that is ninety one (91) days following the occurrence of such Underlying Loan Event of Default, Borrower shall pay to Class A Lender an amount equal to five percent (5%) of the outstanding principal balance of the Class A Component as of such date, and (3) commencing on the six (6) month anniversary of the date that is ninety one (91) days following the occurrence of such Underlying Loan Event of Default, and on each succeeding six (6) month anniversary thereafter, Borrower shall pay to Class A Lender an amount equal to five percent (5%) of the then outstanding principal balance of the Class A Component, until reduced to zero.

(ii)Interest Rate.

(A)Interest Rate. Except as herein provided with respect to interest accruing at the Default Rate, subject to subsection (C) below, interest on the Note outstanding from time to time shall, subject to Article 3(d)(iii), accrue at the SOFR Rate from (and including) the date hereof until (and including) the Maturity Date. Borrower shall pay to Lender on each Monthly Payment Date the interest accrued on the outstanding principal balance of the Loan for the related Interest Accrual Period.

(B)Interest Calculation. Interest on the outstanding principal balance of the Loan shall be calculated by multiplying (a) the actual number of days elapsed in the relevant Interest Accrual Period for which such calculation is being made by (b) a daily rate based on the Interest Rate and a three hundred sixty (360) day year by (c) the outstanding principal balance of the Loan.

(C)Default Rate. In the event that, and for so long as, any Event of Default shall have occurred and be continuing, the outstanding principal balance of the Loan and, to the extent permitted by law, all accrued and unpaid interest in

respect of the Loan and any other amounts due pursuant to the Loan Documents, shall accrue interest at the Default Rate, calculated from the date such payment was due without regard to any grace or cure periods contained herein. Interest at the Default Rate shall be computed from the occurrence of the Event of Default until (i) in the event of an Event of Default that is non-monetary in nature, the cure of such Event of Default by Borrower or (ii) in the event of an Event of Default that is monetary in nature, the actual receipt and collection of the Obligations (or that portion thereof that is then due). This subsection (C) shall not be construed as an agreement or privilege to extend the date of the payment of the Obligations, nor as a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default, and Lender retains its rights under the Note and this Agreement to accelerate and to continue to demand payment of the Obligations during the continuance of any Event of Default.

(D)Usury Savings. This Agreement, the Note and the other Loan Documents are subject to the express condition that at no time shall Borrower be obligated or required to pay interest on the principal balance of the Loan at a rate which could subject Lender to either civil or criminal liability as a result of being in excess of the Maximum Legal Rate. If, by the terms of this Agreement or the other Loan Documents, Borrower is at any time required or obligated to pay interest on the principal balance due hereunder at a rate in excess of the Maximum Legal Rate, the Interest Rate or the Default Rate, as the case may be, shall be deemed to be immediately reduced to the Maximum Legal Rate and all previous payments in excess of the Maximum Legal Rate shall be deemed to have been payments in reduction of principal and not on account of the interest due hereunder. All sums paid or agreed to be paid to Lender for the use, forbearance, or detention of the sums due under the Loan, shall, to the extent permitted by applicable law, be amortized, prorated, allocated, and spread throughout the full stated term of the Loan until payment in full so that the rate or amount of interest on account of the Loan does not exceed the Maximum Legal Rate of interest from time to time in effect and applicable to the Loan for so long as the Loan is outstanding.

(iii)Determination of Interest Rate.

(A)Interest Rate. The Interest Rate with respect to the Note shall be:

(A) the SOFR Rate with respect to the applicable Interest Accrual Period if the Loan is a SOFR Loan, (B) the Alternate Rate with respect to the applicable Interest Accrual Period if the Loan is an Alternate Rate Loan or (C) the Prime Rate with respect to the applicable Interest Accrual Period if the Loan is a Prime Rate Loan, in each case determined by Class A Lender as of the Determination Date.

(B)Benchmark Unavailability Period. During a Benchmark Unavailability Period, following Borrower’s receipt of notice of the commencement of such Benchmark Unavailability Period, the component of the Interest Rate based on Term SOFR (or the then-current Benchmark if the Loan is then an Alternate Rate Loan) shall be replaced, as of the first day of the next succeeding Interest Accrual Period and for the remainder of such Benchmark Unavailability Period, with the Prime Index Rate and the Loan shall be converted to a Prime Rate Loan bearing interest based on the Prime Rate in effect on each applicable Determination Date.

(C)Subject to the terms and conditions hereof, the Loan shall be either a SOFR Loan, a Prime Rate Loan or an Alternate Rate Loan, as applicable, and Borrower shall pay interest on the outstanding principal amount of the Loan at the SOFR Rate, the Prime Rate or at the Alternate Rate, as applicable, for the applicable Interest Accrual Period. Each determination by Class A Lender of the

Interest Rate shall be conclusive and binding for all purposes, absent manifest error.

(e)Costs and Expenses. Upon written demand by Class A Lender, Borrower shall indemnify Class A Lender for any cost or expense (including, without limitation, reasonable attorneys’ fees and disbursements) actually incurred by Class A Lender as a consequence of (i) a failure by Borrower to prepay the Loan on the Prepayment Date after Borrower has given a notice in accordance with Article 3(c) of a Prepayment Date, (ii) any payment of the Obligations on any day other than a Monthly Payment Date (including, without limitation, such cost or expense arising from interest or fees payable by Borrower to lenders of funds obtained by it in order to effect or maintain the Loan net of all interest income Borrower may receive by redeploying the funds received by Class A Lender on account of the Obligations at the Alternate Rate or the Prime Rate from and after the date of such payment), and/or (iii) any conversion of the SOFR Loan to an Alternate Rate Loan or a Prime Rate Loan in accordance with Article 3(f) or Article 3(h) on any day other than a Determination Date.

(f)Effect of a Benchmark Transition Event.

(i)Notwithstanding anything to the contrary herein or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Periodic Term SOFR Determination Day (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Date) for any Interest Accrual Period, the Alternate Index Rate will replace the then current Benchmark for all purposes hereunder or under any Loan Document in respect of such determination and all determinations on all subsequent Periodic Term SOFR Determination Days (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Dates) (without any amendment to, or further action or consent of any other party to, this Agreement).

(ii)In connection with the use, administration, adoption, or implementation of an Alternate Index Rate, Class A Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of the Borrower or any other party to this Agreement or any other Loan Document.

(iii)Class A Lender will promptly notify Borrower of (A) any Benchmark Replacement Date, (B) the implementation of any Alternate Index Rate, (C) the effectiveness of any Conforming Changes, and/or (D) any Benchmark Unavailability Period. Any determination, decision or election that is made by Class A Lender pursuant to and in accordance with this Section, including any determination with respect to a rate or adjustment or of the occurrence or non-occurrence of a Benchmark Replacement Date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error.

(iv)Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert (A) a SOFR Loan to a Prime Rate Loan or an Alternate Rate Loan, (B) a Prime Rate Loan to a SOFR Loan or an Alternate Rate Loan or (C) an Alternate Rate Loan to a SOFR Loan or a Prime Rate Loan.

(g)Future Advances.

(i)From time to time, in connection with the making by Borrower of a future advance to the Underlying Mortgagor pursuant to the Underlying Whole Loan Documents or the funding of the Future Advance Account (as defined in the Underlying Whole Loan Documents) as may be required pursuant to the Underlying Whole Loan

Documents, Borrower may request concurrently (x) from the Class A Lender, one more additional advances of the Class A Loan (each, a “Class A Additional Advance”) and

(y) from the Subordinated Lender, one more additional advances of the Class B Loan (each, a “Class B Additional Advance” and, together with a Class A Additional Advance, an “Additional Advance”); provided that Seller shall not request more than one (1) Additional Advance during any calendar month.

(ii)Class A Lender’s funding of a Class A Additional Advance shall be subject to the satisfaction of the following conditions:

(A)at least nine (9) Business Days prior to the requested Class A Additional Advance date (which request may be revoked to the extent the Underlying Mortgagor revokes its corresponding request for a future advance pursuant to the Underlying Whole Loan Documents or the Underlying Administrative Agent rescinds its requirement to fund the Future Advance Account), Borrower shall have requested such Class A Additional Advance in writing in reasonable detail and, during any period of time commencing after Class A Lender notifies Borrower in writing that Class A Lender (together with its Affiliates) no longer has any direct economic interest in the Underlying Whole Loan, shall have delivered to the Class A Lender copies of all documentation submitted by the Underlying Mortgagor in connection with the applicable future advance;

(B)other than in connection with the funding of the Future Advance Account, all conditions precedent to the related future advance under the Underlying Whole Loan Documents have been duly satisfied or waived in accordance with the terms of the Underlying Whole Loan Documents;

(C)immediately after giving effect to the requested Class A Additional Advance, the outstanding principal balance of the Class A Loan shall not exceed the Class A Maximum Loan Amount;

(D)immediately after giving effect to the requested Class B Additional Advance, the outstanding principal balance of the Class B Loan shall not exceed the Class B Maximum Loan Amount;

(E)no monetary Default or non-monetary Default of which notice has been given (other than, with respect to a non-monetary Default, any such Default of an administrative or immaterial nature that is susceptible to cure, provided that

(w) Borrower shall have commenced to cure such Default, (x) Borrower is diligently proceeding to cure the same prior to such Default becoming an Event of Default and (y) Borrower has provided evidence of such efforts acceptable to Class A Lender in its reasonable direction) or Event of Default shall have occurred and be continuing as of the related Class A Additional Advance date or will occur as a result of such Class A Additional Advance;

(F)all representations and warranties made by any Borrower Party in the Loan Documents shall be true, correct, complete and accurate on and as of the related Class A Additional Advance date with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date);

(G)prior to or simultaneously with the Class A Lender funding its Class A Additional Advance, Subordinated Lender shall have funded the related Class B Additional Advance to Borrower;

(H)during any period of time commencing after Class A Lender notifies Borrower in writing that Class A Lender (together with its Affiliates) no longer has any direct economic interest in the Underlying Whole Loan, Borrower shall deliver to Class A Lender such other information and documentation as Class A Lender reasonably requests, in each case, to the extent such information and documentation is in the possession of or may be obtained by Borrower pursuant to the terms of the Underlying Whole Loan Documents; and

(I)Class A Lender shall have received a written certification by Borrower stating that foregoing conditions have been or will be satisfied as of the time required above.

(iii)Upon the satisfaction of all conditions set forth in Article 3(g)(ii) as determined by Class A Lender, in its sole and absolute discretion, exercised in good faith, Class A Lender shall transfer the amount of the Class A Additional Advance to an account of Borrower if such advance is being funded after Borrower has made the related future advance to the Underlying Mortgagor or the Future Funding Account, as applicable, or, if such advance is being funded prior to or on the same day as the future advance is being made to the Underlying Mortgagor or the Future Funding Account is being funded, as applicable, directly to a settlement agent in accordance with an escrow instruction letter that is mutually acceptable to Class A Lender and Borrower.

(h)Requirements of Law. (1) Notwithstanding any other provision herein, if the adoption of or any change in any Requirement of Law or in the interpretation or application thereof after the date of this Agreement shall make it unlawful for Lender (A) to maintain or continue the Loan, then the Maturity Date shall occur for the Loan on the next Monthly Payment Date or on such earlier date as may be required by law, or (B) to accrue interest based on Term SOFR, then the Loan shall be converted automatically to an Alternate Rate Loan or a Prime Rate Loan on the next Determination Date or within such earlier period as required by law. If any termination or conversion of the Loan shall occur in accordance with subclause (B) of the preceding sentence, Borrower shall pay to Lender such amounts, if any, as may be required pursuant to Article 3(e)(ii) or (iii), respectively.

(2)If the adoption of or any change in any Requirement of Law or in the interpretation or application thereof by any Governmental Authority or compliance by Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority having jurisdiction over Lender made subsequent to the date hereof or any other Change in Law:

(A)shall subject any Recipient to any Taxes (other than (i) Covered Taxes, (ii) Taxes described in clauses (b) through (d) of the definition of “Excluded Taxes” and (iii) Connection Income Taxes) with respect to the Loan Documents or the Loan, or change the basis of taxation of payments to Lender in respect thereof;

(B)shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other acquisition of funds by, any office of Lender that is not otherwise included in the determination of Term SOFR (or the Prime Rate or the Alternate Index Rate, as applicable) hereunder; or

(C)shall impose on Lender any other condition;

and the result of any of the foregoing is to increase the cost to Lender or any other Recipient of making the Loan, continuing or maintaining any Loan or of maintaining its obligation to make any such Loan, then Borrower shall promptly pay Lender or any other

Recipient, upon demand therefor, any additional amounts necessary to compensate Lender or any other Recipient for such increased cost or reduced amount receivable. This covenant shall survive the termination of this Agreement and the repayment by Borrower of the Loan.

(3)If Class A Lender shall have determined that the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Lender or any corporation controlling Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority made subsequent to the date hereof has the effect of reducing the rate of return on Lender’s or such corporation’s capital as a consequence of its obligations hereunder to a level below that which Lender or such corporation could have achieved but for such adoption, change or compliance (taking into consideration Lender’s or such corporation’s policies with respect to capital adequacy), then Borrower shall promptly pay to Lender such additional amount or amounts as will compensate Lender for such reduction.

(4)If Lender becomes entitled to claim any amount pursuant to clauses (2) or

(3) above, Lender shall, within ten (10) Business Days after becoming aware that it is so entitled, notify Borrower in writing specifying the event by reason of which it has become so entitled and setting forth the calculation of any such amount, which calculation shall be conclusive evidence of any such amount absent manifest error.

(5)Lender’s or Borrower’s failure or delay to demand compensation pursuant to the foregoing provisions of this Article 3(h) shall not constitute a waiver of Lender’s or Borrower’s, as applicable, right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Article 3(h) for any increased costs incurred or reductions suffered more than nine months prior to the date that Lender, notifies Borrower of the change in any Requirement of Law or in the interpretation or application thereof giving rise to such increased costs or reductions, and of Lender’s intention to claim compensation therefor (except that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof).

ARTICLE 4

INTENTIONALLY OMITTED

ARTICLE 5

PAYMENTS; COLLECTION ACCOUNT

(a)All transfers of funds to be made by Borrower hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim.

(b)All payments required to be made directly to Lender shall be made in accordance with the wiring instructions set forth below (or such other wire instructions provided by Class A Lender to Borrower in writing), not later than 2:00 p.m. (New York City time), on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day).

Bank Name:    Barclays Bank PLC New York

Address:    New York, NY SWIFT Address:    BARC US 33

Account No.:    280238433

UID No.:    312842

Beneficiary:    Barclays Bank PLC Wholesale, London Swift Address:    BARCGB5G

(c)Concurrently with the execution and delivery of this Agreement, Borrower shall establish a segregated deposit account (the “Collection Account”) in the name of Borrower held on behalf of Lender at Account Bank. The Collection Account shall be subject to the Account Control Agreement in favor of Lender.

(d)Borrower shall cause administrative agent (or any appointed third-party servicer) under the Underlying Loan Agreement to promptly remit, and in any event no later than two (2) Business Days after receipt thereof, all Income directly into the Collection Account. If any Borrower Party or any Affiliate of thereof shall receive any Income other than by remittance from the Collection Account in accordance with the following sentence, such party shall (and Borrower shall cause such party to) promptly (and in any case within two (2) Business Days after receipt thereof) remit such amounts directly into the Collection Account. Amounts in the Collection Account shall be remitted by Account Bank in accordance with the provisions of Articles 5(e) and 5(f).

(e)So long as no Event of Default shall have occurred and be continuing, Account Bank shall remit all amounts in the Collection Account to, or at the direction of, Borrower. So long as no Event of Default shall have occurred and be continuing, Borrower shall, on each Monthly Payment Date (or, with respect to Lender’s Share of the Underlying Loan Principal Payment received for the Underlying Loan by Borrower, on the date of payment to Borrower pursuant to the Underlying Loan Documents), apply such amounts in the Collection Account in the following order and priority:

(i)first, to pay all fees and expenses (other than amounts due and owing pursuant to any indemnification provisions) then due and payable to Custodian pursuant to the Custodial Agreement;

(ii)second, to Class A Lender, an amount equal to all accrued and unpaid interest for the Class A Component then due and payable;

(iii)third, to the extent any Lender’s Share of the Underlying Loan Principal Payment is received for the Underlying Loan, to Class A Lender, to be applied in reduction of the principal amount of the Class A Loan in an amount equal to the Lender’s Share of the Underlying Loan Principal Payment that is received for the Underlying Loan until repaid in full;

(iv)fourth, to Class A Lender, an amount equal to any other amounts then due and payable to Class A Lender under any Loan Document;

(v)fifth, to the Subordinated Lender, an amount equal to all accrued and unpaid interest for the Class B Component then due and payable;

(vi)sixth, to the Subordinated Lender, an amount equal to any other amounts then due and payable to Subordinated Lender under any Loan Document, provided, however, that such payment shall not cause an EU/UK Retention Event to occur; and

(vii)seventh, the surplus, if any, to Borrower.

(f)Upon receipt of notice from Class A Lender that an Event of Default shall have occurred and be continuing, and so long as Class A Lender has not withdrawn such notice, Account Bank shall cease remitting funds to, or at the direction of, Borrower pursuant to Article 5(e) and shall instead remit, on each Business Day beginning on the Business Day after receipt of such notice from Class A Lender, all amounts on deposit in the Collection Account as of the prior Business Day to Class A Lender for application to the Obligations in such order of priority as Class A Lender shall determine in its sole and absolute discretion.

(g)Notwithstanding anything to the contrary herein or in any other Loan Document, so long as no Event of Default shall have occurred and be continuing, each Principal Payment of

the Underlying Loan in excess of the Lender’s Share of the Underlying Loan Principal Payment shall be, first, paid to the Subordinated Lender pursuant to Article 5(e)(vi) above and, second, retained or disbursed by Borrower in its sole discretion.

(h)If the amounts applied by Class A Lender as provided in Articles 5(e) or (f) above are insufficient to pay all amounts due and payable from Borrower to Lender under this Agreement or any Loan Document on a Monthly Payment Date, the Maturity Date, upon the occurrence and during the continuance of an Event of Default or otherwise, Borrower shall nevertheless remain liable for and shall pay to Lender when due all such amounts.

(i)Taxes.

(i)All payments made by Borrower under the Loan Documents shall be made free and clear of and without deduction or withholding for or on account of any Taxes unless the withholding or deduction is required by applicable law. If Borrower is required by applicable law to deduct or withhold any Taxes from any such payment, Borrower shall: (i) make such deduction or withholding; (ii) pay the amount so deducted or withheld to the appropriate Governmental Authority not later than the date when due;

(iii) deliver to Barclays Bank PLC, as soon as practicable, original tax receipts (or a certified copy), a copy of the return reporting such payment or other evidence satisfactory to Barclays Bank PLC of the payment when due of the full amount of such Taxes; and (iv) if such deduction or withholding is in respect of Covered Taxes, then the sum payable by Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Article 5(i)) the applicable Recipient receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(ii)Without duplication of other amounts payable by the Borrower under this Article 5, Borrower agrees to pay to the relevant Governmental Authority in accordance with applicable law any current or future recordation, stamp, court, documentary, intangible, filing or similar taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (“Other Taxes”). For the avoidance of doubt, Other Taxes shall not include any Excluded Taxes.

(iii)Without duplication of the obligation of Borrower to pay additional amounts on account of Covered Taxes pursuant to Article 5(i)(i) and to pay Other Taxes pursuant to Article 5(i)(ii), Borrower agrees to indemnify each Recipient, within 10 days after demand therefor, for the full amount of any and all Covered Taxes (including Covered Taxes imposed or assessed on or attributable to additional amounts payable with respect to Article (5)(i)(i)) and Other Taxes payable or paid by such Recipient, or required to be withheld or deducted from a payment to such Recipient, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Covered Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender shall be conclusive absent manifest error.

(iv)Without prejudice to the survival of any other agreement hereunder, the agreements and obligations of each party contained in this Article 5(i) shall survive the termination of this Agreement. Nothing contained in this Article 5(i) shall require Lender to make available any of its tax returns or other information that it deems to be confidential or proprietary.

(v)Tax Forms and Information.

(A)Any Lender that is a U.S. Person shall deliver to the Borrower on or about the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), executed copies of IRS Form W-9 certifying that such Lender is exempt from

U.S. federal backup withholding tax;

(B)Any Lender that is not a U.S. Person (a “Non-U.S. Person”), shall, to the extent it is legally entitled to do so, deliver to Borrower on or before the date when such Person becomes a party to this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), whichever of the following is applicable:

(1)in the case of a Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)executed copies of IRS Form W-8ECI;

(3)in the case of a Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit VII-A to the effect that such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E; or

(4)to the extent a Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit VII-B or Exhibit VII-C, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if such Lender is a partnership and one or more direct or indirect partners of such Lender are claiming the portfolio interest exemption, such Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit VII-D on behalf of each such direct and indirect partner;

(C)Any Lender that is a Non-U.S. Person shall, to the extent it is legally entitled to do so, deliver to the Borrower (in such number of copies as shall be requested by the Borrower) on or about the date on which such Non-U.S. Person becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit the Borrower to determine the withholding or deduction required to be made. Notwithstanding anything to the contrary in this Article 5(i)(v), the completion, execution and submission of such documentation described in this Article 5(i)(v)(C) shall not be required if in the Class A Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Class A Lender; and

(D)If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Internal Revenue Code, as applicable), such Lender shall deliver to the Borrower at the time or times prescribed by law and at such time or times reasonably requested by the Borrower such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Internal Revenue Code) and such additional documentation reasonably requested by the Borrower as may be necessary for the Borrower to comply with its obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Article 5(i)(v), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(E)Each Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification, provide such successor form, or promptly notify the Borrower in writing of its legal inability to do so.

(vi)Intentionally omitted.

(vii)If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Article 5(i) (including by the payment of additional amounts pursuant to this Article 5(i)), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of the indemnity payments made under this Article 5(i) with respect to Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Article 5(i)(vii) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Article 5(i)(vii), in no event will the indemnified party be required to pay any amounts to an indemnifying party pursuant to this Article 5(i)(vii) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to the indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(viii)If Lender requests compensation under this Article 5(i), Borrower may, at its option, within thirty (30) days after delivery of such request, repay the then outstanding Obligations of the Loan and any amounts payable under Article 3(h) and Article 5(i) (excluding any compensation which is not already due and payable pursuant to this Agreement), and, notwithstanding anything to the contrary contained herein or in any other Loan Document, there shall be no prepayment fee or premium due.

ARTICLE 6

SECURITY INTEREST

(a)Borrower hereby assigns, pledges and grants a security interest in all of its right, title and interest in, to and under the Collateral, whether now owned or hereafter acquired, now existing or hereafter created and wherever located, subject to the terms and conditions of this

Agreement, to Lender to secure the payment of the Obligations on the Loan to which Borrower is a party and all other amounts owing by Borrower to Lender hereunder, including, without limitation, amounts owing pursuant to Article 25, and under the other Loan Documents. For purposes of this Agreement, “Collateral” shall mean:

(i)the Collection Account and all monies from time to time on deposit in the Collection Account and any and all replacements, substitutions, distributions on, income relating to or proceeds of any and all of the foregoing, whether now owned or hereafter acquired, now existing or hereafter created and wherever located; and

(ii)the Underlying Loan Items.

(b)Intentionally Omitted.

(c)Lender’s security interest in the Collateral and the Collection Account shall terminate only upon payment of the monetary Obligations in full. Upon such payment and upon request of Borrower, Lender shall, at Borrower’s sole expense, deliver to Borrower such UCC termination statements and other release documents as may be commercially reasonable and return (or approve the return by Custodian in accordance with the Custodial Agreement, as applicable) the Underlying Loan, Underlying Loan Documents and Underlying Loan Files to Borrower and reconvey the Underlying Loan to Borrower and release its security interest in the Collateral and the Collection Account, such release to be effective automatically without further action by any party. For purposes of the grant of the security interest pursuant to this Article 6, this Agreement shall be deemed to constitute a security agreement under the New York Uniform Commercial Code (the “UCC”). Lender shall have all of the rights and may exercise all of the remedies of a secured creditor under the UCC and the other laws of the State of New York. In furtherance of the foregoing, (i) Lender, at Borrower’s sole cost and expense, shall cause to be filed in such locations as may be necessary to perfect and maintain perfection and priority of the security interest granted hereby, UCC financing statements and continuation statements (collectively, the “Filings”), and shall forward copies of such Filings to Borrower upon completion thereof, and (ii) Borrower shall from time to time take such further actions as may be requested by Class A Lender in its reasonable discretion to maintain and continue the perfection and priority of the security interest granted hereby (including marking its records and files to evidence the interests granted to Lender hereunder). Notwithstanding the foregoing, the Obligations shall be full recourse to Borrower (but shall not be recourse to any direct or indirect equity owners of Borrower, other than Guarantor in accordance with the Guaranty).

(d)Borrower hereby acknowledges and agrees that the Servicing Rights constitute Collateral hereunder for all purposes.

(e)Borrower agrees, to the extent permitted by applicable law, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where the Underlying Loan may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of the Underlying Loan, in each case in accordance with the terms of this Agreement, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and Borrower, for itself and all who may at any time claim through or under it, hereby waives until the Obligations are paid in full, to the full extent that it may be lawful so to do, the benefit of all such laws and any and all right to have any of the properties or assets constituting the Underlying Loan marshaled upon any such sale, and agrees that, upon the occurrence and during the continuance of an Event of Default, Lender or any court having jurisdiction to foreclose the security interests granted in this Agreement may, upon the occurrence and during the continuance of an Event of Default, sell the Underlying Loan as an entirety or in such parcels as Lender or such court may determine.

ARTICLE 7

ASSIGNMENT AND CUSTODY

(a)The Underlying Loan Documents shall be collaterally assigned to Lender as security for the Loan and delivered to Custodian, together with endorsements of the original Underlying Mortgage Note in blank and other ancillary loan documentation. Borrower shall deposit the Underlying Loan Files representing the Underlying Loan, or direct (including through a bailee) that the Underlying Loan Files be deposited directly with the Custodian in accordance with the Custodial Agreement. Pursuant to the Custodial Agreement, Custodian shall hold the Underlying Loan Files as exclusive bailee and agent for the benefit of Lender pursuant to the terms of the Custodial Agreement. The Underlying Loan Files shall be maintained in accordance with the Custodial Agreement. If any portion of the Underlying Loan File is not delivered to Class A Lender or its designee (including the Custodian), the Underlying Loan File shall be held in trust by Borrower or its designee for the benefit of Lender as the owner thereof. Borrower or its designee shall maintain a copy of the Underlying Loan File and the originals of the Underlying Loan File not delivered to Class A Lender or its designee (including the Custodian). Borrower or its designee (including the Custodian) shall release its custody of the Underlying Loan File only in accordance with a written request acknowledged in writing by Class A Lender and otherwise in accordance with the Custodial Agreement.

(b)From time to time, Borrower shall forward to the Custodian, with copy to Lender, additional original documents or additional documents evidencing any assumption, modification, consolidation or extension of the Underlying Loan Documents approved (if and to the extent required) in accordance with the terms of this Agreement, and upon receipt of any such other documents Custodian will be required to hold such other documents in the Underlying Loan File in accordance with the Custodial Agreement.

ARTICLE 8

INTENTIONALLY OMITTED

ARTICLE 9

REPRESENTATIONS AND WARRANTIES OF BORROWER

Borrower represents and warrants to Class A Lender as of the date hereof as follows:

(a)Organization, Etc. Borrower (i) is duly organized, validly existing and in good standing under the laws and regulations of the State of Delaware, (ii) has the limited liability company 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 limited liability company power to execute, deliver, and perform its obligations under the Loan Documents.

(b)Authorization, Acting as Principal, Approvals, Compliance. Borrower represents that (i) it is duly authorized to execute and deliver the Loan Documents to which it is a party, to enter into the Loan as contemplated hereunder and to perform its obligations under the Loan Documents, and has taken all necessary action to authorize such execution, delivery and performance, (ii) it will engage in the Loan as principal, and (iii) each person signing any Loan Document on its behalf is duly authorized to do so on its behalf.

(c)Approvals and Consents. No consent, approval or other action of, or filing by Borrower 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 any of the Loan Documents (other than consents, approvals and filings 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).

(d)Licenses and Permits. Borrower is duly licensed, qualified and in good standing in every jurisdiction where such licensing, qualification or standing is necessary, and has all licenses, permits and other consents that are necessary, for the transaction of Borrower’s business, including the acquisition, ownership or sale of the Underlying Loan or other Underlying Loan Item, except, in each case, as would not reasonably be anticipated to have a Material Adverse Effect.

(e)Due Execution; Enforceability. The Loan Documents to which it is a party have been or will be duly executed and delivered by Borrower, for good and valuable consideration. Once executed by each applicable counterparty, the Loan Documents constitute the legal, valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to general principles of equity.

(f)Ability to Perform. Borrower does not have any Knowledge of any circumstance that would cause Borrower to be unable perform each and every covenant applicable to it and contained in the Loan Documents to which it is a party.

(g)Non-Contravention. Neither the execution and delivery of the Loan Documents, nor the consummation by Borrower of the transactions contemplated by the Loan Documents (or any of them), nor compliance by Borrower with the terms, conditions and provisions of the Loan Documents (or any of them) will conflict with or result in a breach of any of the terms, conditions or provisions of (i) the organizational documents of Borrower, (ii) any agreement by which Borrower is bound or to which the assets of Borrower are subject or constitute a default thereunder, or result thereunder in the creation or imposition of any lien upon any of the assets of Borrower, other than pursuant to the Loan Documents, (iii) any judgment or order, writ, injunction, decree or demand of any court applicable to Borrower, or (iv) any applicable Requirement of Law, in each case of clauses (ii) through (iv) above, to the extent that such conflict or breach would have a Material Adverse Effect.

(h)Litigation; Requirements of Law. Except as disclosed in writing to Class A Lender, there is no action, suit, proceeding, investigation or arbitration pending or, to Borrower’s Knowledge, threatened in writing against Borrower or Guarantor or any of their respective assets (other than those that are covered by insurance) that, if adversely determined, could reasonably be expected to result in a Material Adverse Effect. Borrower is in compliance with all Requirements of Law, except where failure to comply could not be reasonably likely to result in a Material Adverse Effect. Except as disclosed in writing to Class A Lender, Borrower is not in default in any material respect with respect to any judgment, order, writ, injunction, or decree of any arbitrator or Governmental Authority that could reasonably be expected to result in a Material Adverse Effect or could reasonably be expected to constitute a Default or an Event of Default.

(i)Judgments. Except as disclosed in writing to Class A Lender, there are no judgments against Borrower or Guarantor (other than those that are covered by insurance) that, in each case, are unsatisfied of record or docketed in any court located in the United States of America.

(j)No Bankruptcies. No Act of Insolvency has ever occurred with respect to any Borrower Party.

(k)Intentionally Omitted.

(l)No Broker. Borrower has not dealt with any broker, investment banker, agent, or other Person (other than Class A Lender or an Affiliate of Class A Lender) who may be entitled to any commission or compensation in connection with the financing of the Underlying Loan pursuant to any of the Loan Documents.

(m)No Default. No Event of Default or, to Borrower’s Knowledge, monetary or material non-monetary Default has occurred and is continuing under or with respect to the Loan Documents of which Borrower has not given notice if and when required in accordance with Article 11(a).

(n)Intentionally Omitted.

(o)No Material Adverse Effect. Except as disclosed in writing to Class A Lender, Borrower has no Knowledge of any actual development, event or other fact that has not been disclosed in writing by Borrower and would reasonably be expected to result in a Material Adverse Effect.

(p)Intentionally Omitted.

(q)Authorized Representatives. The duly authorized representatives of Borrower are listed on and true signatures of such authorized representatives are set forth on Exhibit II hereto, or such other most recent list of authorized representatives substantially in the form of Exhibit II hereto as Borrower may from time to time deliver to Class A Lender.

(r)Principal Place of Business; Jurisdiction of Organization; Location of Books and Records. Each Borrower Party’s principal place of business and address for notices is located at the address for notices specified for such Borrower Party on Exhibit I, unless such Borrower Party has provided a new address to Class A Lender in writing. Borrower’s jurisdiction of organization is the State of Delaware. The location where Borrower keeps its books and records, including all computer tapes and records relating to the Collateral, is its principal place of business.

(s)Representations and Warranties Regarding the Underlying Loan. Each of the representations and warranties made regarding the Underlying Loan pursuant to Exhibit V are true, complete and correct in all material respects, except as disclosed in writing by Borrower prior to the closing of the Loan.

(t)Good Title to Underlying Loan. Immediately prior to the closing of the Loan (A) Borrower’s interest in the Underlying Loan is free and clear of any lien, encumbrance or impediment to transfer (including any “adverse claim” as defined in Article 8-102(a)(1) of the UCC), (B) Borrower’s interest in the Underlying Loan is not subject to any right of set-off, any prior sale, transfer, assignment or participation, or any agreement by Borrower to assign, convey, transfer or participate the Underlying Loan, in each case, in whole or in part, (C) Borrower is the sole owner of and has good and marketable title to the Underlying Loan and (D) Borrower has the right to pledge the Underlying Loan to Lender as collateral for the Loan.

(u)No Encumbrances. Other than in connection with Borrower’s purchase of the Underlying Loan from Class A Lender, there are (i) no outstanding rights, options, warrants or agreements on the part of Borrower for a purchase, sale or issuance, in connection with the Underlying Loan or other Underlying Loan Item, (ii) no agreements on the part of Borrower to issue, sell or distribute the Underlying Loan or other Underlying Loan Item and (iii) no obligations on the part of Borrower (contingent or otherwise) to purchase, redeem or otherwise acquire any securities or interest therein, in each case, except as contemplated by the Loan Documents.

(v)Security Interest in Collateral. Upon execution and delivery of the Account Control Agreement, Lender shall have a legal, valid, enforceable and fully perfected first priority security interest in all right, title and interest of Borrower in the Collection Account and all funds credited thereto, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to general principles of equity. The provisions of this Agreement are effective to create in favor of Lender a valid “security interest” (as defined in Section 1-201(b)(35) of the UCC) in all rights, title and interest of Borrower in, to and under the Collateral, and:

(i)with respect to the portion of the Collateral constituting an “instrument” (as defined in Section 9-102(a)(47) of the UCC), upon possession of such Collateral constituting an “instrument”, endorsed in blank, by the Custodian in accordance with the Custodial Agreement, Lender shall have a valid, perfected first priority security interest in such Collateral constituting an “instrument”, subject to bankruptcy, insolvency and other limitations on creditors’ rights generally and to equitable principles; and

(ii)upon filing the UCC Financing Statements in the applicable UCC Filing Jurisdiction, Lender shall have a valid, perfected first priority security interest in the Collateral to the extent that a security interest in the Collateral can be perfected under the UCC by the filing of financing statements, subject to bankruptcy, insolvency and other limitations on creditors’ rights generally and to equitable principles.

(w)Delivery of Underlying Loan File. The Underlying Mortgage Note and any other document required to be delivered under this Agreement and the Custodial Agreement for the Underlying Loan has been delivered to the Class A Lender or the Custodian on its behalf (or shall be delivered in accordance with the time periods set forth herein or in the Custodial Agreement).

(x)Covered Fund. Borrower has been structured so as not to constitute, and is not, a “covered fund” for purposes of Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Volcker Rule”), and is relying upon an exception or exemption from the registration requirements of the Investment Company Act set forth in Section 3(c)(5)(C) of the Investment Company Act.

(y)Federal Regulations. Borrower is not required to register as an “investment company,” or a company “controlled by an investment company,” within the meaning of the Investment Company Act of 1940, as amended.

(z)Taxes. Borrower has filed or caused to be filed all United States federal and state income Tax returns and all other tax returns and reports required to be filed that would be delinquent if they had not been filed on or before the date hereof (taking into account any extensions) and has paid all such Taxes shown to be due and payable on or before the date hereof on such returns or on any assessments made against it or any of its property (in each case taking into account any extensions) except (a) for any such Taxes as are being appropriately contested in good faith by appropriate proceedings and with respect to which adequate reserves have been provided in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; no Tax liens have been filed against any of Borrower’s assets, except for such Tax liens as are being appropriately contested in good faith by appropriate proceedings and with respect to which adequate reserves have been provided in accordance with GAAP.

(aa) ERISA. (i) Borrower does not sponsor or maintain any Plan and does not make any contributions to any Plan or any Multiemployer Plan and (ii) Borrower is not, and will not be, a Benefit Plan Investor.

(bb) Solvency; No Fraudulent Transfer. Neither the Loan Documents nor the Loan are entered into in contemplation of insolvency or with intent to hinder, delay or defraud any creditors of Borrower. As of the date hereof, Borrower is not insolvent within the meaning of 11

U.S.C. Section 101(32) or any successor provision thereof and the financing of the Underlying Loan on date hereof pursuant hereto and the obligation to repay the Loan (i) will not cause the liabilities of Borrower to exceed the assets of Borrower, (ii) will not result in Borrower having unreasonably small capital, and (iii) will not result in debts that would be beyond Borrower’s ability to pay as the same mature. No Act of Insolvency has occurred with respect to Borrower. Borrower has only entered into agreements with Affiliates on terms that would be considered arm’s length and otherwise on terms consistent with other similar agreements with other similarly situated entities.

(cc) Use of Proceeds; Margin Regulations. All proceeds of the Loan shall be used by Borrower for purposes permitted under Borrower’s governing documents, provided that no part of the proceeds of the Loan shall be used by Borrower to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock. Neither the entering into of the Loan nor the use of any proceeds thereof shall violate, or be inconsistent with, any provision of Regulation T, U or X of the Board of Governors of the Federal Reserve System.

(dd) Full and Accurate Disclosure. As of the date delivered, all information, reports, statements, exhibits, schedules and certificates (i) furnished in writing by or on behalf of any Borrower Party in connection with the negotiation, preparation or delivery of the Loan Documents, or after the date hereof pursuant to the terms of any Loan Document or (ii) included in any Loan Document, when taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein not materially misleading in light of the circumstances under which they were made, or (in the case of projections) is or will be based on reasonable estimates, on the date as of which such information is stated or certified; provided, that the representation in this Article 9(dd) is made to Borrower’s Knowledge with respect to information provided by third parties.

(ee) Financial Information; Business Condition. As of the date delivered, all financial data concerning the Guarantor that has been delivered by or on behalf of Borrower to Class A Lender is true, complete and correct in all material respects on the date of the delivery thereof to Class A Lender. All financial data concerning each Borrower Party has been prepared fairly in accordance with GAAP consistently applied. Since the delivery of such data, except as otherwise disclosed in writing to Class A Lender, there has been no change in the financial condition of Guarantor or, to Borrower’s Knowledge, in the results of operations (or prospects) of Guarantor, which change could reasonably be expected to result in a Material Adverse Effect.

(ff)    Intentionally Omitted.

(gg) No Reliance. Borrower has made its own independent decisions to enter into the Loan Documents and the Loan and as to whether the Loan is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including without limitation, legal counsel and accountants) as it has deemed necessary. Borrower is not relying upon any advice from Class A Lender as to any aspect of the Loan, including without limitation, the legal, accounting or tax treatment of the Loan. Notwithstanding the foregoing, Class A Lender acknowledges that Borrower is relying on the representations and warranties made by Class A Lender or an Affiliate of Class A Lender in connection with the Borrower’s acquisition of the Underlying Loan.

(hh) Anti-Money Laundering and Economic Sanctions. Borrower represents, warrants and covenants that it has complied, and will comply, in all material respects, and to the extent applicable, with the Patriot Act, AC Laws, and AML Laws by (1) complying with an adequate anti-money-laundering compliance program as required by the AML Laws, (2) conducting the requisite due diligence in connection with the origination of the Loan for purposes of the AML Laws, including with respect to the legitimacy of the related obligor (if applicable) and the origin of the assets used by such obligor to acquire the mortgage loan in question, and (3) maintaining sufficient information to identify the related obligor (if applicable) for purposes of the AML Laws. Borrower further represents, warrants and covenants that each Borrower Party and any Person that has a direct or indirect economic interest in Borrower of greater than ten percent (10%), and their directors, officers, or employees, in each case, has not, and at all times throughout the term of the Loan, including after giving effect to any transfers of interests permitted pursuant to the Loan Documents, shall not: (i) be (or, to Borrower’s Knowledge, have been) a Sanctioned Person or organized, located or resident in a Sanctioned Jurisdiction; (ii) fail to operate (or, to Borrower’s Knowledge, have operated) under policies, procedures and practices (including, without limitation, recordkeeping and reporting), if any, that are in compliance with (and ensure compliance with) the Patriot Act, AC Laws, AML Laws and Sanctions; (iii) directly

or indirectly use (or, to Borrower’s Knowledge, have used) any part of the proceeds of the Loan (including, without limitation, any sums disbursed from time to time hereunder) or otherwise lend, contribute or make the same available (or, to Borrower’s Knowledge, have lent, contributed or made the same available), in each case, (A) to fund or facilitate any activities or business (I) of or with any Sanctioned Person or (II) of or in any Sanctioned Jurisdiction, (B) in any manner that would result in a violation of any Sanctions by any Person or (C) in violation of any applicable laws (including, without limitation, the Patriot Act, AC Laws, AML Laws and/or Sanctions), (iv) be (or, to Borrower’s Knowledge, have been) a Person who has been determined by competent authority to be subject to any of the prohibitions contained in the Patriot Act; or (v) be (or, to Borrower’s Knowledge, have been) owned or controlled by or be (or, to Borrower’s Knowledge, have been) acting for or on behalf of, in each case, any Person who has been determined to be subject to the prohibitions contained in the Patriot Act. Without limitation of any other term or provision contained herein, it shall be an Event of Default hereunder if any Borrower Party or any Person that has a direct or indirect economic interest in the Borrower of greater than ten percent (10%) becomes the subject of Sanctions or is indicted, arraigned or custodially detained on charges involving Sanctions, the Patriot Act, AC Laws and/or AML Laws and/or predicate crimes to AC Laws, the Patriot Act, AML Laws and Sanctions. Borrower hereby represents and covenants that none of the execution, delivery or performance of the Loan Documents or any activities, transactions, services, collateral and/or security contemplated thereunder has or shall result in a breach of the Patriot Act, AC Laws, AML Laws and/or Sanctions by any party to the Loan Documents or their respective Affiliates. All capitalized words and phrases and all defined terms used in the Patriot Act are incorporated into this Section.

(ii)Intentionally Omitted.

(jj) Insider. Borrower is not an “executive officer,” “director,” or “person who directly or indirectly or acting through or in concert with one or more persons owns, controls, or has the power to vote more than 10% of any class of voting securities” (as those terms are defined in 12 U.S.C. § 375(b) or in regulations promulgated pursuant thereto) of Class A Lender, of a bank holding company of which Class A Lender is a Subsidiary, or of any Subsidiary of a bank holding company of which Class A Lender is a Subsidiary.

(kk) Intentionally Omitted. (ll) Intentionally Omitted.

(mm) Ownership and Tax Status. Borrower is a direct wholly-owned subsidiary of Subordinated Lender. Borrower is treated as disregarded as an entity separate from Subordinated Lender and from Guarantor, the common regarded owner (as of the date hereof) of Borrower and Subordinated Lender, for U.S. federal income tax purposes.

(nn)    Tax Status.    For U.S. federal income tax purposes, Borrower is a disregarded

entity.

(oo)    No Real Property. Borrower has not at any time since its formation held title to any real property.

ARTICLE 10

NEGATIVE COVENANTS OF BORROWER

On and as of the date hereof and at all times while this Agreement or the Loan is in effect, Borrower shall not, without the prior written consent of Class A Lender:

(a)Knowingly take any action that would directly or indirectly impair or materially and adversely affect Lender’s first priority security interest in the Underlying Loan;

(b)transfer, assign, convey, grant, bargain, sell, set over, deliver or otherwise dispose of, or pledge or hypothecate, directly or indirectly, any interest in the Underlying Loan to any Person other than Lender;

(c)create, incur, assume or suffer to exist any Lien, encumbrance or security interest in or on the Underlying Loan or the other Collateral, whether now owned or hereafter acquired, other than the Liens and security interest granted by Borrower pursuant to the Loan Documents;

(d)except for Permitted Debt, create, incur, assume or suffer to exist any Indebtedness or other obligation, secured or unsecured, direct or indirect, absolute or contingent (including guaranteeing any obligation) if the same would cause Borrower to violate the covenants contained in Article 12;

(e)subject to Article 27, permit (through, to the extent of Borrower’s rights under the Underlying Loan Agreement, the giving of affirmative consent (or affirmative waiver) or, the giving of deemed consent (or deemed waiver or failure to object)) the Underlying Mortgaged Property or Underlying Mortgagor, to create, incur, assume or suffer to exist any Liens or Indebtedness, including without limitation, junior mortgage debt or mezzanine debt (in each case, excluding Permitted Encumbrances against the Underlying Mortgaged Property);

(f)except pursuant to the Underlying Loan Agreement, consent or assent to any Significant Modification other than in accordance with Article 27;

(g)permit the organizational documents or organizational structure of Borrower to be amended in a manner that violates Article 12; provided, however, that the foregoing shall not prohibit any modifications to Borrower’s organizational documents which are administrative in nature (other than with respect to the special purpose entity provisions) or solely reflect new direct or indirect ownership so long as no Change of Control has occurred;

(h)enter into any transaction of merger or consolidation or amalgamation or Division, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution), or sell all or substantially all of its assets;

(i)suffer a Change of Control that Class A Lender has not consented to;

(j)after the occurrence and during the continuance of an Event of Default, make any distribution, 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 Capital Stock of Borrower, 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 Borrower;

(k)intentionally omitted;

(l)use any part of the proceeds of the Loan for any purpose which violates, or would be inconsistent with, the provisions of Regulation T, U or X of the Board of Governors of the Federal Reserve System;

(m)directly, or through a Subsidiary, acquire or hold title to any real property; or

(n)make any election or otherwise take any action that would cause Borrower to be treated as an association taxable as a corporation for U.S. federal income tax purposes.

ARTICLE 11

AFFIRMATIVE COVENANTS OF BORROWER

On and as of the date hereof and at all times while this Agreement or the Loan is in effect, Borrower covenants that:

(a)Borrower Notices.

(i)Intentionally Omitted.

(ii)Event of Default. Borrower shall promptly, and in any case within two

(2) Business Days after obtaining Knowledge thereof, notify Class A Lender of the occurrence of any Event of Default.

(iii)Underlying Loan Event of Default. During any period of time commencing after Class A Lender notifies Borrower in writing that Class A Lender (together with its Affiliates) no longer has any direct economic interest in the Underlying Whole Loan, Borrower shall promptly, and in any case within two (2) Business Days after obtaining Knowledge thereof, deliver to Lender any written notice of the occurrence of any Underlying Loan Event of Default.

(iv)Other Defaults, Litigation and Judgments. Borrower shall within five (5) Business Days after obtaining Knowledge thereof, notify Class A Lender of (A) any event of default (beyond applicable notice and grace periods) on the part of Borrower and/or Guarantor under any Indebtedness or other material contractual obligations; and

(B) the commencement or written threat of, or judgment in, any action, suit, proceeding, investigation or arbitration before any Governmental Authority involving Borrower and/or Guarantor or any of their respective assets.

(v)Intentionally Omitted.

(vi)Intentionally Omitted.

(vii)Corporate Change. Borrower shall advise Class A Lender in writing of the opening of any new chief executive office, or the closing of any such office, of Borrower and of any change in Borrower’s name or the places where the books and records pertaining to the Underlying Loan are held not less than fifteen (15) Business Days prior to taking any such action. In connection with any of the aforementioned changes, Borrower shall have delivered to Class A Lender all UCC financing statements and amendments thereto as Class A Lender shall reasonably request and taken all other actions reasonably deemed necessary by Class A Lender to continue its perfected status in the Collateral with at least the same priority.

(viii)Transfers of Indirect Equity in Borrower. Borrower shall advise Class A Lender in writing, promptly, and in any case within two (2) Business Days after Knowledge thereof, of any transfer resulting in any Person or its Affiliates thereafter owning ten percent (10%) or more of the direct or indirect equity ownership of Borrower, individually or in the aggregate, and the identity of the transferee(s), together with a post-transfer organizational chart to the extent that such transfer results in a

change to the previously delivered organizational chart and all “know your customer” information concerning such transferee(s) reasonably requested by Class A Lender, provided that such information is in Borrower’s possession or reasonably obtainable by Borrower.

(b)Reporting.

(i)Underlying Loan Information. During any period of time commencing after Class A Lender notifies Borrower in writing that Class A Lender (together with its Affiliates) no longer has any direct economic interest in the Underlying Whole Loan, to the extent the related items are available to Borrower pursuant to its rights under the Underlying Loan Agreement: (A) Borrower shall provide, or shall cause to be provided, to Lender no later than the fifth (5th) day of each month, any and all property level financial information (including, without limitation, operating and financial statements) with respect to the Underlying Loan that was received during the preceding calendar month and is in the possession of Borrower or an Affiliate of Borrower, including, without limitation, rent rolls, income statements and STR reports; and (B) promptly upon request, such other information with respect to the Underlying Loan that may be reasonably requested by Class A Lender from time to time and to the extent within Borrower’s possession or may be reasonably requested by Borrower and readily available to Borrower.

(ii)Monthly Servicing Report. During any period of time commencing after Class A Lender notifies Borrower in writing that Class A Lender (together with its Affiliates) no longer has any direct economic interest in the Underlying Whole Loan, to the extent the related items are available to Borrower pursuant to its rights under the Underlying Loan Agreement, with respect to the Underlying Loan and Underlying Mortgaged Property, not less than five (5) Business Days prior to the Monthly Payment Date each calendar month, Borrower shall provide, or shall cause to be provided, to Lender a monthly operations/servicing report covering collections, delinquencies, losses, recoveries, and cash flows, in form reasonably acceptable to Class A Lender.

(iii)Quarterly Underlying Loan Reports. During any period of time commencing after Class A Lender notifies Borrower in writing that Class A Lender (together with its Affiliates) no longer has any direct economic interest in the Underlying Whole Loan, to the extent the related items are available to Borrower pursuant to its rights under the Underlying Loan Agreement, with respect to the Underlying Loan and the Underlying Mortgaged Property, as frequently as provided, but in no event later than within sixty (60) days after the last day of any calendar quarter in any fiscal year, Borrower shall provide, or shall cause to be provided, to Lender an asset management report prepared by Borrower or Guarantor (to the extent of information in the possession of Borrower or an Affiliate), in form reasonably acceptable to Class A Lender.

(iv)Covenant Compliance Certificates. Simultaneously with the delivery of financial statements for each fiscal quarter in any fiscal year and for each fiscal year end, Borrower shall deliver to Class A Lender a Covenant Compliance Certificate (Borrower) from Borrower addressed to Class A Lender and a Covenant Compliance Certificate (Guarantor) from Guarantor addressed to Class A Lender.

(v)Quarterly Financial Reports. Borrower shall provide, or shall cause to be provided, to Class A Lender within sixty (60) days after the end of the first three quarterly fiscal periods of each fiscal year of Guarantor, the unaudited consolidated balance sheets of Guarantor, as at the end of such period and the related unaudited, consolidated statements of income and member equity of Guarantor for such period

(with or without footnotes) and the portion of the fiscal year through the end of such period, accompanied by an officer’s certificate of Guarantor, which certificate shall state that said consolidated financial statements fairly present the financial condition of Guarantor, in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); provided, however, to the extent that Guarantor’s quarterly financial statements for such period are posted to the website for the Securities and Exchange Commission (http://www.sec.gov) within such sixty (60) day period, Borrower shall be deemed to have satisfied the reporting requirements of this Article 11(b)(v) upon delivery of such posting.

(vi)Annual Financial Reports. Borrower shall provide, or shall cause to be provided, to Class A Lender within one hundred twenty (120) days after the end of each fiscal year of Guarantor, the audited consolidated balance sheets of Guarantor, as at the end of such fiscal year, and the related audited, consolidated statements of income, member equity and cash flows of Guarantor, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Guarantor in accordance with GAAP, as at the end of, and for, such period (subject to normal year-end audit adjustments); provided, however, to the extent that Guarantor’s annual financial statements for such period are posted to the website for the Securities and Exchange Commission (http://www.sec.gov) within such one hundred twenty (120) day period, Borrower shall be deemed to have satisfied the reporting requirements of this Article 11(b)(vi).

(vii)Other Information. Borrower shall provide, or shall cause to be provided, to Class A Lender such other information regarding the financial condition, operations or business of (A) Borrower, (B) Guarantor or (C) during any period of time commencing after Class A Lender notifies Borrower in writing that Class A Lender (together with its Affiliates) no longer has any direct economic interest in the Underlying Whole Loan, Underlying Mortgagor or the underlying guarantor, as Class A Lender may reasonably request and to the extent in Borrower’s possession or may be reasonably requested by Borrower and readily available to Borrower.

(c)Additional Rights. If Borrower shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for the Underlying Loan, or otherwise in respect thereof, Borrower shall accept the same as Lender’s agent, hold the same in trust for Lender and deliver the same forthwith to Lender (or the Custodian, as appropriate) in the exact form received, duly endorsed by Borrower to Lender, if required, together with an undated power covering such rights duly executed in blank to be held by Class A Lender hereunder as additional collateral security for the Loan. If any sums of money or property so paid or distributed in respect of the Underlying Loan shall be received by Borrower in violation of this Agreement, Borrower shall, until such money or property is paid or delivered to Class A Lender, hold such money or property in trust for Lender, segregated from other funds of Borrower, as additional collateral security for the Loan. If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or certificated security, such note, instrument or certificated security shall be promptly delivered to Class A Lender, duly endorsed in a manner satisfactory to Class A Lender, to be itself held as Collateral pursuant to the Loan Documents.

(d)Defense of Lender’s Security Interest; Further Assurances. At any time from time to time, at the sole expense of Borrower, Borrower shall (i) defend the right, title and interest of Lender in and to the Underlying Loan and other Collateral pursuant to the Loan Documents against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of all Persons or to obtain or preserve the full benefits of this Agreement and the Pledge Agreement and of the rights and powers herein and therein granted, (ii) at Class A

Lender’s reasonable request, take all action Class A Lender reasonably deems necessary or desirable to ensure that Lender will have a first priority security interest in the Underlying Loan and other Collateral subject to the Loan and (iii) at Class A Lender’s reasonable request, promptly and duly execute and deliver such further instruments, documents and information and take such further actions as Class A Lender may deem reasonably necessary or reasonably desirable to (1) obtain or preserve the security interest granted hereunder, (2) ensure that such security interest remains fully perfected at all times and remains at all times first in priority as against all other creditors of Borrower (whether or not existing as of the date hereof or in the future), (3) obtain or preserve the rights and powers herein granted (including, among other things, filing such UCC financing statements as Lender may request), Borrower also hereby authorizing Lender to file any such financing or continuation statements without the signature of Borrower to the extent permitted by applicable law, and which financing or continuation statements may describe the Collateral in the same manner as described herein or may describe the Collateral as “all assets of Borrower, whether now owned or existing or hereafter acquired or created or arising, wherever located, together with all proceeds thereof,” or (4) ensure compliance with the Patriot Act or any other Requirements of Law in all material respects; provided, however, that nothing in this paragraph shall increase the obligations, or decrease the rights, of Borrower or Guarantor under the Loan Documents other than to a de minimis extent.

(e)Preservation of Existence; Compliance with Law.    Borrower shall at all times (i) comply in all material respects with all material agreements by which Borrower is bound, (ii) comply in all material respects with all applicable laws, ordinances, rules, regulations and orders (including, without limitation, environmental laws) of any Governmental Authority or any other federal, state, municipal or other public authority having jurisdiction over it or its assets and (iii) maintain and preserve its legal existence and all of its rights, privileges, licenses and franchises necessary for the operation of its business (including, without limitation, with respect to Borrower, all lending licenses held by it and its status as a “qualified transferee” (however denominated) under all documents which govern the Underlying Loan), except in each case where failure to do so would not reasonably be expected to have a Material Adverse Effect.

(f)Operations. Borrower shall continue to engage in business of the same general type as now conducted by it or otherwise as approved by Class A Lender prior to the date hereof. Borrower shall maintain records with respect to the Collateral and the conduct and operation of its business with no less a degree of prudence than if the Collateral were held by Borrower for its own account and shall furnish Class A Lender, upon reasonable request by Class A Lender or its designated representative, with reasonable information obtainable by Borrower with respect to the Collateral and the conduct and operation of its business.

(g)Books and Record. Borrower shall at all times keep proper books and records in which full, true and correct entries shall be made of its transactions fairly in accordance with GAAP, and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP.

(h)Compliance with Loan Documents. Borrower shall observe, perform and satisfy all the terms, provisions and covenants required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Loan Documents. Borrower shall be solely responsible for the fees and expenses of Custodian and Account Bank.

(i)Taxes and Other Charges. Borrower shall (i) timely file all United States federal and all other tax returns required to be filed by it and (ii) timely pay and discharge all taxes imposed on it, on its income or profits, on any of its property or on the Collateral prior to the date on which penalties attach thereto, except for any such tax which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained in

accordance with GAAP; except in the case of both (i) and (ii), to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(j)ERISA. Borrower shall not violate the representations and warranties contained in Article 9(aa).

(k)Ownership and Tax Status. Borrower (i) shall continue to be directly wholly- owned by Subordinated Lender and indirectly owned at least twenty percent (20%) by Guarantor, (ii) shall remain disregarded as an entity separate from Subordinated Lender for U.S. federal income tax purposes and (iii) shall not make any election or otherwise take any action that would cause it not to be treated as disregarded as an entity separate from the Subordinated Lender for U.S. federal income tax purposes and (iv) shall not take any action that would cause the Borrower to be a “taxable mortgage pool” under Section 7701(i) of the Code.

(l)Anti-Money Laundering and Economic Sanctions. Borrower shall not violate the representations and warranties contained in Article 9(hh) (Anti-Money Laundering and Economic Sanctions). Borrower shall comply with so-called “know your customer” information requests from Class A Lender from time to time during the term of the Loan, within three (3) Business Days of the date of Class A Lender’s request.

(m)No Division. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, (i) neither Borrower nor Equity Pledgor shall enter into (or agree to enter into) any Division and (ii) none of the provisions in this Agreement nor any other Loan Document, shall be deemed to permit any Division with regard to Borrower or Equity Pledgor.

ARTICLE 12

SINGLE PURPOSE ENTITY

On and as of the date hereof and at all times while this Agreement or the Loan is in effect and Borrower covenants that:

(a)Borrower shall not engage in any business other than with respect to, and shall own no assets other than, the Underlying Loan, and other assets incidental to the origination, acquisition, ownership, financing and disposition of the Underlying Loan;

(b)Borrower shall not make any loans or advances to any Affiliate or third party and shall not acquire obligations or securities of its Affiliates other than those obligations related to the Underlying Loan or securities consisting of the Underlying Loan;

(c)Borrower shall pay its debts and liabilities (including, as applicable, shared personnel and overhead expenses) only from its own assets;

(d)Borrower shall comply with the provisions of its organizational documents in all respects relating to separateness;

(e)Borrower shall observe its organizational formalities and preserve its existence;

(f)Borrower shall maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates (except that such financial statements may be consolidated to the extent consolidation is permitted or required under GAAP or as a matter of Requirements of Law);

(g)Borrower shall be, and at all times shall hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate) (other than for tax

purposes, to the extent permitted by law), shall correct any known misunderstanding regarding its status as a separate entity, shall conduct business in its own name, and shall not identify itself or any of its Affiliates as a division of the other;

(h)Borrower intends to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations and intends to remain solvent;

(i)Borrower shall not commingle its funds or other assets with those of any Affiliate or any other Person (except as may be required under the Underlying Loan Agreement) and shall maintain its properties and assets in such a manner that it would not be costly or difficult to identify, segregate or ascertain its properties and assets from those of others;

(j)Borrower shall maintain its properties, assets and accounts separate from those of any Affiliate or any other Person;

(k)Borrower shall not hold itself out to be responsible for the debts or obligations of any other Person;

(l)Borrower shall not, without the prior written consent of its sole member and Independent Member, take any action that will result in an Act of Insolvency;

(m)Borrower shall, at all times, have at least one (1) Independent Member;

(n)Borrower’s organizational documents shall provide (i) that Class A Lender be given at least two (2) Business Days prior notice of the removal and/or replacement of any Independent Member, together with the name and contact information of the replacement Independent Member and evidence of the replacement’s satisfaction of the definition of Independent Member and (ii) that any Independent Member of Borrower shall not have any fiduciary duty to anyone including the holders of the equity interest in Borrower and any Affiliates of Borrower except Borrower and the creditors of Borrower with respect to taking of, or otherwise voting on, any Act of Insolvency; provided that the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing;

(o)Borrower shall not enter into any transaction with an Affiliate of Borrower except (i) on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s length transaction or (ii) in connection with the Loan, this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby;

(p)[Reserved];

(q)Borrower shall use separate stationary, invoices and checks bearing its own name, and allocate fairly and reasonably any overhead for shared office space and for services performed by an employee of an Affiliate;

(r)Borrower shall not pledge its assets to secure the obligations of any other Person (other than under the Loan Documents);

(s)Borrower shall not form, acquire or hold any Subsidiary or own any equity interest in any other entity; and

(t)Borrower shall not create, incur, assume or suffer to exist any Indebtedness or Lien in or on any of its property, assets, revenue, the Underlying Loan, or the other Collateral, whether now owned or hereafter acquired, other than Permitted Debt.

Nothing in this Article 12 shall require any direct or indirect owners of Borrower to contribute capital to Borrower.

ARTICLE 13

EVENTS OF DEFAULT; REMEDIES; SET-OFF

(a)Events of Default. Each of the following events shall constitute an “Event of Default” under this Agreement:

(i)Failure to Repay. Borrower shall fail to repay the Loan upon the Maturity Date or when and as required pursuant to the Loan Documents.

(ii)Failure to Pay Interest. Lender shall fail to receive on or before any Monthly Payment Date the accrued and unpaid interest when due; provided, however, that such failure shall not be an Event of Default if (A) such failure is the result of the Underlying Mortgagor failing to make the corresponding payment of any interest owing in respect of the Underlying Loan and Borrower makes the applicable interest payment to Lender within one (1) Business Day of the date when it was due or (B) sufficient funds to pay accrued and unpaid interest to Lender are on deposit in the Collection Account and, through no fault of Borrower, such funds are not applied in respect of such accrued and unpaid interest and Borrower makes (or directs Account Bank to make) the applicable interest payment to Lender within one (1) Business Day of the date when it was due.

(iii)Intentionally Omitted.

(iv)Failure to Remit Principal Payment. Borrower shall fail to remit (or cause to be remitted) to Lender any Principal Payment received with respect to the Underlying Loan for application to the payment of the Obligations for the Underlying Loan in accordance with Article 5(e).

(v)Other Failure to Pay. Borrower shall fail to make any payment not otherwise enumerated that is owing to Class A Lender under the Loan Documents that has become due, whether by acceleration or otherwise, and, if no notice and/or grace period is expressly provided for such payment in this Agreement, the same is not cured within five (5) Business Days after receipt of written demand thereto from Class A Lender.

(vi)Covenant Default. Borrower shall fail to perform, comply with or observe any term, covenant or agreement applicable to it contained in Article 11(a) (Borrower Notices) or Article 11(b) (Reporting), and the same is not cured within five

(5) Business Days after the earlier of (a) delivery of notice thereof to Borrower from Class A Lender or (b) Knowledge by Borrower of such failure to perform, comply with or observe any term, covenant or agreement.

(vii)Act of Insolvency. An Act of Insolvency occurs with respect to Borrower or Guarantor.

(viii)Admission of Inability to Pay. Borrower or Guarantor shall admit to any Person in writing or in a legal proceeding its inability to, or its intention not to, perform any of its respective obligations under any Loan Document.

(ix)Loan Documents. Any Loan Document or a replacement therefor acceptable to Class A Lender shall for whatever reason be terminated (other than by Class A Lender without cause) or cease to be in full force and effect, or shall not be

enforceable in accordance with its terms, or any Borrower Party shall contest the validity or enforceability of any Loan Document or the validity, perfection or priority of any Lien granted thereunder, or any Borrower Party shall seek to disaffirm, terminate or reduce its obligations under any Loan Document.

(x)Intentionally Omitted.

(xi)Judgment. A final non-appealable judgment by any competent court in the United States of America for the payment of money shall have been (A) rendered against Borrower in an amount greater than $500,000 and such judgment remains undischarged or unpaid, unless the execution of such judgment is stayed by posting of cash, bond or other collateral acceptable to Class A Lender in the amount of such judgment within sixty (60) days after the entry thereof or (B) rendered against Guarantor and such judgment remains undischarged or unpaid and when subtracted from Guarantor’s Consolidated Net Worth (as defined in the Guaranty) would cause a breach of Article V(l)(ii) of the Guaranty.

(xii)ERISA. (A) Borrower or an ERISA Affiliate shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan that is not exempt from such Sections of ERISA and the Internal Revenue Code, (B) any material “accumulated funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Plan or any Lien in favor of the Pension Benefit Guaranty Corporation or a Plan shall arise on the assets of Borrower or any ERISA Affiliate, (C) a Reportable Event (as referenced in Section 4043(b)(3) of ERISA) shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (D) any Plan shall terminate for purposes of Title IV of ERISA, or (E) Borrower or any ERISA Affiliate shall, or in the reasonable opinion of Lender is likely to, incur any liability in connection with a withdrawal from, or the insolvency or reorganization of, a Multiemployer Plan; and in each case in clauses (A) through (E) above, such event or condition, together with all other such events or conditions, if any, could reasonably be expected to have a Material Adverse Effect.

(xiii)Security Interest. If Lender shall fail to have a first priority security interest in the Collateral and such condition is not cured by Borrower within three (3) Business Days after the earlier of receipt of notice thereof from Class A Lender or Borrower obtaining Knowledge thereof.

(xiv)Government or Regulatory Action. Any governmental, regulatory, or self-regulatory authority shall have taken any action to remove, limit, restrict, suspend or terminate the rights, privileges, or operations of Borrower, which suspension results in a Material Adverse Effect.

(xv)Conveyance of Assets. Any conveyance, transfer or disposal of all or substantially all assets of Borrower or Guarantor to any Person.

(xvi)Change of Control. A Change of Control shall occur without the prior written consent of Class A Lender.

(xvii)Representations. Any representation, warranty or certification made by any Borrower Party or the EU/UK Retention Holder to Class A Lender under this Agreement or any Loan Document shall have been incorrect or untrue when made in any

material respect; provided, however, that such materially incorrect or untrue representation, warranty or certification shall only constitute an Event of Default if it remains uncured for ten (10) Business Days after Borrower receives written notice thereof from Class A Lender or Borrower obtains Knowledge thereof.

(xviii)Guarantor Breach. The breach by Guarantor of the net worth and/or liquidity covenants made by it in the Guaranty and the same continues beyond the expiration of any applicable cure periods.

(xix)Intentionally Omitted.

(xx)Intentionally Omitted.

(xxi)Intentionally Omitted.

(xxii)Intentionally Omitted.

(xxiii)Other Covenant Default. If any Borrower Party shall breach or fail to perform in any material respect any of the terms, covenants or obligations under this Agreement or any other Loan Document, other than as specifically otherwise referred to in this definition of “Event of Default”, and such breach or failure to perform is not remedied within ten (10) Business Days after the earlier of (a) delivery of notice thereof to Borrower from Class A Lender or (b) Knowledge by Borrower of such breach or failure to perform; provided, that, if such breach or failure to perform is susceptible to cure but cannot reasonably be cured within the foregoing cure period and the applicable Person shall have commenced to cure such breach or failure to perform within the foregoing cure period and thereafter diligently and expeditiously proceeds to cure the same, the foregoing cure period shall be extended by such amount of time as is reasonably necessary for the applicable Person to cure such breach or failure to perform, but in no event to exceed thirty (30) days total (inclusive of the foregoing cure period).

(xxiv)EU/UK Retention Event. An EU/UK Retention Event occurs and is not remedied within three (3) Business Days following the earlier of (x) the EU/UK Retention Holder becoming aware of such EU/UK Retention Event and (y) receipt of written notice by the EU/UK Retention Holder of such EU/UK Retention Event.

(b)Remedies. If an Event of Default shall occur and be continuing, Class A Lender may exercise, in addition to all other rights and remedies granted to it in this Agreement, the other Loan Documents, and in any other instrument or agreement securing, evidencing or relating to the Obligations, the following rights and remedies:

(i)At the option of Class A Lender exercised by written notice to Borrower (which option shall be deemed to have been exercised, even if no notice is given, immediately upon the occurrence of an Act of Insolvency with respect to any Borrower Party), the Maturity Date for the Loan shall, if it has not already occurred, immediately occur (such date, the “Accelerated Maturity Date”).

(ii)If Class A Lender exercises or is deemed to have exercised the option referred to in Article 13(b)(i):

(A)Borrower’s obligations hereunder to repay the Loan shall become immediately due and payable on and as of the Accelerated Maturity Date;

(B)to the extent permitted by applicable law, the Obligations with respect to the Loan (determined as of the Accelerated Maturity Date) shall be increased by the aggregate amount obtained by daily application of, on a 360 day per year basis for the actual number of days during the period from and including the Accelerated Maturity Date to, but excluding, the date of payment of the Obligations (as so increased), (x) the interest rate for the Loan multiplied by (y) the Obligations for the Loan (decreased by (I) any amounts actually remitted to Class A Lender by the Account Bank or Borrower pursuant to this Agreement and applied to such Obligations, and (II) any amounts applied to the Obligations pursuant to Article 13(b)(ii)(D));

(C)the Custodian shall, upon the request of Class A Lender, deliver to Class A Lender all instruments, certificates and other documents then held by the Custodian relating to the Underlying Loan; and

(D)Class A Lender may exercise the rights and remedies set forth in Article 13(b)(v)-(x), below.

(iii)The parties acknowledge and agree that (A) the Underlying Loan subject to the Loan is not an instrument traded in a recognized market, (B) in the absence of a generally recognized source for prices or bid or offer quotations for the Underlying Loan, the Class A Lender may establish the source therefor in its sole and absolute discretion and (C) all prices, bids and offers shall be determined together with accrued Income (except to the extent contrary to market practice with respect to the Underlying Loan). The parties recognize that it may not be possible to purchase or sell all of the Underlying Loan on a particular Business Day, or in a transaction with the same Class A Lender, or in the same manner because the market for the Underlying Loan may not be liquid. Accordingly, Class A Lender may elect, in its sole and absolute discretion, the time and manner of liquidating the Underlying Loan, and nothing contained herein shall

(A) obligate Class A Lender to liquidate the Underlying Loan on the occurrence and during the continuance of an Event of Default or to liquidate the Underlying Loan in the same manner or on the same Business Day or (B) constitute a waiver of any right or remedy of Class A Lender.

(iv)Borrower shall be liable to Class A Lender and its Affiliates and shall indemnify Class A Lender and its Affiliates for the amount (including in connection with the enforcement of this Agreement) of all actual documented out-of-pocket losses, costs and expenses, including reasonable and documented legal fees and expenses of outside counsel, actually incurred by Class A Lender in connection with or as a consequence of an Event of Default.

(v)Class A Lender shall have, in addition to its rights and remedies under the Loan Documents, all of the rights and remedies provided by applicable federal, state, foreign (where relevant), and local laws (including, without limitation, the rights and remedies of a secured party under the UCC, to the extent that the UCC is applicable, and the right to offset any mutual debt and claim), in equity, and under any other agreement between Class A Lender and Borrower. Without limiting the generality of the foregoing, Class A Lender shall be entitled to set off the proceeds of the liquidation of the Underlying Loan against all of Borrower’s obligations to Class A Lender under this Agreement, without prejudice to Class A Lender’s right to recover any deficiency.

(vi)Class A Lender may exercise any or all of the remedies available to Class A Lender, including, without limitation, the power of sale and the right to credit bid, immediately upon the occurrence and during the continuance of an Event of Default and at any time during the continuance thereof. All rights and remedies arising under the

Loan Documents, as amended from time to time, are cumulative and not exclusive of any other rights or remedies that Class A Lender may have.

(vii)Class A Lender may enforce its rights and remedies hereunder without prior judicial process or hearing, and Borrower hereby expressly waives any defenses Borrower might otherwise have to require Class A Lender to enforce its rights by judicial process. Borrower also waives, to the extent permitted by law, any defense Borrower might otherwise have arising from the use of nonjudicial process, disposition of the Underlying Loan, or from any other election of remedies. Borrower recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to commercial necessity and are the result of a bargain at arm’s length.

(viii)Without limiting the generality of the foregoing, Class A Lender without demand of performance or other demand, presentment, protest, advertisement or notice of any kind (except any notice required by law referred to below) to or upon Borrower or any other Person (each and all of which demands, presentments, protests, advertisements and notices are hereby waived), may in such circumstances forthwith collect, receive, appropriate and realize upon the Collateral, or any part thereof, and/or may forthwith sell (on a servicing released basis, if applicable, at Class A Lender’s option), lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels or as an entirety at one or more public or private sales. Class A Lender shall have the right upon any such public or private sale to purchase the whole or any part of the Collateral so sold, free of any right or equity of redemption in Borrower, which right or equity is hereby waived or released. Borrower further agrees, at Class A Lender’s request, to the extent not held by the Custodian, to assemble the Collateral and make it available to Class A Lender at places which Class A Lender shall reasonably select, whether at Borrower’s premises or elsewhere. Class A Lender shall apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or safekeeping of any of the Collateral or in any way relating to the Collateral or the rights of Class A Lender hereunder, including without limitation reasonable out-of-pocket attorneys’ fees and disbursements of outside counsel, to the payment in whole or in part of the Obligations, in such order as Class A Lender may elect, and only after such application and after the payment by Class A Lender of any other amount required or permitted by any provision of law, including without limitation Section 9-615 of the UCC, need Class A Lender account for the surplus, if any, to Borrower. To the extent permitted by applicable law, Borrower waives all claims, damages and demands it may acquire against Class A Lender arising out of the exercise by Class A Lender of any of its rights hereunder, other than those claims, damages and demands arising from the gross negligence, bad faith or willful misconduct of Class A Lender. If any notice of a proposed sale or other disposition of Collateral shall be required by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale or other disposition. Borrower shall remain liable for any deficiency (plus accrued interest thereon) if the proceeds of any sale or other disposition of the Collateral are insufficient to pay the Obligations and the reasonable fees and disbursements of any attorneys employed by Class A Lender to collect such deficiency.

(ix)Class A Lender shall have the right to obtain physical possession of all files of Borrower relating to the Collateral and all documents relating to the Collateral which are then or may thereafter come in to possession of Borrower, the Custodian, or any other third party acting for Borrower and Borrower shall deliver to Class A Lender such assignments as Class A Lender shall reasonably request.

(x)Class A Lender shall without regard to the adequacy of the security for the Loan, be entitled to the appointment of a receiver by any court having jurisdiction, without notice, to take possession of and protect, collect, manage, liquidate, and sell the Underlying Loan or any portion thereof, collect the payments due with respect to the Underlying Loan or any portion thereof, and do anything that Class A Lender is authorized hereunder to do with respect to the Underlying Loan. Borrower shall pay all reasonable and documented costs and expenses incurred by Class A Lender in connection with the appointment and activities of such receiver.

(c)Set-off. In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of limitation of any such rights, Borrower hereby grants to Class A Lender and its Affiliates a right of set-off, without notice to Borrower, any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Borrower to Class A Lender or any Affiliate of Class A Lender against (i) any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Class A Lender or its Affiliates to Borrower and (ii) any and all deposits (general or specified), monies, credits, securities, collateral or other property of Borrower and the proceeds therefrom, now or hereafter held or received for the account of Borrower (whether for safekeeping, custody, pledge, transmission, collection, or otherwise) by Class A Lender or its Affiliates or any entity under the control of Class A Lender or its Affiliates and its respective successors and assigns (including, without limitation, branches and agencies of Class A Lender, wherever located).

Class A Lender 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 Borrower, to set-off, appropriate, apply and enforce such right of set-off against any and all items hereinabove referred to against any amounts owing to Class A Lender or its Affiliates by Borrower under the Loan Documents, irrespective of whether Class A Lender or its Affiliates shall have made any demand hereunder and although such amounts, or any of them, shall be contingent or unmatured and regardless of any other collateral securing such amounts. If a sum or obligation is unascertained, Class A Lender may in good faith estimate that obligation and set- off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Article 13(c) shall be effective to create a charge or other security interest. This Article 13(c) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other rights to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).

ANY AND ALL RIGHTS TO REQUIRE CLASS A LENDER OR ITS AFFILIATES TO EXERCISE THEIR RIGHTS OR REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL OR UNDERLYING LOAN ITEMS THAT SECURE THE AMOUNTS OWING TO CLASS A LENDER OR ITS AFFILIATES BY BORROWER UNDER THE LOAN DOCUMENTS, PRIOR TO EXERCISING THEIR RIGHT OF SET-OFF WITH RESPECT TO SUCH MONIES, SECURITIES, COLLATERAL, DEPOSITS, CREDITS OR OTHER PROPERTY OF BORROWER, ARE HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVED BY BORROWER.

(d)Limitation on Duties Regarding Preservation of Collateral. Class A Lender’s duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as Class A Lender deals with similar property for its own account. Neither Class A Lender nor any of its directors, officers or employees shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so or shall be under any

obligation to sell or otherwise dispose of any Collateral upon the request of Borrower or otherwise.

(e)Powers Coupled with an Interest. All authorizations and agencies herein contained with respect to the Collateral are irrevocable and powers coupled with an interest.

ARTICLE 14

SINGLE AGREEMENT

Lender and Borrower acknowledge that, and have entered hereinto and will enter into the Loan in consideration of and in reliance upon the fact that, the Loan (as well as the grant of the security interest in Article 6 hereof) constitutes a single business and contractual relationship and has been made in consideration of each other. Accordingly, each of Lender and Borrower agrees

(i) to perform all of its obligations in respect of the Loan and (ii) the obligations to make any payments, deliveries and other transfers made by either of them in respect of the Loan may be applied against each other and netted.

ARTICLE 15

INTENTIONALLY OMITTED

ARTICLE 16

NOTICES AND OTHER COMMUNICATIONS

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 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, (d) by telecopier (with answerback acknowledged) provided that such telecopied notice must also be delivered by one of the means set forth in (a), (b) or (c) above, or (e) by electronic mail provided that such electronic mail notice must also be delivered by one of the means set forth in (a), (b) or (c) above, to the address and person specified in Exhibit I hereto or to such other address and person as shall be designated from time to time by any party hereto in a written notice to the other parties hereto in the manner provided for in this Article 16. A notice shall be deemed to have been given: (v) in the case of hand delivery, at the time of delivery, (w) in the case of registered or certified mail, when delivered or the first attempted delivery on a Business Day, (x) in the case of expedited prepaid delivery, upon the first attempted delivery on a Business Day, (y) in the case of telecopier, upon receipt of answerback confirmation, provided that such telecopied notice was also delivered as required in this Article 16 or (z) in the case of electronic mail, upon receipt of a verbal or electronic communication confirming receipt thereof, provided that such electronic mail notice was also delivered as required in this Article 16. A party receiving a notice that does not comply with the technical requirements for notice under this Article 16 may elect to waive any deficiencies and treat the notice as having been properly given.

ARTICLE 17

ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall supersede any existing agreements between the parties containing general terms and conditions for loan transactions. Each provision and agreement herein shall be treated as separate and independent from any other provision or agreement herein and shall be enforceable notwithstanding the unenforceability of any such other provision or agreement.

ARTICLE 18

NON-ASSIGNABILITY

(a)No Borrower Party may assign any of its rights or obligations under this Agreement or the other Loan Documents without the prior written consent of Class A Lender (which may be granted or withheld in Class A Lender’s sole and absolute discretion) and any attempt by any Borrower Party to assign any of its rights or obligations under this Agreement or any other Loan Document without the prior written consent of Class A Lender shall be null and void.

(b)Class A Lender may, without consent of Borrower but, so long as no Event of Default has occurred and is continuing, with no less than two (2) Business Days’ prior notice to Borrower, at any time and from time to time, assign or participate some or all of its rights and obligations under the Loan Documents and/or under the Loan to any Person and, in connection therewith, may bifurcate or allocate amounts due to Class A Lender, such bifurcation or allocation prior to the occurrence and continuance of an Event of Default, on a pro rata and pari passu basis with the same maturities; provided, that, so long as no Event of Default has occurred and is continuing, (i) so long as the initial Class A Lender owns any economic interest in the Loan, Barclays Bank PLC or an Affiliate thereof shall act as exclusive agent for all assignees or participants with respect to any such sale, participation, assignment, transfer, bifurcation or allocation in any dealings with Borrower with regard to this Agreement and the Loan and Borrower shall not be obligated or required to deal directly with any person other than Barclays Bank PLC or an Affiliate thereof, (ii) no such sale, participation, assignment, transfer, bifurcation or allocation shall be to any Person that is a Prohibited Transferee, (iii) Borrower shall not be charged for or be required to reimburse or indemnify Class A Lender or any other Person for any costs or expenses related to any such sale, participation, assignment, transfer, bifurcation or allocation and (iv) Borrower’s obligations hereunder are not increased and its rights hereunder are not impaired without Borrower’s written consent. Borrower agrees to reasonably cooperate, at no cost or expense to Borrower, with Class A Lender in connection with any such assignment, transfer or sale of participation interest and to enter into such restatements of, and amendments, supplements and other modifications to, the Loan Documents to which it is a party in order to give effect to such assignment, transfer or sale of participation interest. Notwithstanding the foregoing, (i) the outstanding principal balance of the Loan and all components thereof immediately after the effective date of any such sale, participation, assignment, transfer, bifurcation or allocation shall equal the outstanding principal balance of the Loan immediately prior to such assignment, participation, bifurcation or reallocation, (ii) the weighted average of the interest rates for the Loan and all components thereof from and after the effective date of such sale, participation, assignment, transfer, bifurcation or allocation shall equal the interest rate of the original Loan immediately prior to such sale, participation, assignment, transfer, bifurcation or allocation and (iii) no such sale, participation, assignment, transfer, bifurcation or reallocation shall otherwise increase the obligations, or decrease the rights, of Borrower or Guarantor under the Loan Documents other than to a de minimis extent. Subordinated Lender will not have any right to assign, transfer, sell, pledge or hypothecate, directly or indirectly, any right in the Class B Component without the prior written consent of Class A Lender, which may be given or denied in Class A Lender’s sole and absolute discretion.

(c)Subject to the foregoing, the Loan Documents and the Loan shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. Nothing in the Loan Documents, express or implied, shall give to any Person, other than the parties to the Loan Documents and their respective successors, any benefit or any legal or equitable right, power, remedy or claim under the Loan Documents. Without limiting Article 18(f), Borrower agrees that each participant shall be entitled to the benefits of Article 3(h)(2)(A) and Article 5(i) (subject to the requirements and limitations therein, including the requirements under Article 5(i)(v)) to the same extent as if it were a Lender and had acquired its interest by assignment hereunder.

(d)Barclays Bank PLC, acting solely for this purpose as an agent of the Borrower, shall maintain, at one of its offices in the United States, a record of ownership (the “Register”) identifying the name and address of each assignee and Lender hereunder and the amount of each such assignee’s and Lender’s interest in the Loan (including principal amounts and stated interest). Transfers made pursuant to Article 18(b) shall be recorded upon such Register immediately after such transfer. Such Register shall be available for inspection by the Borrower at any reasonable time and from time to time upon reasonable prior notice. The entries in the Register shall be conclusive absent manifest error, and Borrower and Lender shall treat each person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The parties intend that any interest in or with respect to the Loan under this Agreement be treated as being issued and maintained in “registered form” within the meaning of Sections 163(f), 871(h)(2), and 881(c)(2) of the Internal Revenue Code and any regulations thereunder (and any successor provisions), including without limitation under United States Treasury Regulations Section 5f.103-1(c) (and any successor provisions) or Proposed Treasury Regulations Section 1.163-5 (and any final Treasury Regulations issued in lieu thereof), and the provisions of this Agreement shall be construed in a manner that gives effect to such intent.

(e)If Class A Lender sells a participation with respect to its rights under this Agreement or under any other Loan Document with respect to the Loan, Class A Lender shall, acting for this purposes as an agent of the Borrower, maintain a record of ownership (the “Participant Register”) identifying the name and address of each participant and the amount of each such participant’s interest in the Loan (including principal amount and stated interest), provided that the Class A Lender and any such other participant shall not have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information related to a participant’s interest in any Loan Document) to any Person except to the extent necessary to establish that such interests are in registered form under Treasury Regulations Section 5f.103-1(c) (and any successor provisions) or Proposed Treasury Regulations Section 1.163-5 (and any final Treasury Regulations issued in lieu thereof). The entries in the Participant Register shall be conclusive absent manifest error and Class A Lender shall treat each Person whose name is recorded in the Participant Register as the owners of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.

(f)Any participant shall comply with Article 5(i)(v) as though it were a Lender (it being understood that the documentation required under Article 5(i)(v) shall be delivered to the participating Lender).

(g)Class A Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of Class A Lender or an Affiliate of Class A Lender, including, without limitation, any pledge or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over Class A Lender, and this Article 18 shall not apply to any such pledge or assignment; provided that no such pledge or assignment shall release Class A Lender from any of its obligations hereunder or substitute any such pledgee or assignee for Class A Lender as a party hereto (except in connection with any foreclosure of such pledge or assignment, assignment-in-lieu of foreclosure or any other remedies exercised by such pledgee or assignee in connection with such pledge or assignment, in which case the obligations of Class A Lender under this Agreement shall vest in such pledgee or assignee).

ARTICLE 19

GOVERNING LAW

THIS AGREEMENT (AND ANY CLAIM OR CONTROVERSY HEREUNDER) 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).

ARTICLE 20

NO WAIVERS, ETC.

No express or implied waiver of any Event of Default by either party shall constitute a waiver of any other Event of Default and no exercise of any remedy hereunder by any party shall constitute a waiver of its right to exercise any other remedy hereunder. No modification, amendment, extension, discharge, termination or waiver of any provision of this Agreement or of any other Loan Document and no consent by any party to a departure herefrom shall in any event be effective unless the same shall be in writing signed by Class A Lender and Borrower (except for waivers and consents by Class A Lender, which will not require Borrower’s execution), and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given. Except as otherwise expressly provided herein, no notice to, or demand on Borrower, shall entitle Borrower to any other or future notice or demand in the same, similar or other circumstances. Neither any failure nor any delay on the part of Class A Lender in insisting upon strict performance of any term, condition, covenant or agreement, or exercising any right, power, remedy or privilege hereunder, or under any other Loan Document shall operate as or constitute a waiver thereof, nor shall a single or partial exercise thereof preclude any other future exercise, or the exercise of any other right, power, remedy or privilege.

ARTICLE 21

INTENT

(a)The parties intend and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then this Agreement and the Loan is a “qualified financial contract,” as that term is defined in the FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to the Loan would render such definition inapplicable).

(b)The parties intend and acknowledge that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under the Loan shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).

(c)Borrower and Lender hereby acknowledge that Class A Lender does not intend that the Loan be subject to the RR Rule.

ARTICLE 22

DISCLOSURE RELATING TO CERTAIN FEDERAL PROTECTIONS

The parties acknowledge that they have been advised that:

(a)if one of the parties is a broker or dealer registered with the Securities and Exchange Commission (“SEC”) under Section 15 of the Exchange Act, the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 (“SIPA”) do not protect the other party with respect to the Loan

(b)if one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to the Loan; and

(c)if one of the parties is a financial institution, funds held by the financial institution pursuant to the Loan are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.

ARTICLE 23

CONSENT TO JURISDICTION; WAIVERS

(a)Each party irrevocably and unconditionally (i) 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 Agreement or relating in any way to this Agreement or the Loan and (ii) 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.

(b)To the extent that either party 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, such party hereby irrevocably waives and agrees not to plead or claim such immunity in respect of any action brought to enforce its obligations under this Agreement or relating in any way to this Agreement or the Loan.

(c)The parties hereby irrevocably waive, to the fullest extent each may effectively do so, the defense of an inconvenient forum to the maintenance of such action or proceeding and irrevocably consent to the service of any summons and complaint and any other process by the mailing of copies of such process to them at their respective address specified herein. The parties hereby agree 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 23 shall affect the right of either party to serve legal process in any other manner permitted by law or affect the right of either party to bring any action or proceeding against the other party or its property in the courts of other jurisdictions.

(d)EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR ANY INSTRUMENT OR DOCUMENT DELIVERED HEREUNDER OR THEREUNDER.

(e)EACH PARTY HEREBY WAIVES ANY RIGHT TO CLAIM OR RECOVER FROM THE OTHER PARTY OR ANY INDEMNIFIED PARTY ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES, WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN AND REGARDLESS OF THE FORM OF THE CLAIM OF ACTION.

ARTICLE 24

NO RELIANCE

Borrower hereby acknowledges, represents and warrants to Lender that, in connection with the negotiation of, the entering into, and the performance under, the Loan Documents and the Loan:

(a)it is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of Lender, other than the representations expressly set forth in the Loan Documents;

(b)it has consulted with its own legal, regulatory, tax, business, investment, financial and accounting advisors to the extent that it has deemed necessary, and it has made its own investment, hedging and trading decisions (including decisions regarding the suitability of the Loan) based upon its own judgment and upon any advice from such advisors as it has deemed necessary and not upon any view expressed by Class A Lender;

(c)it is a sophisticated and informed Person that has a full understanding of all the terms, conditions and risks (economic and otherwise) of the Loan Documents and the Loan and is capable of assuming and willing to assume (financially and otherwise) those risks;

(d)it is entering into the Loan Documents and the Loan for the purposes of managing its borrowings or investments or hedging its assets or liabilities and not for purposes of speculation;

(e)no joint venture exists between Lender and any Borrower Party; and

(f)Lender is not acting as a fiduciary or financial, investment or commodity trading advisor for any Borrower Party and Lender has not given to any Borrower Party (directly or indirectly through any other Person) any assurance, guarantee or representation whatsoever as to the merits (either legal, regulatory, tax, business, investment, financial accounting or otherwise) of the Loan Documents or the Loan.

ARTICLE 25

INDEMNITY AND EXPENSES

(a)Borrower hereby agrees to indemnify Class A Lender and its officers, directors, employees and agents (“Indemnified Parties”) from and against any and all actual, out-of-pocket liabilities, obligations, losses, damages, penalties, actions, judgments, suits, fees, actual and documented out-of-pocket costs and actual and documented out-of-pocket expenses or disbursements (including reasonable and documented attorneys’ fees and disbursements of outside counsel) (all of the foregoing included amounts, collectively “Indemnified Amounts”) that may at any time (including, without limitation, such time as this Agreement shall no longer be in effect and the Loan shall have been repaid in full) be imposed on or asserted against any Indemnified Party in any way arising out of or in connection with, or relating to, or as a result of, this Agreement, the other Loan Documents, any Event of Default or the Loan or any action taken or omitted to be taken by any Indemnified Party under or in connection with any of the foregoing; provided that Borrower shall not be liable for Indemnified Amounts resulting from the gross negligence or willful misconduct of any Indemnified Party and, provided further, that this Article 25 shall have no application with respect to Taxes other than in connection with any Taxes that represent Indemnified Amounts arising from any non-Tax claim. Without limiting the generality of the foregoing, Borrower agrees to hold Class A Lender harmless from and indemnify Class A Lender against all Indemnified Amounts with respect to the Underlying Loan relating to or arising out of any violation or alleged violation of any environmental law, rule or regulation or any consumer credit laws, including without limitation ERISA, the Truth in

Lending Act and/or the Real Estate Settlement Procedures Act, that, in each case, results from anything other than the bad faith, gross negligence or willful misconduct of an Indemnified Party. In any suit, proceeding or action brought by Class A Lender in connection with the Underlying Loan for any sum owing thereunder, or to enforce any provisions of the Underlying Loan, Borrower shall save, indemnify and hold Class A Lender harmless from and against all Indemnified Amounts suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by any Borrower Party or any Affiliate thereof of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from Borrower. Borrower also agrees to reimburse Class A Lender as and when billed by Class A Lender for all Class A Lender’s actual and documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of Lender’s rights under any Loan Document or the Loan, including without limitation the reasonable and documented fees and disbursements of its outside counsel. Lender and Borrower hereby acknowledges that the obligations of Borrower hereunder are recourse obligations of Borrower only. Notwithstanding anything to the contrary, Borrower shall not be liable for any special, exemplary, punitive, indirect, incidental or consequential damages (unless Indemnified Parties shall be required to pay any amount to any third party on account of such damages, in which case such amount shall be deemed to constitute actual damages incurred by Indemnified Parties, as applicable, and the same shall be indemnified by Borrower hereunder) arising out of, in connection with, or as a result of the transactions contemplated hereby.

(b)Borrower agrees to pay or reimburse, within ten (10) Business Days following written demand, all of Class A Lender’s reasonable and documented out-of-pocket costs and expenses, including, without limitation, the reasonable fees and expenses of outside counsel, incurred in connection with (i) any amendment, supplement or modification to any Loan Document or the Loan, whether or not such amendment, supplement or modification is ultimately consummated, (ii) the consummation and administration of the Loan, (iii) any enforcement of any of the provisions of the Loan Documents, any preservation of the Class A Lender’s rights under the Loan Documents or any performance by Class A Lender of any obligations of Borrower in respect of the Underlying Loan, or any actual or attempted sale, or any exchange, enforcement, collection, compromise or settlement in respect of any of the Collateral and for the custody, care or preservation of the Collateral (including insurance, filing and recording costs) and defending or asserting rights and claims of Class A Lender in respect thereof, by litigation or otherwise, (iv) the maintenance of the Collection Account and registering the Collateral in the name of Lender or its nominee, (v) any default by Borrower in repaying the Loan after Borrower has given a notice in accordance with Article 3(c) of a Prepayment Date, (vi) any payment of the Obligations on any day other than a Monthly Payment Date or conversion to the Alternate Rate or Prime Rate in accordance with Article 3(f) or Article 3(h) on any day other than a Determination Date (including in each case, without limitation, as a consequence of terminating any hedging transactions entered into by Class A Lender in relation to the Underlying Loan) (“Breakage Costs”), (vii) intentionally omitted, (viii) any actions taken to perfect or continue any lien created under any Loan Document, (ix) intentionally omitted and/or (x) any due diligence performed by Class A Lender in accordance with Article 26. All such expenses shall be recourse obligations of Borrower to Class A Lender under this Agreement. A certificate as to such costs and expenses delivered by Class A Lender to Borrower, setting forth the calculations thereof with reasonably detailed and accurate backup information, shall be conclusive and binding upon Borrower absent manifest error.

(c)This Article 25 shall survive termination of this Agreement and the repayment of the Loan.

ARTICLE 26

DUE DILIGENCE

(a)Borrower acknowledges that, at reasonable times and upon reasonable notice to Borrower, Class A Lender has the right to perform continuing due diligence reviews with respect to the Underlying Loan and the Borrower Parties for purposes of verifying compliance with the representations, warranties and specifications made hereunder, or otherwise. Borrower agrees that no more than twice per calendar year (unless an Event of Default has occurred and is continuing), upon reasonable prior written notice from Class A Lender (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required), Borrower shall provide (or shall cause any other Borrower Party to provide) reasonable access to Class A Lender and any of its agents, representatives or permitted assigns to the offices of Borrower or such other Borrower Party during normal business hours and permit them to examine, inspect, and make copies and extracts of the Underlying Loan Files, Servicing Records and any and all documents, records, agreements, instruments or information relating to the Underlying Loan in the possession or under the control of such party.

(b)Borrower agrees that it shall, promptly upon reasonable request of Class A Lender, deliver (or shall cause to be delivered) to Lender and any of its agents, representatives or permitted assigns copies of any documents permitted to be reviewed by Class A Lender in accordance with Article 26(a).

(c)Borrower agrees to make available to Class A Lender and any of its agents, representatives or permitted assigns (i) in person at the time of any inspection pursuant to Article 26(a) or (ii) upon prior written notice (unless an Event of Default has occurred and is continuing, in which case no prior notice shall be required and there shall be no limitation on frequency), by phone, as applicable, a knowledgeable financial or accounting officer or asset manager, as applicable, of Borrower, such other Borrower Party for the purpose of answering questions about any of the foregoing Persons, or any other matters relating to the Loan Documents or the Loan that Class A Lender wishes to discuss with such Person.

(d)Without limiting the generality of the foregoing, Borrower acknowledges that Lender may enter into the Loan with Borrower based solely upon the information provided by Borrower to Class A Lender and the representations, warranties and covenants contained herein, and that Class A Lender, at its option, has the right at any time to conduct a partial or complete due diligence review on the Underlying Loan. Class A Lender may underwrite the Underlying Loan itself or engage a third-party underwriter to perform such underwriting; provided, however, that if such underwriting reveals a “Default” and/or “Event of Default” as defined in the Underlying Loan Documents, such “Default” or “Event of Default” will not result in a Default and/or Event of Default hereunder unless the matter revealed is independently a Default and/or Event of Default under the Loan Documents. Borrower agrees to reasonably cooperate with Class A Lender and any third party underwriter in connection with such underwriting, including, but not limited to, providing Class A Lender and any third party underwriter with access to any and all documents, records, agreements, instruments or information relating to the Underlying Loan in the possession, or under the control, of any Borrower Party or any Affiliate thereof.

(e)Subject to the terms of the Underlying Loan Documents, Borrower hereby acknowledges and agrees that Class A Lender shall have the right, subject to the terms and conditions of the Underlying Loan Documents, to commission and order an Appraisal of the Underlying Mortgaged Property at any time and from time to time, at Class A Lender’s sole cost and expense. Subject to the terms of the Underlying Loan Documents, (i) Borrower shall reasonably cooperate with Lender in connection with the commission or order of any Appraisal by Class A Lender and, (ii) during any period of time commencing after Class A Lender notifies Borrower in writing that that Class A Lender (together with its Affiliates) no longer has any direct economic interest in the Underlying Whole Loan, Borrower shall use commercially reasonable efforts to cause the Underlying Mortgagor to cooperate with Class A Lender in obtaining any such Appraisal, including, without limitation, by providing Lender with access to

the Underlying Mortgaged Property, subject to the terms of the Underlying Whole Loan Documents.

(f)Borrower agrees to reimburse Class A Lender on demand for reasonable and documented out-of-pocket costs and expenses (including, without limitation, the reasonable fees and expenses of outside counsel) incurred by Class A Lender in connection with its due diligence activities pursuant to this Article 26.

ARTICLE 27

SIGNIFICANT MODIFICATIONS; SERVICING

(a)Borrower shall not take any Significant Modification of the Underlying Loan without first having given prior notice thereof to Lender in each such instance and receiving the prior written consent of Class A Lender.

(b)To the extent that the Maturity Date is extended beyond August 9, 2027, Borrower acknowledges and agrees that, at the election of Class A Lender, the Loan Documents shall be modified to change the economics of the Loan in order to maintain substantially similar economics for Borrower and Class A Lender.

(c)Borrower agrees that all of Borrower’s right, title and interest in and to the servicing records relating to the Underlying Loan, if any, including but not limited to the files, documents, records, data bases, computer tapes, copies of computer tapes, proof of insurance coverage, insurance policies, appraisals, other closing documentation, payment history records, and any other records relating to or evidencing the servicing of Underlying Loan (the “Servicing Records”) shall constitute Collateral so long as the Underlying Loan is subject to this Agreement. Borrower covenants to (or to cause administrative agent (or any appointed third- party servicer) under the Underlying Loan Agreement to) use commercially reasonable efforts to safeguard such Servicing Records in Borrower’s possession and to deliver them promptly to Lender or its designee (including the Custodian) at Lender’s request.

(d)The payment of servicing fees with respect to the Underlying Loan shall be solely the responsibility of Borrower and shall be subordinate to payment of amounts outstanding and due to Lender under the Loan Documents.

(e)At the option of Class A Lender, the Loan may be serviced by a servicer/special servicer/trustee selected by Class A Lender, and Class A Lender may delegate all or any portion of its responsibilities under this Agreement and the other Loan Documents to such servicer/special servicer/trustee pursuant to a servicing agreement between Lender and such servicer/special servicer/trustee.

ARTICLE 28

ACKNOWLEDGMENT AND CONSENT TO BAIL-IN; EU/UK SECURITIZATION REGULATIONS

(a)Contractual Recognition of Bail-in.

(i)Each party acknowledges and accepts that liabilities arising under this Agreement (other than Excluded Liabilities) may be subject to the exercise of the UK Bail-in Power by the relevant resolution authority and acknowledges and accepts to be bound by any Bail-in Action and the effects thereof (including any variation, modification and/or amendment to the terms of this Agreement as may be necessary to give effect to any such Bail-in Action), which if the Bail- in Termination Amount is payable by Lender to Borrower may include, without limitation:

(i)a reduction, in full or in part, of the Bail-in Termination Amount; and/or

(ii)a conversion of all, or a portion of, the Bail-in Termination Amount into shares or other instruments of ownership, in which case Borrower acknowledges and accepts that any such shares or other instruments of ownership may be issued to or conferred upon it as a result of the Bail-in Action.

(ii)Each party acknowledges and accepts that this provision is exhaustive on the matters described herein to the exclusion of any other agreements, arrangements or understanding between the parties relating to the subject matter of this Agreement and that no further notice shall be required between the parties pursuant to the Agreement in order to give effect to the matters described herein.

(iii)The acknowledgements and acceptances contained in clauses (i) and (ii) above will not apply if:

(i)the relevant resolution authority determines that the liabilities arising under this Agreement may be subject to the exercise of the UK Bail-in Power pursuant to the law of the third country governing such liabilities or a binding agreement concluded with such third country and in either case the UK Regulations have been amended to reflect such determination; and/or

(ii)the UK Regulations have been repealed or amended in such a way as to remove the requirement for the acknowledgements and acceptances contained in clauses (i) and (ii).

(iv)For purposes of this Article 28:

“Bail-in Action” means the exercise of the UK Bail-in Power by the relevant resolution authority in respect of all transactions (or all transactions relating to one or more netting sets, as applicable) under this Agreement.

“Bail-in Termination Amount” means the early termination amount or early termination amounts (howsoever described), together with any accrued but unpaid interest thereon, in respect of all transactions (or all transactions relating to one or more netting sets, as applicable) under this Agreement (before, for the avoidance of doubt, any such amount is written down or converted by the relevant resolution authority).

“BRRD” means Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

“Excluded Liabilities” means liabilities excluded from the scope of the contractual recognition of bail-in requirement pursuant to the UK Regulations.

“UK Bail-in Power” means any write-down or conversion power existing from time to time (including, without limitation, any power to amend or alter the maturity of eligible liabilities of an institution under resolution or amend the amount of interest payable under such eligible liabilities or the date on which interest becomes payable, including by suspending payment for a temporary period) under, and exercised in compliance with, any laws, regulations, rules or requirements (together, the “UK Regulations”) in effect in the United Kingdom relating to the transposition of the BRRD as amended from time to time, including but not limited to, the Banking Act 2009 as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which the obligations of a regulated entity (or other affiliate of a regulated entity) can be reduced (including to zero), cancelled or converted into shares, other securities, or other obligations of such regulated entity or any other person.

A reference to a “regulated entity” is to any BRRD undertaking as such term is defined under the PRA Rulebook promulgated by the United Kingdom Prudential Regulation Authority or to any person falling within IFPRU 11.6, of the FCA Handbook promulgated by the United Kingdom Financial Conduct Authority (“FCA”), both as amended from time to time, which includes, certain credit institutions, investment firms, and certain of their parent or holding companies.

(b)Contractual Recognition of UK Stay in Resolution. Where a resolution measure is taken in relation to any BRRD undertaking or any member of the same group as that BRRD undertaking and that BRRD undertaking or any member of the same group as that BRRD undertaking is a party to this Agreement (any such party to this Agreement being an “Affected Party”), each other party to this Agreement agrees that it shall only be entitled to exercise any termination rights under or rights to enforce a security interest in connection with this Agreement against the Affected Party to the extent that it would be entitled to do so under the Special Resolution Regime if this Agreement were governed by the laws of any part of the United Kingdom.

For the purpose of this clause, “resolution measure” means a ‘crisis prevention measure’, ‘crisis management measure’ or ‘recognised third-country resolution action’, each with the meaning given in the “PRA Rulebook: CRR Firms and Non-Authorised Persons: Stay in Resolution Instrument 2015”, as may be amended from time to time (the “PRA Contractual Stay Rules”), provided, however, that ‘crisis prevention measure’ shall be interpreted in the manner outlined in Rule 2.3 of the PRA Contractual Stay Rules; “BRRD undertaking”, “group”, “Special Resolution Regime” and “termination right” have the respective meanings given in the PRA Contractual Stay Rules.

(c)Notice Regarding Client Money Rules. Lender, as a CRD credit institution (as such term is defined in the rules of the FCA), holds all money received and held by it hereunder as banker and not as trustee. Accordingly, money that is received and held by Lender from Borrower will not be held in accordance with the provisions of the FCA’s Client Asset Sourcebook relating to client money (the “Client Money Rules”) and will not be subject to the statutory trust provided for under the Client Money Rules. In particular, Lender shall not segregate money received by it from Borrower from Lender money and Lender shall not be liable to account to Borrower for any profits made by Lender use as banker of such cash and upon failure of Lender, the client money distribution rules within the Client Asset Sourcebook (the “Client Money Distribution Rules”) will not apply to these sums and so Borrower will not be entitled to share in any distribution under the Client Money Distribution Rules.

(d)EU/UK Securitization Regulations.

(i)The EU/UK Retention Holder covenants and agrees that, for so long as any Obligations owing to the Class A Lender (and any person to whom the Class A Lender assigns or participates any of the Class A Loan hereafter (who is an institutional investor within the meaning of Article 5 of either EU/UK Securitization Regulation) (a “Class A Transferee”)) remain unpaid:

(i)it will hold and retain as originator (as defined in Article 2(3) of each EU/UK Securitization Regulation, each as in effect on the date hereof) on an on-going basis the EU/UK Retained Interest;

(ii)it shall not, and it shall procure that the Subordinated Lender shall not:

(A)short, hedge, otherwise mitigate its credit risk or sell, transfer or otherwise surrender all or part of the rights, benefits or obligations arising from or associated with the EU/UK Retained Interest, except to the extent permitted by the EU/UK Securitization Regulations; or

(B)change the form of the EU/UK Retained Interest, except to the extent permitted by the EU/UK Securitization Regulations;

(iii)it shall procure that, at all times:

(A)it owns, directly or indirectly, at least 20% of the Equity Interests in the Subordinated Lender (the “Required Holding”) and such interest shall comprise all of the shareholder rights (economic or otherwise) in such Required Holding;

(B)except to the extent permitted by the EU/UK Securitization Regulations, no rights are granted or securities issued, directly or indirectly, in respect of the Equity Interests in the Subordinated Lender comprising the Required Holding by any of its Subsidiaries (“Required Holding Interests”), including any derivative rights or any further securities issued in respect of any rights to or arising from such Required Holding Interests;

(C)except to the extent permitted by the EU/UK Securitization Regulations, no Liens shall be granted or permitted to exist, directly or indirectly, in respect of any Required Holding Interests; and

(D)no Equity Interest in the Subordinated Lender shall rank junior to the Equity Interests that form the Required Holding;

(iv)it shall:

(A)confirm to the Class A Lender (and any Class A Transferee) in writing (x) promptly upon the request of the Class A Lender (or any Class A Transferee), and (y) in any event on a quarterly basis (which confirmation may be included in the Covenant Compliance Certificate (Borrower)), that the EU/UK Retention Holder and the Subordinated Lender continue to comply with clauses (i) and (ii) above;

(B)promptly provide notice to the Class A Lender (and any Class A Transferee) if any of its officers becomes aware of any breach or violation of clauses (i) or (ii) above;

(v)it shall make available (or will cause the Borrower to make available), promptly upon written request by the Class A Lender (or any Class A Transferee) from time to time, any documents, reports and information that are not otherwise required to be delivered pursuant to the Transaction Documents and are reasonably requested by the Class A Lender (or any Class A Transferee) as necessary to enable compliance in a timely manner by the Class A Lender (or any Class A Transferee) with Article 5 of the relevant EU/UK Securitization Regulation, including, without limitation, information, documents, records or reports related to the Underlying Loan or the condition or operation, financial or otherwise, of the Borrower; provided that, notwithstanding the foregoing, (A) it shall be obligated to do so only if any relevant document, report or information is: (1) not subject to a duty of confidentiality (so long as (a) it has used

commercially reasonable efforts to allow for the disclosure of such information and (b) the relevant confidentiality restrictions were not entered into in anticipation of such disclosure request); and (2)(a) in its or the Borrower’s possession, or (b) not in its or the Borrower’s possession, but it or the Borrower can obtain such documents, reports or information using commercially reasonably efforts; and (B) it shall not be required to make available any information in the form of any template prescribed for purposes of Article 7 of either EU/UK Securitization Regulation;

(vi)it shall make available to the Class A Lender a transaction summary or overview of the main features of the transaction constituted by the Loan Documents, of the type required by Article 7(1)(c) of each EU/UK Securitization Regulation;

(vii)it shall provide to the Class A Lender and each Class A Transferee, promptly upon written request, on a confidential basis, information in its possession relating to its holding of the EU/UK Retained Interest; and

(viii)it shall provide to the Class A Lender the information which an originator is obliged to supply to a “potential investor” under Article 7 of the EU/UK Securitization Regulations, upon being notified by the Class A Lender of a request from a potential Class A Transferee for such information, for delivery to such potential Class A Transferee by the Class A Lender; but provided that the EU/UK Retention Holder shall not be required by this clause (viii) to make available (A) any documents or information other than those that it would otherwise be obliged to make available under the Loan Documents, or (B) any documents or information in a form other than that in which it would otherwise be obliged to make such documents or information available under the Loan Documents.

(ii)The EU/UK Retention Holder represents to the Class A Lender (and any Class A Transferee) on the date hereof and on each day thereafter for as long as any Obligations owing to the Class A Lender (and any Class A Transferee) remain unpaid:

(i)intentionally omitted;

(ii)it is not an entity that has been established or that operates for the sole purpose of securitizing exposures;

(iii)it has a strategy and the capacity to meet payment obligations consistent with a broader business model that involves material support from capital, assets, fees or other sources of income, by virtue of which it does not rely on the Underlying Loan, on the EU/UK Retained Interest or on any corresponding income from the Underlying Loan and/or the EU/UK Retained Interest as its sole or predominant source of revenue;

(iv)the members of its management body have the required experience to enable it to pursue its established business strategy, as well as an adequate corporate governance arrangement; and

(v)intentionally omitted.

(iii)The Class A Lender (and any Class A Transferee) acknowledges and agrees that it is required to verify the matters referred to in Article 5(1) of the applicable EU/UK Securitization Regulation.

ARTICLE 29

MISCELLANEOUS

(a)All rights, remedies and powers of Lender hereunder and in connection herewith are irrevocable and cumulative, and not alternative or exclusive, and shall be in addition to all other rights, remedies and powers of Lender whether under law, equity or agreement. In addition to the rights and remedies granted to it in this Agreement, to the extent this Agreement is determined to create a security interest, Lender shall have all rights and remedies of a secured party under the UCC.

(b)This Agreement and each of the other Loan Documents may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument, and the words “executed,” “signed,” “signature,” and words of like import as used above and elsewhere in this Agreement or in any other certificate, agreement or document related to this Agreement shall include, in addition to manually executed signatures, images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, any electronic sound, symbol, or process, attached to or logically associated with a contract or other record and executed or adopted by a person with the intent to sign the record). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record- keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

(c)The headings in the Loan Documents are for convenience of reference only and shall not affect the interpretation or construction of the Loan Documents.

(d)Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or be invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

(e)This Agreement together with the other Loan Documents contains a final and complete integration of all prior expressions by the parties with respect to the subject matter hereof and thereof and shall constitute the entire agreement among the parties with respect to such subject matter, superseding all prior oral or written understandings.

(f)The parties understand that this Agreement is a legally binding agreement that may affect such party’s rights. Each party represents to the other that it has received legal advice from counsel of its choice regarding the meaning and legal significance of this Agreement and that it is satisfied with its legal counsel and the advice received from it.

(g)Should any provision of this Agreement require judicial interpretation, it is agreed that a court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against any Person by reason of the rule of construction that a document is to be construed more strictly against the Person who itself or through its agent prepared the same, it being agreed that all parties have participated in the preparation of this Agreement.

(h)Unless otherwise specifically enumerated, wherever pursuant to this Agreement Class A Lender exercises any right given to it to consent or not consent, or to approve or disapprove, or any arrangement or term is to be satisfactory to Class A Lender in its sole and absolute discretion, Class A Lender shall decide to consent or not consent, or to approve or disapprove or to decide that arrangements or terms are satisfactory or not satisfactory, in its sole and absolute discretion and such decision by Class A Lender shall be final and conclusive.

(i)No present or future Constituent Member of Borrower (other than Guarantor pursuant to the Guaranty), nor any present or future, direct or indirect, shareholder, officer, director, employee, trustee, beneficiary, advisor, member, partner, principal, participant or agent of or in Borrower (other than Guarantor pursuant to the Guaranty), or of or in any person or entity that is or becomes a Constituent Member in Borrower (other than Guarantor pursuant to the Guaranty), shall have any personal liability, directly or indirectly, under or in connection with this Agreement, or any amendment or amendments thereof made at any time or times, heretofore or hereafter, and each of the parties hereto, on behalf of itself and its successors and assigns, hereby waives any and all such personal liability. Lender and its successors and assigns and, without limitation, all other Persons, shall look solely to Borrower’s assets for the payment of any claim against, or for any performance by, Lender under or in connection with this Agreement. For purposes hereof, neither the negative capital account of any Constituent Member in Borrower, nor any obligation of any Constituent Member in Borrower to restore a negative capital account or to contribute or loan capital to Borrower or to any other Constituent Member in Borrower shall at any time be deemed to be the property or an asset of Borrower (or any such other Constituent Member) and neither Lender nor any of its successors or assigns shall have any right to collect, enforce or proceed against with respect to any such negative capital account or obligation to restore, contribute or loan.

(j)All information regarding the terms set forth in any of the Loan Documents or the Loan (the “Confidential Information”) shall be kept confidential and shall not be disclosed by either Borrower or Lender to any Person except (a) to the Affiliates of such party or its or their respective directors, officers, employees, agents, accountants, attorneys, advisors, other representatives and actual and prospective direct or indirect investors (collectively, “Representatives”) who are informed of the confidential nature of such information and instructed to keep it confidential, (b) to the extent requested by any regulatory authority or Governmental Authority or required by Requirements of Law (including any disclosures required pursuant to any subpoena, legal process or other court or regulatory authority order), (c) to the extent required to be included in the financial statements of either Borrower or Lender or their respective Affiliates, (d) to the extent required to exercise any rights or remedies under the Loan Documents or Underlying Loan Documents, (e) to the extent required to consummate and administer the Loan, and (f) to any actual or prospective holder of a participation interest or other Person which agrees to comply with this Article 29(j); provided, however, that, except for disclosures made pursuant to clause (f) of this sentence, no such disclosure made with respect to any Loan Document shall include a copy of such Loan Document to the extent that a summary would suffice, but if it is necessary for a copy of any Loan Document to be disclosed, all economic terms set forth therein shall be redacted before disclosure. In furtherance of the foregoing, Lender agrees to keep confidential all non-public information delivered by or on behalf of Borrower or either Guarantor or any of their Affiliates and shall not disclose such information other than as permitted or required pursuant to the foregoing clauses (a) through (f), inclusive, except that, after the occurrence of an and during the continuance Event of Default, all such information relating solely to the Underlying Loan and the Collateral, but not, for the avoidance of doubt, any such information relating to a Guarantor or any of its Affiliates, shall be automatically excluded from the provisions of this Article 29(j). Notwithstanding anything in this Article 29(j) to the contrary, Confidential Information shall not include any information that

(i) is or becomes generally available to the public through no fault of Lender or any of its Representatives in violation of this Article 29(j); (ii) is or becomes available to Lender or any of its Representatives on a non-confidential basis from a source other than Borrower not known to

Lender or its Representatives to be prohibited from disclosing such information by a contractual, legal or fiduciary obligation of confidentiality after due inquiry; (iii) is independently developed by Class A Lender or any of its Representatives without use of or reliance on, either directly or indirectly, any Confidential Information; (iv) was known to or in the possession of Lender or any of its Representatives on a non-confidential basis, without appropriate documentary evidence thereof, prior to disclosure by Borrower.

ARTICLE 30

NO DUTY OF LENDER

The powers conferred on Lender hereunder are solely to protect Lender’s interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither it nor any of its officers, directors, employees or agents shall be responsible to Borrower for any act or failure to act hereunder, except for its own or their own gross negligence, bad faith or willful misconduct.

ARTICLE 31

REPRESENTATIONS AND WARRANTIES OF SUBORDINATED LENDER

Subordinated Lender hereby makes the following representations and warranties for the benefit of Borrower and Class A Lender, that, as of the date hereof:

(a)Subordinated Lender is not a Benefit Plan Investor;

(b)Borrower is a direct wholly-owned subsidiary of Subordinated Lender and Subordinated Lender is an indirect wholly-owned subsidiary of Guarantor;

(c)Borrower is treated as disregarded as an entity separate from Subordinated Lender and from Guarantor, which is the common regarded owner of Subordinated Lender and of Borrower, for U.S. federal income tax purposes;

(d)Subordinated Lender (i) is duly organized, validly existing and in good standing under the laws and regulations of the State of Delaware and (ii) has the limited liability company power to execute, deliver, and perform its obligations under the Loan Documents;

(e)Subordinated Lender (i) is duly authorized to execute and deliver the Loan Documents to which it is a party, to enter into the Loan as contemplated hereunder and to perform its obligations under the Loan Documents, and has taken all necessary action to authorize such execution, delivery and performance, and (ii) each person signing any Loan Document on its behalf is duly authorized to do so on its behalf; and

(f)The Loan Documents to which it is a party have been or will be duly executed and delivered by Subordinated Lender, for good and valuable consideration. Once executed by each applicable counterparty, the Loan Documents constitute the legal, valid and binding obligations of Subordinated Lender, enforceable against Subordinated Lender in accordance with their respective terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to general principles of equity.

ARTICLE 32

COVENANTS OF SUBORDINATED LENDER

(a)Subordinated Lender hereby covenants for the benefit of Borrower and Class A Lender, that until the satisfaction or discharge of all Obligations under any Loan Document:

(i)Subordinated Lender shall at all times own 100% of the Class B Loan, and will not transfer, pledge or hypothecate any portion of the Class B Loan to any other person or entities without the prior written consent of Class A Lender; provided that interests in Subordinated Lender may be pledged or hypothecated except as otherwise prohibited herein.

Any purported transfer or exchange in violation of the foregoing requirements shall be null and void ab initio.

(ii)Subordinated Lender (i) shall not make any election or otherwise take any action that would cause Borrower to not be treated as disregarded as an entity separate from Subordinated Lender for U.S. federal income tax purposes and (ii) shall not take any action that would cause the Borrower to be a “taxable mortgage pool” under Section 7701(i) of the Code.

ARTICLE 33

SUBORDINATION AND STANDSTILL

(a)Subordination. Subordinated Lender hereby agrees that the Class B Loan is and shall be subordinate, in all respects, to the extent and in the manner hereinafter set forth, to the prior indefeasible payment in full of the Class A Loan. Except as expressly set forth in clause (d) below, no payment shall be made by or on behalf of any Borrower Party for or on account of the Class B Loan, and Subordinated Lender shall not take or receive from any Borrower Party or any of its direct or indirect subsidiaries, directly or indirectly, in cash or other property or by setoff or in any other manner, including, without limitation, from or by way of collateral, payment of all or any of the Class B Loan, unless and until the Class A Loan shall have been indefeasibly paid in full. The foregoing shall apply, notwithstanding the availability of any collateral to the Class A Lender or the actual date and time of execution, delivery, recordation, filing or perfection of the Class A Loan, or the actual date and time of execution, delivery, recordation, filing or perfection of a lien or priority of payment thereof, and notwithstanding the fact that the Class A Loan or any other claim for the Class A Loan is subordinated, avoided or disallowed, in whole or in part, under the Bankruptcy Code or other applicable federal or state law. In the event of a proceeding, whether voluntary or involuntary, for insolvency, liquidation, reorganization, dissolution, bankruptcy, or other similar proceeding pursuant to the Bankruptcy Code or other applicable federal or state law, the Class A Loan shall be deemed to include all interest accrued thereon, in accordance with and at the interest rates specified herein, both for periods before and for periods after the commencement of any such proceedings, even if the claim for such interest is not allowed pursuant to applicable law.

(b)Standstill; Limitation on Subordinated Lender Rights. Notwithstanding Subordinated Lender’s rights under applicable law or any agreement (oral or written) between Subordinated Lender and any Borrower Party to the contrary, Subordinated Lender hereby acknowledges and agrees that it shall not (i) accelerate the Class B Loan or any portion thereof, or (ii) commence the exercise of any remedies against any Borrower Party, except by and through Class A Lender pursuant to the express terms of this Agreement. Subordinated Lender waives any right it may have to require that Class A Lender marshal any assets of any Borrower Party or any of its direct or indirect subsidiaries (including any Underlying Whole Loan and Underlying Loan) in favor of Subordinated Lender and Subordinated Lender agrees that it shall not acquire, by subrogation or otherwise, any lien, estate, right or other interest in any of the Underlying Whole Loan or Underlying Loan or the proceeds therefrom that is or may be prior to the Class A Loan.

(c)Certain Agreements with respect to Insolvency Proceedings. The Subordinated Lender shall not commence or join in any Insolvency Proceeding by or against any Borrower Party or any of its direct or indirect subsidiaries under the Bankruptcy Code or any similar provision thereof or any similar federal or state statute. If any Borrower Party or any of its direct or indirect subsidiaries is subject to an Insolvency Proceeding, at any time prior to the

indefeasible payment in full of the Class A Loan, neither Subordinated Lender nor any of its representatives shall (a) file, propose, support or vote in favor of any plan of reorganization, rehabilitation or liquidation, or a disclosure statement (or any similar documents), or join with or support any third party in doing so (and shall vote and shall be deemed to have voted to reject any such plan or similar document); or (b) make any election, give any consent, commence any action or file any motion, claim, obligation, notice, or application, take any position at any hearing or proceeding of any nature, or take any other action in any proceeding by or against any Borrower Party or any of its direct or indirect subsidiaries, in each case that is inconsistent with the terms of this Agreement.

(d)Payments on Junior Obligations. Notwithstanding any provision contained herein to the contrary, until the date (the “Cut-Off Date”) that is ninety (90) days prior to the date that Class A Lender shall have provided written notice to Subordinated Lender, or Subordinated Lender has actual knowledge, that an Event of Default has occurred and is continuing, Subordinated Lender may receive and retain payments of the Class B Loan, and Subordinated Lender shall hold any payments of the Class B Loan received by Subordinated Lender after the Cut-Off Date in trust, as trustee, for the benefit of Class A Lender and shall promptly deliver the same to or at the direction of Class A Lender, for the benefit of Class A Lender in precisely the form received. Neither the provisions of this clause (d) nor anything to the contrary contained herein shall modify or affect any rights or remedies of Class A Lender at law or in equity including, without limitation, any right to cause such payments to Subordinated Lender to be avoided, declared to be fraudulent or set aside under the Bankruptcy Code or any other law relating to insolvency or restructuring.

(e)Distributions Held in Trust. If Subordinated Lender shall receive any cash distributions in respect of, or other proceeds of, the Underlying Whole Loan and/or the Underlying Loan (including, without limitation, (a) any distribution arising directly or indirectly from any lien or other right or interest of Class A Lender being avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers, and (b) any distribution arising directly or indirectly by reason of or in connection with an Insolvency Proceeding), in excess of what Subordinated Lender is entitled to pursuant to clause (d) above (or would have been entitled to if such Insolvency Proceeding had not occurred or if any such lien or other right or interest had not been avoided, declared to be fraudulent, or otherwise set aside under the provisions of any law governing fraudulent conveyances or transfers), Subordinated Lender shall hold the same in trust, as trustee, for the benefit of Class A Lender and shall promptly deliver the same to or at the direction of Class A Lender, for the benefit of Class A Lender in precisely the form received (except for the endorsement or assignment thereof by such Subordinated Lender without recourse or warranty), it being understood that it is the intention of the parties that, except as expressly permitted by clause (d) above, until the Class A Loan (without regard to any modifications thereof arising by reason of or in connection with an Insolvency Proceeding) is indefeasibly repaid in full, Class A Lender shall receive all proceeds relating to any realization upon, distribution in respect of or interest in any of the Underlying Whole Loan and Underlying Loan as and to the extent set forth in the Loan Documents. In the event Subordinated Lender fails to make any such endorsement or assignment, Class A Lender, or any of its officers or employees, is hereby irrevocably authorized to make the same.

(f)Reinstatement. If, in any Insolvency Proceeding or otherwise, all or part of any payment with respect to the Class A Loan previously made shall be rescinded or avoided for any reason whatsoever, then the Class A Loan shall be reinstated to the extent of the amount so rescinded or avoided and, if theretofore terminated, this Agreement shall be reinstated in full force and effect and such prior termination shall not diminish, release, discharge, impair or otherwise affect the lien priorities and the relative rights and obligations of the Class A Lender and the Subordinated Lender provided for herein.

[SIGNATURES FOLLOW]

IN WITNESS WHEREOF, the parties have executed this Agreement as a deed as of the day first written above.

BORROWER:

CMFT RE LENDING SUB BBSQ, LLC, a

Delaware limited liability company

By:    _/s/ Nathan D. DeBacker_____________

Name: Nathan D. DeBacker

Title: Vice President, Chief Financial Officer and Treasurer

[Signature Page to Loan and Security Agreement]

CLASS A LENDER:

BARCLAYS BANK PLC

By:    _/s/ Jurek Burmicz______

Name: Jurek Burmicz

Title: Director

[Signature Page to Loan and Security Agreement]

SUBORDINATED LENDER:

CMFT RE LENDING SUB BBSQ

HOLDCO, LLC, a Delaware limited liability company

By:_/s/ Nathan D. DeBacker_____________

Name: Nathan D. DeBacker

Title: Vice President, Chief Financial Officer and Treasurer

[Signature Page to Loan and Security Agreement]

EU/UK RETENTION HOLDER:

CIM COMMERCIAL LENDING REIT,

a Maryland statutory trust

By:_/s/ Nathan D. DeBacker_____________

Name: Nathan D. DeBacker

Title: Chief Financial Officer

[Signature Page to Loan and Security Agreement]

Document

Exhibit 10.25.2

FIRST AMENDMENT TO

AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED MASTER REPURCHASE AGREEMENT, dated as of September 15, 2023 (this “Amendment”), by and among CMFT RE LENDING RF SUB DB, LLC, a Delaware limited liability company organized in series (“Master Seller”), CIM REAL ESTATE FINANCE TRUST, INC., a Maryland corporation (“Guarantor”), CMFT RE LENDING SUB DB HOLDCO, LLC, a Delaware limited liability company (“Member”), and DEUTSCHE BANK AG, NEW YORK BRANCH (“Buyer”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Repurchase Agreement (as defined below).

RECITALS

WHEREAS, Master Seller and Buyer are parties to that certain Amended and Restated Master Repurchase Agreement, dated as of December 23, 2021 (as amended, modified and/or restated, the “Repurchase Agreement”);

WHEREAS, in connection with the Repurchase Agreement, Guarantor made and entered into that certain Guaranty, dated as of October 8, 2021, for the benefit of Buyer (as amended, modified and/or restated from time to time, the “Guaranty”);

WHEREAS, in connection with the Repurchase Agreement, Member made and entered into that certain Member Guaranty, dated as of October 8, 2021, for the benefit of Buyer (as amended, modified and/or restated from time to time, the “Member Guaranty”); and

WHEREAS, Master Seller and Buyer have agreed to amend the Repurchase Agreement upon the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Master Seller, on behalf of itself and each Series Seller that is a party to any Transaction under the Repurchase Agreement, and Buyer each hereby agree as follows:

1.Amendments of Repurchase Agreement. The following defined terms as set forth in Section 2(a) of the Repurchase Agreement are hereby amended and restated in their entirety to read as follows:

“Cash Management Account” shall mean a demand deposit account, entitled “CMFT RE Lending RF Sub DB, LLC f/b/o Deutsche Bank AG, New York Branch, as Secured Party”, established at Depository, bearing account number AA5592.

“Controlled Account Agreement” shall mean that certain Account Control Agreement, dated as of September 15, 2023, among Master Seller (on behalf of itself and each Series Seller), Depository and Buyer, relating to the Cash Management Account, as the same may be amended, modified and/or restated from time to time.

“Depository” shall mean Deutsche Bank Trust Company Americas, or any successor Depository appointed by Buyer with the prior written consent of Master Seller (which consent shall not be unreasonably withheld or delayed).

2.Representations, Warranties and Covenants. Master Seller, on behalf of itself and each Series Seller that is party to any Transaction under the Repurchase Agreement as of the date hereof, hereby represents and warrants to Buyer, as of the date hereof, that (i) it is in

compliance in all material respects with all of the terms and provisions set forth in each Transaction Document to which it is a party on its part to be observed or performed, (ii) no Event of Default or, to Master Seller’s Knowledge, Default has occurred and is continuing. Master Seller, on its own behalf and on behalf of each Series Seller that is party to any Transaction under the Repurchase Agreement as of the date hereof, hereby confirms and reaffirms its representations, warranties and covenants contained in the Repurchase Agreement.

3.Acknowledgement. Master Seller hereby acknowledges that Buyer is in compliance with its undertakings and obligations under the Repurchase Agreement and the other Transaction Documents.

4.Limited Effect. Except as expressly amended and modified by this Amendment, the Repurchase Agreement and each of the other Transaction Documents shall continue to be, and shall remain unmodified and in full force and effect in accordance with their respective terms; provided, however, that from and after the date hereof, each (x) reference therein and herein to the “Transaction Documents” shall be deemed to include, in any event, this Amendment, (y) each reference to the “Repurchase Agreement” in any of the Transaction Documents shall be deemed to be a reference to the Repurchase Agreement as amended by this Amendment, and (z) each reference in the Repurchase Agreement to “this Agreement”, this “Repurchase Agreement”, “hereof”, “herein” or words of similar effect in referring to the Repurchase Agreement shall be deemed to be references to the Repurchase Agreement as amended by this Amendment.

5.Reaffirmation of Guaranty and Member Guaranty. Guarantor acknowledges the amendment and modification of the Repurchase Agreement pursuant to this Amendment and hereby ratifies and reaffirms all of the terms, covenants and conditions of the Guaranty, and agrees that the Guaranty remains unmodified and in full force and effect and enforceable in accordance with its terms. Member acknowledges the amendment and modification of the Repurchase Agreement pursuant to this Amendment and hereby ratifies and reaffirms all of the terms, covenants and conditions of the Member Guaranty, and agrees that the Member Guaranty remains unmodified and in full force and effect and enforceable in accordance with its terms.

6.Counterparts. This Amendment may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument. This Amendment may be delivered by facsimile transmission, by electronic mail, or by other electronic transmission, in portable document format (.pdf) or otherwise, and each such executed facsimile, .pdf, or other electronic record shall be considered an original executed counterpart for purposes of this Amendment. Each party to this Amendment (a) agrees that it will be bound by its own electronic signature, (b) accepts the electronic signature of each other party to this Amendment and each Transaction Document, and (c) agrees that such electronic signatures shall be the legal equivalent of manual signatures as and to the extent provided in accordance with applicable laws, rules and regulations as in effect from time to time applicable to electronic signatures.

7.Expenses. Master Seller agrees to pay and reimburse Buyer for all out-of- pocket costs and expenses actually incurred by Buyer in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and disbursements of Buyer’s outside counsel.

8.GOVERNING LAW. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO OR IN CONNECTION WITH THIS AMENDMENT, THE RELATIONSHIP OF THE PARTIES, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW.

[SIGNATURES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written.

MASTER SELLER:

CMFT RE LENDING RF SUB DB, LLC, a

Delaware limited liability company

By: /s/ Nathan D. DeBacker___________________

Name: Nathan D. DeBacker

Title: Vice President, Chief Financial Officer and Treasurer

GUARANTOR:

CIM REAL ESTATE FINANCE TRUST,

INC., a Maryland corporation

By: /s/ Nathan D. DeBacker___________________

Name: Nathan D. DeBacker

Title: Chief Financial Officer, Principal Accounting Officer and Treasurer

MEMBER:

CMFT RE LENDING SUB DB HOLDCO,

LLC, a Delaware limited liability company

By: /s/ Nathan D. DeBacker__________________

Name: Nathan D. DeBacker

Title: Vice President, Chief Financial Officer and Treasurer

BUYER:

DEUTSCHE BANK AG, NEW YORK BRANCH

By: /s/ Thomas Rugg________________

Name: Thomas Rugg

Title: Managing Director

By: /s/ Robert-Christoper Jones________

Name: Robert-Christopher Jones

Title: Director

5

Document

Exhibit 10.28.1

Conformed Through First Amendment

U.S. $300,000,000

LOAN AND SECURITY AGREEMENT

by and among

CMFT CL LENDING SUB AB, LLC, as the Borrower

EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO, as the Lenders

ALLY BANK, as the Administrative Agent and the Arranger

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,

as the Collateral Custodian

and

U.S. BANK NATIONAL ASSOCIATION, as the Document Custodian

Dated as of February 10, 2023

TABLE OF CONTENTS

Page

ARTICLE I<br><br>DEFINITIONS
Section 1.1    Certain Defined Terms.	2
Section 1.2    Other Terms.	59
Section 1.3    Computation of Time Periods.	59
Section 1.4    Interpretation.	59
Section 1.5    Calculation of Borrowing Base.	61
Section 1.6    Rates.	62
ARTICLE II<br><br>THE NOTES
Section 2.1    The Notes.	62
Section 2.2    Procedures for Advances by the Lenders.	62
Section 2.3    Principal Repayments.	64
Section 2.4    Determination of Interest.	66
Section 2.5    Notations on Notes.	66
Section 2.6    Reduction of Borrowing Base Deficiency.	66
Section 2.7    Settlement Procedures.	66
Section 2.8    Alternate Settlement Procedures.	69
Section 2.9    Collections and Allocations.	71
Section 2.10    Payments, Computations, Etc.	73
Section 2.11    Fees.	74
Section 2.12    Increased Costs; Capital Adequacy; Illegality.	75
Section 2.13    Taxes.	78
Section 2.14    Reinvestment; Discretionary Sales, Substitutions and Repurchases of Loans.	82
Section 2.15    Assignment of the Sale Agreement.	86
Section 2.16    Defaulting Lenders.	87
Section 2.17    Mitigation Obligations; Replacement of Lenders.	88
Section 2.18    Increase of Commitment; Facility Amount.	89
ARTICLE III<br><br>CONDITIONS TO THE EFFECTIVE DATE AND ADVANCES
Section 3.1    Conditions to Effective Date.	89
Section 3.2    Conditions Precedent to All Advances and Acquisitions of Loans.	91
Section 3.3    Custodianship; Transfer of Loans and Permitted Investments.	94
ARTICLE IV<br><br>REPRESENTATIONS AND WARRANTIES

-i-

Section 4.1    Representations and Warranties of the Borrower.	95
Section 4.2    Representations and Warranties of the Borrower Relating to the Agreement and the Collateral.	105
Section 4.3    Representations and Warranties of the Collateral Custodian and Document Custodian.	105
ARTICLE V<br><br>GENERAL COVENANTS
Section 5.1    Affirmative Covenants of the Borrower.	106
Section 5.2    Negative Covenants of the Borrower.	116
Section 5.3    Affirmative Covenants of the Collateral Custodian and Document Custodian.	118
Section 5.4    Negative Covenants of the Collateral Custodian and Document Custodian.	119
ARTICLE VI<br><br>THE COLLATERAL CUSTODIAN
Section 6.1    Designation of Collateral Custodian.	119
Section 6.2    Duties of Collateral Custodian.	119
Section 6.3    Merger or Consolidation.	122
Section 6.4    Collateral Custodian Compensation.	122
Section 6.5    Collateral Custodian Removal.	122
Section 6.6    Limitation on Liability.	122
Section 6.7    Resignation of the Collateral Custodian.	126
Section 6.8    Access to Certain Documentation and Information Regarding the Collateral; Audits.	127
ARTICLE VII<br><br>SECURITY INTEREST
Section 7.1    Grant of Security Interest.	127
Section 7.2    Release of Lien on Collateral.	129
Section 7.3    Remedies.	130
Section 7.4    Waiver of Certain Laws.	130
Section 7.5    Power of Attorney.	130
ARTICLE VIII<br><br>EVENTS OF DEFAULT
Section 8.1    Events of Default.	131
Section 8.2    Remedies.	134
ARTICLE IX<br><br>INDEMNIFICATION
Section 9.1    Indemnities by the Borrower.	135
Section 9.2    Taxes.	136

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ARTICLE X<br><br>THE ADMINISTRATIVE AGENT
Section 10.1    Appointment.	137
Section 10.2    Standard of Care; Exculpatory Provisions.	138
Section 10.3    The Administrative Agent’s Reliance, Etc.	139
Section 10.4    Credit Decision with Respect to the Administrative Agent.	139
Section 10.5    Indemnification of the Administrative Agent.	140
Section 10.6    The Successor Administrative Agent.	140
Section 10.7    Delegation of Duties.	140
Section 10.8    Payments by the Administrative Agent.	141
Section 10.9    Collateral Matters.	141
Section 10.10    Erroneous Payments.	142
ARTICLE XI<br><br>MISCELLANEOUS
Section 11.1    Amendments and Waivers.	145
Section 11.2    Notices, Etc.	147
Section 11.3    Ratable Payments.	149
Section 11.4    No Waiver; Remedies.	149
Section 11.5    Binding Effect; Benefit of Agreement.	149
Section 11.6    Term of this Agreement.	149
Section 11.7    Governing Law; Jury Waiver.	150
Section 11.8    Consent to Jurisdiction; Waivers.	150
Section 11.9    Costs and Expenses.	150
Section 11.10    No Proceedings.	151
Section 11.11    Recourse Against Certain Parties.	151
Section 11.12    Protection of Right, Title and Interest in the Collateral; Further Action Evidencing Advances.	153
Section 11.13    Confidentiality.	153
Section 11.14    Execution in Counterparts; Severability; Integration.	155
Section 11.15    Waiver of Setoff.	156
Section 11.16    Assignments by the Lenders.	156
Section 11.17    Heading and Exhibits.	159
Section 11.18    Benchmark Replacement Settings.	159
Section 11.19    Divisions.	161
Section 11.20    Judgment Currency.	161
Section 11.21    Recognition of the U.S. Special Resolution Regimes.	162
Section 11.22    USA PATRIOT ACT.	162
ARTICLE XII<br><br>tax considerations

-iii-

Section 12.1    Acknowledgement of Parties.	162
ARTICLE XIII<br><br>Document Custodian
Section 13.1    Designation of Document Custodian.	163
Section 13.2    Duties of Document Custodian.	163
Section 13.3    Merger or Consolidation.	166
Section 13.4    Document Custodian Compensation.	166
Section 13.5    Document Custodian Removal.	166
Section 13.6    Limitation on Liability.	166
Section 13.7    Document Custodian Resignation.	168
Section 13.8    Release of Documents.	169
Section 13.9    Return of Required Loan Documents.	170
Section 13.10    Access to Certain Documentation and Information Regarding the Collateral Portfolio.	170
Section 13.11    Document Custodian as Agent.	171
Section 13.12    Indemnification.	171

-iv-

EXHIBITS

EXHIBIT A-1    Form of Funding Notice

EXHIBIT A-2    Form of Repayment Notice

EXHIBIT A-3    Form of Reinvestment Notice

EXHIBIT A-4    Form of Borrowing Base Certificate

EXHIBIT A-5    Form of Incumbency Certificate

EXHIBIT A-6    Form of Payment Date Report

EXHIBIT A-7    Form of Static Pool Analysis

EXHIBIT A-8    [Reserved]

EXHIBIT A-9     Form of Disbursement Request

EXHIBIT A-10    Form of Commitment Reduction Notice

EXHIBIT B    Form of Promissory Note

EXHIBIT C    Form of Officer’s Certificate as to Solvency

EXHIBIT D    Form of Officer’s Closing Certificate

EXHIBIT E    Form of Release of Underlying Instruments

EXHIBIT F    Form of Compliance Certificate

EXHIBIT G    Form of Transferee Letter

EXHIBIT H    Form of Joinder Supplement

EXHIBIT I-1    U.S. Tax Compliance Certificate – For Foreign Lenders that are not

Partnerships for U.S. Federal Income Tax Purposes

EXHIBIT I-2    U.S. Tax Compliance Certificate – For Foreign Participants that are not

Partnerships For U.S. Federal Income Tax Purposes

EXHIBIT I-3    U.S. Tax Compliance Certificate – For Foreign Participants that are

Partnerships For U.S. Federal Income Tax Purposes

EXHIBIT I-4    U.S. Tax Compliance Certificate – For Foreign Lenders that are

Partnerships For U.S. Federal Income Tax Purposes

EXHIBIT J    Form of Document Custodian Certification

EXHIBIT K    Form of Assignment and Assumption

SCHEDULES

SCHEDULE I    Loan Party Names

SCHEDULE II    Loan List

SCHEDULE III    [Reserved]

SCHEDULE IV    Agreed-Upon Procedures

SCHEDULE V    S&P Industry Classifications

ANNEXES

ANNEX A    Addresses for Notices

ANNEX B    Commitments

-v-

LOAN AND SECURITY AGREEMENT

THIS LOAN AND SECURITY AGREEMENT (as amended, modified, waived, supplemented, restated or replaced from time to time, this “Agreement”) is made as of February 10, 2023, by and among:

(1)CMFT CL LENDING SUB AB, LLC, a Delaware limited liability company, as the borrower (the “Borrower”);

(2)EACH OF THE LENDERS FROM TIME TO TIME PARTY HERETO (together with its respective successors and assigns in such capacity, each a “Lender”, collectively, the “Lenders”);

(3)ALLY BANK (together with its successors and assigns, “Ally Bank”), as the administrative agent hereunder (together with its successors and assigns in such capacity, the “Administrative Agent”) and as Arranger;

(4)U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but as the collateral custodian (together with its successors and assigns in such capacity, the “Collateral Custodian”); and

(5)U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but as the document custodian (together with its successors and assigns in such capacity, the “Document Custodian”).

RECITALS

WHEREAS, the Borrower has requested that the Lenders extend credit hereunder by providing Commitments and making Advances from time to time for the purchase of certain Eligible Loans from the Transferor pursuant to the Sale Agreement and for the general business purposes of the Borrower; and

WHEREAS, the Lenders are willing to extend such credit to the Borrower on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, based upon the foregoing Recitals, the mutual premises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1Certain Defined Terms.

Certain capitalized terms used throughout this Agreement are defined in this Section 1.1. As used in this Agreement and its schedules, exhibits and other attachments, unless the context requires a different meaning, the following terms shall have the following meanings:

“1940 Act”: The United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

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“Account”: Any of the Collateral Account, the General Collection Account, the Principal Collection Account, the Interest Collection Account, the Unfunded Exposure Account, the Pre-Funded Loan Account and any sub accounts thereof deemed appropriate or necessary by the Administrative Agent or the Collateral Custodian for convenience in administering such accounts.

“Account Control Agreement”: The Account Control Agreement, dated as of the date hereof, among the Borrower, as the pledgor, the Administrative Agent, the Collateral Custodian and the Securities Intermediary, as the same may be amended, modified, waived, supplemented or restated from time to time.

“Accrual Period”: With respect to (a) the first Payment Date, the period from and including the Effective Date to but excluding the Determination Date preceding the first Payment Date, and (b) any subsequent Payment Date, the period from and including the Determination Date preceding the previous Payment Date to but excluding the Determination Date preceding the current Payment Date (or, in the case of the final Payment Date, to and including such Payment Date).

“Adjusted Borrowing Value”: For any Loan, for any date of determination, an amount equal to the Assigned Value of such Loan at such time multiplied by the Outstanding Balance of such Loan.

“Administrative Agent”: Ally Bank, in its capacity as the administrative agent for Lenders hereunder, together with its permitted successors and assigns, including any successor appointed pursuant to Section 10.6.

“Administrative Expenses”: All amounts (excluding principal payments, interest payments, Non-Usage Fees and any other similar fees) due or accrued and payable by the Borrower to any Person pursuant to any Transaction Document (the payment of which is not expressly otherwise provided for therein, e.g. principal on Advances Outstanding and Interest hereunder, and Collateral Custodian Fees), including, but not limited to, any third party service provider to the Borrower, any Lender, the Collateral Custodian, the Document Custodian, or the Securities Intermediary, accountants, agents and counsel of any of the foregoing for fees and expenses or any other Person in respect of any other fees, expenses, or other payments (including indemnification payments).

“Administrative Questionnaire”: An administrative questionnaire in a form supplied by the Administrative Agent.

“Advance”: Each funding by the Lenders hereunder (including each Loan Advance and each advance made for the purpose of funding the Unfunded Exposure Account pursuant to Section 2.2(e)). The application of amounts on deposit in the Unfunded Exposure Account to fund a Revolving Loan or Delayed Draw Loan in accordance with Section 2.9(e) shall not be considered an “Advance”.

“Advance Date”: With respect to any Advance, the date on which such Advance is made.

“Advance Rate”: As follows:

(a)with respect to First Lien Loans for which the applicable Obligor has EBITDA less than $10,000,000, sixty percent (60.00%);

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(b)with respect to First Lien Loans for which the applicable Obligor has EBITDA greater than or equal to $10,000,000 but less than $50,000,000, seventy percent (70.00%);

(c)subject to the following clause (d), with respect to First Lien Loans for which the applicable Obligor has EBITDA greater than or equal to $50,000,000, seventy-two percent (72.00%);

(d)with respect to First Lien Loans for which the applicable Obligor (x) has EBITDA greater than or equal to $50,000,000 and (y) has a Specified Rating so long as at least two (2) current quotes for such debt exist from Approved Dealers, seventy five percent (75.00%);

(e)with respect to First Lien Last Out Loans, forty-five percent (45.00%); and

(f)with respect to Second Lien Loans, twenty-five percent (25.00%).

“Advances Outstanding”: On any day, the aggregate principal amount of all Advances outstanding on such day, after giving effect to all repayments of Advances and the making of new Advances on such day.

“Affiliate”: With respect to a Person, means any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person, or is a director or officer of such Person; provided that (i) for purposes of determining whether any Loan is an Eligible Loan or any Obligor is an Eligible Obligor, the term Affiliate shall not include any Affiliate relationship which may exist solely as a result of direct or indirect ownership of, or control by, a common Financial Sponsor and (ii) no investment vehicles, funds, accounts or similar entities advised by the Collateral Manager, the Investment Advisor or any of their Affiliates will be considered an Affiliate of the Collateral Manager. For purposes of this definition, “control,” when used with respect to any specified Person means the possession, directly or indirectly, of the power to vote 20.00% or more of the voting securities of such Person or to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract or otherwise; provided that, anything herein to the contrary notwithstanding, the term “Affiliate” shall not include any Affiliate relationship which may exist solely as a result of direct or indirect ownership resulting from or in connection with a workout or restructuring of any Loan so long as (x) the equity interests in the applicable Obligor are pledged by the Borrower to secure the Obligations and (y) the Borrower’s ability to exercise voting rights or any other rights generally applicable to the ownership interests held by the Borrower in its discretion with respect to such equity interests is not contractually restricted by any underlying instrument.

“Aggregate Unfunded Exposure Amount”: On any date of determination, the sum of the Unfunded Exposure Amounts of all Loans included in the Collateral.

“Aggregate Unfunded Exposure Equity Amount”: On any date of determination, the sum of the Unfunded Exposure Equity Amounts of all Loans included in the Collateral.

“Agreed-Upon Procedures Report”: The meaning specified in Section 5.1(t)(v).

“Agreement”: The meaning specified in the Preamble.

“Ally Bank”: The meaning specified in the Preamble.

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“Applicable Conversion Rate” means, with respect to any Loan or other asset or amount denominated in a currency other than Dollars, on any date of determination, the applicable currency Dollar spot rate that appears on the Bloomberg screen for such currency on such date or, if such date is not a Business Day, the end of the immediately preceding Business Day.

“Anti-Corruption Laws”: The Applicable Law in any jurisdiction that relates to anti-bribery or anti-corruption laws, regulations or ordinances, including the U.S. Foreign Corrupt Practices Act of 1977, as amended; the U.K. Bribery Act 2010, as amended; and the Loi Sapin II pour la transparence de la vie économique (Sapin II).

“Anti-Money Laundering Laws”: The Applicable Law in any jurisdiction that relates to money laundering or terrorism financing, any predicate crime to money laundering, or any financial record keeping and reporting requirements related thereto.

“Applicable Collateral Value”: With respect to Eligible Loans relating to (i) Tier 3 Obligors, eighty-five percent (85.00%), (ii) Tier 2 Obligors, ninety-two and one-half percent (92.50%), and (iii) Tier 1 Obligors, one hundred percent (100.00%).

“Applicable Law”: For any Person or property of such Person, all existing and future laws, rules, regulations, statutes, treaties, codes, ordinances, permits, certificates, orders and licenses of and interpretations by any Governmental Authority which are applicable to such Person or property (including, without limitation, predatory and abusive lending laws; laws, rules and regulations relating to licensing, fair credit billing, fair credit reporting, equal credit opportunity, fair debt collection practices and privacy; usury laws; truth in lending laws (including the Federal Truth in Lending Act); and Regulation Z and Regulation B of the Board of Governors of the Federal Reserve System), and applicable judgments, decrees, injunctions, writs, awards or orders of any court, arbitrator or other administrative, judicial, or quasi-judicial tribunal or agency of competent jurisdiction.

“Applicable Leverage Ratio”: (a) with respect to First Lien Loans, the Obligor Net Senior Leverage Ratio of the applicable Obligor and (b) with respect to First Lien Last Out Loans and Second Lien Loans, the Obligor Net Total Leverage Ratio of the applicable Obligor.

“Applicable Spread”: A rate per annum equal to (a) with respect to any Advance bearing interest at the Benchmark, 2.875%; provided that at the election of the Administrative Agent or the Required Lenders following an Event of Default (which election may be made retroactively to the applicable date on which such Event of Default occurred, and which election shall be deemed in the case of an Event of Default described in Section 8.1(h) with respect to the Borrower), 4.875% and (b) with respect to any Advance bearing interest at the Base Rate, 1.875%; provided that at the election of the Administrative Agent or the Required Lenders following an Event of Default (which election may be made retroactively to the applicable date on which such Event of Default occurred, and which election shall be deemed in the case of an Event of Default described in Section 8.1(h) with respect to the Borrower), 3.875%.

“Approved Dealer”: Any of the following: Antares Capital Markets; Apollo; Ares; Bank of America; Bank of Montreal (BMO); Barclays; BNP Paribas; Cantor Fitzgerald; Capital One; Citigroup; Citizens Bank; Credit Suisse; Deutsche Bank; Fifth Third Bank; Goldman Sachs; Golub Capital; Guggenheim Securities; HSBC; Jefferies; JP Morgan Chase; KeyBanc Capital Markets; KKR; Macquarie Securities; Mizuho; Morgan Stanley; MUFG Bank; NatWest Markets; Natixis; Nomura; PNC Capital; Regions Bank; Royal Bank of Canada; Scotia Capital; Societe Generale; Standard Chartered Bank; Stifel Nicolaus; Sumitomo Mitsui Banking; Toronto-Dominion Bank; Truist Securities; UBS; and Wells Fargo Securities; or any other dealer approved by the Administrative Agent in its sole discretion.

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“Approved Foreign Country”: Australia, Belgium, Canada, France, Germany, Italy, Luxembourg, the Republic of Ireland, the Netherlands, Spain, the United Kingdom or any other country approved by the Administrative Agent in writing in its sole discretion.

“Approved Foreign Currency”: AUD, CAD, EUR and GBP.

“Approved Foreign Currency Reserve”: At any time, an amount equal to three percent (3.00)% of the Adjusted Borrowing Value of all Eligible Loans for which the Eligible Loan is denominated in an Approved Foreign Currency to the extent the Approved Foreign Currency of such Eligible Loan is not hedged for the benefit of the Borrower in form and substance reasonably satisfactory to the Administrative Agent.

“Approved Fund”: Any fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.

“Approved Valuation Firm”: Any of the following: Houlihan Lokey, Inc., Duff & Phelps LLC, Howard & Zukin Capital, Inc., Murray, Devine and Company, Lincoln Partners Advisors, LLC, Valuation Research Corporation, or another valuation firm approved by the Administrative Agent in writing in its sole discretion.

“Assigned Value”:

(a)With respect to each Loan, as of any Measurement Date, the Assigned Value of such Loan shall be the least of (i) the Purchase Price, (ii) the Applicable Collateral Value and (iii) if a Value Adjustment Event with respect to a Loan has occurred and is in effect, (x) its “quoted value” if such Loan is a Quoted Loan or (y) for any non-Quoted Loan, an amended value determined by the Administrative Agent in its sole discretion, in each case, following the occurrence of the relevant Value Adjustment Event; provided, that (I) with respect to a Value Adjustment Event pursuant to clauses (b), (d) (as a result of clause (a) or (b) (if with respect to clause (b), then solely with respect to any due date for payment of principal) of the definition of Material Modification), or (e) of the definition of Value Adjustment Event, in each case, the Assigned Value of such Loan shall be zero and (II) if such Loan is a Quoted Loan, with respect to a Value Adjustment Event pursuant to clause (f) of the definition of Value Adjustment Event that is not cured within 60 days of such Value Adjustment Event, the Assigned Value of such Loan shall be determined by the Administrative Agent in its sole discretion. The amended Assigned Value of each Loan shall be communicated by the Administrative Agent to the Borrower, the Collateral Manager, the Collateral Custodian, and the Lenders pursuant to an Assigned Value Notice.

(b)At the request of the Borrower, or if the circumstances giving rise to a Value Adjustment Event are cured, waived or no longer in existence (as determined by the Administrative Agent in its sole discretion), the Assigned Value of such Loan shall be re-determined by the Administrative Agent in its sole discretion, effective on the Business Day after delivery by the Administrative Agent of an updated Assigned Value Notice with respect to such Assigned Value determination.

(c)For the avoidance of doubt, the Assigned Value of any Loan that is not an Eligible Loan shall be zero.

(d)Notwithstanding the foregoing, if (x) the product of the amended Assigned Value of a non-Quoted Loan subsequent to a Value Adjustment Event multiplied by the Applicable Leverage Ratio of such Loan at the time of such determination is less than (y)

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the product of the initial Assigned Value of such Loan multiplied by the Applicable Leverage Ratio of such Loan at the time such Loan was first included as part of the Collateral, then the Borrower may (at its expense) retain any Approved Valuation Firm to determine the “Dispute Right Assigned Value” of such Loan (taking into account any credit deterioration or underperformance specifically related to such Loan) and if the Dispute Right Assigned Value (expressed as a percentage of par) determined by such firm is greater than the Administrative Agent’s determination of the amended Assigned Value, the Dispute Right Assigned Value shall become the Assigned Value of such Loan; provided, that the Assigned Value of such Loan shall be the amended Assigned Value (expressed as a percentage of par) assigned by the Administrative Agent until such Approved Valuation Firm has determined the Dispute Right Assigned Value; provided, further, that in no event shall such new Assigned Value exceed the Assigned Value determined pursuant to clause (x) or (y) above; provided, further, that the Borrower may only have a Dispute Right Assigned Value determined for any given Loan one (1) time during the term of this Agreement.

“Assigned Value Notice”: A written notice (which may be in the form of an e-mail) delivered by the Administrative Agent to the Borrower, the Collateral Manager, the Lenders and the Collateral Custodian specifying the value of a Loan determined in accordance with the terms of the definition of “Assigned Value” in this Section 1.1.

“Assignment and Assumption”: An assignment and assumption agreement substantially in the form of Exhibit K to this Agreement (appropriately completed) delivered in connection with an assignment by any Lender pursuant to Section 11.16.

“Availability”: As of any Measurement Date, an amount equal to the least of (a) the Facility Amount; (b)(i) the product of (A) the Borrowing Base as of such date multiplied by (B) the Weighted Average Advance Rate, minus (ii) the amount of the Aggregate Unfunded Exposure Equity Amount that is not then on deposit in the Unfunded Exposure Account plus (iii) the Dollar Equivalent of the amount of funds on deposit in the Pre-Funded Loan Account as of such date that are the proceeds of Loan Advances (after giving effect to any such Loan Advance made in connection with a Pre-Funded Loan) plus (iv) the Dollar Equivalent of the amount of Principal Collections on deposit in the Principal Collection Account as of such date; and (c)(i) the aggregate Adjusted Borrowing Value of all Eligible Loans as of such date minus, (ii) the Minimum Credit Enhancement Amount minus (iii) the amount of the Aggregate Unfunded Exposure Equity Amount that is not then on deposit in the Unfunded Exposure Account plus (iv) the Dollar Equivalent of the amount of funds on deposit in the Pre-Funded Loan Account as of such date that are the proceeds of Loan Advances (after giving effect to any such Loan Advance made in connection with a Pre-Funded Loan) plus (v) the Dollar Equivalent of the amount of Principal Collections on deposit in the Principal Collection Account as of such date.

“Available Capital”: The sum of (i) unrestricted Cash and cash equivalents of the Fund and the Borrower, (ii) any amounts available to be drawn under revolving lines of the Fund or the Borrower (including any undrawn Availability) and (iii) unencumbered assets of the Fund that could be pledged to the Borrower and, if so pledged, would be Eligible Loans, in each case, to the extent such amount may be made available to or used by the Borrower to cure a Borrowing Base Deficiency, and determined in accordance with generally accepted accounting principles, as set forth in the Fund’s quarterly consolidated balance sheets.

“Available Funds”: With respect to any Payment Date, all amounts on deposit in the Collection Account.

“Available Tenor”: As of any date of determination and with respect to the then current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such

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Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining the length of an interest period with reference to such Benchmark pursuant to this Agreement, in each case, as of such date.

“Bankruptcy Code”: The United States Bankruptcy Reform Act of 1978 (11 U.S.C. § 101, et seq.), as amended from time to time.

“Base Rate”: On any date, a fluctuating per annum interest rate equal to the highest of (a) the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the “bank prime loan” rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Administrative Agent) or any similar release by the Federal Reserve Board (as determined by the Administrative Agent), (b) the Federal Funds Rate plus 0.50% and (c) zero.

“Benchmark”: Initially, Daily Simple SOFR; provided that if a Benchmark Transition Event has occurred with respect to Daily Simple SOFR or the then-current Benchmark, then “Benchmark” shall mean the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 11.18.

“Benchmark Replacement”: For any Available Tenor, with respect to any Benchmark Transition Event, the sum of: (i) the alternate benchmark rate that has been selected by the Administrative Agent in consultation with the Borrower giving due consideration to (A) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (B) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark for Dollar denominated syndicated credit facilities and (ii) the related Benchmark Replacement Adjustment; provided that, if such Benchmark Replacement as so determined would be less than the Floor, such Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Transaction Documents.

“Benchmark Replacement Adjustment”: With respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement for any applicable Available Tenor for any setting of such Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected by the Administrative Agent in consultation with the Borrower for the applicable tenor giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities.

“Benchmark Replacement Conforming Changes”: With respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Accrual Period,” the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” timing and frequency of determining rates, timing (but not frequency) of making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the length of lookback periods, the applicability of breakage provisions, and other technical, administrative or operational matters) that the Administrative Agent decides may be appropriate to reflect the

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adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines that no market practice for the administration of such Benchmark Replacement exists, in such other manner of administration as the Administrative Agent decides is reasonably necessary in connection with the administration of this Agreement and the other Transaction Documents).

“Benchmark Replacement Date”: The earliest to occur of the following events with respect to the then-current Benchmark:

(1)    in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of such Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide such Benchmark (or component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof); or

(2)    in the case of clause (3) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) has been determined and announced by the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be no longer representative; provided, that such non-representativeness will be determined by reference to the most recent statement or publication referenced in such clause (3) and even if such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof) continues to be provided on such date.

For the avoidance of doubt, (i) if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination and (ii) if such Benchmark is a term rate, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (1) or (2) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Event”: The occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof);

(2)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof), the Board of Governors of the Federal Reserve System, the

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Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for such Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide such Benchmark (or such component thereof) or, if such Benchmark is a term rate, any Available Tenor of such Benchmark (or such component thereof); or

(3)    a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the published component used in the calculation thereof) announcing that such Benchmark (or such component thereof) or, if such Benchmark is a term rate, all Available Tenors of such Benchmark (or such component thereof) are no longer, or as of a specified future date will no longer be, representative.

For the avoidance of doubt, if such Benchmark is a term rate, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).

“Benchmark Transition Start Date”: In the case of a Benchmark Transition Event, the earlier of (i) the applicable Benchmark Replacement Date and (ii) if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to the expected date of such event as of such public statement or publication of information (or if the expected date of such prospective event is fewer than 90 days after such statement or publication, the date of such statement or publication).

“Benchmark Unavailability Period”: The period (if any) (x) beginning at the time that a Benchmark Replacement Date pursuant to clauses (1) or (2) of that definition has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 11.18 and (y) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Transaction Document in accordance with Section 11.18. Notwithstanding the foregoing, for so long as the “Benchmark” is determined by reference to Daily Simple SOFR, no Benchmark Unavailability Period shall be deemed to have occurred until the Benchmark Replacement Date shall have occurred with respect to each such benchmark rate.

“Beneficial Ownership Certification”: A certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association.

“Beneficial Ownership Regulation”: 31 C.F.R. § 1010.230.

“BHC Act Affiliate”: The meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).

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“Borrower”: The meaning specified in the Preamble.

“Borrower Interest Collections”: With respect to the Borrower, as of any date, an amount equal to the Dollar Equivalent of the aggregate amount of interest and fees received in the Collection Accounts with respect to the Loans for the preceding twelve (12) month period, provided, that with respect to any time period for which twelve (12) calendar months of such amounts are not available, Borrower Interest Collections shall be determined based on annualizing such amounts as are available for the Borrower.

“Borrower Interest Expense”: With respect to the Borrower, as of any date, an amount equal to the Dollar Equivalent of the amount of the aggregate amount payable (whether or not actually paid) in interest, costs (to the extent payable prior to interest and Non-Usage Fees pursuant to Section 2.7; provided that such costs paid pursuant to Section 2.7(a)(5) included in this calculation shall not exceed $100,000 in the aggregate during the preceding twelve (12) month period) and Non-Usage Fees pursuant to Section 2.7 during the preceding twelve (12) month period, provided, that with respect to any time period for which twelve (12) calendar months of such amounts are not available, Borrower Interest Expense shall be determined based on annualizing such amounts as are available for the Borrower.

“Borrower’s Notice”: Any (a) Funding Notice or (b) Reinvestment Notice.

“Borrowing Base”: As of any Measurement Date, an amount equal to the difference of (i) the aggregate Adjusted Borrowing Value of all Eligible Loans as of such date minus (ii) an amount equal to the Excess Concentration Amount as of such date minus (iii) the Approved Foreign Currency Reserve; provided that any Loan which as of such Measurement Date is no longer an Eligible Loan shall not be included in the calculation of “Borrowing Base”.

“Borrowing Base Certificate”: A certificate setting forth the calculation of the Borrowing Base and the Availability as of each Measurement Date, substantially in the form of Exhibit A-4, prepared by or on behalf of the Borrower.

“Borrowing Base Deficiency”: The amount by which, on any date of determination, (a) the Advances Outstanding exceed (b) Availability.

“Business Day”: Any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the State of New York or in the city in which the principal Corporate Trust Office of the Collateral Custodian is located.

“Capital Stock”: Any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all similar ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.

“Cash”: Cash or legal currency of the United States or an Approved Foreign Currency as at the time shall be legal tender for payment of all public and private debts in the applicable jurisdiction.

“Certificated Security”: The meaning specified in Section 8-102(a)(4) of the UCC.

“Change of Control”: The occurrence of any of the following events: (1) any change of control of the Sub-Advisor (“control” being defined for purposes of this definition as the possession, directly or indirectly, of the power to direct or cause the direction of the

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management, actions and policies of a person, whether through having more than 50.0% of the voting rights or ownership rights of the Sub-Advisor); (2) the Investment Advisor ceases to be the investment advisor of the Fund or the Sub-Advisor ceases to be the sub-advisor of the Borrower (and the Sub-Advisor has not been replaced by a Person approved by the Administrative Agent and the Required Lenders in writing in their sole discretion); (3) the Fund ceases to own and control, of record and beneficially, directly or indirectly, 100.00% of the equity interests of the Borrower free and clear of all Liens other than Liens approved in writing by the Administrative Agent and the Required Lenders in their sole discretion; or (4) Collateral Manager ceases to be the collateral manager of the Borrower unless replaced as collateral manager by an Affiliate legally qualified to assume all such responsibility.

“Clearing Agency”: An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

“Clearing Corporation”: The meaning specified in Section 8-102(a)(5) of the UCC.

“Code”: The Internal Revenue Code of 1986, as amended from time to time.

“Collateral”: The meaning specified in Section 7.1(a).

“Collateral Account”: A Securities Account created and maintained on the books and records of the Collateral Custodian (or any other party acceptable to the Administrative Agent in its sole discretion) entitled “Collateral Account” in the name of the Borrower and subject to the prior Lien of the Administrative Agent for the benefit of the Secured Parties.

“Collateral Custodian”: U.S. Bank Trust Company, National Association, not in its individual capacity, but solely as Collateral Custodian, its successor in interest pursuant to Section 6.3 or such Person as shall have been appointed Collateral Custodian pursuant to Section 6.5.

“Collateral Custodian Fee”: The fees, expenses and indemnities set forth as such in the Collateral Custodian Fee Letter and as provided for in this Agreement or any other Transaction Document. Notwithstanding any other provision of this Agreement or the Collateral Custodian Fee Letter, the Collateral Custodian and Document Custodian agree that the aggregate amount of expenses and indemnity payments included in the Collateral Custodian Fee payable pursuant to Sections 2.7(a)(2), 2.7(b)(1) and 2.8(2) shall be not greater than $150,000 during any rolling 12-month period.

“Collateral Custodian Fee Letter”: The fee letter issued by U.S. Bank National Association and U.S. Bank Trust Company National Association, dated October 13, 2022 and executed by the Borrower, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time.

“Collateral Custodian Termination Notice”: The meaning specified in Section 6.5.

“Collateral Management Agreement”: The Collateral Management Agreement dated as of the date hereof between the Collateral Manager and the Borrower.

“Collateral Management Standard”: The meaning specified in the Collateral Management Agreement.

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“Collateral Manager”: Initially CIM Real Estate Finance Trust, Inc., a Maryland corporation, as collateral manager, acting solely pursuant to the terms of this Agreement or any other Person becoming Collateral Manager pursuant to the terms of the Collateral Management Agreement.

“Collateral Manager Operating Agreement”: The meaning specified in the Collateral Management Agreement.

“Collateral Manager Termination Event”: The occurrence of any one of the following:

(a)any failure by the Collateral Manager to make any payment, transfer or deposit into the Collection Account as required by this Agreement, after giving effect to any applicable grace period (including, without limitation, the two (2) Business Day period provided for in Section 5.1(f));

(b)any failure on the part of the Collateral Manager duly to observe or perform in any material respect any material covenants or agreements of the Collateral Manager set forth in any Transaction Document to which the Collateral Manager is a party (including any material delegation of the Collateral Manager’s duties) and the same continues unremedied, to the extent capable of being cured, for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Collateral Manager and (ii) the date on which the Collateral Manager acquires knowledge thereof;

(c)the failure of the Collateral Manager to make any payment when due (whether or not waived but after giving effect to any related grace period) with respect to any recourse debt or other debt, which aggregate debt is in excess of the lesser of (x) Collateral Manager’s net asset value multiplied by 3.00% and (y) $25,000,000, or the occurrence of any event or condition that has resulted in the acceleration of such recourse debt or other obligations, whether or not waived;

(d)an Insolvency Event shall occur with respect to the Collateral Manager;

(e)the occurrence and continuation of an Event of Default;

(f)the occurrence of (x) any Change of Control with respect to the Sub-Advisor or (y) any Key Person Event;

(g)any failure by the Collateral Manager to deliver any Required Reports hereunder on or before the date occurring two (2) Business Days after the date such report is required to be made or given by the Collateral Manager, as the case may be, under the terms of this Agreement;

(h)any representation, warranty or certification made by the Collateral Manager in any Transaction Document or in any certificate delivered by the Collateral Manager pursuant to any Transaction Document shall prove to have been incorrect when made, which has a Material Adverse Effect and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Collateral Manager and (ii) the date on which the Collateral Manager acquires knowledge thereof;

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(i)the rendering against the Collateral Manager of one or more final non-appealable judgments, decrees or orders for the payment of money in the aggregate in excess of the lesser of (x) Collateral Manager’s net asset value multiplied by 3.00% and (y) $25,000,000 (net of amounts covered by insurance), and the continuance of such judgment, decree or order is not satisfied, discharged (or provision has not been made for such discharge) or bonded, and in effect for any period of more than thirty (30) consecutive days without a stay of execution;

(j)the Collateral Manager Operating Agreement shall fail to be in full force and effect or shall have been amended in a manner that materially and adversely affects the interests of the Administrative Agent and the Lenders, as determined in the reasonable judgement of the Collateral Manager, without the prior written consent of the Administrative Agent;

(k)(x) The Sub-Advisory Agreement dated as of December 6, 2019 between the Investment Advisor and the Sub-Advisor shall fail to be in full force and effect (and has not been replaced by an agreement approved by the Administrative Agent and the Required Lenders in writing in their sole discretion) or shall have been amended in a manner that materially and adversely affects the interests of the Administrative Agent and the Lenders, without the prior written consent of the Administrative Agent or (y) any Transaction Document shall (except in accordance with its terms) terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of the Borrower or the Collateral Manager, or the Borrower or the Collateral Manager shall contest any Transaction Document or associated Lien in any manner, or any Lien under the Transaction Documents shall cease to be a first priority (subject to Permitted Liens) perfected security interest of the Administrative Agent;

(l)the Collateral Manager shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration of the Collateral Manager as an “investment company” within the meaning of the 1940 Act;

(m)[reserved]; or

(n)any of the following events occur with respect to the Collateral Manager:

(i)a finding by any court or governmental body of competent jurisdiction in a final, non-appealable judgment, or an admission by the Collateral Manager in a settlement of any lawsuit, that it has committed fraud, willful misconduct, or a material violation of applicable securities laws, in each case which has a material adverse effect on the business of the Collateral Manager or the ability of the Collateral Manager to perform its duties under the Transaction Documents to which it is a party; or

(ii)a conviction of, or plea of guilty or nolo contendere by a member of the board of directors or any senior officers, including any Key Person, of the Investment Advisor or the Sub-Advisor in respect of a felony in connection with any business activity of CIM Real Estate Finance Trust, Inc. or any of its Subsidiaries; or

(o)the Sub-Advisor shall fail to have invested assets under management with an aggregate value greater than or equal to $1,000,000,000.

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“Collection Account”: Collectively, the General Collection Account, the Interest Collection Account and the Principal Collection Account.

“Collections”: (a) All cash collections and other cash proceeds of any Loan, including, without limitation or duplication, any Proceeds, any Interest Collections, Principal Collections, amendment fees, late fees, prepayment fees, waiver fees, settlement payments, re-financing amounts, rent, like-kind payments, recoveries, guaranty payments or other amounts received in respect thereof (but excluding (i) any Excluded Amounts and (ii) any amounts received by the Borrower from an Obligor following the sale of the related Loan by the Borrower pursuant to Section 2.14 which the Borrower is required to pay to the purchaser of such Loan) and (b) interest earnings on Permitted Investments or otherwise in any Account.

“Commitment”: With respect to each Lender, the commitment of such Lender to make Loan Advances in accordance herewith in an aggregate amount not to exceed (a) prior to the earlier to occur of the Revolving Period End Date or the Termination Date, the Dollar amount set forth opposite such Lender’s name on Annex B hereto or the amount set forth as such Lender’s “Commitment” on Schedule I to the Joinder Supplement relating to such Lender, as applicable, as such amounts may be reduced, increased or assigned from time to time pursuant to the provisions of this Agreement, and (b) on or after the earliest to occur of the Revolving Period End Date, the Termination Date or the termination of the Commitment of such Lender, zero.

“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.

“Contractual Obligation”: With respect to any Person, any provision of any securities issued by such Person or any indenture, mortgage, deed of trust, contract, undertaking, agreement, instrument or other document to which such Person is a party or by which it or any of its property is bound or to which either is subject.

“Corporate Trust Office”: The applicable designated corporate trust office of the Collateral Custodian specified on Annex A hereto or such other address within the United States as the Collateral Custodian may designate from time to time by notice to the Administrative Agent.

“Cov-Lite Loan”: A Loan that does not require the applicable Obligor to maintain compliance with at least one of the following financial covenants during any reporting period applicable to such Loan, whether or not any action by, or event relating to, such Obligor has occurred: maximum total leverage, maximum senior leverage, maximum first lien leverage, minimum fixed charge coverage, minimum debt service coverage, minimum EBITDA, minimum liquidity or other customary financial covenants. For the avoidance of doubt, Loans that are cross-defaulted to other debt or other obligations of the Obligor that is pari passu or senior to such Loans that contain any of the foregoing financial covenants shall not be considered Cov-Lite Loans hereunder.

“Covenant Compliance Period”: The period beginning on the Effective Date and ending on the date on which the Commitments have been terminated and the Obligations have been paid in full.

“Covered Party”: Any Secured Party that is one of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §47.3(b), or any subsidiary of such a covered bank to which 12 C.F.R. Part 47 applies in accordance with

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12 C.F.R. §47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. §382.2(b).

“Credit Quality Deterioration Event”: (i) the Obligor Cash Interest Coverage Ratio for any period of determination with respect to any Eligible Loan (a) declines to eighty-five percent (85.00%) of the applicable Original Obligor Cash Interest Coverage Ratio, and (b) is less than 1.50 to 1.00, (ii) with respect to any First Lien Loan or First Lien Last Out Loan, the Obligor Net Senior Leverage Ratio for any period of determination (x) increases by 0.50 times as compared to the applicable Original Obligor Net Senior Leverage Ratio, and (y) is greater than 4.00 to 1.00 or (iii) with respect to any Second Lien Loan, the Obligor Net Total Leverage Ratio for any period of determination (x) increases by 0.50 times as compared to the applicable Original Obligor Net Total Leverage Ratio, and (y) is greater than 4.00 to 1.00.

“Currency”: Dollars or an Approved Foreign Currency.

“Custody Facilities”: The designated document custody office of the Collateral Custodian acting in its role as Document Custodian, which on the Effective Date is as specified on Annex A hereto immediately below the name of the Document Custodian or such other address within the United States as the Collateral Custodian or the Document Custodian may designate from time to time by notice to the Administrative Agent, the Borrower and the Collateral Manager.

“Daily Simple SOFR”: For any day (a “SOFR Rate Day”), a rate per annum equal to the greater of (a) SOFR for the day (such day, the “SOFR Determination Day”) that is five (5) U.S. Government Securities Business Days prior to (i) if such SOFR Rate Day is a U.S. Government Securities Business Day, such SOFR Rate Day or (ii) if such SOFR Rate Day is not a U.S. Government Securities Business Day, the U.S. Government Securities Business Day immediately preceding such SOFR Rate Day, in each case, as such SOFR is published by the SOFR Administrator on the SOFR Administrator’s Website and (b) the Floor. If by 5:00 pm (New York City time) on the second (2nd) U.S. Government Securities Business Day immediately following any SOFR Determination Day, the SOFR in respect of such SOFR Determination Day has not been published on the SOFR Administrator’s Website and a Benchmark Replacement Date with respect to the Daily Simple SOFR has not occurred, then the SOFR for such SOFR Determination Day will be the SOFR as published in respect of the first preceding U.S. Government Securities Business Day for which such SOFR was published on the SOFR Administrator’s Website; provided that any SOFR determined pursuant to this sentence shall be utilized for purposes of calculation of Daily Simple SOFR for no more than three (3) consecutive SOFR Rate Days. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to the Borrower.

“Debt-to-Cash Capitalization Ratio”: With respect to any Loan for any period, the ratio of, as of the date of determination, (i) all Indebtedness of the applicable Obligor that is either senior to or pari-passu with such Loan, to (ii) the sum of (A) all Indebtedness of the applicable Obligor plus (B) the difference between (x) the aggregate amount of Cash contributed to such Obligor as capital contributions prior to such date minus (y) the aggregate amount of Cash paid by such Obligor as of such date to the holders of, or otherwise in respect of, its Capital Stock, in each case, as calculated by the Collateral Manager in good faith and in a commercially reasonable manner.

“Default”: Any event that, with the giving of notice or the lapse of time, or both, would (if not cured or otherwise remedied during such time) become an Event of Default.

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“Default Right”: The meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

“Defaulted Loan”: Any Loan with respect to which any of the following events have occurred and is continuing with respect to such Loan or the related Obligor (as applicable): (a) a default in respect of any payment of principal, interest or commitment or non-use fees under such Loan (after giving effect to all applicable cure periods, but in no event longer than five (5) Business Days); (b) the occurrence of an Insolvency Event with respect to the related Obligor (except in the case of obligations with respect to a DIP Loan); (c) any determination by the Collateral Manager that such Loan is on non-accrual, is written off or is charged off, in each case, in accordance with the Collateral Management Standard of the Collateral Manager; (d) a default under such Loan (other than a default described in clause (a) above), together with the election by any agent or requisite number of lenders (including the Borrower) required to take any such action to (i) accelerate the Loan or (ii) commence to enforce any of their other rights or remedies pursuant to the applicable Underlying Instruments; (e) any portion of such Loan has been waived or forgiven; or (f) events described in clause (a), (d) or (e) of the definition of “Material Modification” unless otherwise consented to in writing by the Administrative Agent in its sole discretion.

“Defaulting Lender”: Any Lender that (i) has failed to fund any portion of the Advances required to be funded by it hereunder within two (2) Business Days of the date required to be funded by it hereunder, (ii) has otherwise failed to pay over to the Administrative Agent or any other Lender any other amount required to be paid by it hereunder within three (3) Business Days of the date when due, unless such amount is the subject of a good faith dispute, (iii) has notified the Borrower, the Administrative Agent or any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement or has made a public statement to the effect that it does not intend to comply or has failed to comply with its funding obligations under this Agreement or generally under other agreements in which it commits or is obligated to extend credit, or (iv) has become or is insolvent or has become the subject of a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee or custodian appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any such proceeding or appointment.

“Delayed Draw Loan”: A Loan that (i) requires one or more future advances to be made to the Obligor, (ii) specifies a maximum amount that can be borrowed on one or more fixed borrowing dates and (iii) does not permit the re-borrowing of any amount previously repaid by the related Obligor; provided that such Loan shall only be considered a Delayed Draw Loan for so long as any future funding obligations remain in effect and only with respect to any portion which constitutes a future funding obligation.

“Deposit Account”: The meaning specified in Section 9-102 of the UCC.

“Determination Date”: The last calendar day of each March, June, September and December, with the first Determination Date occurring on March 31, 2023.

“DIP Loan”: Any Loan (i) with respect to which the related Obligor is a debtor-in-possession as defined under the Bankruptcy Code, (ii) which has the priority allowed pursuant to Section 364 of the Bankruptcy Code and (iii) the terms of which have been approved by a court of competent jurisdiction (the enforceability of which is not subject to any pending contested matter or proceeding).

“Disbursement Request”: A disbursement request from the Borrower and the Collateral Manager to the Collateral Custodian and the Administrative Agent (with a copy to the

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Document Custodian), in the form attached hereto as Exhibit A-9 in connection with a disbursement request from the Pre-Funded Loan Account in accordance with Section 2.9(f).

“Discretionary Sale”: The meaning specified in Section 2.14(c).

“Disruption Event”: The occurrence of any of the following: (a) any Lender shall have notified the Administrative Agent of a determination by such Lender that it would be contrary to law or to the directive of any central bank or other Governmental Authority (whether or not having the force of law) to obtain any applicable Currency in the applicable interbank market, to fund any Advance, (b) any Lender shall have notified the Administrative Agent of a determination by such Lender that the rate at which deposits of any applicable Currency offered to such Lender in the applicable interbank market does not accurately reflect the cost to such Lender of making, funding or maintaining any Advance; (c) any Lender shall have notified the Administrative Agent of the inability of such Lender, as applicable, to obtain any applicable Currency in the applicable interbank market to make, fund or maintain any Advance or (d) adequate and reasonable means do not exist for ascertaining the Benchmark, including because the Benchmark is not available or published on a current basis.

“Document Custodian”: The Collateral Custodian acting in the role of document custodian hereunder, including with respect to custody of Required Loan Documents and Loan Files.

“Document Custodian Termination Notice”: The meaning specified in Section 13.5.

“Dollar Equivalent”: On any date of determination, with respect to an amount denominated in an Approved Foreign Currency, the amount of Dollars that would be required to purchase such amount of such Approved Foreign Currency based upon the spot selling rate at which an Approved Foreign Currency may be exchanged for Dollars on the FXC GO screen of the Bloomberg Financial Markets System at approximately 4:00 p.m. (New York City time) on such date. The Administrative Agent and the Collateral Custodian shall not have any responsibility for any calculation of a Dollar Equivalent amount made by the Collateral Manager. For avoidance of doubt, the Collateral Custodian shall not have any responsibility to calculate any Dollar Equivalent amount pursuant to this Agreement.

“Dollars”: Means, and the conventional “$” signifies, the lawful currency of the United States.

“EBITDA”: With respect to the last four (4) fiscal quarters with respect to the related Loan:

(1)the meaning of “EBITDA”, “Adjusted EBITDA” or any comparable definition in the Underlying Instruments for each such Loan; and

(2)in any case that “EBITDA”, “Adjusted EBITDA” or such comparable definition is not defined in such Underlying Instruments, an amount, for the Obligor on such Loan and any parent that is obligated pursuant to the Underlying Instruments for such Loan (determined on a consolidated basis without duplication in accordance with GAAP) equal to earnings from continuing operations for such period plus (to the extent deducted in determining earnings from continuing operations for such period) (a) interest expense, (b) income taxes, (c) depreciation and amortization, (d) EBITDA related to the periods prior to an add-on acquisition or add-on acquisition under letter of intent for such Obligor, (e) other non-cash charges and organization costs, (f) extraordinary losses in accordance with GAAP, (g) one-time, non-recurring or non-cash charges consistent with

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the applicable compliance statements and financial reporting packages provided by such Obligor, (h) change in deferred revenue, and (i) any other item the Borrower and the Administrative Agent mutually deem to be appropriate;

provided that, the aggregate amount to be added back to the earnings of an Obligor (A) pursuant to clauses (2)(e) through 2(i) of this definition or (B) pursuant to adjustments to “reported EBITDA” or other term meaning non-adjusted EBITDA in the case of clause (1) for any period of calculation for any Obligor shall not exceed the EBITDA Add-Back Cap applicable to such Obligor; provided further that, at the request of the Borrower, the Administrative Agent may, in its reasonable discretion, approve add-backs to an Obligor’s net income in excess of the EBITDA Add-Back Cap applicable to such Obligor; provided further that with respect to any Obligor for which twelve months of economic data are not available, EBITDA shall be determined for such Obligor based on annualizing the economic data from the reporting periods actually available.

“EBITDA Add-Back Cap”: With respect to any calculation of EBITDA for any Loan for which the Obligor on such Loan does not have EBITDA equal to or greater than $50,000,000 and a Specified Rating, a percentage for the Obligor on such Loan, computed without giving effect to any add-backs in clauses 2(e) through 2(i) (or adjustments to “reported EBITDA” or other term meaning non-adjusted EBITDA in the case of clause (1)) of the definition of “EBITDA” herein, equal to the percentage set forth in the table below in the column labeled “EBITDA Add-Back Cap” adjacent the applicable EBITDA and Debt-to-Cash Capitalization Ratio of such Obligor:

EBITDA of Obligor (without giving effect to the first and second provisos of the definition of “EBITDA”)	Debt-to-Cash Capitalization Ratio of Obligor		EBITDA Add-Back Cap (determined as a percentage of EBITDA)
Less than 10,000,000	> 35.0%		15.0%
		25.0%
Equal to or greater than 10,000,000 but less than 50,000,000	> 50.0%		20.0%
		30.0%
Equal to or greater than 50,000,000 and does not have a Specified Rating	> 50.0%		25.0%
		35.0%
Equal to or greater than 50,000,000 and has a Specified Rating	Not applicable		Not applicable

All values are in US Dollars.

“Effective Date”: February 10, 2023.

“Eligible Loan”: Each Loan (i) for which the Administrative Agent has received the items set forth in Section 3.2(a) or 3.2(b), as applicable, and the Document Custodian or Collateral Custodian, as applicable, has received or will receive the related Required Loan Documents; provided that any Loan for which the Borrower (or the Collateral Manager on its behalf) has failed to deliver the Required Loan Documents described in Section 3.2(h) within the time periods set forth therein shall cease to be an Eligible Loan only for as long as the Required Loan Documents remain undelivered and (ii) that satisfies each of the following eligibility requirements (unless otherwise waived by the Administrative Agent in writing (which may be in the form of email) in its sole discretion):

(a)such Loan is a First Lien Loan, First Lien Last Out Loan, or Second Lien Loan;

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(b)such Loan and the Underlying Instruments related thereto, are eligible to be sold, assigned or transferred to the Borrower, the rights to service, administer and enforce the rights and remedies in respect of such Loan under the applicable Underlying Instruments inure to the benefit of the holder of such Loan or its designee (subject to the rights of any applicable agent), and neither the sale, transfer or assignment of such Loan to the Borrower, nor the granting of a security interest hereunder to the Administrative Agent, violates, conflicts with or contravenes any Applicable Law or any contractual or other restriction, limitation or encumbrance;

(c)(i) such Loan is payable in Dollars or an Approved Foreign Currency and does not permit the currency in which such Loan is payable to be changed;

(d)the Obligor with respect to such Loan is an Eligible Obligor;

(e)such Loan (A) is not an Equity Security or a component of an Equity Security and (B) does not provide for the conversion or exchange into an Equity Security at any time on or after the date it is included as part of the Collateral;

(f)such Loan is not subject to an offer of exchange, redemption, conversion or tender by its Obligor, or by any other Person, for cash, equity securities or any other type of consideration (other than a notice of prepayment in accordance with the terms of the Underlying Instruments);

(g)the Underlying Instruments with respect to such Loan provide that no part of the proceeds of such Loan or any other extension of credit made thereunder will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any such Margin Stock;

(h)such Loan, and any payment made with respect to such Loan, does not subject the Borrower to any withholding tax, fee or governmental charge unless (i) the Obligor thereon is required under the terms of the related Underlying Instrument to make “gross-up” payments that cover the full amount of such withholding tax, fee or governmental charge on an after-tax basis, or (ii) the amount of any such withholding tax, fee or governmental charge has been disclosed in writing to the Administrative Agent;

(i)at the time of acquisition, such Loan is not a Defaulted Loan;

(j)at the time of acquisition, such Loan is not a non-cash paying PIK Loan or Partial PIK Loan;

(k)such Loan is not a construction loan or a project finance loan;

(l)such Loan does not constitute a bond, Structured Finance Obligation, Zero Coupon Obligation, Finance Lease or chattel paper;

(m)if it is a Cov-Lite Loan at acquisition, the applicable Obligor (x) has EBITDA greater than or equal to $50,000,000 and (y) has a facility tranche size of no less than $250,000,000;

(n)such Loan provides for a fixed amount of principal payable on scheduled payment dates and/or at maturity and does not by its terms provide for earlier amortization or prepayment, in each case, at a price less than par;

(o)such Loan is not a Participation Interest;

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(p)such Loan has a remaining term to stated maturity that does not exceed (i) seven (7) years for First Lien Loans and First Lien Last Out Loans or (ii) eight (8) years for Second Lien Loans;

(q)such Loan pays interest in Cash no less frequently than semi-annually;

(r)the repayment of such Loan is not subject to any material non-credit related risk, (for example, a payment on a Loan of which is expressly contingent upon the occurrence or nonoccurrence of a catastrophe) as determined by the Collateral Manager in in accordance with the Collateral Management Standard;

(s)is not an obligation (other than a Revolving Loan or a Delayed Draw Loan) pursuant to which any future advance or funding to the Obligor may be required to be made by the Borrower;

(t)the acquisition of such Loan will not cause the Borrower or the pool of Collateral to be required to register as an investment company under the 1940 Act;

(u)is not (i) a Loan that is primarily secured by a mortgage or deed of trust or any Lien interest on real property, or (ii) underwritten as a mortgage loan;

(v)such Loan is in the form of and is treated by the related Obligor as indebtedness of such Obligor and is not a United States real property interest as defined under Section 897 of the Code;

(w)such Loan is not an interest only security (for the avoidance of doubt, excluding Loans with bullet maturities);

(x)such Loan is not a letter of credit (provided this does not exclude Revolving Loans that include a letter of credit sub facility so long as the Borrower is not the issuer of letters of credit thereunder);

(y)such Loan is Registered;

(z)if such Loan is evidenced by a promissory note or other instrument (including an assignment agreement or transfer document), such promissory note or other instrument has been delivered to the Document Custodian within the time period required by Section 3.2(h);

(aa)at the time of acquisition and on each Measurement Date, if such Loan is a First Lien Loan, the applicable Obligor meets the Obligor Net Senior Leverage Ratio requirement to be a Tier 1 Obligor, Tier 2 Obligor or Tier 3 Obligor, as applicable; provided that any portion of a First Lien Loan causing such Loan to be in excess of the required Obligor Net Senior Leverage Ratio for a Tier 3 Obligor, but less than 7.50 to 1.00, shall be treated as a Second Lien Loan for the purpose of determining the Advance Rate; provided further that, any portion of a First Lien Loan causing such Loan to be in excess of a 7.50 to 1.00 Obligor Net Senior Leverage Ratio shall be deemed to have an Assigned Value of zero ($0);

(bb)at the time of acquisition and on each Measurement Date, if such Loan is a First Lien Last Out Loan or a Second Lien Loan, the applicable Obligor meets the Obligor Net Total Leverage Ratio requirement to be a Tier 1 Obligor, Tier 2 Obligor or Tier 3 Obligor, as applicable; provided that any portion of a First Lien Last Out Loan or Second Lien Loan causing such Loan to be in excess of the required Obligor Net Total

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Leverage Ratio for a Tier 3 Obligor shall be deemed to have an Assigned Value of zero ($0);

(cc)at the time of acquisition, if such Loan is a Second Lien Loan, the applicable Obligor has EBITDA greater than or equal to $10,000,000;

(dd)at the time of acquisition, the applicable Obligor has EBITDA greater than or equal to $5,000,000;

(ee)the applicable Obligor has EBITDA greater than or equal to $0;

(ff)at the time of acquisition, such Loan, and any payment made with respect to such Loan, has not been more than thirty (30) days past due with respect to any payment of interest or principal of such Loan within the preceding twelve (12) months;

(gg)at the time of acquisition, such Loan did not bear cash interest at a rate that was less than the Interest Rate applicable at such time plus one percent (1.00%);

(hh)such Loan and any Underlying Assets (or, with respect to subclause (ii), the acquisition thereof) (i) comply in all material respects with all Applicable Laws and (ii) will not cause any Secured Party (in its commercially reasonable judgment and as evidenced by a written notice from such Secured Party on or prior to the time of acquisition of such Loan by the Borrower) to fail to comply with any request or directive from any Governmental Authority having jurisdiction over such Secured Party;

(ii)such Loan is eligible under its Underlying Instruments (giving effect to the provisions of Sections 9-406 and 9-408 of the UCC) to be sold to the Borrower and to have a security interest therein granted to the Administrative Agent, as agent for the Secured Parties;

(jj)such Loan, together with the Underlying Instruments related thereto, (i) contains provisions substantially to the effect that such Loan and such Underlying Instruments constitute the legal, valid and binding obligation of the related Obligor and each guarantor thereof, enforceable against such Obligor and each such guarantor in accordance with their terms, subject to customary bankruptcy, insolvency and equity limitations, (ii) is not subject to any (A) material litigation or dispute or (B) offset, right of rescission, counterclaim or defense to payment, (iii) contains provisions substantially to the effect that the Obligor’s and each guarantor’s payment obligations thereunder are absolute and unconditional without any right of rescission, setoff, counterclaim or defense for any reason against the Transferor, the Borrower or any assignee of the Borrower and (iv) contain provisions requiring customary covenant compliance and other reporting requirements;

(kk)such Loan was originated and underwritten, or purchased and re-underwritten, by the Borrower or the Transferor or any of its Affiliates in accordance with the Collateral Management Standard;

(ll)the Borrower has good and marketable title to, and is the sole owner of, such Loan, and the Borrower has granted to the Administrative Agent a valid and perfected first priority security interest (subject to Permitted Liens) in the Loan and Underlying Instruments, for the benefit of the Secured Parties;

(mm)other than those related solely to environmental matters, all consents, licenses, approvals or authorizations of, or registrations or declarations with, any

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Governmental Authority or any other Person required to be obtained, effected or given in connection with the making, acquisition or transfer of such Loan have been duly obtained, effected or given and are in full force and effect;

(nn)in connection with environmental matters, all consents, licenses, approvals or authorizations of, or registrations or declarations with, any Governmental Authority or any other Person required to be obtained, effected or given in connection with the making, acquisition or transfer of such Loan have been duly obtained, effected or given and are in full force and effect, except where the failure to have such obtained, effected or given could not reasonably be expected to have a Material Adverse Effect;

(oo)such Loan requires the related Obligor to pay customary insurance and taxes, together with all other ancillary costs and expenses, with respect to the related, underlying collateral of such Loan (to the extent that the Collateral Manager determines in good faith and in a commercially reasonable manner that such requirements are appropriate for a Loan of such type);

(pp)the Underlying Instruments for such Loan do not contain a confidentiality provision that would prohibit the Administrative Agent or any Secured Party from exercising any of their respective rights hereunder or obtaining all necessary information with regard to such Loan, so long as the Administrative Agent or such Secured Party, as applicable, has agreed to maintain the confidentiality of such information in accordance with the provisions of such Underlying Instruments;

(qq)all written information (other than projections, other forward-looking information, information of a general economic or general industry nature and pro forma financial information) provided by the Borrower or the Collateral Manager with respect to such Loan at the time of acquisition by the Borrower is true, correct and complete in all material respects, provided that neither the Borrower nor the Collateral Manager shall be responsible for, nor have any liability with respect to, any factual information furnished to it by any third party not affiliated with it, except to the extent that a Responsible Officer of such Person has actual knowledge that such factual information is inaccurate in any material respect;

(rr)such Loan or any related Underlying Instrument has not been found to be illegal or unenforceable by the decision of a court of law or a Governmental Authority in a proceeding brought by the related Obligor, any other party obligated with respect to such Loan, or any Governmental Authority;

(ss)as of the date such Loan is first included as part of the Collateral, there are no proceedings pending or, to the best of the Borrower’s knowledge, threatened in writing wherein the Obligor of such Loan, any other obligated party or any governmental agency has alleged that such Loan or the Underlying Instrument which creates such Loan is illegal or unenforceable;

(tt)if such Loan is acquired by the Borrower from the Transferor, the Transferor has caused its master computer records to be clearly and unambiguously marked to indicate that such Loan has been sold to the Borrower;

(uu)no selection procedure adverse to the interests of the Secured Parties was utilized by the Transferor, the Collateral Manager, the Sub-Advisor or the Borrower in the selection of such Loan for inclusion in the Collateral;

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(vv)if more than one (1) Loan has been made to the Obligor, then each such Loan is (i) cross-collateralized and cross-defaulted, (ii) owned by the Borrower and pledged as Collateral hereunder or (iii) subject to an intercreditor agreement in form and substance satisfactory to the Collateral Manager in its reasonable discretion;

(ww)as of the date such Loan is first included as part of the Collateral, the value of the Underlying Assets securing the Loan (or the enterprise value of the underlying business determined in accordance with a methodology reasonably acceptable to the Administrative Agent) at the time such Loan was purchased, equals or exceeds the outstanding principal balance of such Loan plus the aggregate outstanding balances of all other loans of equal seniority secured by the same Underlying Assets;

(xx)the Underlying Instruments with respect to such Loan contain a requirement that the applicable underlying Obligor deliver (i) quarterly financial statements after the end of each of the first three (3) fiscal quarters of each fiscal year of the Obligor (commencing with the first quarterly reporting period required under the applicable Underlying Instruments, which shall be no greater than two (2) quarterly reporting periods after the initial closing of such Loan), and (ii) audited annual financial statements after the end of each fiscal year of the Obligor;

(yy)the Administrative Agent has received the Sub-Advisor’s internally approved credit/underwriting presentation (unless such credit/underwriting presentation was not prepared or received by the Sub-Advisor in connection with an amendment or other modification to a Loan), a copy of the loan agreement, credit agreement, indenture or other principal agreement pursuant to which the Loan has been issued or created with respect to such Loan, the most recent year’s audited financial statements with respect to the applicable Obligor (or if audited financial statements are not available, (i) the most recent year’s quality of earnings report with respect to such Obligor, or (ii) the pro forma financial statements with respect to such Obligor, if such Obligor is a newly formed Person) and most recent covenant compliance certificate, if any, required to be provided to the Borrower with respect to such Loan; and

(yz)such Loan was acquired by the Borrower for a Purchase Price of not less than 90.0%, calculated as of the date of such acquisition by the Borrower.

“Eligible Obligor”: On any date of determination, any Obligor (or guarantor, as applicable) that:

(a)is a business organization (and not a natural person) duly organized and validly existing under the laws of its jurisdiction of organization;

(b)is not a Governmental Authority;

(c)is not an Affiliate of any Loan Party;

(d)is organized and incorporated and domiciled in the United States or any state thereof or an Approved Foreign Country;

(e)other than with respect to any DIP Loan, is not the subject of and, to the best of the Borrower’s knowledge is not threatened with any proceeding which would result in, an Insolvency Event with respect to such Obligor and, as of the date on which such Loan becomes part of the Collateral, to the Borrower’s knowledge, such Obligor has not experienced a material adverse change in its condition, financial or otherwise;

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(f)does not derive any portion of its business from payday lending, pawn shops, adult entertainment, internet gambling companies, marijuana related businesses, automobile title loans, tax refund anticipation loans, credit repair services, drug paraphernalia, fireworks distributors, tax evasion, assault weapons or firearms manufacturing, businesses engaged in predatory lending practices, strip mining or online dating or dating applications, unless prior written approval by the Administrative Agent in its sole discretion has been obtained; and

(g)is not (i) a country, territory, organization, person or entity named on an Office of Foreign Asset Control (OFAC) list; (ii) a Person that resides or has a place of business in a country or territory named on such lists or which is designated as a “Non-Cooperative Jurisdiction” by the Financial Action Task Force on Money Laundering, or whose subscription funds are transferred from or through such a jurisdiction; (iii) a “Foreign Shell Bank” within the meaning of the USA Patriot Act, i.e., a foreign bank that does not have a physical presence in any country and that is not affiliated with a bank that has a physical presence and an acceptable level of regulation and supervision; (iv) a person or entity that resides in or is organized under the laws of a jurisdiction designated by the United States Secretary of the Treasury under Sections 311 or 312 of the USA Patriot Act as warranting special measures due to money laundering concerns; or (v) an Affiliate of any Person meeting any of the criteria set forth in clauses (i) through (iv) above.

“Eligible Repurchase Obligations”: Repurchase obligations with respect to any security that is a direct obligation of, or fully guaranteed by, the United States or any agency or instrumentality thereof the obligations of which are backed by the full faith and credit of the United States, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b) of the definition of Permitted Investments.

“Equity Cure Notice”: A notice from the Borrower to the Administrative Agent which satisfies each of the following conditions:

(a)such notice is delivered to the Administrative Agent not later than two (2) Business Days after the earlier of (x) the date on which the Borrower, the Collateral Manager, or any officer thereof acquires actual knowledge of, or (y) the date on which the Borrower receives notice from the Administrative Agent of, in either case, the occurrence of a Borrowing Base Deficiency; and

(b)such notice sets forth evidence in reasonable detail that the Borrower has made arrangements to cure the Borrowing Base Deficiency referenced in clause (a) within the timeframe specified in Section 8.1(s).

“Equity Security”: (i) Any equity security or any other security that is not eligible for purchase by the Borrower as a Loan, and (ii) any security purchased as part of a “unit” with a Loan and that itself is not eligible for purchase by the Borrower as a Loan.

“ERISA”: The United States Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated or issued thereunder.

“ERISA Affiliate”: (a) Any corporation that is a member of the same controlled group of corporations (within the meaning of Section 414(b) of the Code) as the Borrower, (b) a trade or business (whether or not incorporated) under common control (within the meaning of Section 414(c) of the Code) with the Borrower, or (c) for purposes of Section 302 of ERISA and Section 412 of the Code, a member of the same affiliated service group (within the meaning of Section 414(m) of the Code) as the Borrower.

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“Erroneous Payment”: The meaning specified in Section 10.10(a).

“Erroneous Payment Deficiency Assignment”: The meaning specified in Section 10.10(d).

“Erroneous Payment Impacted Class”: The meaning specified in Section 10.10(d).

“Erroneous Payment Return Deficiency”: The meaning specified in Section 10.10(d).

“Erroneous Payment Subrogation Rights”: The meaning specified in Section 10.10(e).

“Event of Default”: The meaning specified in Section 8.1.

“Excepted Persons”: The meaning specified in Section 11.13(a).

“Excess Concentration Amount”: As of any date of determination (and after giving effect to all Eligible Loans to be purchased or sold by the Borrower on such date), the Dollar Equivalent of the sum of the following amounts (without duplication):

(a)the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are (x) First Lien Last Out Loans, (y) Second Lien Loans, or (z) Eligible Loans with respect to which the applicable Obligor has EBITDA of less than $10,000,000, minus (ii) the Adjusted Borrowing Value of the Eligible Loan in the Collateral with the third highest Adjusted Borrowing Value;

(b)the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are obligations of the three (3) Obligors with the largest Obligor Exposure included in the Collateral minus (ii) the greater of (A) $25,000,000 and (B) 7.50% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

(c)except with respect to the Loans described in clause (b) above, the excess, if any, of (i) the aggregate Adjusted Borrowing Value of each Eligible Loan of any single Obligor and its Affiliates minus (ii) the greater of (A) $20,000,000 and (B) 5.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

(d)the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans with Obligors in any single S&P Industry Classification minus (ii) (A) with respect to the S&P Industry Classification representing the highest concentration of the Eligible Loans (determined by the Collateral Manager in good faith and agreed to by the Administrative Agent by reference to Adjusted Borrowing Value), the greater of (1) $52,500,000 and (2) 17.50% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral; (B) with respect to the S&P Industry Classifications representing the second highest concentration of the Eligible Loans (determined by the Collateral Manager in good faith and agreed to by the Administrative Agent by reference to Adjusted Borrowing Value), the greater of (1) $45,000,000 and (2) 15.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral; (C) with respect to the S&P Industry Classifications representing the third highest concentration of the Eligible Loans (determined by the Collateral Manager in good faith and agreed to by the Administrative Agent by reference to Adjusted Borrowing Value), the greater of (1) $37,500,000 and (2) 12.50% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral; and (D) with respect to the S&P Industry Classifications other

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than those covered in clauses (A), (B) and (C) hereof, the greater of (1) $30,000,000 and (2) 10.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

(e)the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are Second Lien Loans or First Lien Last Out Loans minus (ii) the greater of (A) $60,000,000 and (B) 25.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

(f)the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are Cov-Lite Loans minus (ii) the greater of (A) $125,000,000 and (B) 50.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

(g)the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are Cov-Lite Loans and with respect to which the applicable Obligor or Loan does not have a Specified Rating minus (ii) the greater of (A) $46,250,000 and (B) 20.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

(h)the excess, if any of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans with underlying Obligors with EBITDA less than $10,000,000 minus (ii) the greater of (A) $60,000,000 and (B) 25.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

(i)the excess, if any, of (i) the aggregate commitments of those Eligible Loans that are Revolving Loans and the unfunded portion of Delayed Draw Loans minus (ii) the greater of (A) $34,500,000 and (B) 15.00% of the aggregate Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

(j)the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are payable in Approved Foreign Currency minus (ii) the greater of (A) $23,000,000 and (B) 10.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

(k)the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are Loans to Obligors domiciled in an Approved Foreign Country minus (ii) the greater of (A) $23,000,000 and (B) 10.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

(l)the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are DIP Loans minus (ii) the greater of (A) $11,500,000 and (B) 5.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

(m)the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that are PIK Loans minus (ii) the greater of (A) $11,500,000 and (B) 5.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

(n)the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans which pay interest in Cash less frequently than quarterly, minus (ii) the greater of (A) $11,500,000 and (B) 5.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral;

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(o)the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans that were acquired by the Fund or an Affiliate thereof prior to June 1, 2022 and subsequently sold to the Borrower, minus $75,000,000; and

(p)the excess, if any, of (i) the aggregate Adjusted Borrowing Value of those Eligible Loans which bear a fixed rate of interest, minus (ii) the greater of (A) $30,000,000 and (B) 10.00% of the Adjusted Borrowing Value of all Eligible Loans included in the Collateral.

“Exchange Act”: The United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Excluded Amounts”: Any amount received in the Collection Account with respect to any Loan included as part of the Collateral, which amount (x) was not originally acquired using Collections and (y) is attributable to (i) the reimbursement by the related Obligor of payment by the Borrower or the Transferor of any Tax on such Loan or on any Underlying Assets, (ii) the reimbursement by the related Obligor of payment by the Borrower or the Transferor of other out-of-pocket expenses, (iii) any payments or reimbursements related to indemnification obligations, (iv) any escrows relating to Taxes, insurance and other amounts in connection with Loans which are held in an escrow account for the benefit of the Obligor and the secured party pursuant to escrow arrangements under Underlying Instruments, (v) any amount deposited into the Collection Account in error, provided, except with respect to the amounts described in clause (v) of this definition, that such amounts shall be Excluded Amounts only to the extent that such amounts (x) are in excess of the principal and interest then due in respect of such Loan, and (y) were required to be paid by the related Obligor pursuant to a specific provision of the Underlying Instruments with respect to such Loan.

“Excluded Taxes”: Any of the following Taxes imposed on or with respect to a Secured Party or required to be withheld or deducted from a payment to a Secured Party, (a) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Secured Party being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in an Advance pursuant to a law in effect on the date on which (x) such Lender acquires such interest in an Advance (other than pursuant to an assignment request by the Borrower under Section 2.17) or (y) such Lender changes its lending office, except in each case to the extent that, pursuant to Section 2.13, amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office, (c) Taxes attributable to such Secured Party’s failure to comply with Section 2.13(g) and (d) any United States federal withholding Taxes imposed under FATCA.

“Exposure Amount Shortfall”: The meaning specified in Section 2.2(e).

“Facility Amount”: As of any date, an amount equal to the lesser of (a) $300,000,000 and (b) the aggregate principal amount of the Commitments provided by the Administrative Agent and the Lenders as of such date; provided that the Facility Amount may be increased pursuant to Section 2.18 or decreased pursuant to Section 2.3(c); provided that, the Facility Amount may not be increased without the written consent of the Borrower, the Administrative Agent and each Lender increasing its Commitment; and provided, further, that on or after the earlier to occur of the Revolving Period End Date or the Termination Date, the Facility Amount shall mean the Advances Outstanding.

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“FATCA”: Sections 1471 through 1474 of the Code, as in effect on the Effective Date (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof (including any Revenue Rulings, Revenue Procedure, Notice or similar guidance issued by the IRS thereunder as a precondition to relief or exemption from Taxes under such provisions) and any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement between the United States and another jurisdiction facilitating the implementation thereof (or any law, regulation or official interpretation implementing such an intergovernmental agreement).

“FDIC”: The Federal Deposit Insurance Corporation, and any successor thereto.

“Federal Funds Rate”: For any period, the greater of (a) 0.00% and (b) a fluctuating rate per annum equal for each day during such period to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day on such transactions received by the Administrative Agent from three federal funds brokers of recognized standing selected by it.

“Fee Letter”: Individually and collectively, (i) that certain Fee Letter, dated as of the Effective Date, between the Administrative Agent, the Borrower and the Collateral Manager and (ii) each additional Fee Letter executed between any Lender, the Borrower and the Collateral Manager, in each case, as amended, modified, waived, supplemented, restated or replaced from time to time.

“Finance Lease”: Any transaction in which the obligations of a lessee to pay rent or other amounts under a lease are on a triple net basis and are required to be classified and accounted for as a capital lease on the balance sheet of such lessee under GAAP. A Finance Lease shall not include obligations structured to comply with foreign law or religious restrictions, including, but not limited to, Islamic Shari’ah.

“Financial Asset”: The meaning specified in Section 8-102(a)(9) of the UCC.

“Financial Sponsor”: Any Person, including any Subsidiary of such Person, whose principal business activity is acquiring, holding, and selling equity or preferred equity investments (including controlling interests) in otherwise unrelated companies that each are distinct legal entities with separate management, books and records and bank accounts, whose operations are not integrated with one another and whose financial condition and creditworthiness are independent of the other companies so owned by such Person.

“First Lien Last Out Loan”: A Loan that would otherwise be a First Lien Loan except that (i) at any time prior to and/or after an event of default under the related Underlying Instruments of the related Obligor, any portion of such Loan will be repaid after one or more loans (or class of loans) issued by the same Obligor (but which loan(s) or class of loans are not a Permitted Pari Passu Revolving Loan, Permitted Priority Revolving Loan or Permitted Working Capital Facility) have been paid in full in accordance with a specific waterfall of payments or other priority of payments and/or (ii) there is a lien subordination agreement with respect to current assets securing any revolving lending facility that is not a Permitted Pari Passu Revolving Loan, Permitted Priority Revolving Loan or Permitted Working Capital Facility; provided that the Administrative Agent may, in its sole discretion, designate an Eligible Loan that would otherwise constitute a First Lien Last Out Loan as a First Lien Loan.

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“First Lien Loan”: A Loan (i) that is secured by a valid first priority perfected security interest or lien in, to or on substantially all of the assets of the Obligor under such Loan in all appropriate jurisdictions, subject to purchase money Liens, customary Liens for taxes or regulatory charges not then due and payable or with respect to which reserves have been provided on the books of the applicable Obligor, Liens accorded priority by law in favor of the United States or any State or agency, and other permitted Liens under the related Underlying Instruments that are reasonable and customary for similar loans, (ii) for which the Collateral Manager determines in good faith that the enterprise value of the related Obligor or the value of the collateral securing the Loan (each as determined by the Collateral Manager in accordance with a methodology acceptable to the Administrative Agent) on the date such Loan is first included as part of the Collateral or on the date that any Value Adjustment Event occurs equals or exceeds the outstanding principal balance of the Loan plus the aggregate outstanding balances of all other loans of equal or higher seniority secured by the same collateral, (iii) that provides that the payment obligation of the Obligor on such Loan is senior to, and is not (and is not expressly permitted by its terms to become) subordinate in right of payment to, any other obligation for borrowed money of such Obligor, and (iv) that is not secured solely or primarily by the Capital Stock of its Obligor or any of such Obligor’s Affiliates; provided, that, notwithstanding the requirements set forth above, a Loan shall not be precluded from constituting a First Lien Loan solely because the related Obligor also has a Permitted Pari Passu Revolving Loan, Permitted Priority Revolving Loan or a Permitted Working Capital Facility. For the avoidance of doubt, a First Lien Last Out Loan shall not constitute a First Lien Loan unless the Administrative Agent, in its sole discretion, designates such Eligible Loan that would otherwise constitute a First Lien Last Out Loan as a First Lien Loan.

“Fitch”: Fitch, Inc. or any successor thereto.

“Floor”: A rate of interest equal to 0.0%.

“Foreign Lender”: A Lender that is not a U.S. Person.

“Fund”: CMFT CL Investments, LLC, a Delaware limited liability company.

“Fund Collateral Loan”: Each Loan sold and/or contributed by the Fund to the Borrower pursuant to the Sale Agreement.

“Funding Date”: In the case of any Loan Advance, the proposed Business Day on which a Loan Advance is to be made after the receipt by the Administrative Agent, the Collateral Custodian and Lenders of a Funding Notice, subject to the required notice provisions of and together with the other required deliveries in accordance with Section 2.2.

“Funding Notice”: A notice substantially in the form of Exhibit A-1 requesting an Advance, including the items required by Section 2.2.

“GAAP”: Generally accepted accounting principles as in effect from time to time in the United States.

“General Collection Account”: A Securities Account created and maintained on the books and records of the Collateral Custodian (or any other party acceptable to the Administrative Agent in its sole discretion) entitled “General Collection Account” in the name of the Borrower and subject to the prior Lien of the Administrative Agent for the benefit of the Secured Parties.

“General Intangible”: The meaning specified in Section 9-102(a)(42) of the UCC.

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“Governing Documents”: (a) With respect to any corporation or company, the certificate or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction) or the memorandum and articles of association, (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and, if applicable, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization of such entity.

“Governmental Authority”: With respect to any Person, any nation or government, any state or other political subdivision thereof, any central bank (or similar monetary or regulatory authority) thereof, any body or entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person (including any supra-national body exercising such powers or functions, such as the European Union or the European Central Bank).

“Guarantee Obligation”: As to any Person (the “guaranteeing person”), any obligation of (a) the guaranteeing person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “primary obligations”) of any other third Person (the “primary obligor”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (i) to purchase any such primary obligation or any Property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase Property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, that the term “Guarantee Obligation” shall not include (x) endorsements of instruments for deposit or collection in the ordinary course of business or (y) customary indemnification agreements entered into in the ordinary course of business; provided that such indemnification obligations are unsecured, such Person has determined that any liability thereunder is remote and such indemnification obligations are not the functional equivalent of the guaranty of a payment obligation of the primary obligor. The terms “Guarantee” and “Guaranteed” used as a verb shall have a correlative meaning. The amount of any Guarantee Obligation of any guaranteeing person shall be deemed to be the lower of (a) an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee Obligation is made and (b) the maximum amount for which such guaranteeing person may be liable pursuant to the terms of the instrument embodying such Guarantee Obligation, unless such primary obligation and the maximum amount for which such guaranteeing person may be liable are not stated or determinable, in which case the amount of such Guarantee Obligation shall be such guaranteeing person’s maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.

“Highest Required Investment Category”: (i) With respect to ratings assigned by Moody’s, “Aa2” or “P-1” for one (1) month instruments, “Aa2” and “P-1” for three (3) month instruments, “Aa3” and “P-1” for six (6) month instruments and “Aa2” and “P-1” for instruments with a term in excess of six (6) months, (ii) with respect to rating assigned by S&P, “A-1” for short-term instruments and “A” for long-term instruments, and (iii) with respect to rating

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assigned by Fitch (if such investment is rated by Fitch), “F-1+” for short-term instruments and “AAA” for long-term instruments.

“Increased Commitment”: The meaning specified in Section 2.18.

“Increased Costs”: Any amounts required to be paid by the Borrower to the Administrative Agent or any Lender pursuant to Section 2.12.

“Indebtedness”: With respect to (1) any Obligor, the meaning of “Debt,” “Indebtedness” or any comparable definition in the Underlying Instruments for each such Loan, or (2) any other Person or in any case that “Debt, “Indebtedness” or such comparable definition is not defined in such Underlying Instruments, at any date without duplication, (a) all indebtedness of such Person for borrowed money (whether by loan or the issuance and sale of debt securities) or for the deferred purchase price of Property or services (other than current trade liabilities incurred in the ordinary course of business and payable in accordance with customary practices), (b) any other indebtedness of such Person which is evidenced by a note, bond, debenture or similar instrument, (c) all obligations of such Person in respect of letters of credit, acceptances or similar instruments issued or created for the account of such Person, (d) all liabilities secured by (or for which the holder of such obligations has an existing right, contingent or otherwise, to be secured by) any Lien on any Property owned by such Person even though such Person has not assumed or otherwise become liable for the payment thereof, (e) all indebtedness of such Person under any swap, hedge or other similar transaction and (f) all Guarantee Obligations of such Person in respect of obligations of the kind referred to in clauses (a) through (e) above. The amount of any Indebtedness under clause (d) shall be equal to the lesser of (A) the stated amount of the relevant obligations and (B) the fair market value of the Property subject to the relevant Lien. The amount of any Indebtedness of any Person shall include the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.

Notwithstanding the foregoing, “Indebtedness” shall not include any revolving commitments or delayed draw term loans for which the Borrower is acting as a lender, as part of or in connection with a Loan or Permitted Investment.

“Indemnified Amounts”: The meaning specified in Section 9.1(a).

“Indemnified Parties”: The meaning specified in Section 9.1(a).

“Indemnified Taxes”: (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Advance and (b) to the extent not otherwise described in clause (a) above, Other Taxes.

“Indorsement”: The meaning specified in Section 8-102(a)(11) of the UCC, and “Indorsed” has a corresponding meaning.

“Insolvency Event”: With respect to a specified Person, (a) the filing of a decree or order for relief by a court having jurisdiction over such Person or any substantial part of its property in an involuntary case under any applicable Insolvency Law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or ordering the winding-up or liquidation of such Person’s affairs, and such decree, order or appointment shall remain unstayed and in effect for a period of sixty (60) consecutive days, (b) the commencement by such Person of a voluntary case under any applicable Insolvency Law now or hereafter in effect, or the

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consent by such Person to the entry of an order for relief in an involuntary case under any such law, (c) the consent by such Person to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for such Person or for any substantial part of its property, or the making by such Person of any general assignment for the benefit of creditors, or (d) the failure by such Person generally to pay its debts as such debts become due, or the taking of action by such Person in furtherance of any of the foregoing.

“Insolvency Laws”: The Bankruptcy Code and all other applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency, reorganization, suspension of payments, or similar debtor relief laws from time to time in effect affecting the rights of creditors generally.

“Insolvency Proceeding”: Any case, action or proceeding before any court or other Governmental Authority relating to any Insolvency Event.

“Instrument”: The meaning specified in Section 9-102(a)(47) of the UCC.

“Insurance Policy”: With respect to any Loan, an insurance certificate evidencing insurance covering liability and physical damages to, or loss of, the related Underlying Assets.

“Interest”: For each Accrual Period, with respect to any other Advance, the sum of the amounts determined (with respect to each day during such Accrual Period) in accordance with the following formula:

IR x P x 1 D

where:

IR    =    the Interest Rate applicable on such day;

P    =    the Advances Outstanding on such day; and

D    =    360 days (or, to the extent the Interest Rate is calculated using the Base Rate, 365 or 366 days, as applicable).

provided that (i) no provision of this Agreement shall require the payment or permit the collection of Interest in excess of the maximum permitted by Applicable Law and (ii) Interest shall not be considered paid by any distribution if at any time such distribution is rescinded or must otherwise be returned for any reason.

“Interest Collection Account”: A Securities Account created and maintained on the books and records of the Collateral Custodian (or any other party acceptable to the Administrative Agent in its sole discretion) entitled “Interest Collection Account” in the name of the Borrower and subject to the prior Lien of the Administrative Agent for the benefit of the Secured Parties.

“Interest Collections”: All payments of interest and fees on or received in respect of Loans and Permitted Investments, including (a) any payments of accrued interest received on the sale of Loans or Permitted Investments, (b) all payments of principal (including principal prepayments) on Permitted Investments purchased with the proceeds described in this definition and (c) origination, agency, structuring, management or other up-front fees, unused line, termination, make whole, prepayment and other fees in respect of the Loans; provided that Interest Collections shall not include (x) Sale Proceeds representing accrued interest that are applied toward payment for accrued interest on the purchase of a Loan (including in connection

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with a Substitution) and (y) interest received in respect of a Loan (including in connection with any sale thereof), which interest was purchased with Principal Collections.

“Interest Rate”: (a) The Benchmark, plus (b) the Applicable Spread; provided that, upon and during the occurrence of a Disruption Event, “Interest Rate” shall mean the Base Rate plus the Applicable Spread. Accrued and unpaid interest on Advances shall be payable on each Payment Date.

“Investment”: With respect to any Person, any direct or indirect loan, advance or investment by such Person in any other Person, whether by means of share purchase, capital contribution, loan or otherwise, excluding the acquisition of Loans and the acquisition of Equity Securities otherwise permitted by the terms hereof which are related to such Loans.

“Investment Advisor”: CIM Capital IC Management, LLC, a Delaware limited liability company.

“Investment Management Agreement” means the Investment Advisory and Management Agreement, dated as of December 6, 2019, by and among the Investment Advisor and CMFT Securities Investments, LLC, a Delaware limited liability company.

“Investment Property”: The meaning specified in Section 9-102(a)(49) of the UCC.

“IRS”: The United States Internal Revenue Service.

“Joinder Supplement”: An agreement among the Borrower (if applicable), a Lender and the Administrative Agent substantially in the form of Exhibit H to this Agreement (appropriately completed) delivered in connection with a Person becoming a Lender hereunder after the Effective Date.

“Key Person”: Richard Ressler, Bilal Rashid, Jeff Cerny, Kyde Sharp and Ken Brown and/or any other Person with the approval of the Administrative Agent in its sole discretion from time to time.

“Key Person Event”: Any three (3) or more Key Persons are no longer employed by the Sub-Advisor or an affiliate or member thereof, or are no longer actively involved directly or indirectly in the management of the assets of the Borrower, and each such Key Person has not been replaced by any person approved by the Administrative Agent in writing in its sole discretion within ninety (90) days after such person’s departure.

“Lender”: The meaning specified in the Preamble, including collectively, each financial institution (i) listed on Annex B as having Commitments or (ii) which may from time to time become a Lender hereunder by executing and delivering a Joinder Supplement and/or an Assignment and Assumption, as applicable, to the Administrative Agent and the Borrower (and for purposes of Section 2.12 and Section 2.13 of this Agreement any successor, assignee or participant).

“Lien”: Any mortgage, lien, pledge, charge, right, claim, security interest, assignment by way of security or encumbrance of any kind of or on any Person’s assets or properties in favor of any other Person, in each case that has the practical effect of creating a security interest, in respect of such assets or properties.

“Loan”: Any commercial loan or note which is originated or acquired by the Borrower or the Transferor or any of its Affiliates.

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“Loan Advance”: The meaning specified in Section 2.2(a).

“Loan Checklist”: An electronic or hard copy, as applicable, of a checklist (which can be in the form of a list in an e-mail) delivered by or on behalf of the Borrower to the Document Custodian, for each Loan, of all Required Loan Documents to be included within the respective Loan File.

“Loan File”: With respect to each Loan, a file containing duly executed originals or copies (including electronic copies) of the documents and items as set forth on the Loan Checklist with respect to such Loan.

“Loan List”: That certain list of Loans attached hereto as Schedule II, as such Schedule shall be deemed to be updated from time to time by reference to the list of Loans set forth on the most recently delivered Borrowing Base Certificate.

“Loan Parties”: The Borrower, the Transferor and the Collateral Manager.

“Margin Stock”: “Margin Stock” as defined under Regulation U.

“Material Adverse Effect”: With respect to any event or circumstance, a material adverse effect on (a) the business, assets, financial condition or operations of the Borrower or the Collateral Manager, both individually or taken as a whole (excluding in any case a decline in the net asset value of the Borrower or a change in general market conditions), (b) the validity, enforceability or collectability of this Agreement or any other Transaction Document or the validity, enforceability or collectability of the Loans generally or any material portion of the Loans, (c) the rights and remedies of the Administrative Agent, the Lenders or the Secured Parties with respect to matters arising under this Agreement or any other Transaction Document, (d) the ability of each of the Borrower or the Collateral Manager to perform its obligations under any Transaction Document to which it is a party, or (e) the status, existence, perfection, priority or enforceability of the Administrative Agent’s or the other Secured Parties’ Lien on any material portion of the Collateral.

“Material Modification”: Any amendment or waiver of, or modification or supplement to an Underlying Instrument governing a Loan (it being agreed and understood that a release document or similar instrument executed or delivered in connection with a disposition that is otherwise permitted under the Underlying Instrument shall not constitute an amendment or waiver of, or modification or supplement to such Underlying Instrument) executed or effected on or after the date on which the Borrower acquired such Loan that:

(a)reduces or waives any or all of the principal amount of such Loan;

(b)waives, extends or postpones the final maturity date or any other due date for payment of outstanding amounts of such Loan or otherwise grants relief from any applicable borrowing base requirement under the applicable Underlying Instruments (other than any deferral or waiver of an excess cash flow sweep or such other similar defined term in its Underlying Instruments); provided that such waiver, extension or postponement shall not be a Material Modification if the Collateral Manager has certified to the Administrative Agent that (1) such waiver, extension or postponement was not undertaken for the purpose of avoiding, delaying or waiving the occurrence or continuance of a payment default with respect to such Loan or (2) such waiver, extension or postponement is for less than five (5) days;

(c)waives one or more interest payments, reduces the amount of interest due, or permits any interest due in cash to be deferred or capitalized and added to the principal

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amount of such Loan (other than any deferral or capitalization or change in benchmark already expressly permitted by the terms of the Underlying Instruments or pursuant to the application of a pricing grid, in each case, as of the date such Loan was acquired by the Borrower);

(d)contractually or structurally subordinates such Loan by operation of a priority of payments, turnover provisions or the transfer of assets in order to limit recourse to the related Obligor or the granting of Liens (other than Permitted Liens) on any of the Underlying Assets securing such Loan;

(e)substitutes, alters or releases (other than as expressly permitted by such Underlying Instruments as of the date such Loan was acquired by the Borrower) the Underlying Assets securing such Loan, and each such substitution, alteration or release, as determined in the reasonable discretion of the Administrative Agent, materially and adversely affects the value of such Loan;

(f)amends, waives, forbears, supplements or otherwise modifies in any way the definition of “Net Senior Leverage Ratio”, “Net Total Leverage Ratio”, “Cash Interest Coverage Ratio” or “EBITDA” (or any respective comparable definitions in its Underlying Instruments) or the definition of any component thereof in a manner that, in the sole discretion of the Administrative Agent, is materially adverse to the Administrative Agent or any Lender; or

(g)amends, waives, forbears, supplements or otherwise modifies in any way the definition of “permitted lien” or “indebtedness” (or any similar term) or the definition of any component thereof in a manner that the Administrative Agent determines in its reasonable discretion is materially adverse to the Administrative Agent or any Lender.

“Measurement Date”: Each of (i) the Effective Date; (ii) the date of any Borrower’s Notice; (iii) with respect to any Loan, the earlier to occur of (a) the date that the Collateral Manager has actual knowledge of the occurrence of any Value Adjustment Event or (b) the date that the Assigned Value of any Loan is adjusted; (iv) unless such date is two (2) or fewer days prior to the next Payment Date, the Business Day prior to the date any Principal Collections are to be released pursuant to Section 2.7(b); (v) the date on which any Loan included in the latest calculation of the Borrowing Base fails to meet one or more of the criteria listed in the definition of “Eligible Loan” (other than any criteria thereof waived by the Administrative Agent on or prior to the date of acquisition of such Loan by the Borrower); (vi) the date on or prior to each Reinvestment, Discretionary Sale or Substitution pursuant to Section 2.14 and Section 3.2, as applicable; (vii) each Reporting Date (provided that in each case that the Reporting Date is the applicable Measurement Date, the calculations reported as of such date shall be made as of the last day of the immediately preceding calendar month); and (viii) each other date requested by the Administrative Agent with at least three (3) Business Days advance notice to the Borrower; provided that, if a Measurement Date otherwise occurs pursuant to clauses (ii) through (vii) following any such request, but prior to such requested date, such request for an additional Measurement Date shall be deemed to be withdrawn.

“Minimum Credit Enhancement Amount”: As of any date, an amount equal to the sum of the Adjusted Borrowing Values of all Eligible Loans owing by the three (3) Obligors which have the greatest Obligor Exposure.

“Moody’s”: Moody’s Investors Service, Inc., and any successor thereto.

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“Multiemployer Plan”: A “multiemployer plan” as defined in Section 4001(a)(3) of ERISA that is or was at any time during the current year or the preceding five (5) years contributed to by the Borrower or any ERISA Affiliate on behalf of its employees.

“Net Purchased Loan Balance”: As of any date of determination, an amount equal to the aggregate initial Outstanding Balance of all Fund Collateral Loans owned or acquired by the Borrower prior to such date.

“Non-Usage Fee”: A fee payable quarterly in arrears for each Accrual Period equal to:

(a)for each day during the first three (3) months following the Effective Date, 0.50%; and

(b)thereafter, the sum of the following:

(i)for each day during such Accrual Period that the Advances Outstanding on such day are less than or equal to the product of twenty-five percent (25.00%) multiplied by the Facility Amount on such day, the sum of the products for each such day during such Accrual Period of (A) one divided by 360, (B) one percent (1.00%) and (C) the Unused Facility Amount as of each such day; plus

(ii)for each day during such Accrual Period that the Advances Outstanding on such day are greater than the product of twenty-five percent (25.00%) multiplied by the Facility Amount on such day, but less than or equal to the product of fifty percent (50.00%) multiplied by the Facility Amount on such day, the sum of the products for each such day during such Accrual Period of (A) one divided by 360, (B) three-quarters of one percent (0.75%) and (C) the Unused Facility Amount as of each such day; plus

(iii)for each day during such Accrual Period that the Advances Outstanding on such day are greater than the product of fifty percent (50.00%) multiplied by the Facility Amount on such day, the sum of the products for each such day during such Accrual Period of (A) one divided by 360, (B) one-half of one percent (0.50%) and (C) the Unused Facility Amount as of each such day.

“Note”: The meaning specified in Section 2.1.

“Noteless Loan”: A Loan with respect to which the Underlying Instruments do not require the Obligor to execute and deliver, and the Obligor has not executed and delivered to the Borrower, a promissory note evidencing any Indebtedness for borrowed money created under such Loan.

“Notice of Exclusive Control”: The meaning specified in the Account Control Agreement.

“Obligations”: The unpaid principal amount of, and interest (including interest accruing after the maturity of the Advances and interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) on the Advances, the Erroneous Payment Subrogation Rights and all other obligations and liabilities of the Borrower to the Secured Parties, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may

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arise under, or out of or in connection with any Transaction Document, and any other document to which the Borrower is a party entered into in connection therewith or herewith, whether on account of principal, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all reasonable and documented fees and disbursements of counsel to the Administrative Agent, the Collateral Custodian, the Document Custodian, the Securities Intermediary or to the Lenders that are required to be paid by the Borrower pursuant to the terms of the Transaction Documents), or otherwise.

“Obligor”: With respect to any Loan, any Person or Persons obligated to make payments pursuant to or with respect to such Loan, including any guarantor thereof. For purposes of determining whether any Loan is made to an Eligible Obligor, all Loans included as part of the Collateral or to be transferred to the Collateral, the Obligor of which is an Affiliate of another Obligor, shall be aggregated with all Loans of such Affiliate Obligor; for example, if Corporation A is an Affiliate of Corporation B, and the sum of the Adjusted Borrowing Values of all of Corporation A’s Loans included as part of the Collateral constitutes 10.00% of the aggregate Adjusted Borrowing Value for all Loans and the sum of the Adjusted Borrowing Value of all of Corporation B’s Loans included as part of the Collateral constitutes 10.00% of the aggregate Adjusted Borrowing Value of all Loans, the Obligor concentration for Corporation A and Corporation B would each be 20.00%.

“Obligor Cash Interest Coverage Ratio”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Cash Interest Coverage Ratio” or comparable definition set forth in the Underlying Instruments for such Loan, or (b) in the case of any Loan with respect to which the related Underlying Instruments do not include a definition of “Cash Interest Coverage Ratio” or comparable definition, the ratio of (i) the Dollar Equivalent of EBITDA to (ii) the Dollar Equivalent of Obligor Cash Interest Expense of such Obligor as of the Relevant Test Period, as calculated by the Collateral Manager (on behalf of the Borrower) in good faith; provided that in calculating “Cash Interest Coverage Ratio” under either of clause (a) or clause (b) above, EBITDA of the applicable Obligor shall in any event be deemed to be no greater than EBITDA of such Obligor as computed in accordance with the definition of “EBITDA” hereunder; provided further that, for the purposes of calculating Obligor Cash Interest Coverage Ratio for any Obligor in any Relevant Test Period in which such Obligor issued or originated Indebtedness, the Obligor Cash Interest Expense resulting from such Indebtedness shall be annualized based on the period from the date on which such Indebtedness was originated or issued to the last day of such Relevant Test Period.

“Obligor Cash Interest Expense”: With respect to Indebtedness for borrowed money of any Obligor for any period, the amount which, in conformity with GAAP, would be set forth opposite the caption “interest expense” or any like caption reflected on the most recent financial statements delivered by such Obligor to the Borrower for such period for such Indebtedness; provided that, for any Indebtedness for borrowed money of such Obligor without at least twelve (12) calendar months of cash interest expense reporting, such calculation shall be determined by the Collateral Manager on an annualized basis.

“Obligor Exposure”: With respect to any Obligor, the aggregate Adjusted Borrowing Value of all Loans owned by the Borrower in respect of which such Obligor is the related Obligor.

“Obligor Net Senior Leverage Ratio”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Net Senior Leverage Ratio” or comparable definition set forth in the Underlying Instruments for such Loan, or (b) in the case of any Loan with respect to which the related Underlying Instruments do not include a definition of “Net Senior Leverage Ratio” or comparable definition, the ratio of (i) the Dollar Equivalent of the outstanding “senior indebtedness” (as defined in the Underlying Instruments or comparable definition thereof,

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including such Loan) of the applicable Obligor as of the date of determination, excluding any junior indebtedness and any unsecured indebtedness of such Obligor or non-recourse indebtedness of such Obligor secured solely by the real property and related improvements and fixtures of such Obligor as of such date, minus the Unrestricted Cash of such Obligor as of such date to (ii) the Dollar Equivalent of EBITDA of such Obligor with respect to the applicable Relevant Test Period, as calculated by the Borrower and the Collateral Manager in good faith; provided that in calculating “Net Senior Leverage Ratio” under either of clause (a) or clause (b) above, EBITDA of the applicable Obligor shall in any event be deemed to be no greater than EBITDA of such Obligor as computed in accordance with the definition of “EBITDA” under this Agreement.

“Obligor Net Total Leverage Ratio”: With respect to any Loan for any Relevant Test Period, either (a) the meaning of “Net Total Leverage Ratio” or comparable definition set forth in the Underlying Instruments for such Loan, or (b) in the case of any Loan with respect to which the related Underlying Instruments do not include a definition of “Net Total Leverage Ratio” or comparable definition, the ratio of (i) the Dollar Equivalent of the outstanding “total indebtedness” (as defined in the Underlying Instruments or comparable definition thereof, including such Loan) of the applicable Obligor as of the date of determination, minus the Dollar Equivalent of Unrestricted Cash of such Obligor as of such date to (ii) the Dollar Equivalent of EBITDA of such Obligor with respect to the applicable Relevant Test Period, as calculated by the Borrower and the Collateral Manager in good faith; provided that in calculating “Net Total Leverage Ratio” under either of clause (a) or clause (b) above, EBITDA of the applicable Obligor shall in any event be deemed to be no greater than EBITDA of such Obligor as computed in accordance with the definition of “EBITDA” under this Agreement.

“Officer’s Certificate”: A certificate signed by a Responsible Officer of the Person providing the applicable certification, as the case may be.

“Opinion of Counsel”: A written opinion of counsel, which opinion and counsel are acceptable to the Administrative Agent in its reasonable discretion, provided that Dechert LLP shall be an acceptable counsel for purposes of delivering any Opinion of Counsel hereunder.

“Original Obligor Cash Interest Coverage Ratio”: With respect to any Loan, the Obligor Cash Interest Coverage Ratio for such Loan on the date such Loan (i) was first included as part of the Collateral or (ii) if applicable, was most recently assigned a new Assigned Value by the Administrative Agent pursuant to clause (a)(iii) of the definition of Assigned Value after the occurrence of a Value Adjustment Event, as set forth in the applicable Assigned Value Notice with respect to such Loan.

“Original Obligor Net Senior Leverage Ratio”: With respect to any Loan, the Obligor Net Senior Leverage Ratio for such Loan on the date such Loan (i) was first included as part of the Collateral or (ii) if applicable, was most recently assigned a new Assigned Value by the Administrative Agent pursuant to clause (a)(iii) of the definition of Assigned Value after the occurrence of a Value Adjustment Event, as set forth in the applicable Assigned Value Notice with respect to such Loan.

“Original Obligor Net Total Leverage Ratio”: With respect to any Loan, the Obligor Net Total Leverage Ratio for such Loan on the date such Loan (i) was first included as part of the Collateral or (ii) if applicable, was most recently assigned a new Assigned Value by the Administrative Agent pursuant to clause (a)(iii) of the definition of Assigned Value after the occurrence of a Value Adjustment Event, as set forth in the applicable Assigned Value Notice with respect to such Loan.

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“Other Connection Taxes”: With respect to any Secured Party, Taxes imposed as a result of a present or former connection between such Secured Party and the jurisdiction imposing such Tax (other than connections arising from such Secured Party having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Transaction Document, or sold or assigned an interest in any Advance, Commitment or Transaction Document).

“Other Taxes”: All present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Advance, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 2.17(b)).

“Outstanding Balance”: With respect to any Loan as of any date of determination, the Dollar Equivalent of the outstanding principal balance of any advances or funded loans made by the Borrower to the related Obligor pursuant to the related Underlying Instruments as of such date of determination (exclusive of any interest and PIK Interest).

“Partial PIK Loan”: Any Loan that requires the Obligor to pay only a portion of the accrued and unpaid interest in Cash on a current basis, the remainder of which is or can be deferred and paid at a later date; provided that the portion of such Loan that is accruing interest that is required to be paid in Cash pursuant to the terms of the related Underlying Instruments at an interest rate of, (i) if such Loan is subject to a floating rate, not less than the Benchmark plus 3.00% or (ii) if such Loan is subject to a fixed rate, not less than 5.00%, shall not be considered a Partial PIK Loan.

“Participant Register”: The meaning specified in Section 11.16(b).

“Participation Interest”: A participation interest in a Loan that would, at the time of acquisition by the Borrower or the Borrower’s commitment to acquire the same, constitute a Loan were it acquired directly.

“Payment Date”: (x) The twentieth (20th) day of each April, July, October and January, or, if such day is not a Business Day, the next succeeding Business Day, commencing April 20, 2023 and (y) the Termination Date.

“Payment Date Report”: A certificate setting forth, among other things, a calculation of Availability, the aggregate outstanding principal balance of the Advances, the Aggregate Unfunded Exposure Amount, the Borrowing Base, the application of payments to be made on the next Payment Date pursuant to Section 2.7 or 2.8 hereof (as applicable), the currency calculations set forth in Section 5.1(q), a calculation of the financial covenants set forth in Section 5.2(n) hereof, substantially in the form of Exhibit A-6, prepared by the Collateral Manager and certifications regarding Available Capital.

“Payment Duties”: The meaning specified in Section 6.2(b)(iii).

“Payment Recipient”: The meaning specified in Section 10.10(a).

“Pension Plan”: The meaning specified in Section 4.1(w).

“Permitted Investments”: Negotiable instruments or securities or other investments that (i) except in the case of demand or time deposits, investments in money market

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funds and Eligible Repurchase Obligations, are represented by instruments in registered form or ownership of which is represented by book entries by a Clearing Agency or by a Federal Reserve Bank in favor of depository institutions eligible to have an account with such Federal Reserve Bank who hold such investments on behalf of their customers, (ii) as of any date of determination, mature by their terms on or prior to the Business Day preceding the next Payment Date unless such Permitted Investments are issued by the Collateral Custodian in its capacity as a banking institution, in which event such Permitted Investments may mature on such Payment Date, (iii) are in the form of and are treated as indebtedness of the related Obligor for U.S. federal income tax purposes and are not a United States real property interest as defined under section 897 of the Code, (iv) are not subject to any withholding tax unless the Obligor thereon is required under the terms of the related Underlying Instrument to make “gross-up” payments that cover the full amount of such withholding tax on an after-tax basis, and (v) evidence:

(a)direct obligations of, and obligations fully guaranteed as to full and timely payment by, the United States (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States);

(b)demand deposits, time deposits or certificates of deposit of depository institutions or trust companies incorporated under the laws of the United States or any state thereof and subject to supervision and examination by federal or state banking or depository institution authorities; provided that at the time of the Borrower’s investment or contractual commitment to invest therein, the commercial paper, if any, and short-term unsecured debt obligations (other than such obligation whose rating is based on the credit of a Person other than such institution or trust company) of such depository institution or trust company shall have a credit rating from each Rating Agency in the Highest Required Investment Category granted by such Rating Agency;

(c)commercial paper, or other short term obligations, having, at the time of the Borrower’s investment or contractual commitment to invest therein, a rating in the Highest Required Investment Category granted by each Rating Agency;

(d)demand deposits, time deposits or certificates of deposit that are fully insured by the FDIC and either have a rating on their certificates of deposit or short-term deposits from Moody’s and S&P of “P-1” and “A-1”, respectively, and if rated by Fitch, from Fitch of “F-1+”;

(e)notes that are payable on demand or bankers’ acceptances issued by any depository institution or trust company referred to in clause (b) above;

(f)investments in taxable money market funds or other regulated investment companies having, at the time of the Borrower’s investment or contractual commitment to invest therein, a rating of the Highest Required Investment Category from at least two Rating Agencies and from each Rating Agency that rates such investments;

(g)time deposits (having maturities of not more than ninety (90) days) by an entity the commercial paper of which has, at the time of the Borrower’s investment or contractual commitment to invest therein, a rating of the Highest Required Investment Category granted by each Rating Agency; or

(h)Eligible Repurchase Obligations with a rating acceptable to the Rating Agencies, which in the case of S&P and Moody’s, shall be “A-1” and in the case of Fitch shall be “F-1+”.

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The Collateral Custodian or the Administrative Agent may, pursuant to the direction of the Collateral Manager or the Administrative Agent, as applicable, purchase or sell to itself or an Affiliate, as principal or agent, the Permitted Investments described above. Permitted Investments may include those investments in which the Collateral Custodian or any of its Affiliates provides services and receives reasonable compensation.

“Permitted Liens”: Any of the following: (a) Liens for Taxes if such Taxes shall not at the time be due and payable or if a Person shall currently be contesting the validity thereof in good faith by appropriate proceedings and with respect to which reserves in accordance with GAAP have been provided on the books of such Person, (b) Liens imposed by law, such as materialmen’s, warehousemen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens, arising by operation of law in the ordinary course of business for sums that are not overdue or are being contested in good faith, (c) with respect to any Underlying Assets, Liens permitted under the related Underlying Instruments, (d) as to agented Loans, Liens in favor of the agent on behalf of all of the lenders with respect to such Loan, (e) Liens granted pursuant to or by the Transaction Documents, (f) Liens in favor of the Collateral Custodian or the Securities Intermediary and permitted under the Account Control Agreement or other documentation governing any Account, (g) Liens of broker-dealers and clearing corporations incurred in the ordinary course of business, but excluding Liens created in connection with the purchase of securities on margin or securities lending transactions and (h) one or more judgment Liens securing judgments and other proceedings not constituting an Event of Default under Section 8.1(k).

“Permitted Pari Passu Revolving Loan”: Any revolving lending facility associated with a First Lien Loan or a First Lien Last Out Loan that is incurred by the same Obligor (i) that is secured by a pari passu lien on the assets securing such First Lien Loan or such First Lien Last Out Loan, and (ii) for which the payment priority is pari passu with such First Lien Loan or such First Lien Last Out Loan at all times prior to and/or after an event of default under the related Underlying Instruments of the related Obligor.

“Permitted Priority Revolving Loan”: Any revolving lending facility associated with a First Lien Loan or First Lien Last Out Loan that is incurred by the same Obligor (i) that is secured by a pari passu lien on the assets securing such First Lien Loan or First Lien Last Out Loan, (ii) which is prior in right of payment to such First Lien Loan or First Lien Last Out Loan, and (iii) has an aggregate commitment that, when aggregated with such Obligor’s aggregate commitments under any Permitted Pari Passu Revolving Loans and any Permitted Working Capital Facilities, is equal to not more than the applicable Obligor’s EBITDA (as determined at the time of acquisition).

“Permitted Working Capital Facility”: Any revolving lending facility associated with a First Lien Loan or First Lien Last Out Loan that is incurred by the same Obligor (i) that is secured by all or a portion of the current assets of the related Obligor and otherwise unsecured or has a security interest with respect to the other assets of the related Obligor that is pari passu with or junior to the lien securing such First Lien Loan or First Lien Last Out Loan and (ii) has an aggregate commitment that, when aggregated with such Obligor’s aggregate commitments under any Permitted Pari Passu Revolving Loans and any Permitted Priority Revolving Loans, is equal to not more than the applicable Obligor’s EBITDA (as determined at the time of acquisition).

“Person”: An individual, partnership, corporation, limited liability company, joint stock company, trust (including a statutory or business trust), unincorporated association, sole proprietorship, joint venture, government (or any agency, instrumentality or political subdivision thereof), estate, company, limited liability partnership, nonprofit corporation, group, sector, territory or other entity or organization.

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“PIK Interest”: Interest accrued on a Loan that is added to the principal amount of such Loan instead of being paid as it accrues, provided, that the interest of any Loan that is paid with the proceeds of a permitted drawing on a Revolving Loan shall not constitute PIK Interest.

“PIK Loan”: A Loan that by its terms permits the deferral or capitalization of payment of accrued and unpaid interest.

“Plan Asset Rules”: The regulations issued by the United States Department of Labor at Section 2510.3-101 of Part 2510 of Chapter XXV, Title 29 of the United States Code of Federal Regulations or any successor regulations, as modified by Section 3(42) of ERISA, and the rules and regulations thereunder.

“Platform”: Any electronic system, including Intralinks®, ClearPar® and any other internet or extranet-based site, whether such electronic system is owned, operated or hosted by the Administrative Agent or any of their respective Related Parties or any other Person, providing for access to data protected by passcodes or other security system.

“Pledge Agreement”: The Pledge Agreement, dated as of the Effective Date, made by the Transferor in favor of the Administrative Agent, for the benefit of itself and the Lenders, pledging all of the equity interests of the Borrower, as amended, modified, waived, supplemented, restated or replaced from time to time.

“Pre-Funded Loan”: A Loan which will, upon the acquisition thereof, be an Eligible Loan, and which is funded to the related Obligors (or to the administrative agents under such Pre-Funded Loans, for further distribution to the related Obligors) from a disbursement of the proceeds of an Advance made into the Pre-Funded Loan Account prior to (but in no event earlier than three (3) Business Days prior to) the initial closing date of such Loan.

“Pre-Funded Loan Account”: A Securities Account created and maintained on the books and records of the Securities Intermediary (or any other party acceptable to the Administrative Agent in its sole discretion) entitled “Pre-Funded Loan Account” in the name of the Borrower and subject to the prior Lien of the Administrative Agent for the benefit of the Secured Parties.

“Principal Collection Account”: A Securities Account created and maintained on the books and records of the Collateral Custodian (or any other party acceptable to the Administrative Agent in its sole discretion) entitled “Principal Collection Account” in the name of the Borrower and subject to the prior Lien of the Administrative Agent for the benefit of the Secured Parties.

“Principal Collections”: All amounts received by the Borrower or the Collateral Custodian that are not Interest Collections or Excluded Amounts to the extent received in cash by or on behalf of the Borrower or the Collateral Custodian.

“Pro Rata Share”: With respect to a Lender, the percentage obtained by dividing the Commitment of such Lender (as determined pursuant to the definition of Commitment) by the aggregate Commitments of all the Lenders (as determined pursuant to the definition of Commitment).

“Proceeds”: With respect to any Collateral, all property that is receivable or received when such Collateral is collected, sold, liquidated, foreclosed, exchanged, or otherwise disposed of, whether such disposition is voluntary or involuntary, and includes all rights to payment with respect to any insurance relating to such Collateral, net of all out-of-pocket

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expenses incurred in connection with any such collection, sale, liquidation, foreclosure, exchange or disposal.

“Property”: Any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible, including Capital Stock.

“Public Lenders”: The meaning specified in Section 11.2(d).

“Purchase Price”: With respect to any Loan, an amount (expressed as a percentage of par) equal to (i) the purchase price (or, if different principal amounts of such Loan were purchased at different purchase prices, the weighted average of such purchase prices) paid by the Transferor or the Borrower (as applicable) for such Loan (exclusive of any interest, PIK Interest and original issue discount) divided by (ii) the principal balance of the portion of such Loan purchased by the Borrower outstanding as of the date of such purchase (exclusive of any interest, PIK Interest and original issue discount); provided, that the Purchase Price of any Loan determined to be equal to or greater than ninety-five percent (95.0%) in accordance with the foregoing calculation shall be deemed to be one hundred percent (100.0%).

“QFC”: The meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).

“Qualified Institution”: A depository institution or trust company organized under the laws of the United States or any one of the States thereof or the District of Columbia (or any domestic branch of a foreign bank), (i)(a) that has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P or “P-1” or better by Moody’s, (b) the parent corporation of which has either (1) a long-term unsecured debt rating of “A” or better by S&P and “A2” or better by Moody’s or (2) a short-term unsecured debt rating or certificate of deposit rating of “A-1” or better by S&P and “P-1” or better by Moody’s or (c) is otherwise acceptable to the Administrative Agent and (ii) the deposits of which are insured by the FDIC.

“Quoted Loan”: A Loan with at least (i) two current bid-side quotes determined by MarkIt Partners or an Affiliate thereof (or, if bid-side quotes from MarkIt Partners or an Affiliate thereof are not available, from any other nationally recognized loan pricing service selected by the Borrower (or the Collateral Manager on its behalf) and approved by the Administrative Agent) or (ii) two firm bids for value to purchase such Loan from an Approved Dealer.

“Rating Agencies”: Each of S&P, Fitch and Moody’s.

“Reference Time”: With respect to any setting of the then-current Benchmark (other than Daily Simple SOFR), means the time determined by the Administrative Agent in accordance with the Benchmark Replacement Conforming Changes.

“Register”: The meaning specified in Section 11.16(b).

“Registered”: With respect to any registration-required obligation within the meaning of Section 163(f)(2) of the Code, a debt obligation that is in registered form within the meaning of Section 5f.103-1(c) of the Treasury Regulations.

“Regulation U”: Regulation U of the Board of Governors of the Federal Reserve System, 12 C.F.R. §221, or any successor regulation.

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“Reinvestment”: The meaning specified in Section 2.14(a)(i).

“Reinvestment Notice”: Each notice required to be delivered by the Borrower in respect of any Reinvestment of Principal Collections pursuant to Section 3.2(b) substantially in the form of Exhibit A-3.

“Related Parties”: With respect to any Person, such Person’s Affiliates and the partners, directors, officers, managers, employees, agents and advisors of such Person and of such Person’s Affiliates.

“Release Date”: The meaning specified in Section 2.14(d).

“Relevant Governmental Body”: The Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Relevant Test Period”: With respect to any Loan, the relevant test period for the calculation of Obligor Net Senior Leverage Ratio, Obligor Net Total Leverage Ratio or Obligor Cash Interest Coverage Ratio, as applicable, for such Loan in accordance with the related Underlying Instruments or, if no such period is provided for therein, (i) for Obligors delivering monthly financing statements, each period of the last twelve (12) consecutive reported calendar months, and (ii) for Obligors delivering quarterly financing statements, each period of the last four (4) consecutive reported fiscal quarters of the principal Obligor on such Loan; provided that with respect to any Loan for which the relevant test period is not provided for in the related Underlying Instruments, if an Obligor is a newly-formed entity as to which twelve (12) consecutive calendar months have not yet elapsed, “Relevant Test Period” shall initially include the period from the date of formation of such Obligor to the most recently ended month or fiscal quarter (as the case may be), with applicable amounts in such period annualized for purposes of such calculations, and shall subsequently include each period of the last twelve (12) consecutive reported calendar months or four (4) consecutive reported fiscal quarters (as the case may be) of such Obligor.

“Repayment Notice”: Each notice required to be delivered by the Borrower in respect of any repayment of Advances Outstanding, substantially in the form of Exhibit A-2.

“Replacement Collateral Manager”: The meaning specified in the Collateral Management Agreement.

“Replacement Collateral Manager Fee”: The meaning specified in the Collateral Management Agreement.

“Reportable Event”: A reportable event within the meaning of Section 4043 of ERISA, other than those events as to which the thirty (30) day notice period referred to in Section 4043(c) of ERISA has been waived.

“Reporting Date”: The twentieth (20th) day of each calendar month or, if such day is not a Business Day, the next succeeding Business Day, with the first Reporting Date occurring on March 20, 2023, unless a Payment Date Report is required to be delivered that month.

“Required Funding Amount”: If (i) (A) no Event of Default has occurred and is continuing, and (B) the Revolving Period End Date has not occurred, in each case as of the date of determination and after giving effect to any withdrawal from the Unfunded Exposure Account

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on such date of determination, the Unfunded Exposure Equity Amount, and (ii) (A) an Event of Default has occurred and is continuing, or (B) the Revolving Period End Date has occurred, in either case as of the date of determination and after giving effect to any withdrawal from the Unfunded Exposure Account on such date of determination, the Unfunded Exposure Amount.

“Required Lenders”: (a) The Administrative Agent and (b) the Lenders representing an aggregate of more than 50.00% of (i) prior to the earlier to occur of the Revolving Period End Date or the Termination Date, the aggregate Commitments of the Lenders then in effect and (ii) thereafter, the Advances Outstanding; provided; that (A) if two (2) or more Lenders each represent 20.00% or more of (i) prior to the earlier to occur of the Revolving Period End Date or the Termination Date, the aggregate Commitments of the Lenders then in effect and (ii) thereafter, the Advances Outstanding, then “Required Lenders” shall also include at least two (2) such Lenders, and (B) the Commitment of, and the portion of any Advances Outstanding, as applicable, held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders. For purposes of determining the number of Lenders pursuant to this definition, groups of Lenders that are Affiliates shall be treated as one (1) Lender.

“Required Loan Documents”: For each Loan, originals or where indicated, copies (including electronic copies) of the following documents or instruments, all as specified on the related Loan Checklist:

(a)(i) other than in the case of a Noteless Loan, (x) the original or, if accompanied by an original “lost note” affidavit and indemnity, a copy of, the underlying promissory note, endorsed by the Borrower (that may be in the form of an allonge or note power attached thereto) either in blank or to the Administrative Agent as required under the related Underlying Instruments (and evidencing an unbroken chain of endorsements from each prior holder thereof evidenced in the chain of endorsements either in blank or to the Administrative Agent), with any endorsement to the Administrative Agent to be in the following form: “Ally Bank, as the Administrative Agent for the Secured Parties”, and (y) a copy of each transfer document or instrument relating to such Loan (including, until the settlement date specified therein, a commercially standard loan trade ticket that obligates the Borrower to settle the purchase of such Loan on a specific date) evidencing the assignment of such Loan to the Borrower, or (ii) in the case of a Noteless Loan a copy of each transfer document or instrument relating to such Noteless Loan evidencing the assignment of such Noteless Loan to the Borrower;

(b)originals or copies (including electronic copies) of each of the following (i) to the extent applicable to the related Loan, any related loan agreement, credit agreement, security agreement, subordination agreement and intercreditor agreement or similar instruments, and (ii) any other document that is necessary in the reasonable discretion of the Collateral Manager, together with any amendment or modification thereto;

(c)with respect to any Loan originated by the Transferor and with respect to which the Transferor or an Affiliate thereof acts as the administrative agent (or in a comparable capacity), either (i) copies (including electronic copies) of the UCC-1 financing statements, if any, and any related continuation statements, each showing the Obligor as debtor and the Transferor or the relevant agent thereunder as secured party and each with evidence of filing thereon, or (ii) copies (including electronic copies) of any such financing statements in instances where the original financing statements have been sent to the appropriate public filing office for filing, in each case as set forth in the Loan Checklist.

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“Required Reports”: Collectively, the compliance certificate, substantially in the form of Exhibit F hereto, the Borrowing Base Certificate, the Payment Date Report, financial statements of each Obligor, the Borrower and CIM Real Estate Finance Trust, Inc. required to be delivered under the Transaction Documents (including pursuant to Section 5.1(s) and 5.8(c) hereof) and the annual statements as to compliance and the annual independent public accountant’s report (including pursuant to Section 5.1(t)(v).

“Responsible Officer”: With respect to (i) the Borrower, any duly authorized officer of the Borrower, certified as such pursuant to an executed incumbency certificate delivered to the Administrative Agent on the Effective Date pursuant to Section 3.1(k) or substantially in the form of Exhibit A-5 hereto, and (ii) any other Person, any Person with direct responsibility for the administration of this Agreement and also, with respect to a particular matter, any duly authorized officer of such Person to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Restricted Payment”: (i) Any dividend or other distribution, direct or indirect, on account of any class of equity interests of the Borrower now or hereafter outstanding, except a dividend paid solely in interests of that class of equity interests or in any junior class of equity interests of the Borrower; (ii) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any class of equity interests of the Borrower now or hereafter outstanding; and (iii) any payment made to redeem, purchase, repurchase or retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire equity interests of the Borrower now or hereafter outstanding. For the avoidance of doubt, (x) payments and reimbursements made to the Collateral Manager in accordance with Section 2.7 and 2.8 (other than Sections 2.7(a)(16), 2.7(b)(6) and 2.8(11)) shall not constitute Restricted Payments, (y) distributions by the Borrower to holders of its equity interests of Loans or of cash or other proceeds relating thereto which have been substituted by the Borrower in accordance with Section 2.14(b) or (d) shall not constitute Restricted Payments, and (z) payment of the purchase price for any Loans transferred by the Transferor or any Affiliate thereof to the Borrower shall not constitute Restricted Payments.

“Review Criteria”: The meaning specified in Section 13.2(b)(i).

“Revolving Loan”: Any Loan (other than a Delayed Draw Loan) that is a senior secured obligation (including funded and unfunded portions of revolving credit lines, unfunded commitments under specific facilities, letter of credit facilities and other similar loans and investments) that under the Underlying Instruments relating thereto may require one or more future advances to be made to the Obligor by the Borrower and which provides that such borrowed money may be repaid and re-borrowed from time to time; provided that any such Loan will be a Revolving Loan only until all commitments by the Borrower to make advances to the Obligor thereof expire, or are terminated, or are irrevocably reduced to zero.

“Revolving Period”: The period commencing on the Effective Date and ending on the day preceding the earlier to occur of the Revolving Period End Date or the Termination Date.

“Revolving Period End Date”: The earliest to occur of (a) the Scheduled Revolving Period End Date and (b) the date of the declaration of the Revolving Period End Date pursuant to Section 8.2(a).

“S&P”: S&P Global Ratings (or its successors in interest).

“S&P Industry Classification”: The industry classifications set forth in Schedule V hereto, as such industry classifications shall be updated with the consent of the Borrower, the

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Administrative Agent and the Required Lenders if S&P publishes revised industry classifications.

“Sale Agreement”: The Sale and Contribution Agreement, dated as of the Effective Date, between the Transferor and the Borrower, as amended, modified, waived, supplemented, restated or replaced from time to time.

“Sale Proceeds”: With respect to any Loan, all proceeds received as a result of the sale of such Loan, net of all out-of-pocket expenses of the Borrower, the Collateral Manager and the Collateral Custodian incurred in connection with any such sale.

“Sanctioned Person”: Any Person, group, sector, territory or country that is the subject or target of any Sanctions, including without limitation, any legal entity that is deemed to be a subject or target of Sanctions based on the direct or indirect ownership or control of such entity by any other Sanctioned Person.

“Sanctions”: Any and all economic or financial sanctions, sectoral sanctions, secondary sanctions, trade embargoes and anti-terrorism laws, including but not limited to those imposed, administered or enforced from time to time by: (a) the United States of America, including those administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of State, the U.S. Department of Commerce, or through any existing or future executive order; (b) the United Nations Security Council; (c) the European Union (including any member state thereof); (d) the United Kingdom; (e) the State Secretariat for Economic Affairs (Switzerland); or (f) any other Governmental Authorities with jurisdiction over such Person.

“Scheduled Payment”: Each scheduled payment of principal and/or interest required to be made by an Obligor on the related Loan, as adjusted pursuant to the terms of the related Underlying Instruments, if applicable.

“Scheduled Revolving Period End Date”: February 10, 2026.

“Second Lien Loan”: Any Loan (i) that does not satisfy all of the requirements set forth in the definition of “First Lien Loan”, or “First Lien Last Out Loan”, (ii) that is secured by a valid second (or higher) priority perfected security interest or lien in, to or on substantially all of the assets of the Obligor under such Loan in all appropriate jurisdictions, subject to purchase money Liens, customary Liens for taxes or regulatory charges not then due and payable or with respect to which reserves have been provided on the books of the applicable Obligor, Liens accorded priority by law in favor of the United States or any State or agency, and other permitted Liens under the related Underlying Instruments that are reasonable and customary for similar Loans (including liens securing “first lien” Loans), (iii) for which the Collateral Manager determines in good faith that the enterprise value of the related Obligor or the value of the collateral securing the Loan (each as determined by Collateral Manager in accordance with a methodology acceptable to the Administrative Agent) on the date such Loan is first included as part of the Collateral or on the date that any Value Adjustment Event with respect to such Loan occurs equals or exceeds the outstanding principal balance of the Loan plus the aggregate outstanding balances of all other Loans of equal or higher seniority secured by the same collateral, (iv) that is not (and is not expressly permitted by its terms to become) subordinate in right of payment to any obligation for borrowed money of the Obligor (excluding customary terms applicable to a second lien lender under customary intercreditor provisions, including such as after an event of default in connection with a first priority lien or with respect to the liquidation of the Obligor or certain specified collateral for such Loan), and (v) that is not secured solely or primarily by the Capital Stock of its Obligor or any of such Obligor’s Affiliates.

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“Secured Party”: (i) Each Lender, (ii) the Administrative Agent, (iii) the Collateral Custodian, (iv) the Document Custodian and (v) the Securities Intermediary.

“Securities Account”: The meaning specified in Section 8-501(a) of the UCC.

“Securities Act”: The U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Securities Intermediary”: (i) A Clearing Corporation; or (ii) a Person, including a bank or broker, that in the ordinary course of its business maintains Securities Accounts for others and is acting in that capacity. The initial Securities Intermediary under the Account Control Agreement shall be U.S. Bank National Association.

“Security Certificate”: The meaning specified in Section 8-102(a)(16) of the UCC.

“Security Entitlement”: The meaning specified in Section 8-102(a)(17) of the UCC.

“Senior Collateral Manager Fee”: The meaning specified in the Collateral Management Agreement.

“SOFR”: A rate equal to the secured overnight financing rate as administered by the SOFR Administrator.

“SOFR Administrator”: The Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).

“SOFR Administrator’s Website”: The website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time.

“SOFR Determination Day”: The meaning specified in the definition of “Daily Simple SOFR”.

“SOFR Rate Day”: The meaning specified in the definition of “Daily Simple SOFR”.

“Solvent”: As to any Person at any time, having a state of affairs such that all of the following conditions are met: (a) the fair value of the property of such Person is greater than the amount of such Person’s liabilities (including disputed, contingent and unliquidated liabilities) as such value is established and liabilities evaluated for purposes of Section 101(32) of the Bankruptcy Code; (b) the present fair saleable value of the property of such Person in an orderly liquidation of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts and other liabilities as they become absolute and matured; (c) such Person is able to realize upon its property and pay its debts and other liabilities (including disputed, contingent and unliquidated liabilities) as they mature in the normal course of business; (d) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay as such debts and liabilities mature; and (e) such Person is not engaged in a business or a transaction, and does not propose to engage in a business or a transaction, for which such Person’s property assets would constitute unreasonably small capital.

“Special Member”: The meaning specified in Section 4.1(t)(xxvi).

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“Specified Rating”: As to any Obligor or Loan, (i) a public debt rating equal to or better than “B-” by S&P or the equivalent public debt rating of another Rating Agency or (ii) if no rating referenced in clause (i) is available, a private debt rating equal to or better than “B-” by S&P or the equivalent private debt rating of another Rating Agency; provided, that in the case of each of the foregoing clauses (i) and (ii), (x) if both the applicable Obligor and the applicable Loan have at least one rating under any such clause, the applicable Loan rating shall apply for purposes of determining the rating under such clause and (y) if the applicable Obligor or Loan has more than one rating under any such clause, the lowest such rating shall apply for purposes of determining the rating under such clause.

“Structured Finance Obligation”: Any obligation secured directly by, referenced to, or representing ownership of, a pool of receivables or other Financial Assets of any Obligor that is a single purpose bankruptcy remote special purpose entity established to finance such Financial Assets, including collateralized debt obligations and mortgage-backed securities, including (but not limited to) collateral debt obligations, collateral loan obligations, asset backed securities and commercial mortgage backed securities or any resecuritization thereof.

“Sub-Advisor”: OFS Capital Management, LLC, a Delaware limited liability company or such other Person approved by the Administrative Agent and the Required Lenders in writing in their sole discretion.

“Subordinated Collateral Manager Fee”: The meaning specified in the Collateral Management Agreement.

“Subsidiary”: As to any Person, a corporation, partnership, company, limited liability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership, company, limited liability company or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries, or both, by such Person; provided that notwithstanding the foregoing, an Obligor with respect to which the Borrower has received equity interests in connection with the exercise of any remedies with respect to a Loan, the exercise of any warrant with respect to a Loan or any exchange offer, work-out or restructuring of a Loan shall not be considered a Subsidiary.

“Substitution”: The meaning specified in Section 2.14(b).

“Syndicate Communications”: Collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any Obligor pursuant to any Transaction Document or the transactions contemplated therein which is distributed to the Administrative Agent and each Lender by means of electronic communications pursuant to Article XI, including through the Platform.

“Tape”: The meaning specified in Section 6.2(b)(vi).

“Taxes”: All present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Termination Date”: The earlier of (a) the date that is February 10, 2028 (two years after the Revolving Period End Date) or (b) the date of the declaration of the Termination Date or the date of the automatic occurrence of the Termination Date pursuant to Section 8.2(a).

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“Tier 1 Obligor”: (a) With respect to First Lien Loans, Obligors for which the Obligor Net Senior Leverage Ratio of the applicable Obligor with respect to such First Lien Loan is less than 4.50 to 1.00, and (b) with respect to First Lien Last Out Loans and Second Lien Loans, Obligors for which the Obligor Net Total Leverage Ratio of the applicable Obligor with respect to such First Lien Last Out Loan and Second Lien Loan is less than 5.25 to 1.00.

“Tier 2 Obligor”: (a) With respect to First Lien Loans, Obligors for which the Obligor Net Senior Leverage Ratio of the applicable Obligor with respect to such First Lien Loan is less than 5.50 to 1.00 but greater than or equal to 4.50 to 1.00, and (b) with respect to First Lien Last Out Loans and Second Lien Loans, Obligors for which the Obligor Net Total Leverage Ratio of the applicable Obligor with respect to such First Lien Last Out Loan and Second Lien Loan is less than 6.25 to 1.00 but greater than or equal to 5.25 to 1.00.

“Tier 3 Obligor”: (a) With respect to First Lien Loans, Obligors for which the Obligor Net Senior Leverage Ratio of the applicable Obligor with respect to such First Lien Loan is less than 6.50 to 1.00 but greater than or equal to 5.50 to 1.00, and (b) with respect to First Lien Last Out Loans and Second Lien Loans, Obligors for which the Obligor Net Total Leverage Ratio of the applicable Obligor with respect to such First Lien Last Out Loan and Second Lien Loan is less than 7.25 to 1.00 but greater than or equal to 6.25 to 1.00.

“Total Interest Coverage Ratio”: With respect to Borrower, for the trailing twelve-month period then ending (or, prior to the twelve (12) month anniversary of the Effective Date, the period from the Effective Date to the end of such month), the ratio of (i) Borrower Interest Collections during such period minus all Senior Collateral Manager Fees and Subordinated Collateral Manager Fees payable by Borrower during such period to (ii) Borrower Interest Expense for such period.

“Transaction”: The meaning specified in Section 3.2.

“Transaction Documents”: This Agreement, the Sale Agreement, the Account Control Agreement, the Pledge Agreement, the Fee Letter, the Collateral Management Agreement, each Note, any Joinder Supplement, any Transferee Letter, any Assignment and Assumption and the Collateral Custodian Fee Letter.

“Transferee Letter”: The meaning specified in Section 11.16.

“Transferor”: The Fund, as seller of Loans to the Borrower.

“UCC”: The Uniform Commercial Code as from time to time in effect in the applicable jurisdiction or jurisdictions.

“Unadjusted Benchmark Replacement”: The applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.

“Uncertificated Security”: The meaning specified in Section 8-102(a)(18) of the UCC.

“Underlying Assets”: With respect to a Loan, any property or other assets designated and pledged as collateral to secure repayment of such Loan, including to the extent provided for in the relevant Underlying Instruments, a pledge of the stock, membership or other ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets.

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“Underlying Instruments”: The loan agreement, credit agreement, indenture or other agreement pursuant to which a Loan or Permitted Investment has been issued or created and each other agreement that governs the terms of or secures the obligations represented by such Loan or Permitted Investment or of which the holders of such Loan or Permitted Investment are the beneficiaries.

“Unfunded Exposure Account”: A Securities Account created and maintained on the books and records of the Collateral Custodian (or any other party acceptable to the Administrative Agent in its sole discretion) entitled “Unfunded Exposure Account” in the name of the Borrower and subject to the prior Lien of the Administrative Agent for the benefit of the Secured Parties.

“Unfunded Exposure Amount”: On any date of determination, with respect to any Loan, the aggregate amount (without duplication) of (i) the Dollar Equivalent of unfunded commitments (which shall include all unfunded revolver commitments and unfunded portions of delayed draw term loans) and (ii) the Dollar Equivalent of all standby or contingent commitments associated with such Loan.

“Unfunded Exposure Equity Amount”: On any date of determination, with respect to any Loan, an amount equal to (a) the Unfunded Exposure Amount with respect to such Loan minus (b) the product of (i) the Unfunded Exposure Amount with respect to such Loan multiplied by (ii) the Assigned Value of such Loan and multiplied by (iii) the Advance Rate applicable to such Loan.

“Unfunded Exposure Shortfall”: The meaning specified in Section 2.9(e)(iii).

“United States”: The United States of America.

“Unrestricted Cash”: The meaning of “Unrestricted Cash” or any comparable definition in the Underlying Instruments for each Loan, and in any case that “Unrestricted Cash” or such comparable definition is not defined in such Underlying Instruments, all cash available for use for general corporate purposes and not held in any reserve account or legally or contractually restricted for any particular purposes or subject to any Lien (other than blanket Liens permitted under or granted in accordance with such Underlying Instruments), as reflected on the most recent financial statements of the relevant Obligor that have been delivered to the Borrower.

“Unused Facility Amount”: At any time, (a) the Facility Amount minus (b) the Advances Outstanding at such time.

“USA Patriot Act”: The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56.

“U.S. Government Securities Business Day”: Any day except for (i) a Saturday, (ii) a Sunday or (iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

“U.S. Person”: A “United States person” within the meaning of Section 7701(a)(30) of the Code.

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“U.S. Special Resolution Regime”: Each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

“U.S. Tax Compliance Certificate”: The meaning specified in Section 2.13(g).

“Value Adjustment Event”: With respect to any Loan, the occurrence of any one or more of the following events after the related Funding Date:

(a)The occurrence of any Credit Quality Deterioration Event;

(b)an Obligor default in respect of any payment of principal, interest or commitment or non-use fees under such Loan (after giving effect to all applicable cure periods, but in no event longer than five (5) Business Days) (including, in each case, by acceleration);

(c)any Obligor default has occurred for which the Borrower (or the agent or required lenders pursuant to the Underlying Instruments, as applicable) has elected to exercise any of its rights and remedies under the applicable Underlying Instruments in the case of default thereunder (including acceleration), or if acceleration has not occurred, sixty (60) days has elapsed since the occurrence of the Obligor default without such default being cured;

(d)the occurrence of a Material Modification with respect to such Loan;

(e)the occurrence of an Insolvency Event with respect to the applicable Obligor (except in the case of obligations with respect to a DIP Loan); or

(f)the failure by the applicable Obligor to deliver any financial statements (including audited and unaudited financial statements) as required by the Underlying Instruments, in each case, beyond any applicable grace or cure period, if any; provided that (i) with respect to quarterly reports (including unaudited financial statements) required by the Underlying Instruments, such date shall be no later than seventy-five (75) days after the end of the applicable fiscal quarter of such Obligor (provided that such date shall be extended to ninety (90) days for (x) any of the first four (4) fiscal quarters of the Obligor after the initial closing of the applicable Loan and (y) for any fiscal quarter in which there is any substantial acquisition or accounting change by the applicable Obligor), and (ii) with respect to annual reports (including audited financial statements) required by the Underlying Instruments, such date shall be no later than one hundred eighty-five (185) days after the end of the applicable fiscal year of such Obligor.

Notwithstanding the foregoing, if the circumstances giving rise to a Value Adjustment Event are cured, as determined by the Administrative Agent in its sole discretion, the Borrower may request that the Administrative Agent deem (which determination shall be made in the Administrative Agent’s sole discretion) that such Value Adjustment Event shall no longer be in effect for subsequent Accrual Periods after such Value Adjustment Event has been cured.

For the avoidance of doubt, an Eligible Loan shall not cease to be an Eligible Loan solely as a result of a reduction in Assigned Value pursuant to a Value Adjustment Event but will remain an Eligible Loan with the new Assigned Value.

“Warranty Loan”: Any Loan for which the Transferor becomes subject to an obligation under the Sale Agreement to repurchase or substitute such Loan.

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“Weighted Average Advance Rate”: As of any date of determination with respect to all Eligible Loans included in the Borrowing Base, the amount obtained by (x) summing the products obtained by multiplying:

The Advance Rate at such time applicable to each such Eligible Loan	X	The sum of (i) the aggregate Adjusted Borrowing Value of such Eligible Loan minus (ii) an amount equal to the Excess Concentration Amount attributable to such Eligible Loan

and dividing such sum by (y) the sum of (i) the aggregate Adjusted Borrowing Value of all Eligible Loans minus (ii) an amount equal to the Excess Concentration Amount as of such date; provided that if the Borrowing Base contains twelve (12) Eligible Loans or fewer, the Weighted Average Advance Rate shall not exceed 55.00%; provided, further, that for the purpose of determining the number of Eligible Loans for the purpose of the foregoing proviso, all Eligible Loans to a single Obligor shall be treated as one (1) Eligible Loan.

“Withdrawal Conditions”: The meaning specified in Section 2.9(e)(i).

“Withholding Agent”: Any Loan Party and the Administrative Agent, or the Collateral Custodian to the extent required by Applicable Law.

“Zero Coupon Obligation”: A debt obligation that does not bear interest for all or part of the period that it is outstanding or that provides for periodic payments in cash less frequently than semi-annually or that pays interest only at its stated maturity.

Section 1.2    Other Terms.

All accounting terms used but not specifically defined herein shall be construed in accordance with GAAP. All terms used in Article 9 of the UCC in the State of New York, and used but not specifically defined herein, are used herein as defined therein.

Section 1.3    Computation of Time Periods.

Unless otherwise stated in this Agreement, in the computation of a period of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding.”

Section 1.4    Interpretation.

In each Transaction Document, unless a contrary intention appears:

(a)the singular number includes the plural number and vice versa;

(b)reference to any Person includes such Person’s successors and assigns but, if applicable, only if such successors and assigns are permitted by the Transaction Documents;

(c)reference to any gender includes each other gender;

(d)reference to day or days without further qualification means calendar days;

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(e)reference to any time means New York, New York time;

(f)reference to any agreement (including any Transaction Document), document or instrument means such agreement, document or instrument as amended, modified, waived, supplemented, restated or replaced and in effect from time to time in accordance with the terms thereof and, if applicable, the terms of the other Transaction Documents, and reference to any promissory note includes any promissory note that is an extension or renewal thereof or a substitute or replacement therefor;

(g)reference to any Applicable Law means such Applicable Law as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect from time to time, including rules and regulations promulgated thereunder and reference to any Section or other provision of any Applicable Law means that provision of such Applicable Law from time to time in effect and constituting the substantive amendment, modification, codification, replacement or reenactment of such Section or other provision;

(h)reference to any delivery or transfer to the Collateral Custodian or the Document Custodian with respect to the Collateral in this Agreement means delivery or transfer to the Collateral Custodian or the Document Custodian for the benefit of the Administrative Agent on behalf of the Secured Parties;

(i)for the purposes of calculating the Borrowing Base and Availability (including whether any Borrowing Base Deficiency exists), the Excess Concentration Amount, the Minimum Credit Enhancement Amount, the Net Purchased Loan Balance, and for the purposes of any other calculation required hereunder, the effect of the acquisition or disposition of Loans and Permitted Investments shall be calculated on a settlement date basis;

(j)all calculations performed by the Administrative Agent hereunder or under any Transaction Document shall be binding on the parties hereto and shall be deemed to be accurate, absent manifest or demonstrable error;

(k)“including” means “including without limitation”;

(l)references herein to the knowledge or actual knowledge of a Person shall mean, except as explicitly provided herein, the actual knowledge following reasonable inquiry under the circumstances of a Responsible Officer of such Person;

(m)for purposes of this Agreement, an Event of Default shall be deemed to be continuing until it is waived in accordance with Section 9.1;

(n)any use of “material” or “materially” or words of similar meaning in this Agreement with respect to any Loan Party shall mean material, as determined by the Administrative Agent in its reasonable discretion;

(o)multiple Loans of the same type to a single Obligor shall be treated as a single Loan;

(p)unless otherwise expressly stated in this Agreement, if at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any covenant (including the computation of any financial covenant) set forth in this Agreement or any other Transaction Document, the Borrower and the Administrative Agent shall negotiate in good faith to amend such covenant to preserve the original intent in light of such change; provided that, until so amended, (i) such covenant shall continue to be computed in accordance with the application of GAAP prior to such change and (ii) the Borrower shall provide to the

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Administrative Agent a written reconciliation between calculations of such covenant made before and after giving effect to such change in GAAP;

(q)if any date for any required payment or the performance of any other terms or conditions of any Transaction Document falls due on a day which is not a Business Day, then such due date shall be deemed to be the immediately following Business Day;

(r)notwithstanding anything to the contrary contained herein, the Borrower, the Collateral Manager and the Fund may effect delivery to any party hereto of any notice, report, certificate or other documents required to be delivered by it hereunder by causing such to be posted in a password-protected data room, other than any notices provided under Section 2.2, 2.3, 2.14 or 3.2. Any information so delivered will be made available on a password protected basis to the parties entitled thereto under this Agreement. Posting pursuant to the preceding sentence shall constitute valid delivery of the information for all purposes of this Agreement; and

(s)the fees payable to the Collateral Custodian shall be calculated in arrears on each Payment Date in an amount equal to the greater of (A) the rate provided in the Collateral Custodian Fee Letter times the sum of (i) the aggregate principal balance of all Loans and (ii) the Aggregate Unfunded Exposure Amount, each as of the Determination Date immediately preceding such Payment Date and based on the actual number of days in the Accrual Period divided by 360 and (B) the quarterly minimum provided in the Collateral Custodian Fee Letter (and, for the avoidance of doubt, such amounts shall be in addition to the fees payable to the Document Custodian as set forth in the Collateral Custodian Fee Letter); provided, in no event shall the Administrative Agent be responsible for the calculation of or liable for any miscalculation of, in each case, any fees payable pursuant to the Collateral Custodian Fee Letter.

Section 1.5    Calculation of Borrowing Base.

In connection with amounts to be calculated for purposes of determining the Borrowing Base and generally preparing the Borrowing Base Certificate, all amounts shall be expressed in Dollars.

Section 1.6    Rates.

The Administrative Agent does not warrant or accept responsibility for, and shall not have any liability with respect to (a) the continuation of, administration of, submission of, calculation of or any other matter related to the Benchmark, any component definition thereof or rates referenced in the definition thereof or any alternative, successor or replacement rate thereto (including any Benchmark Replacement), including whether the composition or characteristics of any such alternative, successor or replacement rate (including any Benchmark Replacement) will be similar to, or produce the same value or economic equivalence of, or have the same volume or liquidity as, the Benchmark or any other Benchmark prior to its discontinuance or unavailability, or (b) the effect, implementation or composition of any Benchmark Replacement Conforming Changes. The Administrative Agent and its Affiliates or other related entities may engage in transactions that affect the calculation of the Benchmark, any alternative, successor or replacement rate (including any Benchmark Replacement) or any relevant adjustments thereto, in each case, in a manner adverse to the Borrower. Absent gross negligence or willful misconduct on its part, the Administrative Agent may select information sources or services in its reasonable discretion with reasonable care to ascertain the Benchmark pursuant to the terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses or expenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof) provided by any such information source or service selected by it with reasonable care.

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ARTICLE II

THE NOTES

Section 2.1    The Notes.

On the terms and conditions hereinafter set forth, the Borrower shall deliver, if requested by the Administrative Agent or any Lender, (i) on the Effective Date, to each requesting Lender at the applicable address set forth on Annex A to this Agreement, and (ii) on the effective date of any Joinder Supplement, to each additional Lender requesting a Note, at the address set forth in the applicable Joinder Supplement, a duly executed promissory note in substantially the form of Exhibit B (each a “Note”), dated as of the date of this Agreement or the effective date of such Joinder Supplement (as applicable), each in a face amount equal to the applicable Lender’s Commitment as of the Effective Date or the effective date of any Joinder Supplement, as applicable, and otherwise duly completed. Each Note shall evidence obligations in an amount equal, at any time, to the Advances Outstanding by such Lender under the applicable Note on such day.

Section 2.2    Procedures for Advances by the Lenders.

(a)Subject to the limitations set forth in this Section 2.2, the Borrower may, during the Revolving Period, request the Lenders to make advances of funds (each, a “Loan Advance”) by delivering to the Administrative Agent the information and documents set forth in this Section 2.2 at the applicable times provided herein. Upon receipt of such information and documents, the Administrative Agent will provide notification to the Lenders with respect thereto.

(b)With respect to Advances, no later than 2:00 p.m. (New York City time), one (1) Business Day (or such shorter period as permitted by the Administrative Agent in its sole discretion, but not later than 2:00 p.m. (New York City time) on the date of the proposed Funding Date), the Borrower shall deliver:

(i)to the Administrative Agent a wire disbursement and authorization form, to the extent not previously delivered; and

(ii)to the Administrative Agent and the Collateral Custodian a duly completed Funding Notice (including a duly completed Borrowing Base Certificate updated to the date such Advance is requested and giving pro forma effect to the Advance requested and the use of the proceeds thereof) which shall (a) specify the desired amount of such Advance, which amount shall not cause the Advances Outstanding to exceed the Availability and must be at least equal to $500,000 (or, in the case of any Advance to be applied to fund any draw under a Revolving Loan or Delayed Draw Loan, such lesser amount as may be required to fund such draw), to be allocated to each Lender in accordance with its Pro Rata Share, (b) specify the proposed Funding Date of such Advance, (c) specify the Benchmark, (d) specify the Loan(s) to be financed on such Funding Date (including the appropriate Obligor, Outstanding Balance, Assigned Value and Purchase Price for each Loan) and, with respect to any Revolving Loan or Delayed Draw Loan, the amount to be deposited in the Unfunded Exposure Account in connection with the acquisition of such Loan(s) pursuant to Section 2.9(e) and with respect to any Pre-Funded Loan, the amount to be deposited in the Pre-Funded Loan Account for the purpose of funding such Pre-Funded Loan pursuant to Section 2.9(f), (e) [reserved], and (f) include a representation that all conditions precedent for an Advance described in Article III hereof have been met (other than such condition precedent (i) subject to the

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judgment or satisfaction of the Administrative Agent or any Lender or (ii) otherwise waived). Each Funding Notice shall be irrevocable. If any Funding Notice is received by the Administrative Agent after 2:00 p.m. (New York City time) or on a day that is not a Business Day, such Funding Notice shall be deemed to be received by the Administrative Agent at 9:00 a.m. (New York City time) on the next Business Day.

(c)On the proposed Funding Date, subject to the limitations set forth in this Section 2.2 and upon satisfaction of the applicable conditions set forth in Article III:

(i)each Lender shall make available to the Administrative Agent in same day funds, by no later than 12:00 p.m. (New York City time), an amount equal to such Lender’s Pro Rata Share, of the least of (A) the amount requested by the Borrower for such Advance, (B) the aggregate unused Commitments then in effect and (C) the maximum amount that, after taking into account the proposed use of the proceeds of such Advance, could be advanced to the Borrower hereunder without causing the Advances Outstanding to exceed the Availability;

(ii)upon receipt of the amounts described in clause (i), the Administrative Agent shall promptly fund such amounts by wire transfer to the account designated by the Borrower in the applicable Funding Notice given pursuant to this Section 2.2; and

(iii)notwithstanding clauses (i) and (ii) of this Section 2.2(c) with respect to the funding of the initial Advance hereunder, the Lenders and the Administrative Agent may, at the option of the Borrower, net any fees and reimbursable expenses owing to it on the Effective Date (as set forth in the executed closing statement) from the amount funded by the Lenders to the Administrative Agent pursuant to clause (i) and/or the amount of such Advance funded by the Administrative Agent to the Borrower pursuant to clause (ii).

(d)On each Funding Date, the obligation of each Lender to remit its Pro Rata Share of any Loan Advance shall be several from that of each other Lender and the failure of any Lender to so make such amount available to the Borrower shall not relieve any other Lender of its obligation hereunder. Notwithstanding anything to the contrary herein, no Lender shall be obligated to make any Loan Advance on or after the earlier to occur of the Revolving Period End Date or the Termination Date except as provided in Section 2.2(e).

(e)Notwithstanding anything to the contrary herein, upon the occurrence of the earlier of (i) an Event of Default or (ii) the Revolving Period End Date, if the amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Exposure Amount, the Administrative Agent (x) may, in the case of the occurrence and during the continuance of an Event of Default or (y) shall in the case of the occurrence of the Revolving Period End Date, on behalf of the Borrower, request an Advance in the amount of such shortfall (the “Exposure Amount Shortfall”). Following receipt of such request, the Lenders shall fund such Exposure Amount Shortfall in accordance with Section 2.2(b), notwithstanding anything to the contrary herein (including the Borrower’s failure to satisfy any of the conditions precedent set forth in Section 3.2), except that no Lender shall make any Advance to the extent that, after giving effect to such Advance, the Advances Outstanding would exceed the Availability.

Section 2.3    Principal Repayments.

(a)The Borrower shall be entitled at its option, at any time, to repay the Advances Outstanding, in whole or in part, without any premium or penalty; provided that (i) the Borrower shall give prior written notice of such repayment substantially in the form of Exhibit

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A-2 to the Administrative Agent (with a copy to the Collateral Custodian) by at least (A) 12:00 p.m. (New York City time) on the date of such repayment and (ii) any repayment of Advances Outstanding (other than with respect to repayments of Advances Outstanding made by the Borrower to reduce a Borrowing Base Deficiency to zero) shall be in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof (other than any such partial repayment of Advances Outstanding which is funded (A) solely with proceeds from the repayment of a Revolving Loan or (B) solely with amounts otherwise distributable to the Borrower under Section 2.7(a)(16), Section 2.7(b)(6) or Section 2.8(11)). In connection with any such repayment of Advances Outstanding, the Borrower shall deliver to the Administrative Agent by 1:00 p.m. (New York City time) (1) instructions to repay such Advances Outstanding and (2) funds sufficient to repay such Advances Outstanding together with all accrued Interest, but only to the extent such accrued Interest is requested with such repayment by the applicable Lender; provided that, the Advances Outstanding will not be repaid unless sufficient funds have been remitted to pay all such amounts in the succeeding sentence in full. The Administrative Agent shall apply amounts received from the Borrower pursuant to this Section 2.3(a) to the pro rata repayment of the Advances Outstanding and to the payment of accrued Interest on the amount of the Advances Outstanding to be repaid. Any amount so repaid may, subject to the terms and conditions hereof, be reborrowed during the Revolving Period. Any Repayment Notice relating to any repayment pursuant to this Section 2.3(a) shall be irrevocable. Upon receipt of any notice or instructions from the Borrower pursuant to this Section 2.3(a), the Administrative Agent will provide notification to the Lenders with respect thereto. Any prepayment of Advances Outstanding under this Section 2.3(a) shall be applied first to the Advances that bear interest at the Base Rate, and then, ratably, to the Advances that bear interest at Daily Simple SOFR.

(b)Unless sooner prepaid pursuant to the terms hereof, the Advances Outstanding shall be repaid in full on the Termination Date or on such later date as is agreed to in writing by the Borrower, the Collateral Manager, the Administrative Agent and each of the Lenders.

(c)Commitment Reductions.

(i)Prior to the Revolving Period End Date, the Borrower shall have the right, on one (1) occasion, to permanently reduce all or a portion of the unfunded amount of the Commitments upon not less than five (5) Business Days’ (or such shorter period agreed to by the Administrative Agent) prior written notice to the Administrative Agent (with a copy to the Collateral Custodian) of any such reduction, which notice shall substantially be in the form of Exhibit A-10 and shall specify the effective date of such reduction. Such notice of reduction shall be effective only upon receipt and shall permanently reduce the Commitments of each Lender, pro rata, in the amount of the reduction and on the date specified in such notice; provided that no such reduction will reduce the Commitments below the Advances Outstanding at such time. Any notice of reduction delivered to Administrative Agent shall be irrevocable; provided that, any such notice that is conditioned upon the effectiveness of other transactions may be revoked or delayed by the Borrower if such other transactions fail to become effective.

(ii)The reduction of the Commitments pursuant to Section 2.3(c)(i) shall be permanent and in an amount not less than $10,000,000 and the Commitments, once reduced, shall not be reinstated. The reduction of the Commitments pursuant to this Section 2.3(c) shall be applied ratably among the Lenders in accordance with their respective Pro Rata Share. Simultaneously with the reduction of the Commitments pursuant to this Section 2.3(c), Borrower shall pay to the Lenders in accordance with their Pro Rata Share any applicable prepayment fee payable under the Transaction Documents in respect of the amount of the Commitments so reduced. Upon receipt of a

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notice of reduction from the Borrower pursuant to Section 2.3(c)(i), the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share of such reduction.

(iii)Except in the case of a reduction of all Commitments and repayment in full of all Advances Outstanding on the Termination Date, the Borrower will not reduce the Commitments if, after giving effect to such reduction, it would result in (x) an Unfunded Exposure Shortfall or (y) the Facility Amount being less than $100,000,000.

Section 2.4    Determination of Interest.

The Administrative Agent shall calculate and determine the Interest (including unpaid Interest related thereto, if any, due and payable on a prior Payment Date and the Benchmark) to be paid by the Borrower on each Payment Date for the related Accrual Period and shall advise the Collateral Manager thereof no later than the third Business Day prior to such Payment Date.

Section 2.5    Notations on Notes.

Each Lender is hereby authorized to enter on a schedule attached to the Note with respect to such Lender, as applicable, a notation (which may be computer generated) or to otherwise record in its internal books and records or computer system with respect to each Advance made by the applicable Lender of (a) the date and principal amount thereof and (b) each payment and repayment of principal thereof. Any such recordation shall, absent manifest or demonstrable error, constitute prima facie evidence of the Advances Outstanding, as applicable, under each such Note. The failure of any Lender to make any such notation on the schedule attached to the applicable Note shall not limit or otherwise affect the obligation of the Borrower to repay the Advances in accordance with the terms set forth herein.

Section 2.6    Reduction of Borrowing Base Deficiency.

Any Borrowing Base Deficiency may be reduced to zero by the Borrower taking one or more of the following actions, which after giving effect thereto, cause the aggregate Advances Outstanding to no longer exceed Availability at such time:

(i)posting cash collateral in Dollars to the Principal Collection Account;

(ii)repaying Advances Outstanding in accordance with Section 2.3(a);

(iii)posting additional Eligible Loans as Collateral; and

(iv)any transaction whereby the Borrower agrees to sell or transfer Loans pledged as Collateral hereunder in accordance with Section 2.14(c).

Section 2.7    Settlement Procedures.

(a)Interest Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct the Collateral Custodian (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Interest Collection Account to the extent of

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Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority:

(1)to the Borrower (or, at the Borrower’s election and with prior written notice to the Administrative Agent, to its direct or indirect equity holders), in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower, not to exceed $15,000 in the aggregate during any calendar year;

(2)first, to the Collateral Custodian, the Document Custodian and the Securities Intermediary, pro rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees, and second, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral permitted hereunder, amounts payable pursuant to this clause second not to exceed $75,000 in the aggregate during any calendar year;

(3)[reserved];

(4)(x) initially, to CIM Real Estate Finance Trust, Inc., and (y) after the resignation or removal of CIM Real Estate Finance Trust, Inc. (or any other Affiliate of any Loan Party) as the Collateral Manager, to the Collateral Manager (including, for the avoidance of doubt, the Replacement Collateral Manager, if applicable), to pay any accrued and unpaid Senior Collateral Manager Fees, or the Replacement Collateral Manager Fees, as applicable;

(5)to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities of the Administrative Agent set forth in the Transaction Documents;

(6)to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to (a) any accrued and unpaid Interest with respect to Advances made by such Lender, and (b) any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender);

(7)to the Administrative Agent, to be distributed pro rata to each Lender, in an amount equal to any prepayment premium then due and payable pursuant to the terms of the Fee Letter;

(8)if a Borrowing Base Deficiency exists, to the Administrative Agent to be distributed pro rata to each Lender to repay Advances, in an amount necessary to reduce the Borrowing Base Deficiency to zero;

(9)the Collateral Manager to pay out-of-pocket costs and expenses of the Collateral Manager not paid pursuant to clause (2) above;

(10)to the Administrative Agent, to be distributed to the affected Lenders, any amounts accrued and unpaid in respect of Increased Costs and Taxes;

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(11)to the Administrative Agent, to be distributed to the Administrative Agent and each applicable Lender, to pay all other Administrative Expenses of the Administrative Agent and the Lenders, as applicable;

(12)(a) during the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause all amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Equity Amount, or (b) after the Revolving Period, to fund the Unfunded Exposure Account in an amount necessary to cause the amounts in the Unfunded Exposure Account to equal the Aggregate Unfunded Exposure Amount;

(13)first, to the Collateral Custodian or the Secured Parties, and second, to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender or the Indemnified Parties, as applicable, all other amounts then due and owing, including any unpaid Administrative Expenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, Increased Costs, Taxes, and indemnities, but other than the principal of Advances Outstanding, then due under this Agreement;

(14)to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees;

(15)to be distributed at the discretion of the Collateral Manager (i) during the Revolving Period, to the Principal Collection Account to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement, (ii) to repay the Advances Outstanding or (iii) to reimburse the Collateral Manager for any unreimbursed amounts paid by the Collateral Manager on the Borrower’s behalf pursuant to this Agreement, to the extent not otherwise reimbursed hereunder; and

(16)any remaining amounts shall be distributed (i) if a Default has occurred and is continuing, to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.

(b)Principal Collections. On each Payment Date, so long as no Event of Default has occurred and is continuing, the Collateral Manager shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report (and the Collateral Custodian shall make payment from the Principal Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report) to the following Persons, the following amounts in the following order of priority:

(1)to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (1) through (8) thereof;

(2)during the Revolving Period, to the Principal Collection Account, to be distributed at the discretion of the Collateral Manager (i) to be used with respect to any Reinvestment of Principal Collections and the acquisition of Loans as permitted by this Agreement or (ii) to repay the Advances Outstanding;

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(3)to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clause (9) thereof;

(4)after the Revolving Period End Date, to the Administrative Agent to be distributed pro rata to the Lenders to repay the Advances until paid in full; and

(5)to the extent not paid pursuant to Section 2.7(a), to the applicable Person, in the order of priority set forth in Section 2.7(a), such amounts payable pursuant to clauses (10) through (15) thereof; and

(6)any remaining amounts shall be distributed (i) if (x) a Default has occurred and is continuing or (y) there is a Borrowing Base Deficiency (recalculated as of such date), to the Interest Collection Account, or (ii) otherwise, to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.

Section 2.8    Alternate Settlement Procedures.

On each Business Day (a) following the occurrence of and during the continuation of an Event of Default or (b) following the declaration of the occurrence, or the deemed occurrence, as applicable, of the Termination Date pursuant to Section 8.2(a), the Collateral Manager (or, after delivery of a Notice of Exclusive Control, the Administrative Agent) shall direct (which direction shall be deemed given upon receipt by the Collateral Custodian of the related Payment Date Report) the Collateral Custodian to pay pursuant to the latest Payment Date Report or such other direction as may be timely given by the Administrative Agent (and the Collateral Custodian shall make payment from the Collection Account to the extent of Available Funds, in reliance on the information set forth in such Payment Date Report or such other direction) to the following Persons, the following amounts in the following order of priority:

(1)to the Borrower, in respect of Taxes (but excluding all Taxes imposed on net income), registration and filing fees then due and owing by the Borrower (or its direct and indirect equity holders) that are attributable solely to the operations of the Borrower; provided that amounts payable with respect to Taxes, registration and filing fees pursuant to this clause (1) during any one (1) year shall not, individually or in the aggregate, exceed $15,000;

(2)first, to the Collateral Custodian, the Document Custodian and the Securities Intermediary pro, rata, in an amount equal to any accrued and unpaid Collateral Custodian Fees, second, to the Collateral Manager, in an amount equal to all reasonable and necessary out-of-pocket costs and expenses of the Collateral Manager incurred in connection with any sale of Collateral, amounts payable pursuant to this clause second not to exceed $75,000 in the aggregate during any calendar year;

(3)[reserved];

(4)(x) initially, to CIM Real Estate Finance Trust, Inc., and (y) after the resignation or removal of CIM Real Estate Finance Trust, Inc. (or any other Affiliate of any Loan Party) as the Collateral Manager, to the Collateral Manager (including, for the avoidance of doubt, the Replacement Collateral Manager, if applicable), to pay any accrued and unpaid Senior Collateral Manager Fees, or the Replacement Collateral Manager Fees, as applicable;

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(5)to the Administrative Agent, in an amount equal to any accrued and unpaid fees, expenses and indemnities set forth in the Transaction Documents;

(6)to the Administrative Agent to be distributed pro rata to each Lender, in an amount equal to any accrued and unpaid Non-Usage Fee (such Non-Usage Fee to be allocated based on the unused Commitment of each Lender);

(7)to the Administrative Agent to be distributed pro rata to each Lender any accrued and unpaid Interest with respect to Advances made by such Lender;

(8)to the Administrative Agent to be distributed pro rata to the Lenders to repay the principal on the Advances Outstanding of such Lenders;

(9)first, to the Collateral Custodian, the Document Custodian, the Securities Intermediary or the Secured Parties, second, to the Administrative Agent to be distributed to the Administrative Agent, any applicable Lender or the Indemnified Parties, as applicable, all other fees and amounts, including any unpaid Administrative Expenses or Collateral Custodian Fees, any amounts accrued and unpaid under the Fee Letter, Increased Costs, Taxes, and indemnities, but other than the principal of Advances Outstanding, then due under this Agreement;

(10)to the Collateral Manager, to pay any accrued and unpaid Subordinated Collateral Manager Fees; and

(11)to the extent the Obligations have been paid in full, any remaining amounts shall be distributed to the Borrower, which amounts may be used by the Borrower to make Restricted Payments or for any other purpose permitted hereunder.

Section 2.9    Collections and Allocations.

(a)Collections. The Collateral Manager shall promptly identify any Collections received as being on account of Interest Collections or Principal Collections and shall transfer, or cause to be transferred, all Collections received directly by it to the appropriate Account within two (2) Business Days after such Collections are received in accordance with Section 5.1(f). Upon the transfer of Collections to the relevant Account, the Collateral Manager shall segregate Principal Collections and Interest Collections and direct the transfer of the same in accordance with Section 5.1(f).

(b)Excluded Amounts. The Collateral Manager may withdraw from the Collection Account any deposits thereto constituting Excluded Amounts, provided that the Collateral Manager shall, concurrently with such withdrawal, deliver to the Administrative Agent and each Lender a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent.

(c)Initial Deposits. On the Funding Date with respect to any Loan, the Collateral Manager will deposit into the Collection Account all Collections, if any, received on

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or before such Funding Date in respect of Loans being transferred to and included as part of the Collateral on such date.

(d)Investment of Funds. Until the occurrence and continuance of an Event of Default, to the extent there are uninvested amounts deposited in the Collection Account, all such amounts shall be invested in Permitted Investments selected by the Collateral Manager on each Payment Date (or pursuant to standing instructions provided by the Collateral Manager); provided that, from and after the occurrence and continuance of an Event of Default, to the extent there are uninvested amounts in the Collection Account, all such amounts may be invested in Permitted Investments selected by the Administrative Agent (which may be standing instructions). All earnings (net of losses and investment expenses) thereon shall be retained or deposited into the applicable Collection Account and shall be applied on each Payment Date pursuant to the provisions of Section 2.7 and Section 2.8 (as applicable).

(e)Unfunded Exposure Account.

(i)The Borrower shall not acquire any Delayed Draw Loan or Revolving Loan unless, in each case, immediately after giving effect to such acquisition or issuance, the Borrower shall deposit an amount equal to the Required Funding Amount with respect to such Delayed Draw Loan or Revolving Loan, as applicable, into the Unfunded Exposure Account. Subject to the satisfaction of the Withdrawal Conditions (which conditions shall be deemed certified upon delivery by the Borrower on its behalf of any instruction or direction to the Collateral Custodian to withdraw amounts on deposit in the Unfunded Exposure Account), amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower (x) to fund any draw requests of the relevant Obligors under any Revolving Loan or Delayed Draw Loan or (y) to make a deposit into the Principal Collection Account. Any such withdrawal will be subject to the following conditions (the “Withdrawal Conditions”):

(1)after giving effect to any such withdrawal under clause (x) above, no Borrowing Base Deficiency exists; and

(2)after giving effect to any such withdrawal under clause (x) or (y) above, the aggregate amount on deposit in the Unfunded Exposure Account is equal to or greater than the aggregate Required Funding Amount with respect to all Loans included in the Collateral.

(ii)Any draw request made by an Obligor under a Revolving Loan or Delayed Draw Loan, along with wiring instructions for the applicable Obligor, shall be forwarded by the Borrower to the Collateral Custodian (with a copy to the Administrative Agent) along with an instruction to the Collateral Custodian to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied (which conditions shall be deemed certified upon delivery by the Borrower of any instruction or direction to the Collateral Custodian to withdraw amounts on deposit in the Unfunded Exposure Account), and the Collateral Custodian shall fund such draw request in accordance with such instructions from the Borrower.

(iii)If the Borrower shall receive any Principal Collections from an Obligor with respect to a Revolving Loan and, as of the date of such receipt (and after taking into account such repayment), the aggregate amount on deposit in the Unfunded Exposure Account is less than the aggregate Required Funding Amount with respect to all Loans included in the Collateral (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”), the Collateral Custodian shall deposit into the Unfunded Exposure Account an amount of such Principal Collections equal to the lesser of (a) the

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aggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall as directed by the Borrower (or Collateral Manager on its behalf).

(f)Pre-Funded Loan Account. The Borrower may withdraw funds on deposit in the Pre-Funded Loan Account to fund Pre-Funded Loans (which amounts, for the avoidance of doubt, may initially be funded to the administrative agents under such Pre-Funded Loans); provided that (i) no funds shall be disbursed from the Pre-Funded Loan Account prior to the closing date of the applicable Eligible Loan, (ii) any Disbursement Request shall identify the Eligible Loan to be acquired by the Borrower and shall include wiring instructions with respect to the Pre-Funded Loan, and such Disbursement Request shall be forwarded by the Collateral Manager to the Collateral Custodian and the Administrative Agent (with a copy to the Document Custodian) no later than 3:00 p.m. (New York City time) on the applicable disbursement date (or in the case of a Pre-Funded Loan denominated other than in Dollars, no later than 10:00 a.m. (New York City time) one (1) Business Day prior to the applicable disbursement date (or such later time as agreed by the Collateral Custodian in its sole discretion)), and the Borrower or the Collateral Manager shall instruct the Collateral Custodian to fund such draw request in accordance with such Disbursement Request, and (iii) the Borrower or the Collateral Manager shall have deposited in the Pre-Funded Loan Account (and, for the avoidance of doubt, such funds shall at such time remain in the Pre-Funded Loan Account) an amount equal to (x) the aggregate consideration to be paid by the Borrower for the acquisition of such Pre-Funded Loan minus (y) the aggregate amount of the Loan Advances then on deposit in the Pre-Funded Loan Account in respect of such Pre-Funded Loan and (iv) no Event of Default has occurred before or after giving effect to such disbursement of proceeds from the Pre-Funded Loan Account. Upon the satisfaction of the applicable conditions set forth in this Section 2.9(f) (as certified by the Borrower and the Collateral Manager to the Administrative Agent and the Collateral Custodian), the Collateral Custodian will release funds from the Pre-Funded Loan Account to the Borrower (or as specified in the Disbursement Request) in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount on deposit in the Pre-Funded Loan Account on such day. At any time, the Borrower or the Collateral Manager (or, after delivery of Notice of Exclusive Control, the Administrative Agent) may, and in the case that such amounts are the proceeds of Loan Advances that remain on deposit for longer than three (3) Business Days, upon the direction of the Administrative Agent in its sole discretion, shall, cause any amounts on deposit in the Pre-Funded Loan Account (x) that are the proceeds of Loan Advances to be applied to repay such Loan Advances and (y) that were funded to the Pre-Funded Loan Account by the Borrower, the Fund or their Affiliates in respect of a Pre-Funded Loan the acquisition of which was not consummated by the Borrower in such three (3) Business Day period to be disbursed at the discretion of the Borrower.

(g)Notwithstanding anything herein to the contrary, the Fund may from time to time, but shall not be required to, in its sole discretion (x) deposit amounts into the Principal Collection Account and/or (y) transfer Cash, cash equivalents or Loans as equity contributions to the Borrower.

Section 2.10    Payments, Computations, Etc.

(a)Unless otherwise expressly provided herein, all amounts to be paid or deposited by the Borrower or the Collateral Manager to the Administrative Agent or the other Secured Parties hereunder shall be paid or deposited in accordance with the terms hereof no later than 1:00 p.m. (New York City time) on the day when due in lawful money of the United States in immediately available funds and any amount not received before such time shall be deemed received on the next Business Day. The Borrower or the Collateral Manager, as applicable, shall, to the extent permitted by law, pay to the Secured Parties interest on all amounts not paid or deposited when due hereunder (after giving effect to all grace periods) at the Interest Rate applicable during an Event of Default, payable on demand; provided that such interest rate shall

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not at any time exceed the maximum rate permitted by Applicable Law. Such interest shall be for the account of the applicable Secured Party. All computations of interest and other fees hereunder shall be made on the basis of a year consisting of 360 days (other than calculations with respect to the Base Rate, which shall be based on a year consisting of 365 or 366 days) for the actual number of days elapsed.

(b)Whenever any payment hereunder shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of the payment of Interest or any fee payable hereunder, as the case may be. To the extent that Available Funds are insufficient on any Payment Date to satisfy the full amount of any Increased Costs pursuant to Section 2.12, such unpaid amounts shall remain due and owing and shall accrue interest at the Interest Rate until repaid in full.

(c)If any Advance requested by the Borrower is not effectuated as a result of the Borrower’s actions or failure to fulfill any condition under Section 3.2 applicable to the Borrower, as the case may be, on the date specified therefor, the Borrower shall indemnify the applicable Lender against any reasonable loss, cost or expense incurred by the applicable Lender, to the extent reasonable and documented (other than lost profits and any such loss, cost or expenses due to the gross negligence, bad faith, fraud or willful misconduct of any Lender (as determined by a court of competent jurisdiction in a final, non-appealable judgment)), including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by the applicable Lender to fund or maintain such Advance. Any such Lender shall provide to the Borrower documentation setting forth the amounts of any loss, cost or expense referred to in the previous sentence.

(d)If at any time after the Effective Date, the Advances Outstanding hereunder are not allocated among the Lenders in accordance with their respective Pro Rata Shares, the Lenders agree to make such purchases and sales of interests in the Advances Outstanding between themselves so that each Lender is then holding its relevant Pro Rata Share of Advances Outstanding based on their Commitments at such time (such purchases and sales shall be arranged through the Administrative Agent and each Lender hereby agrees to execute such further instruments and documents, if any, as the Administrative Agent may reasonably request in connection therewith), with all subsequent extensions of credit under this Agreement to be made in accordance with the respective Pro Rata Shares, of the Lenders from time to time party to this Agreement as provided herein.

(e)In the event the Collateral Custodian receives instructions from the Collateral Manager or the Borrower which conflict with any instruction received by the Administrative Agent, the Collateral Custodian shall rely on and follow the instructions given by the Administrative Agent.

(f)The Collateral Manager shall instruct the Collateral Custodian, no later than the Determination Date immediately preceding each Payment Date, to convert amounts on deposit in the applicable Collection Account from an Approved Foreign Currency into Dollars to the extent necessary to make the payments contemplated hereunder on the related Payment Date (as determined by the Collateral Manager using the Applicable Conversion Rate). All risks and expenses incident to such conversion are the responsibility of the Borrower, and the Collateral Custodian shall have (x) no responsibility for fluctuations in exchange rates affecting any Collections or conversion thereof and (y) to the extent it complies with the instructions provided by the Collateral Manager, no liability for any losses incurred or resulting from the rates obtained in such foreign exchange transactions.

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Section 2.11    Fees.

(a)The Collateral Custodian shall be entitled to receive the Collateral Custodian Fee in accordance with Sections 2.7 and 2.8, as applicable.

(b)On each Payment Date during the Revolving Period and, if applicable, the Payment Date immediately after the Revolving Period End Date, the Borrower shall pay to the Administrative Agent, for the benefit of the Lenders, the allocated portion (based on the unused Commitment of each Lender) of the Non-Usage Fee.

(c)In the event that, prior to the date that is twelve (12) months after the Effective Date, the Borrower reduces or terminates all or a portion of the Commitments (including as a result of the termination of this Agreement), the Borrower shall pay to the Administrative Agent on the date of such reduction or termination of the Commitments, for the ratable account of each applicable Lender, a prepayment premium of 1.00% of the amount of such reduction or termination of the Commitments. The foregoing fee is deemed fully earned when required to be paid and shall be nonrefundable when paid.

Section 2.12    Increased Costs; Capital Adequacy; Illegality.

(a)If either (i) the introduction of or any change (including any change by way of imposition or increase of reserve requirements) in or in the interpretation of any Applicable Law or (ii) the compliance by the Administrative Agent or any Lender with any guideline or request from any central bank or other Governmental Authority having jurisdiction over the Administrative Agent or such Lender (whether or not having the force of law), shall (a) subject the Administrative Agent or any Lender to any Tax or increased Tax of any kind whatsoever (other than (A) Indemnified Taxes that are covered under Section 2.13(a), (B) Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and (C) Connection Income Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves, other liabilities or capital attributable thereto or otherwise with respect to this Agreement, (b) impose, modify or deem applicable any reserve requirement (including any reserve requirement imposed by the Board of Governors of the Federal Reserve System, but excluding any reserve requirement, if any, included in the determination of Interest), special deposit or similar requirement against assets of, deposits with or for the amount of, or credit extended by, any Lender or (c) impose any other condition affecting the Administrative Agent’s or any Lender’s rights hereunder or under any other Transaction Document, the result of which is to increase the cost to the Administrative Agent or any Lender or to reduce the amount of any sum received or receivable by the Administrative Agent or any Lender under this Agreement or under any other Transaction Document, and in each case the Administrative Agent or such Lender has made a similar determination with respect to other facilities similarly situated other than for the reason of identifiable legal differences between such facilities, then on the Payment Date following the tenth (10th) Business Day after demand by the Administrative Agent or such Lender (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), and in any case the Borrower shall pay directly to the Administrative Agent or such Lender such additional amount or amounts as will compensate the Administrative Agent or such Lender for such additional or increased cost incurred or such reduction suffered (it being understood and agreed that to the extent there are not amounts available therefor on any Payment Date, such amounts shall be payable to the Administrative Agent or such Lender on the next Payment Date on which amounts therefor are available).

(b)If either (i) the introduction of or any change in or in the interpretation of any law, guideline, rule, regulation, directive or request or (ii) compliance by the Administrative Agent or any Lender with any law, guideline, rule, regulation, directive or request from any central bank or other Governmental Authority or agency having jurisdiction over the

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Administrative Agent or such Lender (whether or not having the force of law), including compliance by the Administrative Agent or any Lender with any request or directive regarding capital adequacy has the effect of reducing the rate of return on the capital of the Administrative Agent or any Lender as a consequence of its obligations hereunder or arising in connection herewith to a level below that which the Administrative Agent or any such Lender could have achieved but for such introduction, change or compliance (taking into consideration the policies of the Administrative Agent or such Lender with respect to capital adequacy) by an amount deemed by the Administrative Agent or such Lender in good faith to be material, and in each case the Administrative Agent or such Lender has made a similar determination with respect to other facilities similarly situated other than for the reason of identifiable legal differences between such facilities, then from time to time, on the Payment Date following the tenth (10th) Business Day after demand by the Administrative Agent or such Lender (which demand shall be accompanied by a statement setting forth in reasonable detail the basis for such demand), the Borrower shall pay directly to the Administrative Agent or such Lender such additional amount or amounts as will compensate the Administrative Agent or such Lender for such reduction (it being understood and agreed that to the extent there are not amounts available therefor on any Payment Date, such amounts shall be payable to the Administrative Agent or such Lender on the next Payment Date on which amounts therefor are available); provided that notwithstanding anything in this Section 2.12(b) to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “change in law” for the purposes of clause (i) above, regardless of the date enacted, adopted or issued. If the issuance of any amendment or supplement to Interpretation No. 46 or to Statement of Financial Accounting Standards No. 140 by the Financial Accounting Standards Board or any other change in accounting standards, including GAAP, or the issuance of any other pronouncement, release or interpretation, causes or requires the consolidation of all or a portion of the assets and liabilities of the Transferor, the Borrower or any Secured Party with the assets and liabilities of the Administrative Agent or any Lender or shall otherwise impose any loss, cost, expense, reduction of return on capital or other loss, such event shall constitute a circumstance on which the Administrative Agent or such Lender may base a claim for reimbursement under this Section 2.12.

(c)If as a result of any event or circumstance described in clause (a) or (b) of this Section 2.12, the Administrative Agent or any Lender is required to compensate a bank or other financial institution providing liquidity support, credit enhancement or other similar support to the Administrative Agent or such Lender in connection with this Agreement or the funding or maintenance of Advances hereunder (and the Administrative Agent or such Lender, as applicable, is required to compensate such banks or other financial institutions or similarly situated banks or other financial institutions under other facilities similarly situated other than for the reason of identifiable legal differences between such facilities), then within twenty-two (22) days after demand by the Administrative Agent or such Lender (which demand shall be accompanied by a statement setting forth the basis for such demand), the Borrower shall pay to the Administrative Agent or such Lender such additional amount or amounts as may be necessary to reimburse the Administrative Agent or such Lender for any amounts payable or paid by it (it being understood and agreed that to the extent there are not amounts available therefor on any Payment Date, such amounts shall be payable to the Administrative Agent or such Lender on the next Payment Date on which amounts therefor are available).

(d)In determining any amount provided for in this Section 2.12, the Administrative Agent or any applicable Lender may use any reasonable averaging and attribution methods. The Administrative Agent or any Lender making a claim under this Section 2.12 shall submit to the Collateral Manager a written description as to such additional or increased cost or

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reduction and the calculation thereof, which written description shall be conclusive absent manifest or demonstrable error. In determining any amount provided for in this Section 2.12, the Administrative Agent or the applicable Lender will act reasonably and in good faith.

(e)If a Disruption Event with respect to any Lender occurred, such Lender shall in turn so notify the Borrower, whereupon all Advances Outstanding of the affected Lender in respect of which Interest accrues at the Benchmark shall immediately be converted into Advances Outstanding in respect of which Interest accrues at the Base Rate.

(f)Failure or delay on the part of the Administrative Agent or any Lender to demand compensation pursuant to this Section 2.12 shall not constitute a waiver of the Administrative Agent’s or such Lender’s right to demand or receive such compensation. Notwithstanding anything to the contrary in this Section 2.12, the Borrower shall not be required to compensate the Administrative Agent or any Lender pursuant to this Section 2.12 for any amounts incurred or reductions suffered more than six (6) months prior to the date that the Administrative Agent or such Lender notifies the Borrower of the Administrative Agent’s or such Lender’s intention to claim compensation therefor; provided that, if the circumstances giving rise to such claim have a retroactive effect, then such six (6) month period shall be extended to include the period of such retroactive effect.

(g)Each Lender agrees that it will take such commercially reasonable actions as the Borrower may reasonably request that will avoid the need to pay, or reduce the amount of, any increased amounts referred to in this Section 2.12 or Section 2.13; provided that no Lender shall be obligated to take any actions that would, in the reasonable opinion of such Lender, be materially disadvantageous to such Lender. In no event will the Borrower be responsible for increased amounts referred to in this Section 2.12 which relates to any other entities to which any Lender provides financing.

(h)The payment of amounts under this Section 2.12 shall be on an after-Tax basis.

(i)Neither the Administrative Agent nor Lender shall exercise rights to recover Increased Costs pursuant to this Section 2.12 in a manner that is less favorable to Borrower than the Administrative Agent’s or such Lender’s exercise of such rights with respect to borrowers that are similarly situated to the Borrower.

(j)Other than with respect to a Benchmark Transition Event (for which reference is made to Section 11.18), if the Administrative Agent reasonably determines (which determination shall be conclusive and binding absent manifest or demonstrable error) that “Daily Simple SOFR” cannot be determined pursuant to the definition thereof, the Administrative Agent will promptly so notify the Borrower and each Lender. Upon notice thereof by the Administrative Agent to the Borrower, the Borrower may revoke any request for an Advance bearing interest at the applicable Benchmark that cannot be determined pursuant to the foregoing sentence and, failing that, all Advances and all Advances Outstanding shall bear interest at the Base Rate plus the Applicable Spread, in each case, computed as otherwise described herein until the Administrative Agent revokes such notice(s); provided, however, the Administrative Agent may, in consultation with the Borrower and the applicable Lender, establish an alternative interest rate with respect to such Advances during the pendency of such period.

(k)If any Lender determines that any applicable law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable lending office to make, maintain or fund Advances whose interest is determined by reference to Daily Simple SOFR, or to determine to charge interest rates based upon Daily Simple SOFR, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent),

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any obligation of such Lender to make or continue Advances that bear interest at Daily Simple SOFR, shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrower shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay (pursuant to Section 2.3(a)) without any penalty, fee or premium or, if applicable, convert all Advances that bear interest at Daily Simple SOFR, of such Lender to Advances that bear interest at the Base Rate, on the Payment Date therefor, if such Lender may lawfully continue to maintain such Advances that bear interest at Daily Simple SOFR, to such day, or immediately, if such Lender may not lawfully continue to maintain such Advances that bear interest at Daily Simple SOFR; provided, however, the Administrative Agent may, in consultation with the Borrower and the applicable Lender, establish an alternative interest rate with respect to such Advances during the pendency of such period.

Section 2.13    Taxes.

(a)Defined Terms. For purposes of this Section 2.13, the term “Applicable Law” includes FATCA.

(b)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower under this Agreement or any Transaction Documents shall be made without deduction or withholding for any Taxes, except as required by Applicable Law. If any Applicable Law (as determined in the good faith discretion of an applicable Withholding Agent) requires the deduction or withholding of any Tax from any such payment by a Withholding Agent, then (i) the applicable Withholding Agent shall be entitled to make such deduction or withholding, (ii) the applicable Withholding Agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority in accordance with Applicable Law, and (iii) if such Tax is an Indemnified Tax, then the sum payable by the Borrower shall be increased as necessary so that after such deduction or withholding has been made (including such deductions and withholdings applicable to additional sums payable under this Section 2.13) the applicable Secured Party receives an amount equal to the sum it would have received had no such deduction or withholding been made.

(c)Payment of Other Taxes by the Borrower. The Borrower shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(d)Indemnification by the Borrower. The Borrower shall indemnify each applicable Secured Party, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.13) payable or paid by such Secured Party or required to be withheld or deducted from a payment to such Secured Party and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Secured Party (with a copy to the Administrative Agent), or by the Administrative Agent on its own behalf or on behalf of a Secured Party, shall be conclusive absent manifest error.

(e)Indemnification by the Lenders. Each Lender shall severally indemnify the Administrative Agent, within ten (10) days after demand therefor, for (x) any Indemnified Taxes attributable to such Lender (but only to the extent that the Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the Borrower to do so), (y) any Taxes attributable to such Lender’s failure to comply with the provisions of Section 11.16(b) relating to the maintenance of a Participant Register and (z) any Excluded Taxes attributable to such Lender, in each case, that are payable or

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paid by the Administrative Agent in connection with any Transaction Document, and any reasonable expenses arising therefrom or with respect thereto, whether or not such Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to any Lender by the Administrative Agent shall be conclusive absent manifest error. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Transaction Document or otherwise payable by the Administrative Agent to the Lender from any other source against any amount due to the Administrative Agent under this Section 2.13(e).

(f)Evidence of Payments. As soon as practicable after any payment of Taxes by the Borrower to a Governmental Authority pursuant to this Section 2.13, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(g)Status of Lenders.

(i)Any Secured Party that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Transaction Document shall deliver to the Borrower and the Administrative Agent, at the time or times reasonably requested by the Borrower or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower or the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition, any Secured Party, if reasonably requested by the Borrower or the Administrative Agent, shall deliver such other documentation prescribed by Applicable Law or reasonably requested by the Borrower or the Administrative Agent as will enable the Borrower or the Administrative Agent to determine whether or not such Secured Party is subject to backup withholding or information reporting requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such documentation (other than such documentation set forth in Sections 2.13(g)(ii)(1), (ii)(2) and (ii)(4) below) shall not be required if in the Secured Party’s reasonable judgment such completion, execution or submission would subject such Secured Party to any material unreimbursed cost or expense or would materially prejudice the legal or commercial position of such Secured Party.

(ii)in the case of a Secured Party that is a U.S. Person, a complete and executed IRS Form W-9 (or any successor forms thereto); or

(1)any Lender that is a U.S. Person shall deliver to the Borrower and the Administrative Agent on or prior to the date on which such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding tax;

(2)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), whichever of the following is applicable:

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a.in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Transaction Document, executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Transaction Document, IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

b.executed copies of IRS Form W-8ECI;

c.in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit I-1 to the effect that such Foreign Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of the Borrower within the meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” related to the Borrower described in Section 881(c)(3)(C) of the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable; or

d.to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W-8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-2 or Exhibit I-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit I-4 on behalf of each such direct and indirect partner;

(3)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower and the Administrative Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), executed copies of any other form prescribed by Applicable Law as a basis for claiming exemption from or a reduction in U.S. federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower or the Administrative Agent to determine the withholding or deduction required to be made; and

(4)if a payment made to a Secured Party under any Transaction Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Secured Party were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b)

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or 1472(b) of the Code, as applicable), such Secured Party shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by Applicable Law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Secured Party has complied with such Secured Party’s obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this Section 2.13(g)(ii)(4), “FATCA” shall include any amendments made to FATCA after the Effective Date.

Each Secured Party agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it shall update such form or certification or promptly notify the Borrower and the Administrative Agent in writing of its legal inability to do so.

(h)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.13 (including by the payment of additional amounts pursuant to this Section 2.13), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by the indemnifying party under this Section 2.13 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this Section 2.13(h) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this Section 2.13(h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this Section 2.13(h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This Section 2.13(h) shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

(i)Survival. Each party’s obligations under this Section 2.13 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and Advances and the repayment, satisfaction or discharge of all obligations under any Transaction Document.

Section 2.14    Reinvestment; Discretionary Sales, Substitutions and Repurchases of Loans.

(a)Reinvestment. On the terms and conditions hereinafter set forth as certified in writing to the Administrative Agent and the Collateral Custodian, on any date prior to the Revolving Period End Date (in the case of clause (i) below) (or, if the Borrower provides a commercially standard loan trade ticket to the Administrative Agent (or other evidence of firm commitment for secondary market purchases acceptable to the Administrative Agent in its commercially reasonable discretion) at least thirty (30) days prior to the Revolving Period End Date obligating the Borrower to purchase a Loan, up to sixty (60) days thereafter as necessary to

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settle such Loan) or the Termination Date (in the case of clause (ii) below), and without limiting the provisions of Section 2.7 on each Payment Date, the Borrower may withdraw funds on deposit in the Principal Collection Account for the following purposes:

(i)to reinvest such funds in Loans to be pledged hereunder (a “Reinvestment”), so long as (1) all applicable conditions precedent set forth in Section 3.2 have been satisfied (or waived by the Administrative Agent), (2) each Loan acquired by the Borrower in connection with such reinvestment shall be an Eligible Loan, (3) unless the funds that are being withdrawn from the Principal Collection Account were deposited by the Fund as an equity contribution within the preceding two days, no Event of Default has occurred and is continuing and, immediately after giving effect to such Reinvestment, no Default or Event of Default shall have occurred, and (4) immediately after giving effect to such Reinvestment, there shall not exist a Borrowing Base Deficiency; provided that, notwithstanding anything to the contrary set forth in Section 3.2, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to such Reinvestment, the Borrower may effect a Reinvestment so long as, immediately after giving effect to such Reinvestment and any other sale or transfer or other action taken in accordance with Section 2.6 substantially contemporaneous therewith, (x) the Borrowing Base Deficiency is reduced to zero Dollars ($0) or (y) such Reinvestment is otherwise approved by the Administrative Agent in its sole discretion; or

(ii)to make payments in respect of the Advances Outstanding at such time in accordance with and subject to the terms of Section 2.3.

Upon the satisfaction of the applicable conditions set forth in Section 2.14(a) (as certified by the Borrower to the Administrative Agent and the Collateral Custodian, and as acknowledged by the Administrative Agent to the Collateral Custodian), the Collateral Custodian will release funds from the Principal Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount on deposit in the Principal Collection Account on such day.

(b)Substitutions. The Borrower may, subject to clauses (e) and (f) below, replace any Loan with another Loan (each such sale and reinvestment, a “Substitution”) so long as (i) each substitute Loan acquired by the Borrower in connection with a Substitution shall be an Eligible Loan, (ii) all applicable conditions precedent set forth in Section 3.2 have been satisfied (or waived by the Administrative Agent in its sole discretion) with respect to each Loan to be acquired by the Borrower in connection with such Substitution and (iii) from and after the Revolving Period End Date, the cash principal payment schedule with respect to any substitute Loan acquired by the Borrower in connection with a Substitution shall be substantially similar to the Loan sold or otherwise transferred in connection with such Substitution.

(c)Discretionary Sales. During the Revolving Period, upon notice by the Borrower, unless waived by the Administrative Agent, (with a copy to the Collateral Custodian), the Borrower shall be permitted, subject to clauses (e) and (f) below, to sell Loans (or portions thereof, each, a “Discretionary Sale”); provided that the Borrower shall make a deposit in the Collection Account in immediately available funds in an amount equal to the net cash price received by the Borrower pursuant to any Discretionary Sale promptly upon the Borrower’s receipt of such cash price.

(d)Repurchase or Substitution of Warranty Loans. Not later than five (5) Business Days following the earlier of (i) knowledge by the Borrower or the Collateral Manager that any Loan constitutes a Warranty Loan or (ii) receipt by the Borrower from the Administrative Agent of written notice thereof, the Borrower shall either:

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(i)cause the Transferor to repurchase such Loan and make a deposit to the Collection Account in immediately available funds in an amount equal to (A) the Outstanding Balance of the related Warranty Loan as of the date of the repurchase, multiplied by (B) the Purchase Price, plus any expenses or fees with respect to such Warranty Loan; provided that the Administrative Agent shall have the right to determine whether the amount so deposited is sufficient to satisfy the foregoing requirements; or

(ii)substitute for such Warranty Loan a substitute Eligible Loan, provided that all requirements with respect to Substitutions set forth in this Section 2.14 are satisfied.

Upon receipt of written certification from the Borrower certifying to the confirmation of the deposit of the amounts set forth in Section 2.14(d)(i) into the Collection Account or the delivery by the Borrower of a substitute Eligible Loan for each Warranty Loan (the date of such confirmation or delivery, the “Release Date”), such Warranty Loan and related Underlying Assets shall be removed from the Collateral and, as applicable, the substitute Eligible Loan and related Underlying Assets shall be included in the Collateral. On the Release Date of each Warranty Loan, the Collateral Custodian, for the benefit of the Secured Parties, shall automatically and without further action be deemed to release to the Borrower, without recourse, representation or warranty, all the right, title and interest and any Lien of the Administrative Agent, for the benefit of the Secured Parties in, to and under the Warranty Loan and any related Underlying Assets and all future monies due or to become due with respect thereto.

(e)Conditions to Sales, Substitutions and Repurchases. Any Discretionary Sale or sale pursuant to a Substitution effected pursuant to this Section 2.14 shall be subject to the satisfaction of the following conditions (provided that, with respect to the sale price of any broadly-syndicated loan, the Borrower may provide any of the information in clauses (i), (ii) and (iii) below based on a projected price range for the sale of such broadly-syndicated loan, determined in accordance with the Collateral Management Standard and supported by available bid-side quotes):

(i)the Borrower shall deliver a Borrowing Base Certificate to the Administrative Agent (with a copy to Collateral Custodian) that gives effect to the contemplation of a Discretionary Sale or sale pursuant to a Substitution (provided that, with respect to the sale price of any broadly-syndicated loan, such Borrowing Base Certificate shall be calculated based on the minimum end of the projected price range for the sale of such broadly-syndicated loan);

(ii)the Borrower shall deliver a list of all Loans to be sold or substituted to the Administrative Agent (with a copy to Collateral Custodian);

(iii)the Borrower shall notify the Administrative Agent and Collateral Custodian of any amount to be deposited into the Collection Account in connection with any sale or Substitution;

(iv)as certified in writing to the Administrative Agent (with a copy to Collateral Custodian) by the Borrower, the representations and warranties contained in Section 4.1 and 4.2 hereof shall continue to be true and correct in all material respects (except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects, and except for those representations and warranties made as of a specific date which are true, correct, and complete as of such date) following any sale or Substitution, except to the extent any such representation or warranty relates to an earlier date;

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(v)any repayment of Advances Outstanding in connection with any sale or Substitution of Loans hereunder shall comply with the requirements set forth in Section 2.3;

(vi)as certified in writing to the Administrative Agent by the Borrower, any Discretionary Sale or sale in connection with a Substitution shall be made by the Collateral Manager, on behalf of the Borrower in a transaction (1) reflecting arms-length market terms and (2) in which the Borrower makes no representations, warranties or covenants and provides no indemnification for the benefit of any other party to such sale (other than that the Borrower has good title thereto, free and clear of all Liens and has the right to sell the related Loan) shall satisfy this clause (2)); provided that if an Event of Default has occurred and is continuing any Discretionary Sale or sale in connection with a Substitution to an Affiliate of the Borrower shall require the prior written consent of the Administrative Agent in its reasonable discretion; provided further that, the Administrative Agent’s prior written consent shall not be required for any such Discretionary Sale or sale in connection with a Substitution that satisfies the requirement of clause (C) of Section 2.14(e)(vii).

(vii)(A) no Collateral Manager Termination Event, Default or Event of Default shall have occurred and be continuing and, immediately after giving effect to any Discretionary Sale or Substitution, as applicable, no Collateral Manager Termination Event, Default or Event of Default shall have occurred; (B) notwithstanding anything set forth in this Section 2.14, immediately after giving effect to any Discretionary Sale or Substitution, as applicable, there shall not exist a Borrowing Base Deficiency; provided that, notwithstanding the foregoing or anything to the contrary set forth in Section 3.2, in the event a Borrowing Base Deficiency shall have existed immediately prior to giving effect to a Substitution, the Borrower may effect such Discretionary Sale and/or Substitution so long as, immediately after giving effect to such Discretionary Sale and/or Substitution and any other sale or transfer or other action taken in accordance with Section 2.6 substantially contemporaneous therewith, the Borrowing Base Deficiency shall be reduced to zero ($0); and (C) unless consented to by the Administrative Agent in its sole discretion, (x) the net cash price received by the Borrower pursuant to any Discretionary Sale, shall be greater than the Adjusted Borrowing Value of the Loan sold in connection with such Discretionary Sale and (y) the Adjusted Borrowing Value of the substitute Loan acquired by the Borrower in connection with any Substitution shall be greater than or equal to the Adjusted Borrowing Value of the Loan sold or otherwise transferred in connection with such Substitution; and

(viii)the Borrower and Collateral Manager (on behalf of the Borrower) shall pay an amount equal to all accrued and unpaid reasonable and documented out-of-pocket costs and expenses of the Administrative Agent, the Lenders and the Collateral Custodian in connection with any such sale, Substitution or repurchase (including, but not limited to, expenses incurred in connection with the release of the Lien of the Administrative Agent on behalf of the Secured Parties and any other party having an interest in the Loan in connection with such sale, Substitution or repurchase), including, without limitation, reasonable and documented legal fees and expenses of (A) a single outside counsel, and a single local counsel in any applicable jurisdiction, of the Administrative Agent and the Lenders, taken as a whole, and (B) a single outside counsel, and a single local counsel in any applicable jurisdiction, of the Collateral Custodian (subject to a $75,000 cap on legal fees).

(f)Limitations on Sales, Substitutions and Repurchases. The aggregate Outstanding Balance of all Fund Collateral Loans (other than Warranty Loans) which are transferred by the Borrower to the Transferor or an Affiliate thereof in connection with a

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Substitution, a Discretionary Sale or the transfer to the Transferor pursuant to a Restricted Payment shall not exceed in the aggregate twenty percent (20.00%) of the Net Purchased Loan Balance, measured as of the date of such Substitution, Discretionary Sale or dividend. The aggregate Outstanding Balance of all Fund Collateral Loans that are Defaulted Loans (other than Warranty Loans) which are transferred by the Borrower to the Transferor in connection with a Substitution, a Discretionary Sale or a transfer to the Transferor pursuant to a Restricted Payment shall not exceed in the aggregate ten percent (10.00%) of the Net Purchased Loan Balance, measured as of the date of such Substitution, Discretionary Sale or Restricted Payment.

(g)Notices to Lenders. The Administrative Agent shall provide the Lenders with copies of any notices and, if requested by the Lenders, other materials received by the Administrative Agent pursuant to this Section 2.14 in connection with any sale, Substitution, or repurchase of Loans. The Borrower (or Collateral Manager, on its behalf) shall deliver an Officer’s Certificate to the Collateral Custodian (which Officer’s Certificate shall be deemed given upon receipt by the Collateral Custodian from the Borrower or the Collateral Manager of a trade ticket or other direction or order), on which it may conclusively rely, to the effect that all conditions precedent to such sale, Substitution or repurchase of Loans, as the case may be, have been satisfied.

Section 2.15    Assignment of the Sale Agreement.

The Borrower hereby assigns to the Administrative Agent, for the ratable benefit of the Secured Parties hereunder, all of the Borrower’s right, title and interest in and to, but none of its obligations under, the Sale Agreement and any UCC financing statements filed under or in connection therewith to secure the prompt and complete payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations of the Borrower arising in connection with this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, absolute or contingent. In furtherance and not in limitation of the foregoing, the Borrower hereby assigns to the Administrative Agent for the benefit of the Secured Parties its right to indemnification under the Sale Agreement. The Borrower confirms that, following the occurrence and during the continuation of an Event of Default, the Administrative Agent, on behalf of the Secured Parties, shall have the right to enforce the Borrower’s rights and remedies under the Sale Agreement and any UCC financing statements filed under or in connection therewith for the benefit of the Secured Parties.

Section 2.16    Defaulting Lenders.

(a)Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by Applicable Law:

(i)That Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 11.1.

(ii)Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender (whether voluntary or mandatory, at maturity, or otherwise), shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, as the Borrower may request (so long as no Default or Event of Default exists), to the funding of any Advance in respect of which that Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; third,

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if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and released in order to satisfy obligations of that Defaulting Lender to fund Advances under this Agreement; fourth, to the payment of any amounts owing to the Lenders, as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under this Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is a payment of the principal amount of any Advances in respect of which that Defaulting Lender has not fully funded its appropriate share, such payment shall be applied solely to pay the Advances of all non-Defaulting Lenders on a pro rata basis prior to being applied to the payment of any Advances of that Defaulting Lender. Any payments, prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender or to post cash collateral pursuant to this Section 2.16 shall be deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(iii)No Defaulting Lender shall be entitled to receive any fees payable by the Borrower or its Affiliates pursuant to any Transaction Document for any period during which that Lender is a Defaulting Lender (and the Borrower and their Affiliates shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

(b)If the Borrower and the Administrative Agent agree in writing that a Defaulting Lender should no longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective date specified in such notice and subject to any conditions set forth therein (which may include arrangements with respect to any cash collateral), that Lender will, to the extent applicable, purchase at par that portion of Advances Outstanding of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Advances to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Shares, whereupon that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further, that except to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Section 2.17    Mitigation Obligations; Replacement of Lenders.

(a)Designation of a Different Lending Office. If any Lender requests compensation under Section 2.12, or requires the Borrower to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, then such Lender shall (at the request of the Borrower) use reasonable efforts to designate a different lending office for funding or booking its Advances hereunder or assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgement of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.12 or Section 2.13, as the case may be, in the future and (ii) would not otherwise be disadvantageous to such Lender. Upon receipt of such estimate, the Borrower may approve the proposed designation or assignment, in which case the Lender shall use reasonable efforts to

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effect the same. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such approved designation or assignment.

(b)Replacement of Lenders. If any Lender (other than Ally Bank) requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.13, or if any Lender is a Defaulting Lender hereunder, or if any Lender does not consent to any amendment or modification (including in the form of a consent or waiver) that requires the approval of all or all affected Lenders in accordance with the terms of Section 11.1 which is approved by the Borrower, the Administrative Agent and the Required Lenders, then the Borrower may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in, and consents required by, Section 11.16), all of its interests, rights and obligations under this Agreement and the Transaction Documents to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that:

(i)such assigning Lender shall have received payment of an amount equal to the outstanding principal of its Advances, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrower (in the case of all other amounts);

(ii)in the case of any such assignment resulting from a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.13, such assignment will result in a reduction in such compensation or payments thereafter; and

(iii)such assignment does not conflict with Applicable Law.

A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.

Section 2.18    Increase of Commitment; Facility Amount.

At any time during the Revolving Period, provided that no Default or Event of Default has occurred and is continuing, the Commitment for any Lender may be increased in connection with a corresponding increase in the Facility Amount upon the written request of the Borrower with the consent of the Administrative Agent and such Lender (and with notice to the Collateral Custodian) (an “Increased Commitment”); provided that, (i) following such Increased Commitment, the Facility Amount shall not exceed $500,000,000, and (ii) any increase in the Facility Amount shall be in a minimum amount of $25,000,000. Except for upfront fees payable to Lenders providing any Increased Commitment, any such Increased Commitment shall be on the same terms (including the pricing and maturity date) as, and pursuant to the documentation applicable to, the Commitments provided pursuant to the Agreement as of the Effective Date. Prior to, or on the date of, the effectiveness of any such Increased Commitment, if requested by the Administrative Agent or any increasing Lender, the Borrower shall execute and deliver to the applicable Lender a revised Note in an aggregate face amount equal to such Lender’s revised Commitment. The Borrower confirms that each Lender, in its sole and absolute discretion, without regard to the value or performance of the facility documented hereby or any other factor, may elect not to increase its Commitment. Upon such increase, Annex B hereto shall be deemed to be revised to reflect such increase in each increasing Lender’s Commitment.

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ARTICLE III

CONDITIONS TO THE EFFECTIVE DATE AND ADVANCES

Section 3.1    Conditions to Effective Date.

No Lender and neither the Administrative Agent nor the Collateral Custodian shall be obligated to take, fulfill or perform any other action hereunder, until the following conditions have been satisfied, in the sole discretion of, or waived in writing, by the Administrative Agent:

(a)This Agreement and the other Transaction Documents shall have been duly executed by, and delivered to, the parties hereto and thereto, and the Administrative Agent shall have received such other documents, instruments, agreements and legal opinions as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Agreement;

(b)The Administrative Agent shall have received satisfactory evidence that the Borrower, the Transferor and the Collateral Manager have obtained all required consents and approvals of all Persons to the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby or thereby;

(c)The Borrower and the Collateral Manager shall each have delivered to the Administrative Agent a certification substantially in the form of Exhibit D;

(d)The Borrower and the Collateral Manager shall each have delivered to the Administrative Agent a certificate as to whether such entity is Solvent substantially in the form of Exhibit C;

(e)The Borrower and Collateral Manager shall have delivered to the Administrative Agent certification that no Default, Event of Default, Change of Control, Key Person Event or Collateral Manager Termination Event has occurred and is continuing;

(f)The Administrative Agent shall have received the executed legal opinion or opinions of Dechert LLP, counsel to the Loan Parties, covering (A) authority, (B) enforceability of this Agreement and the other Transaction Documents, (C) non-consolidation matters, (D) UCC, perfection and other closing matters and (E) certain tax matters; in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion;

(g)The Administrative Agent shall have received the executed legal opinion or opinions of Alston & Bird LLP, counsel to the Collateral Custodian and Document Custodian, covering (A) authority, (B) enforceability of this Agreement and the other Transaction Documents, and (C) other closing matters; in each case, in form and substance acceptable to the Administrative Agent in its reasonable discretion;

(h)The Borrower and the Administrative Agent shall have executed the Fee Letter, and the Borrower shall have paid all reasonable and documented fees due and unpaid under the Fee Letter;

(i)The Borrower and the Collateral Custodian shall have executed the Collateral Custodian Fee Letter, and the Borrower shall have paid all fees due and unpaid under the Collateral Custodian Fee Letter;

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(j)Upon request, each applicable Lender shall have received a duly executed copy of its Note, in a principal amount equal to the Commitment of the Lender;

(k)The Administrative Agent shall have received a secretary’s certificate of each Loan Party (i) that includes a copy of the resolutions, in form and substance reasonably satisfactory to the Administrative Agent, of the board of directors, manager(s) or member(s) (or equivalent) of such Loan Party, as applicable, authorizing (A) the execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party, and (B) the borrowings contemplated hereunder, and a certification that such resolutions have not been amended, modified, revoked or rescinded, (ii) that includes a copy of the Governing Documents of such Loan Party and a certification that, except as disclosed therein, there has not been any amendment, modification or supplement to such Governing Documents, (iii) that includes a certification as to the incumbency and signature of the officers of such Loan Party executing any Transaction Document and (iv) that includes certificates dated as of a recent date from the Secretary of State or other appropriate authority, evidencing the good standing of such Loan Party in the jurisdiction of its organization, which certificate shall be in form and substance satisfactory to the Administrative Agent and shall be executed by a corporate secretary or Responsible Officer of such Loan Party;

(l)The Administrative Agent shall have received the results of a recent search by a Person satisfactory to the Administrative Agent, of the UCC, judgment and tax lien filings which may have been filed with respect to personal property of each Loan Party, and bankruptcy and pending lawsuits with respect to the Loan Parties and the results of such search shall be satisfactory to the Administrative Agent;

(m)The Administrative Agent shall have received (i) all documentation and other information requested by the Administrative Agent in its sole discretion and/or required by regulatory authorities with respect to the Borrower and the Collateral Manager under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and (ii) a Beneficial Ownership Certification with respect to the Borrower, in each case, in form and substance reasonably satisfactory to the Administrative Agent;

(n)The results of the due diligence procedures, as carried out by the Administrative Agent, are satisfactory to the Administrative Agent, in its reasonable discretion; and

(o)The representations and warranties contained in Section 4.1 and Section 4.2 are true and correct in all material respects (except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true and correct in all respects) on and as of the Effective Date (other than any representation and warranty that is expressly made as of another specific date which were true and correct in all material respects as of such date); and

(p)All corporate and other proceedings, and all documents, instruments and other legal matters in connection with the transactions contemplated by this Agreement and the other Transaction Documents shall be reasonably satisfactory in form and substance to the Administrative Agent, and the Administrative Agent shall have received such other documents and legal opinions in respect of any aspect or consequence of the transactions contemplated hereby or thereby as it shall reasonably request.

Section 3.2    Conditions Precedent to All Advances and Acquisitions of Loans.

Each Loan Advance under this Agreement, each Reinvestment of Principal Collections pursuant to Section 2.14(a)(i) and each acquisition of Loans in connection with a

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Substitution pursuant to Section 2.14(b) (each, a “Transaction”) shall be subject to the further conditions precedent that:

(a)With respect to any Loan Advance, the Collateral Manager on the Borrower’s behalf shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian), by not later than the deadline set forth in Section 2.2(b) (or such shorter period as may be agreed to by the Administrative Agent and each Lender), a Funding Notice substantially in the form of Exhibit A-1 and a Borrowing Base Certificate.

(b)With respect to any Reinvestment of Principal Collections permitted by Section 2.14(a)(i) and each acquisition of Loans in connection with a Substitution pursuant to Section 2.14(b), the Collateral Manager on the Borrower’s behalf shall have delivered to the Administrative Agent (with a copy to the Collateral Custodian), no later than 12:00 p.m. (New York City time) on the date of such Transaction, a Reinvestment Notice substantially in the form of Exhibit A-3 and a Borrowing Base Certificate, executed by the Collateral Manager and on the Borrower’s behalf.

(c)On the date of such Transaction the following shall be true and correct, and the Borrower and the Collateral Manager shall have certified in the related Borrower’s Notice that all conditions precedent to the requested Transaction have been satisfied (other than such conditions precedent (i) subject to the judgment or satisfaction of the Administrative agent or any Lender or (ii) otherwise waived) and shall thereby be deemed to have certified that:

(i)The representations and warranties contained in Section 4.1 and Section 4.2 are true and correct in all material respects (except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true and correct in all respects) on and as of each Advance Date (other than any representation and warranty that is expressly made as of another specific date which were true and correct in all material respects as of such date);

(ii)No event has occurred, or would result from such Transaction or from the application of proceeds thereof, that constitutes an Event of Default, Default, Change of Control or Collateral Manager Termination Event;

(iii)On and as of such day, immediately after giving effect to such Transaction, the Advances Outstanding does not exceed the Availability (or, to the extent permitted under Section 2.14, that any existing Borrowing Base Deficiency is reduced to zero); and

(iv)No Applicable Law shall prohibit or enjoin the making of such Advance by any Lender or the proposed acquisition of Loans.

(d)(i) With respect to any Loan Advance under this Agreement or any Reinvestment of Principal Collections pursuant to Section 2.14(a)(i), the Revolving Period End Date shall not have occurred and (ii) with respect to any Transaction, the Termination Date shall not have occurred;

(e)On the date of such Transaction, the Administrative Agent shall have received such other approvals, opinions or documents as the Administrative Agent may reasonably require;

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(f)The Borrower and Collateral Manager shall have delivered to the Administrative Agent (and, if applicable, to Collateral Custodian) all reports required to be delivered as of the date of such Transaction including all deliveries required by Section 2.2;

(g)The Borrower shall have paid all fees then required to be paid and, without duplication of Section 2.11, shall have reimbursed the Lenders, the Collateral Custodian, the Document Custodian and the Administrative Agent for all fees, costs and expenses then required to be paid in connection with the closing of the transactions contemplated hereunder and under the other Transaction Documents, including the reasonable attorney fees and any other legal and document preparation costs incurred by the Lenders, the Collateral Custodian, the Document Custodian and the Administrative Agent, in each case to the extent an invoice therefor is furnished to the Borrower no later than three (3) Business Days prior to the date of such transactions;

(h)In connection with each Transaction, unless otherwise waived by the Administrative Agent in its sole discretion, (i) the Borrower (or the Collateral Manager on its behalf) shall have delivered to the Document Custodian (with a copy to the Administrative Agent), no later than 11:00 a.m. (New York City time) on (x) the date proceeds are disbursed from the Pre-Funded Loan Account to acquire any Pre-Funded Loan (in the case of any Pre-Funded Loan), or (y) in the case of all other Loans, the Advance Date, (a) a Loan Checklist, and a copy of the loan agreement, credit agreement, indenture or other principal agreement pursuant to which the Loan has been issued or created with respect to each Loan proposed to be pledged as Collateral by the Borrower in connection with such Transaction; provided that if such Loan is not yet closed at the time it is proposed to be pledged as Collateral, (x) an unexecuted copy of a recent draft of such agreement shall be provided prior to the related Advance Date and (y) an executed copy of such agreement shall be provided within three (3) Business Days following any related Advance Date; provided further, that with respect to any Pre-Funded Loan, a draft of the Underlying Instruments pursuant to which such Loan will be issued or created shall have been delivered to the Document Custodian (with a copy to the Administrative Agent) prior to the related Loan Advance to the Pre-Funded Loan Account and (b) in the case of a Noteless Loan, a copy of each transfer document or instrument relating to such Noteless Loan evidencing the assignment of such Noteless Loan to the Borrower and (ii) within three (3) Business Days following (x) the date proceeds are disbursed from the Pre-Funded Loan Account to acquire any Pre-Funded Loan (in the case of any Pre-Funded Loan), or (y) any related date of such Transaction with respect to any other Loan, the Borrower shall deliver all other Required Loan Documents with respect to each Loan pledged as Collateral by the Borrower in connection with such Transaction;

(i)The Borrower shall have delivered to the Administrative Agent an Officer’s Certificate (which may be part of the applicable Borrower’s Notice) in form and substance reasonably satisfactory to the Administrative Agent certifying that each of the foregoing conditions precedent has been satisfied (other than such conditions precedent that shall have been, as of the date of such Transaction, expressly waived with respect to such Transaction in writing by the Administrative Agent and the Lenders (or the required portion thereof) in accordance with the terms of this Agreement).

(j)Prior to the funding of the initial Advance hereunder, the Administrative Agent shall have received the executed legal opinion or opinions of Dechert LLP, counsel to the Loan Parties, covering true sale matters, in form and substance acceptable to the Administrative Agent in its reasonable discretion.

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Section 3.3    Custodianship; Transfer of Loans and Permitted Investments.

(a)The Collateral Custodian and the Document Custodian, as applicable, shall hold all Certificated Securities and Instruments delivered to it as Collateral in accordance with the terms hereof in physical form at the Custody Facilities or at such other location identified to the Administrative Agent and the Borrower. Any successor Collateral Custodian shall be a state or national bank or trust company which is not an Affiliate of the Borrower and which is a Qualified Institution.

(b)Each time that the Borrower (or the Collateral Manager on behalf of the Borrower) shall direct or cause the acquisition of any Loan or Permitted Investment, the Borrower shall (or the Collateral Manager on behalf of the Borrower), if such Permitted Investment or, in the case of a Loan, the related promissory note or, with respect to a Noteless Loan, assignment documentation has not already been delivered to the Document Custodian in accordance with the requirements set forth in clause (a) of the definition of “Required Loan Documents”, cause the delivery of such Permitted Investment or, in the case of a Loan, the related promissory note or, with respect to a Noteless Loan, assignment documentation in accordance with the requirements set forth in clause (a) of the definition of “Required Loan Documents” to the Document Custodian at the Custody Facilities.

(c)The Borrower (or the Collateral Manager on behalf of the Borrower) shall direct that the Collateral Custodian cause all Collateral acquired by the Borrower that constitutes Financial Assets to be credited to the Collateral Account, and shall cause all Loans and Permitted Investments acquired by the Borrower to be delivered to the Collateral Custodian or the Document Custodian, as applicable, by one of the following means (and shall take any and all other actions necessary to create and perfect in favor of the Administrative Agent a valid security interest in each Loan and Permitted Investment, which security interest shall be senior to that of any other creditor of the Borrower (whether now existing or hereafter acquired) (other than pursuant to Permitted Liens)):

(i)in the case of an Instrument or a Certificated Security represented by a Security Certificate in registered form by having it Indorsed to the Collateral Custodian or in blank by an effective Indorsement or registered in the name of the Administrative Agent and by (A) delivering such Instrument to the Document Custodian or delivering such Security Certificate to the Collateral Custodian at the Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower) and (B) causing the Collateral Custodian or the Document Custodian, as applicable, to maintain (on behalf of the Administrative Agent) continuous possession of such Instrument or Security Certificate at the Custody Facilities (or at such other location identified to the Administrative Agent and the Borrower);

(ii)in the case of an Uncertificated Security, by (A) causing the Administrative Agent to become the registered owner of such Uncertificated Security and (B) causing such registration to remain effective;

(iii)in the case of any Security Entitlement, by causing each such Security Entitlement to be credited to a Securities Account in the name of the Borrower pursuant to the Account Control Agreement; and

(iv)in the case of General Intangibles (including any Loan or Permitted Investment not evidenced by an Instrument) by filing, maintaining and continuing the effectiveness of, a financing statement naming the Borrower as debtor and the Administrative Agent as secured party and describing the Loan or Permitted Investment (as the case may be) as the collateral at the filing office of the Secretary of State of the

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State of Delaware (it being understood that a UCC financing statement describing the collateral as “all assets of the Borrower” or words of similar effect will be deemed to satisfy the requirements of this clause (iv) in the case of any General Intangibles to be delivered by the Borrower).

(d)The security interest of the Administrative Agent in any Collateral disposed of in a transaction permitted by this Agreement shall, immediately and without further action on the part of the Administrative Agent, be released and the Collateral Custodian shall immediately release such Collateral to, or as directed by, the Borrower.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1    Representations and Warranties of the Borrower.

The Borrower represents and warrants as follows as of the Effective Date, each Funding Date, and as of each other date provided under this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed to be) made:

(a)Organization and Good Standing. The Borrower has been duly organized, and is validly existing as a limited liability company in good standing, under the laws of the State of Delaware, with all requisite limited liability company power and authority to own or lease its properties and conduct its business as such business is presently conducted, and had at all relevant times, and now has all necessary power, authority and legal right to acquire, own and sell the Collateral.

(b)Due Qualification. The Borrower is (i) duly qualified to do business and is in good standing as a limited liability company in its jurisdiction of formation, and (ii) has obtained all necessary qualifications, licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications, licenses or approvals, except where the failure to be so qualified, licensed or approved could not reasonably be expected to have a Material Adverse Effect.

(c)Power and Authority; Due Authorization; Execution and Delivery. The Borrower (i) has all necessary limited liability company power, authority and legal right to (a) execute and deliver each Transaction Document to which it is a party, and (b) carry out the terms of the Transaction Documents to which it is a party, and (ii) has duly authorized by all necessary limited liability company action, the execution, delivery and performance of each Transaction Document to which it is a party and the transfer and assignment of an ownership and security interest in the Collateral on the terms and conditions herein provided. This Agreement and each other Transaction Document to which the Borrower is a party have been duly executed and delivered by the Borrower.

(d)Binding Obligation. Each Transaction Document to which the Borrower is a party constitutes a legal, valid and binding obligation of the Borrower enforceable against the Borrower in accordance with its respective terms, except as such enforceability may be limited by Insolvency Laws and by general principles of equity.

(e)No Violation. The consummation of the transactions contemplated by each Transaction Document to which it is a party and the fulfillment of the terms thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or

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without notice or lapse of time or both) a default under, the Governing Documents of the Borrower or any Contractual Obligation of the Borrower, (ii) result in the creation or imposition of any Lien (other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, and Permitted Liens) upon any of the Borrower’s properties pursuant to the terms of any such Contractual Obligation, or (iii) violate any Applicable Law.

(f)Agreements. The Borrower is not a party to any agreement or instrument or subject to any limited liability company restriction that has resulted or could reasonably be expected to result in a Material Adverse Effect. The Borrower is not a party to or otherwise subject or has any of its property that is subject to any indenture or other agreement or instrument evidencing Indebtedness of the Borrower, or any other agreement or instrument where a default could reasonably be expected to result in a Material Adverse Effect.

(g)No Proceedings. (i) As of the Effective Date, there is no litigation, proceeding or (to the knowledge of the Borrower) investigation pending or, to the knowledge of the Borrower, threatened in writing against the Borrower, before any Governmental Authority, and, (ii) as of any date thereafter, there is no litigation, proceeding or (to the knowledge of the Borrower) investigation pending or, to the knowledge of the Borrower, threatened in writing against the Borrower, before any Governmental Authority (x) asserting the invalidity of any Transaction Document to which the Borrower is a party, (y) seeking to prevent the consummation of any of the transactions contemplated by any Transaction Document to which the Borrower is a party or (z) that could reasonably be expected to have a Material Adverse Effect.

(h)All Consents Required. All approvals, authorizations, consents, orders, licenses, filings or other actions of any Person or of any Governmental Authority (if any) required for the due execution, delivery and performance by the Borrower of each Transaction Document to which the Borrower is a party have been obtained, except where the failure to obtain such approval, authorization, consent, order, license, filing or other action could not reasonably be expected to have a Material Adverse Effect.

(i)Bulk Sales. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not require compliance with any “bulk sales” act or similar law by the Borrower.

(j)Solvency. The Borrower is not the subject of any Insolvency Proceedings or Insolvency Event. The transactions under the Transaction Documents to which the Borrower is a party do not and will not render the Borrower not Solvent.

(k)Taxes.

(i)The Borrower is and has always been treated as a disregarded entity of the Transferor for U.S. federal income tax purposes and no election has been filed by the Borrower to be treated as a corporation for U.S. federal income tax purposes. The Borrower will, unless otherwise required by applicable law, treat the Advances and Notes as indebtedness for U.S. federal income tax purposes.

(ii)Transferor is a U.S. Person.

(iii)Each of the Borrower and the Transferor has timely filed or caused to be timely filed (taking into account valid extensions of the time for filing) all Tax returns required to be filed by it and has timely paid all Taxes due, except (A) Taxes that are being contested in good faith by appropriate proceedings and for which it has set

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aside on its books adequate reserves in accordance with GAAP or (B) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(l)Exchange Act Compliance; Regulations T, U and X. None of the transactions contemplated herein or in the other Transaction Documents (including the use of the proceeds from the transfer of the Collateral) will violate or result in a violation of Section 7 of the Exchange Act, or any regulations issued pursuant thereto, including Regulations T, U and X of the Board of Governors of the Federal Reserve System, 12 C.F.R., Chapter II. The Borrower does not own or intend to carry or purchase, and no proceeds from the Advances will be used to carry or purchase, any “margin stock” within the meaning of Regulation U or to extend “purpose credit” within the meaning of Regulation U.

(m)Security Interest.

(i)This Agreement creates a valid and continuing security interest (as defined in the UCC as in effect from time to time in the State of New York) in the Collateral in favor of the Administrative Agent, on behalf of the Secured Parties, which security interest is validly perfected under Article 9 of the UCC and is prior to all other Liens other than Permitted Liens, and is enforceable as such against creditors of and purchasers from the Borrower;

(ii)this Agreement constitutes a security agreement within the meaning of Section 9-102(a)(73) of the UCC as in effect from time to time in the State of New York.

(iii)the Collateral is comprised of “instruments”, “general intangibles”, “certificated securities”, “security entitlements”, “uncertificated securities”, “deposit accounts”, “securities accounts”, “investment property” and “proceeds” (each as defined in the applicable UCC) and such other categories of collateral under the applicable UCC as to which the Borrower has complied with its obligations under Section 4.1(m)(i);

(iv)with respect to Collateral that constitutes Deposit Accounts:

(1)the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each such Account; and

(2)such Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the depository bank of any Account to comply with the instructions of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in such Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.

(v)with respect to Collateral that constitutes Security Entitlements:

(1)all of such Security Entitlements have been credited to an Account that is a Securities Account and the securities intermediary for each such Securities Account has agreed to treat all assets credited to such Account as Financial Assets within the meaning of the UCC as in effect from time-to-time in the State of New York;

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(2)the Borrower has taken all steps necessary to enable the Administrative Agent to obtain “control” (within the meaning of the UCC as in effect from time-to-time in the State of New York) with respect to each Account that is a Securities Account; and

(3)the Accounts that are Securities Accounts are not in the name of any Person other than the Borrower, subject to the Lien of the Administrative Agent. The Borrower has not instructed the securities intermediary of any Account that is a Securities Account to comply with the entitlement order of any Person other than the Administrative Agent; provided that, until the Administrative Agent delivers a Notice of Exclusive Control, the Borrower and the Collateral Manager may cause cash in the Accounts that are Securities Accounts to be invested in Permitted Investments, and the proceeds thereof to be distributed in accordance with this Agreement.

(vi)all Accounts constitute “securities accounts” as defined in Section 8-501(a) of the UCC as in effect from time-to-time in the State of New York;

(vii)the Borrower owns and has good and marketable title to the Collateral free and clear of any Lien of any Person (other than Permitted Liens);

(viii)the Borrower has received all consents and approvals required by the terms of any Loan to the granting of a security interest in the Loans hereunder to the Administrative Agent, on behalf of the Secured Parties;

(ix)the Borrower has taken all necessary steps to authorize the Administrative Agent to file all appropriate financing statements in the proper filing office in the appropriate jurisdictions under Applicable Law in order to perfect the security interest in that portion of the Collateral in which a security interest may be perfected by filing pursuant to Article 9 of the UCC as in effect in the Borrower’s jurisdiction of organization;

(x)upon the delivery to the Collateral Custodian or Document Custodian (as applicable) of all Collateral constituting “instruments” and “certificated securities” (as defined in the UCC as in effect from time to time in the jurisdiction where the Collateral Custodian’s or the Document Custodian’s Corporate Trust Office is located), the crediting of all Collateral that constitutes Financial Assets (as defined in the UCC as in effect from time to time in the State of New York) to an Account and the filing of the financing statements described in this Section 4.1(m) in the jurisdiction in which the Borrower is located, such security interest shall be a valid and first priority (subject to Permitted Liens) perfected security interest in that portion of the Collateral in which a security interest may be created under Article 9 of the UCC as in effect from time to time in the State of New York;

(xi)other than Permitted Liens and the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement, the Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral except as permitted pursuant to this Agreement. The Borrower has not authorized the filing of and is not aware of any financing statements against the Borrower that include a description of any collateral included in the Collateral other than any financing statement (A) relating to the security interest granted to the Borrower under the Sale Agreement, or (B) that has been terminated and/or fully and validly assigned to the Administrative Agent on or prior to the date hereof. There are no judgments or tax lien filings against the Borrower;

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(xii)all original executed copies of each underlying promissory note that constitute or evidence each Loan have been or, subject to the delivery requirements contained herein, will be delivered to the Document Custodian;

(xiii)none of the underlying promissory notes that constitute or evidence the Loans has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Administrative Agent on behalf of the Secured Parties;

(xiv)with respect to Collateral that constitutes a “certificated security,” such certificated security has been delivered to the Collateral Custodian on behalf of the Administrative Agent and, if in registered form, has been specially Indorsed to the Collateral Custodian or in blank by an effective Indorsement or has been registered in the name of the Administrative Agent upon original issue or registration of transfer by the Borrower of such certificated security; and

(xv)with respect to Collateral that constitutes an Uncertificated Security, the Borrower has caused the Administrative Agent to gain “control” of such Collateral pursuant to Section 8-106(c) of the UCC.

(n)Reports Accurate. All written information, exhibits, financial statements, documents, books, records or reports (other than projections, other forward-looking information, information of a general economic or general industry nature and pro forma financial information) relating to the Borrower furnished to the Administrative Agent, the Collateral Custodian, the Document Custodian or any Lender by any Loan Party in connection with this Agreement are true, complete and correct in all material respects when taken as a whole as of the date furnished and after giving effect to all supplements and updates thereto delivered to the Administrative Agent (or, in the case of such information not prepared by or under the direction of the Borrower (or the Collateral Manager on its behalf), true and correct in all material respects as of the date furnished, when taken as a whole as of the date furnished and after giving effect to all supplements and updates thereto delivered to the Administrative Agent, to the knowledge of the Borrower. In the case of any projections and forward-looking information, the Borrower represents only that such information has been prepared based upon good faith estimates and assumptions believed by management of the Borrower to be reasonable at the time made, it being recognized that such projections and pro forma financial information as it relates to future events are not to be viewed as fact and that actual results during the period or periods covered by such projections and pro forma financial information may differ from the projected and pro forma results set forth therein, and that such differences may be material.

(o)Location of Offices. The Borrower’s location (within the meaning of Article 9 of the UCC) is, and at all times has been, the State of Delaware. The Borrower has not changed its name (whether by amendment of its certificate of formation, by reorganization or otherwise) or its jurisdiction of organization and has not changed its location within the four (4) months preceding the Effective Date, in each case other than any change of name or other corporate change for which notice has been duly provided pursuant to Section 5.1(o)(vii).

(p)Legal Name. Each Loan Party’s exact legal name is, and at all times has been the name as set forth on Schedule I hereto.

(q)Sale Agreement. The Sale Agreement is the only agreement pursuant to which the Borrower purchases Collateral from the Transferor or any of its Affiliates.

(r)Value Given. The Borrower has given reasonably equivalent value to the Transferor in consideration for the transfer to the Borrower of each Loan, and no such transfer

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has been made for or on account of an antecedent debt, and no such transfer is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.

(s)Accounting. The Borrower accounts for the transfers to it of interests in Collateral as sales of such Collateral for financial accounting purposes and for legal purposes on its books and records and financial statements (if any), in each case consistent with GAAP and with the requirements set forth herein, subject to the absence of footnotes and to normal year-end audit adjustments, provided, that its assets may be included in a consolidated financial statement of its Affiliates so long as (i) appropriate notation shall be made on such consolidated financial statements (if any) to indicate its separateness from such Affiliate and to indicate that its assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (ii) such assets shall also be listed on its own separate balance sheet.

(t)Special Purpose Entity. The Borrower has not and shall not:

(i)engage in any business or activity other than the purchase, receipt and management of Collateral, the transfer and pledge of Collateral pursuant to the terms of the Transaction Documents, the sale of Collateral as permitted hereunder, the entry into and the performance under the Transaction Documents and such other activities as are incidental thereto;

(ii)acquire or own any assets other than (a) the Collateral or (b) incidental property as may be necessary for the operation of the Borrower and the performance of its obligations under the Transaction Documents;

(iii)merge into or consolidate with any Person or dissolve, wind-up, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets (other than in accordance with the provisions hereof), without in each case first obtaining the prior written consent of the Administrative Agent, or except as permitted by this Agreement, change its legal structure, or jurisdiction of formation;

(iv)fail to preserve its existence as an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization or formation, amend, modify, terminate or fail to comply with the provisions of its operating agreement except as otherwise permitted pursuant to Section 5.2(h), fail to observe limited liability company formalities, or divide or permit any division of the Borrower;

(v)form, acquire or own any Subsidiary, own any equity interest in any other entity (other than any Equity Security received in exchange for a defaulted Loan or portion thereof in connection with an insolvency, bankruptcy, reorganization, debt restructuring or workout of the Obligor thereof), or make any Investment in any Person (other than Permitted Investments) without the prior written consent of the Administrative Agent;

(vi)commingle its assets with the assets of any of its Affiliates, or of any other Person;

(vii)incur any Indebtedness, secured or unsecured, direct or contingent (including guaranteeing any obligation), other than Indebtedness to the Secured Parties hereunder or in conjunction with a repayment of all Advances owed to the Lenders and a termination of all the Commitments;

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(viii)fail to pay its debts and liabilities from its assets as the same shall become due;

(ix)fail to maintain its records, books of account and bank accounts separate and apart from those of any other Person;

(x)enter into any contract or agreement with any Person, except (a) the Transaction Documents, (b) contracts and agreements relating to the acquisition and disposition of the Collateral, (c) the Underlying Instruments, and (d) other contracts or agreements that are upon terms and conditions that are commercially reasonable and that would be available on an arms-length basis with third parties other than such Person;

(xi)seek its dissolution, termination, liquidation or winding up in whole or in part;

(xii)fail to correct any known misunderstandings regarding the separate identity of the Borrower, the Transferor or any other Person;

(xiii)except as provided for in this Agreement, guarantee, become obligated for, or hold itself out to be responsible for the debt of another Person;

(xiv)fail either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business solely in its own name in order not (a) to mislead others as to the identity of the Person with which such other party is transacting business, or (b) to suggest that it is responsible for the debts of any third party (including any of its principals or Affiliates);

(xv)fail to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations; provided, however, that the foregoing shall not require any equityholder of the Borrower to make any additional capital contributions;

(xvi)[reserved];

(xvii)except as may be required or permitted by the Code and regulations or other applicable state or local tax law, hold itself out as or be considered as a department or division of (a) any of its principals or Affiliates, (b) any Affiliate of a principal or (c) any other Person;

(xviii)fail to maintain separate financial statements, showing its assets and liabilities separate and apart from those of any other Person and not have its assets listed on any financial statement of any other Person; provided, however, that the Borrower’s assets may be included in a consolidated financial statement of its Affiliate; provided that (a) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Borrower from such Affiliate and to indicate that the Borrower’s assets and credit are not available to satisfy the debts and other obligations of such Affiliate or any other Person and (b) such assets shall also be listed on the Borrower’s own separate balance sheet (if any);

(xix)[reserved];

(xx)fail to maintain a sufficient number of employees, if any, in light of its contemplated business operations or to pay the salaries of its own employees, if any;

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(xxi)acquire the obligations of or securities issued by its Affiliates or members, it being understood that this clause (xxi) shall not prevent the Borrower from acquiring Loans from the Transferor or as otherwise permitted hereunder;

(xxii)[reserved];

(xxiii)fail to allocate fairly and reasonably any overhead expenses that are shared with an Affiliate, including paying for office space and services performed by any employee of an Affiliate;

(xxiv)fail to use separate invoices and checks bearing its own name;

(xxv)pledge its assets for the benefit of any other Person, other than with respect to payment of the indebtedness to the Secured Parties hereunder;

(xxvi)(A) fail at any time to have at least one (1) independent member (the “Special Member”) which shall be a natural Person who has prior experience as an independent director, independent manager or independent member with at least three (3) years of employment experience and who is provided by CT Corporation, Corporation Service Company, Donald J. Puglisi & Associates, Global Securitization Services, National Registered Agents, Inc., Wilmington Trust Company, Stewart Management Company, Lord Securities Corporation or, if none of those companies is then providing professional Special Members, another nationally recognized company that routinely provides professional Special Members, in each case that is not an Affiliate of the Borrower and that provides professional Special Members and other corporate services in the ordinary course of its business, and which individual is duly appointed as a Special Member and is not, and has never been, and will not while serving as Special Member be, any of the following: (w) a member, partner, equityholder, manager, director, officer or employee of the Borrower or any of its equityholders or Affiliates (other than as a Special Member of the Borrower or any of its equityholders or Affiliates that is required by a creditor to be a single purpose bankruptcy remote entity); (x) a creditor, supplier or service provider (including provider of professional services) to the Borrower or any of its equityholders or Affiliates (other than a nationally recognized company that routinely provides professional Special Members and other corporate services to the Borrower or any of its equityholders or Affiliates in the ordinary course of business); (y) an immediate family member of any such member, partner, equityholder, manager, director, officer, employee, creditor, supplier or service provider; or (z) a Person that controls (whether directly, indirectly or otherwise) any of (w), (x) or (y) above; provided that the Special Member may serve in similar capacities for other special purpose entities established from time to time by Affiliates of the Borrower; provided, further, that the Borrower shall have (10) Business Days to replace any Special Member with a person approved by the Administrative Agent in its reasonable discretion upon death, resignation or incapacitation of the current Special Member; or (B) fail to ensure that all limited liability company action relating to the selection or replacement of the Special Member during the Covenant Compliance Period shall require the written consent of the Administrative Agent. A natural person who otherwise satisfies the foregoing definition and satisfies clause (w) above by reason of being the Special Member of a “special purpose entity” affiliated with the Borrower shall be qualified to serve as a Special Member of the Borrower;

(xxvii)fail to provide that the unanimous consent of all members (including the consent of the Borrower’s Special Member) is required for the Borrower to (a) institute proceedings to be adjudicated bankrupt or insolvent, (b) institute or consent

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to the institution of bankruptcy or insolvency proceedings against it, (c) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (d) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator, custodian or any similar official for the Borrower, (e) make any assignment for the benefit of the Borrower’s creditors, (f) admit in writing its inability to pay its debts generally as they become due, or (g) take any action in furtherance of any of the foregoing; or

(xxviii)fail to file its own tax returns separate from those of any other Person, except to the extent that the Borrower is treated as a “disregarded entity” for tax purposes and is not required to file tax returns under applicable law, and pay any taxes required to be paid under applicable law.

(u)Beneficial Ownership Certification. As of the Effective Date, the information included in the Beneficial Ownership Certification is true and correct in all material respects.

(v)Investment Company Act. The Borrower is not, and is not “controlled by”, an “investment company” within the meaning of, and is not subject to regulation under, the 1940 Act.

(w)ERISA. The Borrower (i) does not maintain, nor are any employees of the Borrower permitted to participate in, an “employee pension benefit plan,” as such term is defined in Section 3 of ERISA which is subject to Title IV of ERISA (a “Pension Plan”) and (ii) does not constitute “plan assets” within the Plan Asset Rules.

(x)Compliance with Law. The Borrower has complied in all respects with all Applicable Law to which it may be subject, and no item of Collateral contravenes any Applicable Law, in each case, except for instances of non-compliance or contravention that could not reasonably be expected to have a Material Adverse Effect.

(y)No Material Adverse Effect. Except as previously disclosed to the Administrative Agent, no event, change or condition has occurred that has had, or could reasonably be expected to have, a Material Adverse Effect on any Loan Party since the last Reporting Date.

(z)Amendments. No Loan has been amended, modified or waived since the Effective Date or the related Funding Date, as the case may be, except for amendments, modifications or waivers, if any, to such Loan otherwise permitted under Section 4(c) of the Collateral Management Agreement and in accordance with the Collateral Management Standard.

(aa)Full Payment. As of the date of the Borrower’s acquisition thereof, the Borrower has no knowledge of any fact which leads it to expect that any Loan will not be repaid by the relevant Obligor in full.

(bb)Sanctions; Anti-Money Laundering Laws; and Anti-Corruption Laws. Neither the Borrower nor any Affiliate of the Borrower is a Sanctioned Person or otherwise identified on any list maintained by the Office of Foreign Asset Control of the U.S. Department of the Treasury or such other list or such similar lists relating to Sanctions. The Borrower maintains or is otherwise subject to policies and procedures reasonably designed to ensure compliance with Anti-Money Laundering Laws and Anti-Corruption Laws.

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The representations and warranties in Section 4.1(m) shall survive the termination of this Agreement and such representations and warranties may not be waived by any party hereto without the consent of the Administrative Agent.

Section 4.2    Representations and Warranties of the Borrower Relating to the Agreement and the Collateral.

The Borrower represents and warrants as follows as of the Effective Date, each Funding Date, and as of each other date provided under this Agreement or the other Transaction Documents on which such representations and warranties are required to be (or deemed to be) made:

(a)Eligibility of Collateral. The Borrower has conducted such due diligence and other review as it considered necessary with respect to the Loans set forth on the Loan List. As of the Effective Date and each Funding Date, (i) the Loan List and the information contained in each Funding Notice delivered pursuant to Section 2.2, is an accurate and complete listing of all Loans included in the Collateral as of the related Funding Date and the information contained therein with respect to the identity of such Loans and the amounts owing thereunder is true, correct and complete as of the related Funding Date and (ii) each such Loan included in the Borrowing Base is an Eligible Loan.

(b)No Fraud. Each Loan was originated without any fraud or material misrepresentation by the Borrower or its Affiliates or to the knowledge of the Borrower or its Affiliates, of the related Obligors.

Section 4.3    Representations and Warranties of the Collateral Custodian and Document Custodian.

Each of the Collateral Custodian and Document Custodian, as applicable, represents and warrants as follows:

(a)Organization; Power and Authority. It is a duly organized and validly existing national banking association in good standing under the laws of the United States. It has full corporate power, authority and legal right to execute, deliver and perform its obligations as Collateral Custodian or Document Custodian, as applicable, under this Agreement.

(b)Due Authorization. The execution and delivery of this Agreement and the consummation of the transactions provided for herein have been duly authorized by all necessary association action on its part, either in its individual capacity or as Collateral Custodian or Document Custodian, as applicable, as the case may be.

(c)No Conflict. The execution and delivery of this Agreement, the performance of the transactions contemplated hereby and the fulfillment of the terms hereof will not conflict with, result in any breach of its constitutional documents or any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Collateral Custodian or Document Custodian, as applicable, is a party or by which it or any of its property is bound.

(d)No Violation. The execution and delivery of this Agreement, the performance of the Transactions contemplated hereby to be performed by it and the fulfillment of the terms hereof applicable to it will not conflict with or violate, in any material respect, any Applicable Law as to the Collateral Custodian or Document Custodian, as applicable.

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(e)All Consents Required. All approvals, authorizations, consents, orders or other actions of any Person or Governmental Authority applicable to the Collateral Custodian or Document Custodian, as applicable, required in connection with the execution and delivery of this Agreement, the performance by the Collateral Custodian or Document Custodian, as applicable, of the transactions contemplated hereby and the fulfillment by the Collateral Custodian or Document Custodian, as applicable, of the terms hereof have been obtained.

(f)Validity, Etc. The Agreement constitutes the legal, valid and binding obligation of the Collateral Custodian, enforceable against the Collateral Custodian in accordance with its terms, except as such enforceability may be limited by applicable Insolvency Laws and general principles of equity (whether considered in a suit at law or in equity).

ARTICLE V

GENERAL COVENANTS

Article 5.1    Affirmative Covenants of the Borrower.

During the Covenant Compliance Period:

(a)Compliance with Laws. The Borrower will comply in all respects with all Applicable Laws, including those with respect to the Collateral or any part thereof, except for instances of non-compliance that could not reasonably be expected to have a Material Adverse Effect.

(b)Preservation of Company Existence. The Borrower will (i) preserve and maintain its limited liability company existence, rights, franchises and privileges in the jurisdiction of its formation, (ii) qualify and remain qualified in good standing as a limited liability company in each jurisdiction where the failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect and (iii) maintain the Governing Documents of the Borrower in full force and effect and shall not amend the same without the prior written consent of the Administrative Agent except as permitted under Section 5.2(h).

(c)Performance and Compliance with Collateral. The Borrower will, at its expense, timely and fully perform and comply with all provisions, covenants and other promises required to be observed by it under the Collateral, the Transaction Documents and all other agreements related to such Collateral.

(d)Keeping of Records and Books of Account; Inspection Rights.

(i)The Borrower will keep proper books of record and account in which full, true and correct entries in conformity with GAAP, subject to the absence of footnotes and normal year-end audit adjustments, and all requirements of law are made of all dealings and transactions in relation to its business and activities. The Borrower, the Transferor and the Collateral Manager will permit representatives and agents of the Administrative Agent or the Collateral Custodian to visit and inspect any of its properties or the properties of its Affiliates, to examine it and its Affiliates corporate, financial and operating records relating to the Collateral, the Eligible Loans, and make copies of the Required Loan Documents, and to discuss its affairs, finances and accounts with its directors and officers (provided, that (A) representatives of such Person may be present at any such discussion and (B)(1) any third party’s confidential information subject to a confidentiality agreement with a Loan Party that prohibits the disclosure of such third

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(ii)In connection with the foregoing clause (i), the Administrative Agent (through any of its officers, employees, or agents) shall have the right, from time to time hereafter (A) at any time that an Event of Default has occurred and is continuing, to communicate directly with any and all of the Borrower’s account debtors and Obligors to verify the existence and terms thereof; provided that the Administrative Agent has given the Borrower prior notice of its intention to do so, and (B) from time to time, upon reasonable advance notice, to audit the Collateral, or any portion thereof, in order to verify any Loan Party’s financial condition or the amount, quality, value, condition of, or any other matter relating to, the Collateral; and each of the Transferor and the Borrower shall, and shall cause the Collateral Manager to permit any designated representative of the Administrative Agent to visit and inspect any of the properties of the Transferor, the Borrower or the Collateral Manager, as applicable, to inspect and to discuss their respective finances and any of their respective properties and Collateral, during normal business hours. The Borrower shall reimburse the Administrative Agent for any reasonable and documented out-of-pocket expense incurred in the exercise of the foregoing provisions. Audit fees and other charges for the inspections contemplated in this Section 5.1(d) shall be as follows: (a) reasonable and documented fees of the auditors, plus reasonable and documented out-of-pocket expenses for each field audit of the Transferor, the Borrower or any other Loan Party or Person performed by personnel employed by the Administrative Agent, and (b) the reasonable and documented out-of-pocket charges and expenses paid or incurred by the Administrative Agent if it elects to employ the services of one or more third Persons to perform field audits of the Transferor, the Borrower, any other Loan Party or the Collateral Manager or to appraise the Collateral, or any portion thereof; provided, that so long as no Event of Default shall have occurred and be continuing, (x) the Transferor, the Collateral Manager and the Borrower shall not be obligated to reimburse the Administrative Agent for more than one (1) field audit or appraisal of the Collateral, in either case, in any calendar year and (y) no more than two (2) such field audits and appraisals shall be conducted in any one (1) year; provided that the exercise of any combination of rights pursuant to this Section 5.1(d)(i) and (ii), by the Administrative Agent shall constitute a single audit or appraisal. Notwithstanding anything herein to the contrary, the Borrower, the Transferor and the Collateral Manager shall not, unless an Event of Default has occurred and is continuing, be required to pay a combined total amount of more than $150,000 in any twelve-month period in connection with audits or appraisals conducted pursuant to this Section 5.1(d)(i) or (ii).

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(e)Protection of Interest in Collateral. With respect to the Collateral acquired by the Borrower, the Borrower will (i) acquire such Collateral pursuant to and in accordance with the terms of the Sale Agreement or, in the case of Collateral acquired from any third-party seller, the applicable assignment and assumption agreement (or similar transfer agreement) and (ii) at the Borrower’s expense, take all action necessary to perfect, protect and more fully evidence the Borrower’s ownership of such Collateral free and clear of any Lien (other than Permitted Liens), including executing or causing to be executed such instruments or notices as the Administrative Agent may reasonably deem necessary or appropriate.

(f)Deposit of Collections.

(i)The Borrower shall, or cause the Collateral Manager to, instruct each Obligor or any relevant administrative agent, as applicable, to deliver all Collections in respect of the Collateral to the General Collection Account; provided that the Borrower or the Fund is not required to so instruct any Obligor to the extent that payment is made to the lenders under the Underlying Instruments by the relevant administrative agent or other similar agent thereunder.

(ii)The Borrower shall, within two (2) Business Days after receipt thereof, direct the Collateral Custodian to transfer from the General Collection Account (A) all Collections received by it in respect of the Collateral attributable to Interest Collections to the Interest Collection Account, (B) other than as provided in clause (C), all Collections received by it in respect of the Collateral attributable to Principal Collections to the Principal Collection Account and (C) to the extent provided in Section 2.9(e), Collections to the Unfunded Exposure Account; provided that, in lieu of the foregoing, upon identification of any Collections by the Borrower (or the Collateral Manager on its behalf) or any relevant Obligor or administrative agent, as applicable, Collections may be deposited by the Collateral Custodian directly to the Interest Collection Account, Principal Collection Account or Unfunded Exposure Account (to the extent provided in Section 2.9(e)), as applicable.

(g)Special Purpose Entity. The Borrower shall be in compliance with the special purpose entity requirements set forth in Section 4.1(t).

(h)Collateral Management Agreement. The Borrower will (i) comply in all material respects with the Collateral Management Agreement in regard to the Collateral, (ii) furnish to the Administrative Agent and the Lenders (with a copy to the Collateral Custodian) prior to its effective date prompt written notice of any changes in the Collateral Management Agreement, and (iii) furnish to the Administrative Agent and the Lenders copies of all other changes in the Collateral Management Agreement. The Borrower will not agree to or otherwise permit to occur any change in the Collateral Management Agreement that could, individually or in the aggregate, reasonably be expected to adversely affect the interests of the Administrative Agent or any Lender without the prior written consent of the Administrative Agent; provided that no consent shall be required from the Administrative Agent in connection with any (x) change mandated by Applicable Law or a Governmental Authority or (y) change to correct a facial error or any error or omission of a technical or immaterial nature. The Borrower shall promptly forward copies of the amended Collateral Management Agreement reflecting any changes thereto to the Collateral Custodian and to the Administrative Agent for distribution to the Lenders.

(i)Events of Default. Promptly following the Borrower’s knowledge or receipt of notice of the occurrence of any Event of Default or Default, the Borrower will provide the Administrative Agent and the Collateral Custodian with written notice of the occurrence of such Event of Default or Default of which the Borrower has knowledge or has received notice. In addition, such notice will include a written statement of a Responsible Officer of the Borrower

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setting forth the details of such event (to the extent known to the Borrower) and the action that the Borrower proposes to take with respect thereto. The Administrative Agent will provide each Lender with a copy of any such notice promptly upon receipt thereof.

(j)Obligations. The Borrower shall pay its Indebtedness and other obligations promptly and in accordance with their terms and pay and discharge promptly when due all lawful claims for labor, materials and supplies or otherwise that, if unpaid, would reasonably be expected to give rise to a Lien upon the Collateral or any part thereof, except, in each case, where the amount or validity thereof is currently being contested in good faith by appropriate proceedings and reserves with respect thereto have been provided on the books of the Borrower.

(k)Taxes.

(i)The Borrower will at all times continue to be treated as a disregarded entity of the Transferor for U.S. federal income tax purposes and will not file an election to be treated as a corporation for U.S. federal income tax purposes. The Borrower will, unless otherwise required by applicable law, treat the Advances and Notes as indebtedness for U.S. federal income tax purposes.

(ii)The Transferor will continue to be a U.S. Person. The Transferor will, unless otherwise required by applicable law, treat the Advances and Notes as indebtedness for U.S. federal income tax purposes.

(iii)Each of the Borrower and the Transferor will timely file or cause to be timely filed (taking into account valid extensions of the time for filing) all Tax returns required to be filed by it and will timely pay all Taxes due (including all Taxes on the income and gain or the Borrower and the Transferor), except (A) Taxes that are being contested in good faith by appropriate proceedings and for which adequate reserves have been set aside in accordance with GAAP or (B) to the extent the failure to do so could not reasonably be expected to have a Material Adverse Effect.

(l)Use of Proceeds. The Borrower will use the proceeds of the Advances only (i) to acquire Loans or fund unfunded commitments with respect to Loans, (ii) to make distributions to its members in accordance with the terms hereof, (iii) to fund the Unfunded Exposure Account in ordered to establish reserves for unfunded commitments of Delayed Draw Loans and Revolving Loans included in the Collateral, or (iv) to pay related fees and expenses (including fees and expenses payable hereunder).

(m)Obligor Notification Forms. The Administrative Agent may, in its discretion after the occurrence of a Collateral Manager Termination Event or an Event of Default, send notification forms giving each relevant administrative agent or Obligor, as applicable, notice of the Secured Parties’ interest in the Collateral and the obligation to make payments as directed by the Administrative Agent.

(n)Adverse Claims. The Borrower will not create, or participate in the creation of, or permit to exist, any Liens on any of the Accounts other than the Lien created by this Agreement and Permitted Liens.

(o)Notices. The Borrower will furnish each of the following documents to the Collateral Custodian and the Administrative Agent, which shall forward copies of the same to the Lenders:

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(i)Income Tax Liability. Within ten (10) Business Days after the receipt of revenue agent reports or other written proposals, determinations or assessments of the IRS or any other taxing authority which propose, determine or otherwise set forth positive adjustments to the Tax liability of, or assess or propose the collection of Taxes required to have been withheld by, the Borrower which equal or exceed $100,000 in the aggregate, telephonic or facsimile notice (confirmed in writing within five (5) Business Days) specifying the nature of the items giving rise to such adjustments and the amounts thereof;

(ii)Auditors’ Management Letters. Promptly after the receipt thereof, any auditors’ management letters received by the Borrower;

(iii)Representations and Warranties. Promptly after receiving knowledge or notice of the same, the Borrower shall notify the Administrative Agent if any representation or warranty set forth in Section 4.1 or Section 4.2 was incorrect in any material respect (except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall have been incorrect in any respect) at the time it was given or deemed to have been given and at the same time deliver to the Administrative Agent a written notice setting forth in reasonable detail the nature of such facts and circumstances. In particular, but without limiting the foregoing, the Borrower shall notify the Administrative Agent in the manner set forth in the preceding sentence before any Funding Date of any facts or circumstances within the knowledge of the Borrower which would render any of the said representations and warranties untrue in any material respect (except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties would be rendered untrue in any respect) as of such Funding Date;

(iv)ERISA. (1) Promptly after receiving notice of any Reportable Event with respect to the Borrower (or any ERISA Affiliate thereof), a copy of such notice and (2) promptly after becoming aware thereof (and in any event within two (2) Business Days after becoming aware thereof), notice that Borrower has underlying assets which constitute “plan assets” within the Plan Asset Rules;

(v)Proceedings. Within two (2) Business Days after an executive officer of the Borrower or the Transferor receives notice or obtains knowledge thereof or at the request of the Administrative Agent, notice of any settlement of, judgment (including a judgment with respect to the liability phase of a bifurcated trial) in or commencement of any labor controversy, litigation, action, suit or proceeding before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting the Collateral, the Transaction Documents, the Secured Parties’ interest in the Collateral, or the Borrower, in each case, solely to the extent the foregoing would reasonably be expected to have a Material Adverse Effect;

(vi)Notice of Certain Events. Within two (2) Business Days upon the Borrower becoming aware thereof, notice of (1) any Collateral Manager Termination Event, (2) any Value Adjustment Event, (3) any other event or circumstance that could reasonably be expected to have a Material Adverse Effect, (4) any event or circumstance whereby any Loan which was included in the latest calculation of the Borrowing Base as an Eligible Loan shall fail to meet one or more of the criteria (other than criteria waived by the Administrative Agent on or prior to the related Funding Date in respect of such Loan) listed in the definition of “Eligible Loan”, or (5) any amendment to the Governing Documents of the Transferor if such amendment materially and adversely affects the

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interests of the Administrative Agent and the Lenders, as determined in the reasonable judgement of the Collateral Manager;

(vii)Corporate Changes. Within five (5) Business Days after the effective date thereof, notice of any change in the name, jurisdiction of organization, corporate structure, tax characterization or location of records of the Borrower; provided that the Borrower agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made under the UCC or otherwise that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral; and

(viii)Accounting Changes. Within two (2) Business Days after the effective date thereof, notice of any material change in the accounting policies of the Borrower relating to loan accounting or revenue recognition.

(ix)Investment Management Agreement. At least ten (10) Business Days prior to the effective date thereof, notice of any assignment of the Investment Management Agreement or waiver of any duties or obligations of the Investment Advisor (or any of its permitted assigns).

(p)Contest Recharacterization. The Borrower shall in good faith contest any attempt to recharacterize the treatment of the Loans as property of the bankruptcy estate of the Transferor.

(q)Payment Date Reporting.

(i)The Borrower shall deliver (or shall cause to be delivered) a Payment Date Report, for the previous quarter ending as of the applicable Determination Date, and delivered to the Administrative Agent and Collateral Custodian not later than 3:00 p.m. (New York City time) on the day that is two (2) Business Days preceding the related Payment Date. Each such Payment Date Report shall contain instructions to the Collateral Custodian to withdraw funds on the related Payment Date from the applicable Collection Account and pay or transfer amounts set forth in such report in the manner specified, and in accordance with the priorities established, in Section 2.7 or Section 2.8, as applicable.

(ii)If and to the extent the Collateral Manager may be required to calculate or to report in a Payment Date Report or other accounting hereunder or under the Collateral Manager Operating Agreement, the Dollar Equivalent of any amount, including the outstanding principal amount of an Eligible Loan, the Advances, the Borrowing Base or other such calculation or amount involving an Approved Foreign Currency, it shall use (A) the Dollar Equivalent identified in or (B) the Assigned Value provided in, as the case may be, the collateral database compiled and delivered (or caused to be compiled and delivered) to the Collateral Manager for the related collection or reporting period or other such amount as is identified in such calculation or such report by the Collateral Manager.

(iii)In preparing the Payment Date Report and other information and statements required hereunder, the Collateral Custodian shall provide the Collateral Manager with such information and data maintained by it pursuant to the terms of this Agreement to assist the Collateral Manager in preparing the Payment Date Report to the extent required under the terms hereof.

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(iv)In each Payment Date Report, the Collateral Manager shall further include a statement in the Borrowing Base Certificate delivered pursuant to Section 5.1(t) as to the amount and type (whether Principal Collections, Interest Collections or other Collections) of all Collections received since the prior Reporting Date, all Principal Collections and Interest Collections on deposit as of such Reporting Date and a detailed aging of each Loan.

(r)Sanctions; Anti-Money Laundering Laws; and Anti-Corruption Laws. The Borrower shall at all times comply with Sanctions, Anti-Money Laundering Laws and Anti-Corruption Laws applicable to the Borrower.

(s)Financial Statements. The Borrower shall furnish to the Administrative Agent for distribution to each Lender:

(i)as soon as available, but in any event within one hundred twenty (120) days after the end of each fiscal year of CIM Real Estate Finance Trust, Inc., a copy of the audited consolidated balance sheet of CIM Real Estate Finance Trust, Inc., as at the end of such year and the related statements of income and retained earnings and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, and, in the case of financial statements of CIM Real Estate Finance Trust, Inc., reported on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit, by an independent certified public accountants of nationally recognized standing;

(ii)as soon as available, but in any event not later than sixty (60) days after the end of each of the first three (3) quarterly periods of each fiscal year of CIM Real Estate Finance Trust, Inc., the unaudited balance sheet of CIM Real Estate Finance Trust, Inc. as at the end of such quarter and the related unaudited statements of income of CIM Real Estate Finance Trust, Inc. for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures for the previous year, and prepared on a consolidated basis, and each of which shall be certified by a Responsible Officer as being fairly stated in all material respects (subject to normal year-end audit adjustments);

(iii)all such financial statements shall be complete and correct in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein), subject to the absence of footnotes and normal year-end audit adjustments; and

(iv)as soon as available, but in any event not later than five (5) days after Borrower’s receipt thereof, the Obligors’ quarterly or annual financial results and, to the extent available from the Obligor as part of its financial reporting, the capital structure in connection with the applicable Underlying Instruments, together with the back-up financial and covenant compliance statements of the applicable Obligors.

(t)Certificates; Other Information. The Borrower shall furnish to the Administrative Agent for distribution to each Lender:

(i)concurrently with the delivery of the financial statements of CIM Real Estate Finance Trust, Inc. referred to in Section 5.1(s)(i), a certificate of a Responsible Officer of the Borrower stating that no knowledge was obtained of any Default or Event of Default, except as specified in such certificate;

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(ii)on each Measurement Date, a Borrowing Base Certificate showing the Borrowing Base and the Availability as of such date, and a calculation of the Borrower’s Total Interest Coverage Ratio to the extent tested pursuant to Section 5.2(n), certified as complete and correct by a Responsible Officer;

(iii)within five (5) Business Days following its effective date, a copy of any material amendment, restatement, supplement, waiver or other modification to any Underlying Instrument of any Eligible Loan, together with any documentation prepared by the Borrower or the Collateral Manager in connection with such document;

(iv)within five (5) Business Days after the same are filed, notice of all financial statements, filings and reports which CIM Real Estate Finance Trust, Inc. may make to, or file with, the Securities and Exchange Commission or any successor or analogous Governmental Authority; provided that, notwithstanding anything in this clause (iv) to the contrary, CIM Real Estate Finance Trust, Inc. shall be deemed to have satisfied its requirements of this clause (iv) if any financial statement, filings or reports made to or filed with the Securities and Exchange Commission is publicly available when made or filed on EDGAR at the www.sec.gov website or any successor service provided by the Securities and Exchange Commission;

(v)within one hundred twenty (120) days after the end of each fiscal year of the Transferor, a report covering such fiscal year of Protiviti Inc. or another firm of independent certified public accountants of nationally recognized standing (or any other party identified by the Administrative Agent) to the effect that such accountants (or such other party) have applied certain agreed-upon procedures (the “Agreed-Upon Procedures Report”) (a copy of which procedures are attached hereto as Schedule IV, it being understood that the Transferor and the Administrative Agent may provide an updated Schedule IV reflecting any further amendments to such Schedule IV agreed to between the Transferor and the Administrative Agent from time to time) a copy of which shall replace the then existing Schedule IV) to certain documents and records relating to the Collateral and the Loan Parties, compared the information contained in three random Borrowing Base Certificates (provided that the Administrative Agent, in its sole discretion, may elect that such analysis include (x) a smaller number of Borrowing Base Certificates and (y) only a subset of Loans included in each Borrowing Base Certificate) and Payment Date Reports, in each case, delivered during the period covered by such Agreed-Upon Procedures Report with such documents and records and that no matters came to the attention of such accountants (or such other party) that caused them to believe that (A) the information and the calculations included in such Borrowing Base Certificates and Payment Date Reports were not determined or performed in accordance with the provisions of this Agreement, except for such exceptions as such accountants (or such other party) shall believe to be immaterial and such other exceptions as shall be set forth in such statement, or (B) a Collateral Manager Termination Event occurred during the applicable reporting period; provided that, if the Administrative Agent has provided written notice to the Borrower that the Administrative Agent has, in its reasonable discretion, elected to directly engage a firm of independent certified public accountants of nationally recognized standing (or any other party identified by the Administrative Agent) to provide an Agreed-Upon Procedures Report for an applicable fiscal year, the Borrower shall not be obligated to separately furnish an Agreed-Upon Procedures Report for such fiscal year;

(vi)promptly, such additional financial and other information available to the Borrower, as any Lender may from time to time reasonably request;

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(vii)within one-hundred twenty (120) days after the end of each fiscal year of the Transferor, a static pool report substantially in the form of Exhibit A-7 or another form mutually acceptable to the Administrative Agent and the Borrower shall be provided to the Administrative Agent;1

(viii)concurrently with the delivery of the financial statements referred to in Sections 5.1(s)(i) and 5.1(s)(ii), a fully and properly completed compliance certificate substantially in the form of Exhibit F, certified on behalf of the Borrower by a Responsible Officer of the Borrower; and

(ix)in connection with each Payment Date Report, a calculation of Available Capital certified by the Fund and a calculation of the Borrower’s Total Interest Coverage Ratio.

(u)Further Assurances. The Borrower will execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing UCC and other financing statements, agreements or instruments) that may be required under applicable law, or that the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Transaction Documents and in order to grant, preserve, protect, perfect or more fully evidence the validity and first priority (subject to Permitted Liens) of the security interests and Liens created or intended to be created hereby. Such security interests and Liens will be created hereunder and the Borrower shall deliver or cause to be delivered to the Administrative Agent all such instruments and documents (including legal opinions and lien searches) as it shall reasonably request to evidence compliance with this Section 5.1(u). The Borrower agrees to provide such evidence as the Administrative Agent shall reasonably request as to the perfection and priority status of each such security interest and Lien.

(v)Non-Consolidation. The Borrower shall at all times act in a manner such that each of the assumptions made by Dechert LLP in their opinion delivered pursuant to Section 3.1(f) is true and accurate in all material respects, in each case solely to the extent the accuracy of such assumptions is necessary to support the conclusions set forth in such opinion. The Borrower shall at all times observe and be in compliance in all material respects with all covenants and requirements in the Governing Documents of the Borrower.

(w)Know Your Customer Laws. The Borrower will furnish to the Administrative Agent promptly, from time to time, information and documentation reasonably requested by the Administrative Agent or any Lender for the purpose of compliance with “know your customer” laws, including the Beneficial Ownership Regulation.

(x)Other. The Borrower will furnish to the Administrative Agent promptly, from time to time, such other information, documents, records or reports reasonably available to it respecting the Collateral or the condition or operations, financial or otherwise, of the Collateral Manager or the Borrower as the Administrative Agent or any Lender may from time to time reasonably request in order to protect the interests of the Administrative Agent or the other Secured Parties under or as contemplated by this Agreement.

1 Such report will include, without limitation, (A) a cumulative amount of loans originated by the Fund in each calendar year from the Effective Date compared to (B) a cumulative list that summarizes (i) loans originated by the Fund that experience a default (payment and insolvency), (ii) the date of such default, (iii) the amount of such loan at the time of default and (iv) the actual ultimate recovery for any such defaulted loan.

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Section 5.2    Negative Covenants of the Borrower.

During the Covenant Compliance Period:

(a)Other Business. The Borrower will not (i) engage in any business other than (A) entering into and performing its obligations under the Transaction Documents and other activities contemplated by the Transaction Documents, (B) the acquisition, ownership and management of the Collateral, and (C) the sale of Loans as permitted hereunder, (ii) incur any Indebtedness, obligation, liability or contingent obligation of any kind other than pursuant to this Agreement, or (iii) form any Subsidiary or make any Investment in any other Person except as permitted hereunder and in connection with a workout or restructuring of a Loan which shall constitute Collateral hereunder.

(b)Collateral Not to be Evidenced by Instruments. The Borrower will take no action to cause any Loan that is not, as of the Effective Date or the related Funding Date, as the case may be, evidenced by an Instrument, to be so evidenced except in connection with the enforcement or collection of such Loan or unless such Instrument is immediately delivered to the Document Custodian, together with an Indorsement in blank, as collateral security for such Loan.

(c)Security Interests. Except as otherwise permitted herein and in respect of any Discretionary Sale, Substitution or sale or repurchase of a Warranty Loan, the Borrower will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any Collateral, whether now existing or hereafter transferred hereunder, or any interest therein. The Borrower will promptly notify the Administrative Agent of the existence of any Lien (other than the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to this Agreement or Permitted Liens described in clause (a), (d), (e), (f) or (g) of the definition of “Permitted Liens”) on any Collateral and the Borrower shall defend the right, title and interest of the Administrative Agent, as agent for the Secured Parties in, to and under the Collateral against all claims of third parties (other than Permitted Liens described in clause (a), (d), (e), (f) or (g) of the definition of “Permitted Liens”).

(d)Mergers, Acquisitions, Sales, etc. The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire any of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person (other than as permitted hereunder, under the Sale Agreement or in connection with a workout or restructuring).

(e)Restricted Payments. The Borrower shall not make any Restricted Payments other than distributions of (i) amounts paid to it in accordance with Section 2.7 or 2.8 on a Payment Date as set forth in the related Payment Date Report, (ii) Loans in accordance with Section 2.14, (iii) the proceeds of Advances or (iv) amounts on deposit in the Pre-Funded Loan Account to the extent permitted under clause (y) of the final sentence of Section 2.9(f); provided that, distributions may be made only if immediately before and after giving effect to such distribution, (x) the Advances Outstanding shall not exceed Availability and (y) no Default or Event of Default shall exist.

(f)Change of Location of Underlying Instruments. Subject to Section 13.8, the Borrower shall not, without the prior consent of the Administrative Agent, consent to the Collateral Custodian or the Document Custodian, as applicable, moving any Certificated Securities or Instruments from the Collateral Custodian’s or the Document Custodian’s Custody Facilities on the Effective Date, unless the Borrower has given at least thirty (30) days’ written notice to the Administrative Agent and has taken all actions required under the UCC of each relevant jurisdiction in order to ensure that the Secured Parties’ first priority (subject to Permitted Liens) perfected security interest continues in effect.

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(g)ERISA Matters. The Borrower will not (i) knowingly permit to exist any accumulated funding deficiency, as defined in Section 302(a) of ERISA and Section 412(a) of the Code, or funding deficiency with respect to any Pension Plan of an ERISA Affiliate, if any, other than a Multiemployer Plan, (ii) fail to make or knowingly permit any ERISA Affiliate to fail to make, any payments to a Multiemployer Plan that the Borrower or any ERISA Affiliate may be required to make under the agreement relating to such Multiemployer Plan or any law pertaining thereto, (iii) terminate any Pension Plan of an ERISA Affiliate, if any, which could reasonably be expected to have a Material Adverse Effect, (iv) knowingly permit to exist any occurrence of any Reportable Event with respect to a Pension Plan of an ERISA Affiliate, if any, or (v) take any actions that would cause the underlying assets of the Borrower to constitute “plan assets” within the meaning of the Plan Asset Rules.

(h)Operating Agreement. The Borrower will not amend, modify, waive or terminate any provision of its operating agreement in any matter that is materially adverse to the Lenders or otherwise expressly prohibited under this Agreement without the prior written consent of the Administrative Agent.

(i)Changes in Payment Instructions to Obligors. The Borrower will not make any change, or cause the Collateral Manager to make any change, in its instructions to any relevant administrative agent or Obligor, as applicable, regarding payments to be made with respect to the Collateral to the Collection Account, unless the Administrative Agent has consented to such change.

(j)[Reserved].

(k)Fiscal Year. The Borrower shall not change its fiscal year or, except as required by GAAP, its method of accounting without providing the Administrative Agent with prior written notice providing a reasonably detailed explanation of such changes.

(l)[Reserved].

(m)Ownership. The Borrower shall not have any direct owners other than the Transferor.

(n)Minimum Interest Coverage Ratio. As of the end of any fiscal quarter, beginning with the first quarter ending twelve (12) months after the Effective Date or, if earlier, the fiscal quarter ending when the following test was first passed, Borrower shall not permit its Total Interest Coverage Ratio to be less than 1.50 to 1.00.

(o)Sanctions; Anti-Money Laundering Laws; and Anti-Corruption Laws. The Borrower shall not, directly or indirectly, use any proceeds hereunder, or lend, contribute, or otherwise make available such proceeds to any Subsidiary, joint venture partner, or other Person, (i) to fund any activities or any business of or with a Sanctioned Person in violation of any Sanctions; or (ii) in any manner that would be prohibited by, or would otherwise cause any party hereto to be in breach of, Sanctions, Anti-Money Laundering Laws or Anti-Corruption Laws.

Section 5.3    Affirmative Covenants of the Collateral Custodian and Document Custodian.

During the Covenant Compliance Period:

(a)Compliance with Law. The Collateral Custodian and Document Custodian will comply in all material respects with all Applicable Law.

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(b)Preservation of Existence. The Collateral Custodian and Document Custodian will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain such existence, rights, franchises, privileges and qualification has had, or could reasonably be expected to have, a Material Adverse Effect.

(c)Location of Underlying Instruments. Subject to Section 13.8, the Underlying Instruments shall remain at all times in the possession of the Document Custodian at the Custody Facilities unless notice of a different address is given in accordance with the terms hereof or unless the Administrative Agent agrees to allow certain Underlying Instruments to be released to the Collateral Manager on a temporary basis in accordance with the terms hereof, except as such Underlying Instruments may be released pursuant to this Agreement.

Section 5.4    Negative Covenants of the Collateral Custodian and Document Custodian.

During the Covenant Compliance Period:

(a)Underlying Instruments. Neither the Collateral Custodian nor the Document Custodian, as applicable, will dispose of any documents constituting the Underlying Instruments in any manner that is inconsistent with the performance of its obligations as the Collateral Custodian or Document Custodian, as applicable, pursuant to this Agreement and will not dispose of any Collateral except as contemplated by this Agreement.

(b)No Changes to Collateral Custodian Fee. The Collateral Custodian and Document Custodian will not make any changes to the Collateral Custodian Fee set forth in the Collateral Custodian Fee Letter without the prior written approval of the Administrative Agent and the Borrower.

ARTICLE VI

THE COLLATERAL CUSTODIAN

Section 6.1    Designation of Collateral Custodian.

(a)Initial Collateral Custodian. The role of the Collateral Custodian with respect to the Underlying Instruments relating to the Permitted Investments shall be conducted by the Person designated as Collateral Custodian hereunder from time to time in accordance with this Section 6.1. Until the Administrative Agent shall give to U.S. Bank Trust Company, National Association a Collateral Custodian Termination Notice, U.S. Bank Trust Company, National Association is hereby appointed as, and hereby accepts such appointment and agrees to perform the duties and obligations of, Collateral Custodian pursuant to the terms hereof.

(b)Successor Collateral Custodian. Upon the Collateral Custodian’s receipt of a Collateral Custodian Termination Notice from the Administrative Agent of the designation of a successor Collateral Custodian pursuant to the provisions of Section 6.5, the Collateral Custodian agrees that it will terminate its activities as Collateral Custodian hereunder.

Section 6.2    Duties of Collateral Custodian.

(a)Appointment. Each of the Borrower and the Administrative Agent hereby designate and appoint the Collateral Custodian to act as its agent and hereby authorizes the Collateral Custodian to take such actions on its behalf and to exercise such powers and perform such duties as are expressly granted to the Collateral Custodian by this Agreement. The

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Collateral Custodian hereby accepts such agency appointment to act as Collateral Custodian pursuant to the terms of this Agreement, until its resignation or removal as Collateral Custodian pursuant to the terms hereof.

(b)Duties. On or before the initial Funding Date, and until its removal pursuant to Section 6.5, the Collateral Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations:

(i)In taking and retaining custody of the Underlying Instruments with respect to the Permitted Investments, the Collateral Custodian shall be deemed to be acting as the agent of the Secured Parties; provided that the Collateral Custodian makes no representations as to the existence, perfection or priority of any Lien on the Underlying Instruments or the instruments therein; and provided further that the Collateral Custodian’s duties as agent shall be limited to those expressly contemplated herein.

(ii)[Reserved].

(iii)The Collateral Custodian shall make payments in accordance with Section 2.7 and Section 2.8 (the “Payment Duties”).

(iv)Commencing 5 Business Days following the date hereof, the Collateral Custodian shall provide a written daily report to the Administrative Agent and the Collateral Manager of (x) all deposits to and withdrawals from the Accounts for each Business Day and the outstanding balances as of the end of each Business Day, and (y) a report of settled trades for each Business Day.

(v)On or before the Effective Date, the Collateral Custodian shall accept, or shall have accepted, from the Collateral Manager delivery of the information required to be set forth in the Borrowing Base Certificate in hard copy and on computer tape, or via electronic communication (including e-mail); provided that the computer tape is in an MS DOS, PC readable ASCII format or other format to be agreed upon by the Collateral Custodian and the Collateral Manager on or prior to closing.

(vi)Not later than 12:00 p.m. (New York City time) on each Reporting Date, the Collateral Manager shall deliver to the Collateral Custodian the loan tape, which shall include but not be limited to the following information: (x) for each Loan, the name and number of the related Obligor, the collection status, the loan status, an indication of whether or not such Loan is an Eligible Loan, the date of each Scheduled Payment and the Outstanding Balance, (y) the Borrowing Base and (z) the Adjusted Borrowing Value of each Loan and such other information, including any information related to an Approved Foreign Currency, as may be reasonably required for the Collateral Custodian to perform its duties hereunder (such loan tape, the “Tape”). The Collateral Custodian shall accept delivery of the Tape.

(vii)Prior to the related Payment Date, the Collateral Custodian shall review the Payment Date Report to ensure that it is complete on its face and, based solely on the information provided in the Tape, that the following items in such Payment Date Report have been accurately calculated, if applicable, and reported: (A) the Borrowing Base, (B) the Collateral Custodian Fee, (C) the Adjusted Borrowing Value of each Loan and (D) Availability. The Collateral Custodian by a separate written report shall notify the Administrative Agent and the Collateral Manager of any disagreements with the

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Payment Date Report based on such review not later than the Business Day preceding such Payment Date to such Persons.

(viii)In performing its duties, all calculations made by the Collateral Custodian pursuant to this Section 6.2(b) using Advance Rate, EBITDA and Unrestricted Cash of any Obligor (or, with respect to Advance Rate, Loan) shall be made using such amounts and an Approved Foreign Currency as provided by the Borrower or the Collateral Manager to the Collateral Custodian on the Tape.

(ix)In performing its duties, the Collateral Custodian shall use a commercially reasonable degree of care and attention required or expected with respect to the provision of similar services and similar loans.

(x)If, in performing its duties under this Section 6.2, the Collateral Custodian is required to decide between alternative courses of action, the Collateral Custodian may request written instructions (or verbal instructions, followed by written confirmation) from the Collateral Manager as to the course of action desired by it. If the Collateral Custodian does not receive such instructions within seven (7) Business Days after it has requested them, the Collateral Custodian may, but shall be under no duty to, take or refrain from taking any such courses of action; provided that the Collateral Custodian, as promptly as possible notifies the Collateral Manager which course of action, if any (or refrainment from taking any course of action), it has decided to take. The Collateral Custodian shall act in accordance with instructions received after such seven (7) Business Day period except (so long as it has provided the notice set forth in the prior sentence) to the extent it has already taken, or committed itself to take, action inconsistent with such instructions.

(xi)The Collateral Manager, Administrative Agent and Borrower, as applicable, shall cooperate with the Collateral Custodian as reasonably requested in performing the duties set forth in this Section 6.2.

(c)Reliance on Tape. With respect to the duties described in Section 6.2(b), the Collateral Custodian, is entitled to rely conclusively, and shall be fully protected in so relying, on the contents of each Tape, including, but not limited to, the completeness and accuracy thereof, provided by the Collateral Manager. The Collateral Custodian shall have no liability for any errors in the content of any Tape and, except as specifically provided herein, shall not be required to verify, recompute, reconcile or recalculate any such information or data. Without limiting the generality of any terms of the foregoing, (i) the Collateral Custodian shall have no liability for (A) any failure, inability or unwillingness on the part of the Collateral Manager to provide accurate and complete information on a timely basis to the Collateral Custodian or otherwise on the part of the Collateral Manager to comply with the terms of this Agreement or any other Transaction Document or (B) any inaccuracy or error in the performance of or observance by the Collateral Custodian of any of its duties hereunder or any other failure of the Collateral Custodian to comply with the terms of this Agreement in each case, that is caused by or results from any such inaccurate, incomplete or untimely information received by the Collateral Custodian and (ii) the Collateral Custodian shall rely conclusively on the information in the Tape as to the correct characterization or categorization of any Loan, including the Collateral Manager’s determination of whether such Loan is an Eligible Loan.

Section 6.3    Merger or Consolidation.

Any Person (i) into which the Collateral Custodian may be merged or consolidated, (ii) that may result from any merger or consolidation to which the Collateral Custodian shall be a party, or (iii) that may succeed to the properties and assets of the Collateral

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Custodian substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Collateral Custodian hereunder, shall be the successor to the Collateral Custodian under this Agreement and any other Transaction Document to which it is a party without further act of any of the parties to this Agreement.

Section 6.4    Collateral Custodian Compensation.

As compensation for its collateral custodian activities hereunder, the Collateral Custodian shall be entitled to a Collateral Custodian Fee pursuant to the provision of Section 2.7 or Section 2.8, as applicable. The Collateral Custodian’s entitlement to receive the Collateral Custodian Fee shall cease on the earlier to occur of: (i) its removal as Collateral Custodian pursuant to Section 6.5 or (ii) the termination of this Agreement.

Section 6.5    Collateral Custodian Removal.

The Collateral Custodian may be removed, with or without cause, by the Administrative Agent by notice given in writing to the Collateral Custodian (the “Collateral Custodian Termination Notice”); provided that notwithstanding its receipt of a Collateral Custodian Termination Notice, the Collateral Custodian shall continue to act in such capacity until a successor Collateral Custodian has been appointed by the Administrative Agent, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed), has agreed to act as Collateral Custodian hereunder, and has received all Underlying Instruments held by the previous Collateral Custodian.

Section 6.6    Limitation on Liability.

(a)The Collateral Custodian may conclusively rely on and shall be fully protected in acting upon any certificate, instrument, opinion, notice, letter, telegram, electronic communication, or other document delivered to it and that in good faith it reasonably believes to be genuine and that has been signed by the proper party or parties. The Collateral Custodian may rely conclusively on and shall be fully protected in acting upon (a) the written instructions of any designated officer of the Administrative Agent or, prior to the occurrence and continuance of an Event of Default or Collateral Manager Termination Event, the Collateral Manager or (b) the verbal instructions of the Administrative Agent or, prior to the occurrence and continuance of an Event of Default or Collateral Manager Termination Event, the Collateral Manager.

(b)The Collateral Custodian may consult counsel satisfactory to it and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(c)The Collateral Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or for anything that it may do or refrain from doing in connection herewith except, notwithstanding anything to the contrary contained herein, in the case of its willful misconduct, bad faith or grossly negligent performance or omission of its duties and in the case of its grossly negligent performance of its Payment Duties and in the case of its grossly negligent performance of its duties in taking and retaining custody of the Underlying Instruments. Under no circumstances will the Collateral Custodian be liable for indirect, special, consequential, punitive, or incidental damages, such as loss of use, revenue or profit.

(d)The Collateral Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or

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transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Collateral. The Collateral Custodian shall not be obligated to take any legal action hereunder that might in its judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it.

(e)The Collateral Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Collateral Custodian.

(f)The Collateral Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder.

(g)It is expressly agreed and acknowledged that the Collateral Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral.

(h)The Collateral Custodian may assume the genuineness of any such Required Loan Document it may receive and the genuineness and due authority of any signatures appearing thereon, and shall be entitled to assume that each Required Loan Document it may receive is what it purports to be. If an original “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC, respectively, is or shall be or become available with respect to any Collateral to be held by the Collateral Custodian under this Agreement, it shall be the sole responsibility of the Borrower to make or cause delivery thereof to the Collateral Custodian, and the Collateral Custodian shall not be under any obligation at any time to determine whether any such original security or instrument has been or is required to be issued or made available in respect of any Collateral or to compel or cause delivery thereof to the Collateral Custodian. Without prejudice to the generality of the foregoing, the Collateral Custodian shall be without liability to the Borrower, the Collateral Manager, the Administrative Agent or any other Person for any damage or loss resulting from or caused by events or circumstances beyond the Collateral Custodian’s reasonable control, including nationalization, expropriation, currency restrictions, the interruption, disruption or suspension of the normal procedures and practices of any securities market, power, mechanical, communications or other technological failures or interruptions, computer viruses or the like, fires, floods, earthquakes or other natural disasters, civil and military disturbance, acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, natural disasters of any kind, or other similar events or acts (it being understood that the Collateral Custodian shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances); errors by the Borrower, the Collateral Manager or the Administrative Agent (including any Responsible Officer of any thereof) in its instructions to the Collateral Custodian; or changes in applicable law, regulation or orders.

(i)In the event that (i) the Borrower, the Collateral Manager, the Administrative Agent, Lenders, or the Collateral Custodian shall be served by a third party with any type of levy, attachment, writ or court order with respect to any Loan or Required Loan Document or (ii) a third party shall institute any court proceeding by which any Required Loan Document shall be required to be delivered otherwise than in accordance with the provisions of this Agreement, the party receiving such service shall promptly deliver or cause to be delivered to the other parties to this Agreement copies of all court papers, orders, documents and other materials concerning such proceedings. The Collateral Custodian shall, to the extent permitted by law, continue to hold and maintain all the Required Loan Documents that are the subject of such proceedings pending a final, nonappealable order of a court of competent jurisdiction permitting or directing disposition thereof. Upon final determination of such court, the Collateral Custodian shall dispose of such Required Loan Documents as directed by the Administrative

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Agent, which shall give a direction consistent with such determination. Reasonable and documented out-of-pocket expenses of the Collateral Custodian incurred as a result of such proceedings shall be borne by the Borrower.

(j)In case any reasonable question arises as to its duties hereunder, the Collateral Custodian may, in the absence of a continuing of an Event of Default or the occurrence of the Termination Date, request instructions from the Collateral Manager and during the existence of an Event of Default or following the occurrence of the Termination Date, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Collateral Manager or the Administrative Agent, as applicable. The Collateral Custodian shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent.

(k)Without limiting the generality of any terms of this section, the Collateral Custodian shall have no liability for any failure, inability or unwillingness on the part of the Collateral Manager, the Administrative Agent, any agent or the Borrower to provide accurate and complete information on a timely basis to the Collateral Custodian, or otherwise on the part of any such party to comply with the terms of this Agreement, and shall have no liability for any inaccuracy or error in the performance or observance on the Collateral Custodian’s part of any of its duties hereunder that is caused by or results from any such inaccurate, incomplete or untimely information received by it, or other failure on the part of any such other party to comply with the terms hereof.

(l)The Collateral Custodian shall not be deemed to have knowledge or notice of any matter unless actually known to a Responsible Officer of the Collateral Custodian.

(m)The Collateral Custodian may exercise any of its rights or powers hereunder or perform any of its duties hereunder with respect to any foreign exchange transaction, either directly or, by or through agents or attorneys, and the Collateral Custodian shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed hereunder with due care by it. Neither the Collateral Custodian nor any of its affiliates, directors, officers, shareholders, agents or employees will be liable to the Collateral Manager, the Borrower or any other Person, except by reason of acts or omissions by the Collateral Custodian constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Collateral Custodian’s duties hereunder. The Collateral Custodian shall in no event have any liability for the actions or omissions of the Borrower, the Collateral Manager, the Administrative Agent, or any other Person, and shall have no liability for any inaccuracy or error in any duty performed by it that results from or is caused by inaccurate, untimely or incomplete information or data received by it from the Borrower, the Collateral Manager, the Administrative Agent, or another Person except to the extent that such inaccuracies or errors are caused by the Collateral Custodian’s own bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder.

(n)It is understood and agreed that any foreign exchange transaction effected by the Collateral Custodian acting at the direction of the Administrative Agent, the Borrower or the Collateral Manager may be entered with U.S. Bank Trust Company, National Association or its Affiliates acting as principal or otherwise through customary banking channels. The Collateral Custodian shall be entitled at all times to comply with any legal or regulatory requirements applicable to currency or foreign exchange transactions. Each party hereto acknowledges that the Collateral Custodian or any Affiliates of the Collateral Custodian involved in any such foreign exchange transactions may make a margin or banking income from foreign exchange transactions entered into pursuant to this section for which they shall not be required to account to the Borrower, the Administrative Agent or the Collateral Manager. All risk and

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expense incident to such conversion is the responsibility of the Borrower, the Administrative Agent or the Collateral Manager. The Collateral Custodian shall have no (x) responsibility for fluctuations in exchange rates affecting any collections or conversion thereof and (y) to the extent it complies with the instructions provided by the respective party, liability for any losses incurred or resulting from the rates obtained in such foreign exchange transactions.

(o)The Collateral Custodian shall have no obligation to supervise, verify, monitor or administer the performance of the Collateral Manager or the Borrower and shall have no liability for any action taken or omitted by the Collateral Manager (including any successor to the Collateral Manager) or the Borrower. The Collateral Custodian may act through its agents, attorneys and custodians in performing any of its duties and obligations under this Agreement, it being understood by the parties hereto that the Collateral Custodian will not be liable for any acts or omissions of any such agents, attorneys or custodians appointed by it with due care. Neither the Collateral Custodian nor any of its officers, directors, employees or agents shall be liable, directly or indirectly, for any damages or expenses arising out of the services performed under this Agreement other than damages or expenses that result from the gross negligence or willful misconduct of it or them.

(p)For the avoidance of doubt, the Collateral Custodian shall not be under any obligation (i) to monitor, determine or verify the unavailability or cessation of Daily Simple SOFR (or other Benchmark), or whether or when there has occurred, or to give notice to any other transaction party of the occurrence of, any Benchmark Transition Event or Benchmark Replacement Date, (ii) to select, determine or designate any Benchmark Replacement, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, or (iii) to select, determine or designate any Benchmark Replacement Adjustment or other modifier to any replacement or successor index, or (iv) to determine whether or what Benchmark Replacement Conforming Changes are necessary or advisable, if any, in connection with any of the foregoing. Neither the Collateral Custodian nor the Document Custodian shall be liable (other than in connection with any action or omission on the part of the Collateral Custodian or Document Custodian, as applicable, constituting gross negligence, bad faith, willful misconduct, or reckless disregard of its obligations under the Transaction Documents to which it is a party) for any inability, failure or delay on its part to perform any of their respective duties set forth in this Agreement or the other Transaction Documents as a result of the unavailability of Daily Simple SOFR (or other applicable Benchmark) and absence of a designated Benchmark Replacement, including as a result of any inability, delay, error or inaccuracy on the part of any other transaction party, in providing any direction, instruction, notice or information required or contemplated by the terms of this Agreement and the other Transaction Documents, and reasonably required for the performance of such duties.

Section 6.7    Resignation of the Collateral Custodian.

(a)The Collateral Custodian shall not resign from the obligations and duties hereby imposed on it except upon (a) ninety (90) days written notice to the Borrower, the Collateral Manager, the Administrative Agent and each Lender, or (b) the Collateral Custodian’s determination that (i) the performance of its duties hereunder is or becomes impermissible under Applicable Law and (ii) there is no reasonable action that the Collateral Custodian could take to make the performance of its duties hereunder permissible under Applicable Law. Any such determination permitting the resignation of the Collateral Custodian shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Administrative Agent. No such resignation shall become effective until a successor Collateral Custodian shall have assumed the responsibilities and obligations of the Collateral Custodian hereunder. Upon the resignation of the Collateral Custodian, the Administrative Agent shall appoint a successor Collateral Custodian that, unless an Event of Default shall have occurred and is continuing, is reasonably acceptable to the Borrower and if it does not do so within thirty (30) days of the

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Collateral Custodian’s resignation, the Borrower may so appoint the successor and if it does not do so within sixty (60) days of the Collateral Custodian’s resignation, Collateral Custodian may petition a court of competent jurisdiction for the appointment of a successor.

(b)Upon ninety (90) days prior written notice to the Borrower, the Administrative Agent and each Lender, the Collateral Custodian will have the right to assign its obligations hereunder with the prior written consent of the Administrative Agent and the Borrower, which consents shall not be unreasonably withheld, provided, that such assignment must be to a Person that is a nationally reputable collateral custodian with experience providing services of the type that Collateral Custodian is obligated to provide hereunder and with respect to loans of the type represented by the Loans. In addition, the Collateral Custodian may execute any of its duties under this Agreement by or through agents; provided that the Collateral Custodian shall remain primarily liable for the due performance of its duties hereunder.

Section 6.8    Access to Certain Documentation and Information Regarding the Collateral; Audits.

The Collateral Manager, the Borrower and the Collateral Custodian shall provide to the Administrative Agent access to the Underlying Instruments and all other documentation regarding the Collateral including in such cases where the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days’ prior written request, (ii) during normal business hours and (iii) subject to the Collateral Manager’s and Collateral Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the Collateral Manager’s collection and administration of the Collateral in order to assess compliance by the Collateral Manager with the Collateral Management Agreement and may conduct an audit of the Collateral, the Underlying Instruments, and the information contained in the Borrowing Base Certificates and Payment Date Reports in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time. The fees and expenses of the Collateral Custodian incurred under this Section 6.8 shall be borne by the Borrower; provided that so long as no Event of Default has occurred and is continuing, the Borrower shall be responsible for all costs and expenses for only one (1) such visit per fiscal year.

ARTICLE VII

SECURITY INTEREST

Section 7.1    Grant of Security Interest.

(a)This Agreement constitutes a security agreement and the Advances effected hereby constitute secured loans by the applicable Lenders to the Borrower under Applicable Law. For such purpose, the Borrower hereby collaterally assigns and grants as of the Effective Date to the Administrative Agent, as agent for the Secured Parties, a lien and continuing security interest in all of the Borrower’s right, title and interest in, to and under (in each case, whether now owned or existing, or hereafter acquired or arising) all Accounts, Cash,

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General Intangibles, Instruments and Investment Property and any and all of the following property (the “Collateral”):

(i)all Loans, Permitted Investments and Equity Securities, all payments thereon or with respect thereto and all contracts to purchase, commitment letters, confirmations and due bills relating to any Loans, Permitted Investments or Equity Securities;

(ii)the Accounts and all Cash and Financial Assets credited thereto and all income from the investment of funds therein;

(iii)all Transaction Documents to which the Borrower is a party;

(iv)all Cash and other funds;

(v)all Collections, rights in Underlying Assets and Underlying Instruments, Insurance Policies, all Required Loan Documents and related records and assets;

(vi)all accounts, accessions, profits, income benefits, proceeds, substitutions and replacements, whether voluntary or involuntary, of and to any of the property of the Borrower described in the preceding clauses; and

(vii)any and all other property of any type or nature owned by the Borrower;

in each case, whether now existing or hereafter arising or acquired by the Borrower, and wherever the same may be located, to secure the prompt and complete payment and performance in full when due, whether by lapse of time, acceleration or otherwise, of the Obligations of the Borrower arising in connection with this Agreement and each other Transaction Document, whether now or hereafter existing, due or to become due, direct or indirect, or absolute or contingent, including all Obligations. Notwithstanding any of the other provisions set forth in this Agreement, this Agreement shall not constitute a grant of a security interest in (A) any Excluded Amounts, (B) any amounts received by the Borrower from an Obligor following the sale of the related Loan by the Borrower pursuant to Section 2.14 which the Borrower is required to pay to the purchaser of such Loan, and (C) any property to the extent that such grant of a security interest is prohibited by any Applicable Law not in effect as of the date hereof or requires a consent not obtained of any Governmental Authority pursuant to such Applicable Law, provided that (x) immediately at such time as the prohibition shall no longer be applicable, such security interest shall attach immediately to such assets and (y) the Collateral includes any Proceeds of any such assets. The powers conferred on the Administrative Agent and the other Secured Parties hereunder are solely to protect the Administrative Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Secured Party to exercise any such powers. Each of the Administrative Agent and each Secured Party shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence, bad faith or willful misconduct. If the Borrower fails to perform or comply with any of its agreements contained herein, the Administrative Agent, at its option, but without any obligation to do so, may itself perform or comply, or otherwise cause performance or compliance, with such agreement. The reasonable and documented out-of-pocket expenses of the Administrative Agent incurred in connection with such performance or compliance shall be payable by the Borrower to the Administrative Agent on the next Payment Date following receipt of a request therefor with an accompanying reasonably detailed description thereof, all

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costs and expenses that have been invoiced at least three (3) Business Days prior to such Payment Date and shall constitute Obligations secured hereby.

(b)The grant of a security interest under this Section 7.1 does not constitute and is not intended to result in a creation or an assumption by the Administrative Agent or any of the other Secured Parties of any obligation of the Borrower or any other Person in connection with any or all of the Collateral or under any agreement or instrument relating thereto. Anything herein to the contrary notwithstanding, (i) the Borrower shall remain liable under any applicable Collateral to the extent set forth therein to perform all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by the Administrative Agent, as agent for the Secured Parties, of any of its rights in the Collateral shall not release the Borrower from any of its duties or obligations under any applicable Collateral, and (iii) none of the Administrative Agent or any other Secured Party shall have any obligations or liability under the Collateral by reason of this Agreement, nor shall the Administrative Agent or any other Secured Party be obligated to perform any of the obligations or duties of the Borrower thereunder or to take any action to collect or enforce any claim for payment assigned hereunder.

(c)Notwithstanding anything to the contrary, the Borrower, the Collateral Manager, the Administrative Agent, the Collateral Custodian and each Lender hereby agree to treat, and to cause each of their respective Affiliates to treat, each Note as indebtedness for purposes of United States federal and state income tax or state franchise tax to the extent permitted by Applicable Law and shall file its tax returns or reports, or cause its Affiliates to file such tax returns or reports, in a manner consistent with such treatment.

Section 7.2    Release of Lien on Collateral.

(a)    At the same time as (i) any Collateral expires by its terms and all amounts in respect thereof have been paid in full by the related Obligor and deposited in the Collection Account or (ii) any Loan has been the subject of a Discretionary Sale, Substitution or a sale or repurchase of a Warranty Loan permitted pursuant to Section 2.14 and all Proceeds thereof have been deposited in the Collection Account, the lien and security interest granted hereunder in favor of the Administrative Agent shall be released automatically without any further action by any Person. In connection with any Discretionary Sale, Substitution or a sale or repurchase of a Warranty Loan permitted pursuant to Section 2.14, the Administrative Agent, as agent for the Secured Parties, will after the deposit by the Borrower (or the Collateral Manager on its behalf) of any Proceeds thereof into the Collection Account, at the sole expense of the Borrower, execute and deliver to the Borrower (or the Collateral Manager on its behalf) any assignments, bills of sale, termination statements and any other releases and instruments as the Borrower (or the Collateral Manager on its behalf) may reasonably request in order to effect the release and transfer of such Collateral; provided that, the Administrative Agent, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such sale or transfer and assignment. Nothing in this Section 7.2 shall diminish the Collateral Manager’s obligations pursuant to Section 5 of the Collateral Management Agreement with respect to the Proceeds of any such Discretionary Sale, Substitution or a sale or repurchase of a Warranty Loan.

(b)    At the same time as this Agreement terminates in accordance with Section 11.6, and the Obligations are paid in full in cash (other than contingent indemnification obligations for which no claim has been asserted), the lien and security interest granted hereunder in favor of the Administrative Agent, as agent for the Secured Parties, shall be released automatically without any further action by any Person; provided that, the Administrative Agent, as agent for the Secured Parties will, to the extent requested by the Borrower (or the Collateral Manager on its behalf), at the sole expense of the Borrower, execute

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and deliver to the Borrower (or the Collateral Manager on its behalf) any assignments, bills of sale, termination statements and any other releases and instruments as the Borrower (or the Collateral Manager on its behalf) may reasonably request in order to effect the release and transfer of such Collateral; provided, further, that, the Administrative Agent, as agent for the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such sale or transfer and assignment.

Section 7.3    Remedies.

Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent and Secured Parties shall have, with respect to the Collateral granted pursuant to Section 7.1, and in addition to all other rights and remedies available to the Administrative Agent and Secured Parties under this Agreement or other Applicable Law, all rights and remedies set forth in Section 8.2.

Section 7.4    Waiver of Certain Laws.

The Borrower agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where any Collateral may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and the Borrower, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful to do so, the benefit of all such laws, and any and all right to have any of the properties or assets constituting the Collateral marshaled upon any such sale, and agrees that the Administrative Agent or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral as an entirety or in such parcels as the Administrative Agent or such court may determine.

Section 7.5    Power of Attorney.

The Borrower hereby irrevocably appoints the Administrative Agent its true and lawful attorney (with full power of substitution) in its name, place and stead and at the Borrower’s expense, in connection with the enforcement of the rights and remedies provided for (and subject to the terms and conditions set forth) in this Agreement during the continuance of an Event of Default, including the following powers: (a) to give any necessary receipts or acquittance for amounts collected or received hereunder, (b) to make all necessary transfers of the Collateral in connection with any such sale or other disposition made pursuant hereto, (c) to execute and deliver for value all necessary or appropriate bills of sale, assignments and other instruments in connection with any such sale or other disposition, the Borrower hereby ratifying and confirming all that such attorney (or any substitute) shall lawfully do hereunder and pursuant hereto, and (d) to sign any agreements, orders or other documents (other than any amendment to any Transaction Document) in order to enforce the Borrower’s rights and obligations under or pursuant to any Transaction Document. Nevertheless, if so requested by the Administrative Agent, the Borrower shall ratify and confirm any such sale or other disposition by executing and delivering to the Administrative Agent or such purchaser all proper bills of sale, assignments, releases and other instruments as may be designated in any such request.

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ARTICLE VIII

EVENTS OF DEFAULT

Section 8.1    Events of Default.

The following events shall be Events of Default (“Events of Default”) hereunder:

(a)any failure by the Borrower to pay any principal when due (including on the Termination Date); provided that in the case of a failure to pay (other than any such failure with respect to a payment due on the Termination Date) due to an administrative error or omission, such failure continues for three (3) or more Business Days after any Secured Party receives written notice or has actual knowledge of such administrative error or omission and has provided notice of such failure to the Borrower; or

(b)any failure by the Borrower to pay all accrued and unpaid Interest and Non-Usage Fees on any Payment Date; provided that in the case of a failure to pay (other than any such failure with respect to a payment due on the Termination Date) due to an administrative error or omission, such failure continues for three (3) or more Business Days after any Secured Party receives written notice or has actual knowledge of such administrative error or omission and has provided notice of such failure to the Borrower; or

(c)failure to pay, on the Termination Date, the outstanding principal of all Advances Outstanding, and all Interest and all fees accrued and unpaid thereon together with all other Obligations; or

(d)the Borrower fails to make any payments not addressed by Section 8.1(a) through (c) when due under the Transaction Documents and the same continues unremedied for a period of thirty (30) days after the earlier to occur of (i) the date on which written notice of such failure shall have been given to the Borrower and (ii) the date on which the Borrower acquires knowledge thereof; or

(e)the failure on the part of the Borrower to observe or perform the covenants set forth in Sections 5.1(a), 5.1(b), 5.1(c), 5.1(d), 5.1(e), 5.1(f), 5.1(g), 5.1(h), 5.1(k), 5.1(n), 5.1(p), 5.1(v) or 5.2; provided that, with respect to a failure on the part of the Borrower to observe or perform the covenant set forth on Section 5.1(n), such failure shall not be an Event of Default hereunder if (i) such Lien is released within five (5) Business Days after the earlier to occur of (x) the date on which written notice of such failure requiring the same to be remedied shall have been given to the Borrower and (y) the date on which the Borrower acquires knowledge thereof, or (ii) a reserve has been established for such Lien in accordance with GAAP and such Lien is being diligently contested in good faith by the Borrower (except to the extent that the amount secured by such Lien exceeds $500,000); or

(f)the failure on the part of the Collateral Manager to observe or perform the covenants set forth in Sections 13(a), 13(b), 13(c), 13(d), 13(e), 13(f), 13(h), 13(j), 13(l), 13(m), 13(n), 13(p) or 13(q) of the Collateral Management Agreement; or

(g)any failure on the part of any Loan Party duly to observe or perform in any material respect any other covenants or agreements of such Loan Party (other than those specifically addressed by a separate Event of Default), as applicable, set forth in this Agreement or the other Transaction Documents to which such Loan Party is a party and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied

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shall have been given to the applicable Loan Party and (ii) the date on which the applicable Loan Party acquires knowledge thereof; or

(h)the occurrence of an Insolvency Event relating to the Borrower, the Transferor or the Collateral Manager; or

(i)the occurrence of a Change of Control with respect to the Borrower or the Fund; or

(j)the occurrence of a Collateral Manager Termination Event; or

(k)the rendering of one or more final, non-appealable judgments, decrees or orders by a court or arbitrator of competent jurisdiction against any Loan Party for the payment of money in excess individually or in the aggregate of $250,000 (in the case of the Borrower), $2,000,000 (in the case of the Transferor) or the lesser of (x) the Collateral Manager’s net asset value multiplied by 3.00% and (y) $25,000,000 (in the case of the Collateral Manager) (in each case, net of amounts covered by insurance), and there is a period of thirty (30) consecutive days during which the judgment is not satisfied, discharged (or provision has not been made for such discharge) or bonded, or a stay of enforcement of such judgment is not in effect or is not satisfied; or

(l)the Borrower shall assign or attempt to assign any of its rights, obligations or duties under this Agreement without the prior written consent of the Administrative Agent (such consent to be provided) in the sole and absolute discretion of the Administrative Agent; or

(m)[reserved]; or

(n)the Borrower shall fail to qualify as a bankruptcy-remote entity based upon the criteria set forth in Section 4.1(t), such that Dechert LLP or another law firm reasonably acceptable to the Administrative Agent could no longer render a customary nonconsolidation opinion with respect thereto; or

(o)any Transaction Document, or any material portion of a Lien granted thereunder, shall (except in accordance with its terms), in whole or in part, terminate, cease to be effective or cease to be the legally valid, binding and enforceable obligation of any Loan Party party thereto, or

(p)any Loan Party or Governmental Authority shall, directly or indirectly, contest in any manner the effectiveness, validity, binding nature or enforceability of any Transaction Document or any lien or security interest thereunder; or

(q)(i) failure of the Transferor or the Collateral Manager to pay when due any principal of or interest on or any other amount payable in respect of one or more items of Indebtedness with an aggregate principal amount of $2,000,000 or more (in the case of the Transferor) or the lesser of (x) the Collateral Manager’s net asset value multiplied by 3.00% and (y) $25,000,000 or more (in the case of the Collateral Manager), beyond any applicable grace or cure period, if any, provided therefor; or (ii) breach or default by the Transferor or the Collateral Manager with respect to any other material term of (1) one or more items of Indebtedness in the individual or aggregate principal amounts referred to in clause (i) above, or (2) any loan agreement, mortgage, indenture or other agreement relating to such item(s) of Indebtedness, in each case beyond any applicable grace or cure period, if any, provided therefor, if the effect of such breach or default is to cause that Indebtedness to become or be declared due and payable (or subject to a compulsory repurchase or redeemable) prior to its stated maturity or the stated maturity of any underlying obligation, as the case may be; or

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(r)any security interest securing any obligation under any Transaction Document shall, in whole or in part, cease to be a first priority perfected security interest (subject only to Permitted Liens) except as otherwise expressly permitted to be released in accordance with the applicable Transaction Document; or

(s)the existence of a Borrowing Base Deficiency which continues unremedied for (x) two (2) consecutive Business Days or (y) if an Equity Cure Notice was delivered with respect to such event, ten (10) Business Days; or

(t)(x) the Borrower shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act or (y) the Fund shall become required to register as an “investment company” within the meaning of the 1940 Act or the arrangements contemplated by the Transaction Documents shall require registration as an “investment company” within the meaning of the 1940 Act and the Fund is not otherwise registered; or

(u)the IRS or any other Governmental Authority shall file notice of a lien pursuant to Section 6323 of the Code with regard to any assets of the Borrower, or the Pension Benefit Guaranty Corporation shall file notice of a lien pursuant to Section 4068 of ERISA with regard to any assets of the Borrower and such lien shall not have been released within five (5) Business Days, unless in each case, a reserve has been established therefor in accordance with GAAP and such lien is being diligently contested in good faith by the Borrower (except to the extent that the amount secured by such lien exceeds $250,000 and has not been cash-collateralized by a contribution from the Fund); or

(v)any representation, warranty or certification made by any Loan Party in any Transaction Document or in any certificate delivered pursuant to any Transaction Document shall prove to have been incorrect in any material respect when made or deemed made (except for such representations and warranties as are qualified by materiality, a Material Adverse Effect or any similar qualifier, which representations and warranties shall be true in all respects) and the same continues unremedied for a period of thirty (30) days (if such failure can be remedied) after the earlier to occur of (i) the date on which written notice of such failure requiring the same to be remedied shall have been given to such Loan Party and (ii) the date on which such Loan Party acquires knowledge thereof; or

(w)(i) any material provision of any Transaction Document shall at any time for any reason cease to be valid and binding or in full force and effect; or (ii) any Loan Party shall deny that it has any or further liability or obligation under any material provision of any Transaction Document to which it is a party.

Section 8.2    Remedies.

(a)Upon the occurrence and continuation of an Event of Default, the Administrative Agent may, or, at the direction of the Required Lenders shall, by notice to the Borrower (with a copy to the Collateral Custodian, it being agreed that the failure to give such notice shall not impair the rights of the Administrative Agent or the Lenders hereunder), declare (i) the Termination Date to have occurred and the Notes and all other Obligations to be immediately due and payable in full (without presentment, demand, protest or notice of any kind all of which are hereby waived by the Borrower) or (ii) the Revolving Period End Date to have occurred; provided that in the case of any event involving the Borrower described in Section 8.1(h), the Notes and all other Obligations shall be immediately due and payable in full (without presentment, demand, notice of any kind, all of which are hereby expressly, waived by the Borrower) and the Termination Date shall be deemed to have occurred automatically upon the

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occurrence of any such event. The Administrative Agent shall forward a copy of any notice delivered to the Borrower pursuant to this Section 8.2(a) to the Lenders.

(b)On and after the declaration or occurrence of the Termination Date, the Administrative Agent, for the benefit of the Secured Parties, shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC of each applicable jurisdiction and other Applicable Laws, which rights shall be cumulative. The Borrower hereby agrees that it will, at the Borrower’s expense and at the direction of the Administrative Agent, forthwith, (i) assemble all or any part of the Loans as directed by the Administrative Agent and make the same available to the Administrative Agent at a place to be designated by the Administrative Agent and (ii) subject to the limitations set forth in Section 8.2(c), without notice except as specified below, sell the Loans or any part thereof upon such terms, in such lots, to such buyers, and according to such other instructions as the Administrative Agent may deem commercially reasonable; provided that, notwithstanding anything to the contrary set forth herein, the Administrative Agent will not cause or direct the sale of any Loans or other Collateral on and after the declaration or occurrence of the Termination Date unless either (i) the Administrative Agent determines that the anticipated proceeds of a sale or liquidation of all or any portion of the Collateral (after deducting the reasonable expenses of such sale or liquidation) would be sufficient to discharge in full the Obligations (other than contingent indemnification obligations for which no claim has been asserted) (or in the case of a sale of less than all of the Collateral, an amount sufficient to discharge the amount of the Obligations attributable to such portion of the Collateral); or (ii) the Required Lenders direct such sale and liquidation. The Borrower agrees that, to the extent notice of sale shall be required by law, ten (10) days’ notice to the Borrower of any sale hereunder shall constitute reasonable notification. All cash Proceeds received by the Administrative Agent in respect of any sale of, collection from, or other realization upon, all or any part of the Loans (after payment of any amounts incurred in connection with such sale) shall be deposited into the Collection Account and to be applied pursuant to Section 2.8. The occurrence of a Termination Date as defined in clauses (a) through (b), inclusive, of the definition of “Termination Date” shall constitute a Termination Date for the purposes of this Section 8.2.

(c)(i)    If, subject to clause (b) above, the Administrative Agent or the Replacement Collateral Manager elects to sell the Collateral in whole or in part, at a public or private sale, in one or more transactions, the Collateral Manager (on behalf of itself or the Borrower) and/or any Affiliate designated by the Borrower may purchase the Collateral, in whole but not in part, prior to such sale at a purchase price that is not less than the amount of the Obligations as of the date of such proposed sale. The Borrower’s right to purchase the Collateral and any related limitation on the Administrative Agent’s or the Replacement Collateral Manager’s right to sell any or all of the Collateral then or in the future shall terminate at 4:00 p.m. (New York City time) on the tenth (10th) Business Day following the Business Day on which the Borrower has received notice of the Administrative Agent’s or the Replacement Collateral Manager’s election to sell all or any portion of such Collateral.

(ii)It is understood that the Borrower and/or any Affiliate of the Borrower may purchase the Collateral at a price not less than the amount of the Obligations as of the date of such proposed sale.

(iii)Notwithstanding anything herein to the contrary, neither the Administrative Agent nor any Replacement Collateral Manager shall have any right to sell the Collateral during the time that the Borrower is entitled to exercise its right to purchase the Collateral pursuant to this Section 8.2(c), and the sale of the Collateral by the Administrative Agent or any Replacement Collateral Manager shall be subject to this Section 8.2(c).

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ARTICLE IX

INDEMNIFICATION

Section 9.1    Indemnities by the Borrower.

(a)Without limiting any other rights that any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify the Administrative Agent, the Collateral Custodian, the Document Custodian, the Securities Intermediary, the Secured Parties, the Lenders and each of their respective successors, assigns and directors, officers, employees, agents and advisors (collectively, the “Indemnified Parties”), forthwith on the next Payment Date following demand therefor, from and against any and all damages, losses, claims (whether brought by or involving the Borrower or any other third party), liabilities and related costs and expenses, including reasonable attorneys’ fees and disbursements (limited to one firm of outside counsel and such one firm of local counsel) (all of the foregoing being collectively referred to as the “Indemnified Amounts”) awarded against or incurred by such Indemnified Party arising out of or as a result of this Agreement (including enforcement of the indemnification obligations hereunder) or having an interest in the Collateral or in respect of any Loan included in the Collateral, excluding, however, any Indemnified Amounts to the extent resulting from (x) the nonpayment by any Obligor of an amount due and payable with respect to Collateral, any deterioration in the credit quality or market value of the Loans or other Collateral or otherwise to the extent constituting recourse for uncollectible or uncollected amounts in respect of any Collateral or (y) the gross negligence or willful misconduct on the part of any Indemnified Party as determined by a court of competent jurisdiction in a final non-appealable judgment.

(b)Any amounts subject to the indemnification provisions of this Section 9.1 shall be paid by the Borrower to the Indemnified Party on the Payment Date occurring at least five (5) Business Days following such Person’s demand therefor, which demand shall be accompanied by a reasonably detailed description in writing of the related damage, loss, claim, liability and related costs and expenses.

(c)If for any reason the indemnification provided above in this Section 9.1 is unavailable to the Indemnified Party or is insufficient to hold an Indemnified Party harmless, then the Borrower shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Borrower on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations; provided that the Borrower shall not be required to contribute in respect of any Indemnified Amounts excluded in Section 9.1(a).

(d)The obligations of the Borrower under this Section 9.1 shall survive the resignation or removal of the Administrative Agent, the Collateral Manager, the Collateral Custodian, the Document Custodian or the Securities Intermediary and the termination of this Agreement.

(e)If the Borrower has made any payment in respect of such indemnity provisions and the recipient thereof later collects any payments from others (including insurance companies) in respect of such amounts, then the recipient agrees that it shall promptly repay to the Borrower such amounts collected.

(f)In no event shall the Borrower be liable to an Indemnified Party for any special, indirect, consequential or punitive damages. For the avoidance of doubt and

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notwithstanding the foregoing, the immediately preceding sentence shall not limit the Borrower’s indemnity obligations herein or in any other Transaction Document in respect of any such types of damages described in the immediately preceding sentence which are successfully asserted against any Indemnified Party and are otherwise Indemnified Amounts.

Section 9.2    Taxes.

Section 9.1 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.

ARTICLE X

THE ADMINISTRATIVE AGENT

Section 10.1    Appointment.

Each Secured Party hereby appoints and authorizes the Administrative Agent as its agent and bailee for purposes of perfection pursuant to the applicable UCC and hereby further authorizes the Administrative Agent to appoint additional agents and bailees (including the Collateral Custodian) to act on its behalf and for the benefit of each of the Secured Parties. Each Secured Party further authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Transaction Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably incidental thereto. In furtherance, and without limiting the generality, of the foregoing, each Secured Party hereby appoints the Administrative Agent as its agent to execute and deliver all further instruments and documents, and take all further action that the Administrative Agent may deem necessary or appropriate or that a Secured Party may reasonably request in order to perfect, protect or more fully evidence the security interests granted by the Borrower hereunder, or to enable any of them to exercise or enforce any of their respective rights hereunder, including the execution by the Administrative Agent as secured party/assignee of such financing or continuation statements, or amendments thereto or assignments thereof, relative to all or any of the Collateral now existing or hereafter arising, and such other instruments or notices, as may be necessary or appropriate for the purposes stated hereinabove. The Lenders may direct the Administrative Agent to take any such incidental action hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Administrative Agent hereunder, the Administrative Agent shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Lenders; provided that the Administrative Agent shall not be required to take any action hereunder if the taking of such action, in the reasonable determination of the Administrative Agent, shall be in violation of any Applicable Law or contrary to any provision of this Agreement or shall expose the Administrative Agent to liability hereunder or otherwise. In the event the Administrative Agent requests the consent of a Lender pursuant to the foregoing provisions and the Administrative Agent does not receive a consent (either positive or negative) from such Person within ten (10) Business Days of such Person’s receipt of such request, then such Lender shall be deemed to have declined to consent to the relevant action.

The Administrative Agent shall also act as the “collateral agent” under the Transaction Documents, and each of the Lenders hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents

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and attorneys-in-fact appointed by the Administrative Agent pursuant to this Article X for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Transaction Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article X and Articles IX and XI (as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Transaction Documents) as if set forth in full herein with respect thereto.

Section 10.2    Standard of Care; Exculpatory Provisions.

(a)The Administrative Agent shall exercise such rights and powers vested in it by this Agreement and the other Transaction Documents, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs.

(b)The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Transaction Documents. Without limiting the generality of the foregoing, the Administrative Agent:

(i)shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;

(ii)shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Transaction Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Transaction Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Transaction Document or Applicable Law; and

(iii)shall not, except as expressly set forth herein and in the other Transaction Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.

(c)The Administrative Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be necessary) or (ii) in the absence of its own gross negligence, bad faith, fraud or willful misconduct as determined by a court of competent jurisdiction by final nonappealable judgment. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until notice describing such Default is given to the Administrative Agent by the Collateral Manager, the Borrower or a Lender.

(d)The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Transaction Document (except to the extent made by it), (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith (except to the extent delivered by it), (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein (except to the extent applicable to it) or the occurrence of any Default, (iv) the validity,

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enforceability, effectiveness or genuineness of this Agreement, any other Transaction Document or any other agreement, instrument or document (except with respect to itself) or (v) the satisfaction of any condition set forth in Article III or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 10.3    The Administrative Agent’s Reliance, Etc.

Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or omitted to be taken by it or them as the Administrative Agent under or in connection with this Agreement or any of the other Transaction Documents, except for its or their own respective gross negligence, bad faith, fraud or willful misconduct. Without limiting the foregoing, the Administrative Agent: (i) may consult with legal counsel (including counsel for any Loan Party with the consent of such counsel), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (ii) makes no warranty or representation and shall not be responsible for any statements, warranties or representations made by any other Person in or in connection with this Agreement; (iii) shall not have any duty to ascertain or to inquire as to the performance or observance of any of the terms, covenants or conditions of this Agreement or any of the other Transaction Documents on the part of any Loan Party or to inspect the property (including the books and records) of any Loan Party; (iv) other than with respect to itself, shall not be responsible for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement, any of the other Transaction Documents or any other instrument or document furnished pursuant hereto or thereto; (v) may rely upon and shall incur no liability under or in respect of this Agreement or any of the other Transaction Documents by acting upon any notice (including notice by telephone), consent, certificate or other instrument or writing (which may be by facsimile) believed by it to be genuine and signed or sent by the proper party or parties, or upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person. In determining compliance with any condition hereunder to the making of an Advance, that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Advance.

Section 10.4    Credit Decision with Respect to the Administrative Agent.

Each Lender acknowledges that it has, independently and without reliance upon the Administrative Agent, or any of the Administrative Agent’s Affiliates, and based upon such documents and information as it has deemed appropriate, made its own evaluation and decision to enter into this Agreement and the other Transaction Documents to which it is a party. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent, or any of the Administrative Agent’s Affiliates, and based on such documents and information as it shall deem appropriate at the time, continue to make its own decisions in taking or not taking action under this Agreement and the other Transaction Documents to which it is a party.

Section 10.5    Indemnification of the Administrative Agent.

Each Lender agrees to indemnify the Administrative Agent (to the extent not reimbursed by the Borrower or, if the Collateral Manager is liable for any such reimbursement under the Collateral Management Agreement, the Collateral Manager), ratably in accordance with its Pro Rata Share from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Agreement or any of the other Transaction

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Documents, or any action taken or omitted by the Administrative Agent hereunder or thereunder; provided that, the Lenders shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct. The payment of amounts under this Section 10.5 shall be on an after-Tax basis. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent, ratably in accordance with its Pro Rata Share promptly upon demand for any out-of-pocket expenses (including counsel fees) incurred by the Administrative Agent in connection with the administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement and the other Transaction Documents, to the extent that such expenses are incurred in the interests of or otherwise in respect of the Lenders hereunder and/or thereunder and to the extent that the Administrative Agent is not reimbursed for such expenses by the Borrower or, if the Collateral Manager is liable for any such reimbursement under the Collateral Management Agreement, the Collateral Manager.

Section 10.6    The Successor Administrative Agent.

The Administrative Agent may resign as the Administrative Agent upon thirty (30) days’ notice to the Lenders, the Borrower and the Collateral Manager. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders, with the approval of the Borrower at all times other than during the existence of a Default or an Event of Default (which approval of the Borrower shall not be unreasonably withheld, conditioned or delayed). In no event may any competitor of the Fund or the Investment Advisor be appointed as successor Administrative Agent. Upon the acceptance of its appointment as the successor administrative agent hereunder, the Person acting as such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term “Administrative Agent” means such successor administrative agent and the retiring Administrative Agent’s appointment, powers and duties as the Administrative Agent shall be terminated. After any retiring Administrative Agent’s resignation or removal hereunder as the Administrative Agent, the provisions of this Article X and Sections 11.9 and 11.11 shall continue to inure to its benefit as to any actions taken or omitted to be taken by it while it was the Administrative Agent under this Agreement.

Section 10.7    Delegation of Duties.

The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Transaction Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facility as well as activities as the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not be relieved of, and shall remain liable for, the performance of the duties and obligations of the Administrative Agent pursuant to the terms hereof without regard to any such subcontracting arrangement.

Section 10.8    Payments by the Administrative Agent.

Unless specifically allocated to a specific Lender pursuant to the terms of this Agreement, all amounts received by the Administrative Agent on behalf of the Lenders shall be paid by the Administrative Agent to the Lenders in accordance with their respective Pro Rata Shares in the applicable Advances Outstanding, or if there are no Advances Outstanding in

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accordance with their most recent Commitments, on the Business Day received by the Administrative Agent, unless such amounts are received after 12:00 p.m. (New York City time) on such Business Day, in which case the Administrative Agent shall use its reasonable efforts to pay such amounts to each Lender on such Business Day, but, in any event, shall pay such amounts to such Lender not later than the following Business Day. The Administrative Agent shall pay amounts owing to each Lender in accordance with the written instructions delivered by each such Lender to the Administrative Agent.

Section 10.9    Collateral Matters.

Each of the Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion:

(a)to release any Lien on any Collateral granted to or held by the Administrative Agent, for the ratable benefit of the Secured Parties, under any Transaction Document (i) upon the termination of the Commitment and payment in full of all Obligations (other than contingent indemnification obligations), (ii) that is sold or to be sold as part of or in connection with any sale permitted hereunder or under any other Transaction Document, or (iii) if approved, authorized or ratified in writing in accordance with Section 11.1; and

(b)to subordinate or release any Lien on any Collateral granted to or held by the Administrative Agent under any Transaction Document to the holder of any other Lien on the Collateral.

Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property pursuant to this Section 10.9. In each case as specified in this Section 10.9, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Transaction Documents or to subordinate its interest in such item, in each case in accordance with the terms of the Transaction Documents and this Section 10.9.

The Administrative Agent agrees that it shall not deliver a Notice of Exclusive Control except during the continuance of an Event of Default.

Section 10.10    Erroneous Payments.

(a)If the Administrative Agent (x) notifies a Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party (any such Lender, Secured Party or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Administrative Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Administrative Agent) received by such Payment Recipient from the Administrative Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender, Secured Party or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof), such Erroneous Payment shall at all times remain the property of the Administrative Agent pending its return or repayment as contemplated below in this Section 10.10 and held in trust for the benefit of the Administrative Agent, and such Lender or Secured Party shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two (2) Business Days thereafter (or

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such later date as the Administrative Agent may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received) together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Administrative Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Administrative Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest or demonstrable error.

(b)Without limiting the immediately preceding clause (a), each Lender or Secured Party, or any Person who has received funds on behalf of a Lender or Secured Party (and each of their respective successors and assigns) hereby further agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Administrative Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Administrative Agent (or any of its Affiliates), or (z) that such Lender or Secured Party, or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

(i)it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Administrative Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

(ii)such Lender or Secured Party shall (and shall cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one (1) Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Administrative Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Administrative Agent pursuant to this Section 10.10(b). For the avoidance of doubt, the failure to deliver a notice to the Administrative Agent pursuant to this Section 10.10(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 10.10(a) or on whether or not an Erroneous Payment has been made.

(c)Each Lender and each Secured Party hereby authorizes the Administrative Agent to set off, net and apply any and all amounts at any time owing to such Lender or Secured Party under any Transaction Document, or otherwise payable or distributable by the Administrative Agent to such Lender or Secured Party under any Transaction Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Administrative Agent has demanded to be returned under immediately preceding clause (a).

(d)(i) In the event that an Erroneous Payment (or portion thereof) is not recovered by the Administrative Agent for any reason, after demand therefor in accordance with immediately preceding clause (a), from any Lender that has received such Erroneous Payment (or portion thereof) (and/or from any Payment Recipient who received such Erroneous Payment (or portion thereof) on its respective behalf) (such unrecovered amount, an “Erroneous Payment Return Deficiency”), upon the Administrative Agent’s notice to such Lender at any time, then

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effective immediately (with the consideration therefor being acknowledged by the parties hereto), (A) such Lender shall be deemed to have assigned its Loan Advances (but not its Commitments) of the relevant class with respect to which such Erroneous Payment was made (the “Erroneous Payment Impacted Class”) in an amount equal to the Erroneous Payment Return Deficiency (or such lesser amount as the Administrative Agent may specify) (such assignment of the Loan Advances (but not Commitments) of the Erroneous Payment Impacted Class, the “Erroneous Payment Deficiency Assignment”) (on a cashless basis and such calculated at par plus any accrued and unpaid interest (with the assignment fee set forth in Section 11.16(a)(5) to be deemed waived by the Administrative Agent in such instance)), and is hereby (together with the Borrower) deemed to execute and deliver an Assignment and Assumption (or, to the extent applicable, an agreement incorporating an Assignment and Assumption by reference pursuant to a Platform as to which the Administrative Agent and such parties are participants) with respect to such Erroneous Payment Deficiency Assignment, and such Lender shall deliver any Notes evidencing such Loan Advances to the Borrower or the Administrative Agent (but the failure of such Person to deliver any such Notes shall not affect the effectiveness of the foregoing assignment), (B) the Administrative Agent as the assignee Lender shall be deemed to have acquired the Erroneous Payment Deficiency Assignment, (C) upon such deemed acquisition, the Administrative Agent as the assignee Lender shall become a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment and the assigning Lender shall cease to be a Lender hereunder with respect to such Erroneous Payment Deficiency Assignment, excluding, for the avoidance of doubt, its obligations under the indemnification provisions of this Agreement and its applicable Commitments which shall survive as to such assigning Lender (D) the Administrative Agent and the Borrower shall each be deemed to have waived any consents required under this Agreement to any such Erroneous Payment Deficiency Assignment, and (E) the Administrative Agent will reflect in the Register its ownership interest in the Loan Advances subject to the Erroneous Payment Deficiency Assignment. For the avoidance of doubt, no Erroneous Payment Deficiency Assignment will reduce the Commitments of any Lender and such Commitments shall remain available in accordance with the terms of this Agreement.

(ii) Subject to Section 11.16 (but excluding, in all events, any assignment consent or approval requirements (whether from the Borrower or otherwise)), the Administrative Agent may, in its discretion, sell any Loan Advances acquired pursuant to an Erroneous Payment Deficiency Assignment and upon receipt of the proceeds of such sale, the Erroneous Payment Return Deficiency owing by the applicable Lender shall be reduced by the net proceeds of the sale of such Loan Advance (or portion thereof), and the Administrative Agent shall retain all other rights, remedies and claims against such Lender (and/or against any recipient that receives funds on its respective behalf). In addition, an Erroneous Payment Return Deficiency owing by the applicable Lender (x) shall be reduced by the proceeds of prepayments or repayments of principal and interest, received by the Administrative Agent on or with respect to any such Loans acquired from such Lender pursuant to an Erroneous Payment Deficiency Assignment (to the extent that any such Loans are then owned by the Administrative Agent) and (y) may, in the sole discretion of the Administrative Agent be reduced by any amount specified by the Administrative Agent in writing to the applicable Lender from time to time.

(e)The parties hereto agree that (x) irrespective of whether the Administrative Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reasons, the Administrative Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender or Secured Party, to the rights and interests of such Lender or Secured Party, as the case may be) under the Transaction Documents with respect to such

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amount (the “Erroneous Payment Subrogation Rights”) (provided that the Loan Parties’ Obligations under the Transaction Documents in respect of the Erroneous Payment Subrogation Rights shall not be duplicative of such Obligations in respect of Loan Advances that have been assigned to the Administrative Agent under an Erroneous Payment Deficiency Assignment) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrower or any other Loan Party, except, in each case, to the extent such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Administrative Agent or any other Secured Party from the Borrower or any other related party for the purpose of payment in respect of the Obligations; provided that this Section 10.10 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrower relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Administrative Agent.

(f)To the extent permitted by applicable law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and each Payment Recipient hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Erroneous Payment received, including without limitation, any defense based on “discharge for value” or any similar doctrine.

(g)Each party’s obligations, agreements and waivers under this Section 10.10 shall survive the resignation or replacement of the Administrative Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Transaction Document.

(h)Except as expressly set forth herein, neither the Borrower nor any of its Affiliates shall have any obligations or liabilities directly or indirectly arising out of this Section 10.10 in respect of any Erroneous Payment.

ARTICLE XI

MISCELLANEOUS

Section 11.1    Amendments and Waivers.

Except as provided in this Section 11.1, no amendment, waiver or other modification of any provision of this Agreement shall be effective without the written agreement of the Borrower, the Administrative Agent and the Required Lenders; provided, that no amendment, waiver or consent shall:

(a)increase the Commitment of any Lender or the amount of Advances of any Lender, in any case, without the written consent of such Lender;

(b)waive, extend or postpone any date fixed by this Agreement or any other Transaction Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) or any scheduled or mandatory reduction of the Commitments hereunder or under any other Transaction Document (including as a result of any modification to the definition of “Revolving Period” or “Scheduled Revolving Period End Date”) without the written consent of each Lender directly and adversely affected thereby;

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(c)reduce the principal of, or the rate of interest specified herein on, any Advance or Obligation, or any fees or other amounts payable hereunder or under any other Transaction Document without the written consent of each Lender directly and adversely affected thereby;

(d)change Section 2.7, 2.8 or any related definitions or provisions in a manner that would alter the order of application of proceeds or would alter the pro rata sharing of payments required thereby, in each case, without the written consent of each Lender directly and adversely affected thereby;

(e)change any provision of this Section or reduce the percentages specified in the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each Lender directly affected thereby;

(f)consent to the assignment or transfer by any Loan Party of such Loan Party’s rights and obligations under any Transaction Document to which it is a party (except as expressly permitted hereunder), in each case, without the written consent of each Lender;

(g)make any modification to the definition of (i) “Borrowing Base”, “Availability”, “Advance Rate”, “Adjusted Borrowing Value”, “Dollar Equivalent” or “Excess Concentration Amount”, in each case, which would have a material adverse effect on the calculation of the Borrowing Base or the Availability or (ii) “Eligible Loan” in a manner that would reduce or make less restrictive the requirements for a Loan to be an Eligible Loan, in either case without the written consent of each Lender;

(h)release all or substantially all of the Collateral or release any Transaction Document (other than as specifically permitted or contemplated in this Agreement or the applicable Transaction Document) without the written consent of each Lender;

(i)provide for any additional duties or obligations to be performed by the Collateral Custodian or the Document Custodian or modify the rights of the Collateral Custodian or the Document Custodian hereunder in any manner materially adverse to the Collateral Custodian or the Document Custodian without the written consent of the Collateral Custodian or the Document Custodian; or

(j)provide for any additional duties or obligations to be performed by the Collateral Manager or modify the rights of the Collateral Manager under the Collateral Management Agreement in any manner materially adverse to the Collateral Manager without the written consent of the Collateral Manager;

provided further, that (i) any amendment of the Agreement that is solely for the purpose of adding a Lender or waiving, extending or postponing any fee to the Administrative Agent may be effected without the written consent of any Lender and, at any time that an Event of Default has occurred and is continuing, the Borrower, (ii) no such amendment, waiver or modification materially adversely affecting the rights or obligations of the Collateral Custodian shall be effective without the written agreement of such Person, (iii) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent, affect the rights or duties of the Administrative Agent under this Agreement or any other Transaction Document, (iv) any amendment of the Agreement that a Lender is advised by its legal or financial advisors to be necessary or desirable in order to avoid the consolidation of the Borrower with such Lender for accounting purposes may be effected without the written consent of the Borrower or any other Lender and (v) the Administrative Agent and the Borrower shall be permitted to amend any

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provision of the Transaction Documents (and such amendment shall become effective without any further action or consent of any other party to any Transaction Document) if the Administrative Agent and the Borrower shall have jointly identified a facial error or any error or omission of a technical or immaterial nature in any such provision. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Commitment of such Lender may not be increased or extended without the consent of such Lender.

Section 11.2    Notices, Etc.

(a)Except in the case of notices and other communications expressly permitted to be given by telephone (and subject to Section 11.2(b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by electronic communication, as follows:

(i)    if to the Borrower, the Collateral Manager, Ally Bank, the Collateral Custodian or Document Custodian, as set forth on Annex A;

(ii)if to the Administrative Agent, to Ally Bank, as set forth on Annex A;

(iii)    if to any other Lender, to it at its address (or telecopy number) set forth in its Administrative Questionnaire.

(b)Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication (including e-mail and internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that, the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it; provided that, approval of such procedures may be limited to particular notices or communications. Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided that, if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) notices or communications posted to an internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor.

(c)The Borrower agrees that the Administrative Agent may, but shall not be obligated to, make Syndicate Communications available to the Lenders by posting such Syndicate Communications on the Platform. The Platform is provided by the Administrative Agent “as is” and “as available”. The Agent Parties (defined below) do not warrant the accuracy or completeness of the Syndicate Communications or the adequacy of the Platform and expressly disclaim liability for errors or omissions in the Syndicate Communications. No warranty of any kind, express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement of third-party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with the Syndicate Communications or the Platform. In no event shall the Administrative Agent or any of its Affiliates (collectively, the

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“Agent Parties”) have any liability to the Borrower, any Lenders or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise) arising out of the Borrower’s or any Agent Party’s transmission or posting of Obligor materials through the Platform or via email, except to the extent such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence, bad faith, fraud or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower, any Lender or any other Person for indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages).

(d)Notwithstanding the foregoing, the Borrower hereby acknowledges that certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Person’s securities. The Borrower hereby agrees that (i) all Syndicate Communications that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (ii) by marking Syndicate Communications “PUBLIC”, the Borrower shall be deemed to authorize the Administrative Agent and the Lenders to treat such Syndicate Communications as not containing any material non-public information with respect to the Borrower or any Affiliate thereof or their respective securities for purposes of United States Federal and state securities laws; (iii) all Syndicate Communications marked “PUBLIC” are permitted to be made available through the Platform; and (iv) the Administrative Agent shall be entitled to treat any Syndicate Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform designated as “Non-Public Information”.

(e)The Collateral Custodian agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured email, facsimile transmission or other similar unsecured electronic methods, provided, however, that any Person providing such instructions or directions shall provide to the Collateral Custodian an incumbency certificate listing Responsible Officers designated to provide such instructions or directions, which incumbency certificate shall be amended whenever a person is added or deleted from the listing. If such Person elects to give the Collateral Custodian email or facsimile instructions (or instructions by a similar electronic method) and the Collateral Custodian in its discretion elects to act upon such instructions, the Collateral Custodian’s reasonable understanding of such instructions shall be deemed controlling. The Collateral Custodian shall not be liable for any losses, costs or expenses arising directly or indirectly from the Collateral Custodian’s reliance upon and compliance with such instructions notwithstanding such instructions conflicting with or being inconsistent with a subsequent written instruction. Any Person providing such instructions or directions agrees that the Collateral Custodian assumes no risks arising out of the use of such electronic methods to submit instructions and directions to the Collateral Custodian, including without limitation the risk of the Collateral Custodian acting in good faith on unauthorized instructions, and the risk of interception and misuse by third parties.

Section 11.3    Ratable Payments.

If any Secured Party, whether by setoff or otherwise, has payment made to it with respect to any portion of the Obligations owing to such Secured Party (other than payments received pursuant to Section 9.1) in a greater proportion than that received by any other Secured Party, such Secured Party agrees, promptly upon demand, to purchase for cash without recourse or warranty a portion of the Obligations held by the other Secured Parties so that after such purchase each Secured Party will hold its ratable proportion of the Obligations; provided that if all or any portion of such excess amount is thereafter recovered from such Secured Party, such

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purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest.

Section 11.4    No Waiver; Remedies.

No failure on the part of the Administrative Agent, the Collateral Custodian, the Document Custodian or a Secured Party to exercise, and no delay in exercising, any right or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.

Section 11.5    Binding Effect; Benefit of Agreement.

This Agreement shall be binding upon and inure to the benefit of the Loan Parties, the Administrative Agent, the Collateral Custodian, the Document Custodian, the Secured Parties and their respective successors and permitted assigns. Each Indemnified Party and each Indemnified Party shall be an express third party beneficiary of this Agreement.

Section 11.6    Term of this Agreement.

This Agreement, including the Borrower’s representations and covenants set forth in Articles IV and V, and the Collateral Manager’s representations, covenants and duties set forth in Articles IV and V, create and constitute the continuing obligation of the parties hereto in accordance with its terms, and shall remain in full force and effect during the Covenant Compliance Period; provided that the rights and remedies with respect to any breach of any representation and warranty made or deemed made by the Borrower or the Collateral Manager pursuant to Articles IV and V, the provisions, including the indemnification and payment provisions, of Article IX, Section 2.13, Section 11.9, Section 11.10 and Section 11.11, shall be continuing and shall survive any termination of this Agreement.

Section 11.7    Governing Law; Jury Waiver.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER.

Section 11.8    Consent to Jurisdiction; Waivers.

Each of the Borrower, the Lenders, the Collateral Custodian and the Administrative Agent hereby irrevocably and unconditionally:

(a)submits for itself and its property in any legal action or proceeding relating to this Agreement and the other Transaction Documents to which it is a party, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New York sitting in New York City, the courts of the United States for the Southern District of New York, and appellate courts from any thereof;

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(b)consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient forum and agrees not to plead or claim the same;

(c)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to its address as provided in Section 11.2;

(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; and

(e)waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 11.8 any special, indirect, exemplary, punitive or consequential damages.

Section 11.9    Costs and Expenses.

(a)In addition to the rights of indemnification granted to the Indemnified Parties under Article IX hereof, each of the Transferor (and, after the Effective Date, the Borrower) agrees to pay on the Payment Date following receipt of a request therefor, all reasonable out-of-pocket costs and expenses that have been invoiced at least three (3) Business Days prior to such Payment Date of the Administrative Agent, the Collateral Custodian, the Document Custodian, the Securities Intermediary and the Secured Parties incurred in connection with the preparation, execution, delivery, administration (including periodic auditing and reporting, subject to the limitations, as applicable, set forth in Section 5.1(d) and Section 6.8), renewal, amendment or modification of, or any waiver or consent issued in connection with, this Agreement and the other documents to be delivered hereunder or in connection herewith, including the reasonable and documented fees and out-of-pocket expenses of one firm of external counsel and one firm of local counsel for the Administrative Agent, the Collateral Custodian, the Document Custodian, the Securities Intermediary, and the Secured Parties (taken as a whole) with respect thereto and with respect to advising the Administrative Agent, the Collateral Custodian, the Document Custodian, the Securities Intermediary and the Secured Parties as to their respective rights and remedies under this Agreement and the other documents to be delivered hereunder or in connection herewith, and all reasonable and documented out-of-pocket costs and expenses, if any (including reasonable and documented out-of-pocket fees and expenses of one firm of external counsel per applicable jurisdiction for all such Persons, collectively), incurred by the Administrative Agent, the Collateral Custodian, the Document Custodian, the Securities Intermediary or the Secured Parties in connection with the enforcement of this Agreement by such Person and the other documents to be delivered hereunder or in connection herewith.

(b)The Borrower shall pay on the Payment Date following receipt of a request therefor, all other reasonable and documented costs and expenses that are due and payable pursuant to Section 11.9(a) and that have been invoiced at least three (3) Business Days prior to such Payment Date and incurred by the Administrative Agent and the Secured Parties, in each case in connection with periodic audits of the Loan Parties’ books and records, the Collateral, the Underlying Instruments, and the information contained in the Borrowing Base Certificates and Payment Date Reports.

Section 11.10    No Proceedings.

(a)Each of the parties hereto (other than the Administrative Agent) hereby agrees that it will not institute against, or join any other Person in instituting against, the

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Borrower any Insolvency Proceeding so long as there shall not have elapsed one (1) year and one (1) day (or such longer preference period and one (1) day as shall then be in effect) since the end of the Covenant Compliance Period. The provisions of this Section 12.10 are a material inducement for the Secured Parties to enter into this Agreement and the transactions contemplated hereby and are an essential term hereof. The parties hereby agree that monetary damages are not adequate for a breach of the provisions of this Section 12.10 and the Administrative Agent may seek and obtain specific performance of such provisions (including injunctive relief), including, without limitation, in any bankruptcy, reorganization, arrangement, winding up, insolvency, moratorium, winding up or liquidation proceedings, or other proceedings under U.S. federal or state bankruptcy or similar laws of any jurisdiction.

(b)The provisions of this Section 11.10 shall survive the termination hereof.

Section 11.11    Recourse Against Certain Parties.

(a)No recourse under or with respect to any obligation, covenant or agreement (including the payment of any fees or any other obligations) of the Administrative Agent, any Secured Party, or any Loan Party as contained in this Agreement or any other agreement, instrument or document entered into by it pursuant hereto or in connection herewith shall be had against any incorporator, affiliate, stockholder, member, officer, partner, employee, administrator, partner, organizer or director of the Administrative Agent, any Secured Party, or any Loan Party by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that the agreements of the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement and all of the other agreements, instruments and documents entered into by it pursuant hereto or in connection herewith are, in each case, solely the corporate obligations of the Administrative Agent, any Secured Party, or any Loan Party, and that no personal liability whatsoever shall attach to or be incurred by the Administrative Agent, any Secured Party, any Loan Party or any incorporator, stockholder, affiliate, officer, partner, employee or director of the Administrative Agent, any Secured Party, or any Loan Party under or by reason of any of the obligations, covenants or agreements of the Administrative Agent, any Secured Party, or any Loan Party contained in this Agreement or in any other such instruments, documents or agreements, or that are implied therefrom, and that any and all personal liability of the Administrative Agent, any Secured Party, or any Loan Party and each incorporator, stockholder, affiliate, officer, partner, employee administrator, partner, organizer or director of the Administrative Agent, any Secured Party or any Loan Party, or any of them, for breaches by the Administrative Agent, any Secured Party, or any Loan Party of any such obligations, covenants or agreements, which liability may arise either at common law or at equity, by statute or constitution, or otherwise, is hereby expressly waived as a condition of and in consideration for the execution of this Agreement; provided that the foregoing non-recourse provisions shall in no way affect any rights the Secured Parties might have against any incorporator, affiliate, stockholder, officer, employee or director of any Loan Party to the extent of any fraud, misappropriation, embezzlement or any other financial crime constituting a felony by such Person.

(b)Notwithstanding any contrary provision set forth herein, no claim may be made by any Loan Party or any other Person against the Administrative Agent and the Secured Parties or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and each Loan Party

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hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected.

(c)Notwithstanding any contrary provision set forth herein, no claim may be made by the Administrative Agent, any Lender, any other Secured Party or any other Person against any Loan Party or their respective Affiliates, directors, officers, employees, attorneys or agents for any special, indirect, consequential, exemplary or punitive damages in respect to any claim for breach of contract or any other theory of liability arising out of or related to the transactions contemplated by this Agreement, or any act, omission or event occurring in connection therewith; and the Administrative Agent, each Lender and each other Secured Party hereby waives, releases, and agrees not to sue upon any claim for any such damages, whether or not accrued and whether or not known or suspected.

(d)No obligation or liability to any Obligor under any of the Loans is intended to be assumed by the Administrative Agent and the Secured Parties under or as a result of this Agreement and the transactions contemplated hereby.

(e)The provisions of this Section 11.11 shall survive the termination of this Agreement.

Section 11.12    Protection of Right, Title and Interest in the Collateral; Further Action Evidencing Advances.

(a)The Borrower agrees that from time to time, at its expense, it will promptly authorize, execute and deliver all instruments and documents, and take all actions, that the Administrative Agent may reasonably request in order to perfect, protect or more fully evidence the security interest granted in the Collateral, or to enable the Administrative Agent or the Secured Parties to exercise and enforce their rights and remedies hereunder or under any other Transaction Document.

(b)If the Borrower fails to perform any of its obligations hereunder, the Administrative Agent or any Secured Party may (but shall not be required to) perform, or cause performance of, such obligation; and the Administrative Agent’s or such Secured Party’s reasonable and documented out-of-pocket costs and expenses incurred in connection therewith shall be payable by the Borrower as provided in Article IX. The Borrower irrevocably authorizes the Administrative Agent and appoints the Administrative Agent as its attorney-in-fact to act on behalf of the Borrower (i) to execute on behalf of the Borrower as debtor and to file financing statements necessary or desirable in the Administrative Agent’s reasonable discretion to perfect and to maintain the perfection and priority of the interest of the Secured Parties in the Collateral, including those that describe the Collateral as “all assets,” or words of similar effect, and (ii) to file a carbon, photographic or other reproduction of this Agreement or any financing statement with respect to the Collateral as a financing statement in such offices as the Administrative Agent in its reasonable discretion deems necessary or desirable to perfect and to maintain the perfection and priority of the interests of the Secured Parties in the Collateral. This appointment is coupled with an interest and is irrevocable.

(c)Without limiting the generality of the foregoing, the Borrower will, not earlier than six (6) months and not later than three (3) months prior to the fifth anniversary of the date of filing of the financing statement referred to in Section 5.1(u) or any other financing statement filed pursuant to this Agreement or in connection with any Advance hereunder, unless the Covenant Compliance Period shall have ended, authorize, execute and deliver and file or cause to be filed an appropriate continuation statement with respect to such financing statement.

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Section 11.13    Confidentiality.

(a)Each of the Administrative Agent, the Secured Parties, the Collateral Custodian and each Loan Party shall maintain and shall cause each of its employees and officers to maintain the confidentiality of the Agreement (and the terms hereof) and all information with respect to the other parties, including all information regarding the Loans, the business and beneficial ownership of the Borrower and the Collateral Manager hereto and their respective businesses obtained by it or them in connection with the structuring, negotiating and execution of the transactions contemplated herein, except that each such party and its officers and employees may (i) disclose such information to its external accountants, investigators, auditors, attorneys, or other agents, engaged by such party in connection with any due diligence or comparable activities with respect to the transactions and Loans contemplated herein and the agents of such Persons (“Excepted Persons”); provided that each Excepted Person shall, as a condition to any such disclosure, agree for the benefit of the Administrative Agent, the Secured Parties, the Collateral Custodian and the Loan Parties (A) to maintain the confidentiality of this Agreement (and the terms thereof) and all information with respect to the other parties, including all information regarding the loans and the Borrower and the Collateral Manager, and (B) that such information shall be used solely in connection with such Excepted Person’s evaluation of, or relationship with, the Borrower and its affiliates, (ii) disclose the existence of the Agreement, but not the financial terms hereof; provided that Borrower and the Transferor may share the financial terms hereof with their existing or prospective equity investors or Affiliates, (iii) disclose such information as is required by Applicable Law and (iv) disclose the Agreement and such information in any suit, action, proceeding or investigation (whether in law or in equity or pursuant to arbitration) involving any of the Transaction Documents for the purpose of defending itself, reducing its liability, or protecting or exercising any of its claims, rights, remedies, or interests under or in connection with any of the Transaction Documents; provided that, in the case of clause (iii) and (iv), to the extent permitted by law, the disclosing party shall give the Loan Parties prior written notice thereof. It is understood that the financial terms that may not be disclosed except in compliance with this Section 11.13(a) include, without limitation, all fees and other pricing terms, and all Events of Default, Collateral Manager Termination Events, and priority of payment provisions.

(b)Anything herein to the contrary notwithstanding, each Loan Party hereby consents to the disclosure of any nonpublic information with respect to it (i) to the Administrative Agent, the Collateral Custodian or the Secured Parties by each other, (ii) by the Administrative Agent, the Collateral Custodian and the Secured Parties to any prospective or actual assignee or participant of any of them provided such Person agrees to hold such information confidential in accordance with the terms hereof or (iii) by the Administrative Agent, and the Secured Parties to any Rating Agency, any commercial paper dealer or other provider of a surety, guaranty or credit or liquidity enhancement to any Lender, and to any officers, directors, employees, outside accountants and attorneys of any of the foregoing; provided in the case of clause (ii) and (iii) that (A) each such Person is informed of the confidential nature of such information and agrees for the benefit of the Loan Parties to maintain the confidentiality thereof, (B) such Person agrees for the benefit of the Loan Parties that such information shall be used solely in connection with such Person’s evaluation of the Borrower and (C) each of the Administrative Agent, the Collateral Custodian and the Secured Parties (as applicable) shall give prior written notice to the Borrower and the Collateral Manager of any such proposed disclosure to (x) except during the continuation of an Event of Default, any prospective or actual assignee or participant, or (y) any Rating Agency, any commercial paper dealer or other provider of a surety, guaranty or credit or liquidity enhancement to any Lender. In addition, the Secured Parties and the Administrative Agent, may disclose any such nonpublic information as required pursuant to any law, rule, regulation, direction, request or order of any judicial, administrative or regulatory authority or proceedings (whether or not having the force or effect of law); provided that, each of the Secured Parties shall use commercially reasonable

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efforts to maintain confidentiality and will notify the Borrower of its intention to make any such disclosure as far in advance as reasonably practicable under such circumstances in order to give Borrower the opportunity to seek a protective order, or otherwise inform Borrower promptly thereof, in each case to the extent not prohibited by Applicable Law.

(c)Each of the Administrative Agent, the Secured Parties and the Collateral Custodian agrees that (i) it will keep the information of the Obligors confidential in the manner required by the applicable Underlying Instruments, (ii) it will hold confidential any information provided to it on behalf of the Borrower, the Transferor, the Collateral Manager or any of their Affiliates or in connection with a prospective Loan in the same manner and pursuant to the same procedures and exceptions that it applies to confidential information delivered directly to it when acting in the same capacity as it is acting under this Agreement, (iii) it will use any information described in clauses (i) and (ii) above only in connection with this Agreement, and (iv) if (a) the Borrower or the Transferor delivers information in connection with a Loan or a prospective Loan that was prepared by a third party (other than the Obligor or any agent thereof), and (b) such third party has entered into an agreement with the Borrower, the Transferor, the Collateral Manager or any of their Affiliates restricting the ability of the Borrower or the Transferor, the Collateral Manager or any of their Affiliates to rely on such report, it will not have any direct rights against such third party (or the party which has engaged such third party) unless otherwise expressly acknowledged and agreed to by such third party or engaging party.

(d)Notwithstanding anything herein to the contrary, the foregoing shall not be construed to prohibit (i) disclosure of any and all information that is or becomes publicly known (after such information becomes publicly known) other than as a result of a breach of this Agreement); (ii) disclosure of any and all information (a) if required to do so by any applicable statute, law, rule or regulation, (b) to any government agency or regulatory body having or claiming authority to regulate or oversee any respects of the Administrative Agent’s, the Secured Parties’, the Collateral Custodian’s, the Collateral Manager’s, the Transferor’s or the Borrower’s business or that of their affiliates, (c) pursuant to any subpoena, civil investigative demand or similar demand or request of any court, regulatory authority, arbitrator or arbitration to which the Administrative Agent, the Secured Parties, the Collateral Custodian, the Collateral Manager, the Transferor or the Borrower or an officer, director, employer, shareholder or affiliate of any of the foregoing is a party, provided that, to the extent permitted by law, such disclosing party shall give the Loan Parties prior written notice thereof; (d) in any preliminary or final offering circular, registration statement or contract or other document approved in writing in advance by the Borrower or the Collateral Manager or (e) to any affiliate, independent or internal auditor, agent (including any potential sub-or-successor Collateral Manager), employee or attorney of the Collateral Custodian having a need to know the same, provided that the Collateral Custodian advises such recipient of the confidential nature of the information being disclosed and such person agrees to the terms hereof for the benefit of the Borrower and the Collateral Manager; or (iii) any other disclosure authorized by the Borrower or the Collateral Manager, as applicable.

(e)Notwithstanding any other provision of this Agreement, each Loan Party shall each have the right to keep confidential from the Administrative Agent and the Collateral Custodian and/or the Secured Parties, for such period of time as such Loan Party determines is reasonable (i) any information that any Loan Party reasonably believes to be in the nature of trade secrets and (ii) any other information that any Loan Party or any of their Affiliates, or the officers, employees or directors of any of the foregoing, is required to by law.

Section 11.14    Execution in Counterparts; Severability; Integration.

This Agreement (including any amendment, modification or waiver in respect of this Agreement) may be executed in any number of counterparts and by different parties hereto in separate counterparts (including by facsimile or electronic communication), each of which

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when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. The words “execution,” “signed,” “signature,” and words of similar import herein shall be deemed to include electronic or digital signatures or the keeping of records in electronic form, each of which shall be of the same effect, validity and enforceability as manually executed signatures or a paper-based recordkeeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 USC § 7001 et seq.), the Electronic Signatures and Records Act of 1999 (NY State Technology Law §§ 301-309), or any other similar state laws based on the Uniform Electronic Transactions Act. Delivery of an executed counterpart signature page of this Agreement by facsimile or any such electronic transmission shall be effective as delivery of a manually executed counterpart of this Agreement. Any electronically signed document delivered via email from a person purporting to be a Responsible Officer shall be considered signed or executed by such Responsible Officer on behalf of the applicable Person. Neither the Collateral Custodian nor the Administrative Agent shall have any duty to inquire into or investigate the authenticity or authorization of any such electronic signature and shall be entitled to conclusively rely on any such electronic signature without any liability with respect thereto to the extent it reasonably believes in good faith that such electronic signature is genuine and has been signed or presented by the proper party. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby. This Agreement, the other Transaction Documents and any agreements or letters (including fee letters) executed in connection herewith contain the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof, superseding all prior oral or written understandings.

Section 11.15    Waiver of Setoff.

Each of the parties hereto hereby waives any right of setoff it may have or to which it may be entitled under this Agreement from time to time against any Lender or its assets.

Section 11.16    Assignments by the Lenders.

(a)Each Lender may at any time (i) assign, or grant a security interest or (ii) sell a participation interest in (other than to (x) the Borrower, any natural persons, the Fund or any Subsidiary thereof or any of their respective affiliates, (y) any Defaulting Lender or any of its Subsidiaries, or any person who, upon becoming a Lender under this Agreement, would constitute any of the foregoing persons describes in this clause (y) or (z) unless an Event of Default exists, a competitor of the Fund or the Investment Advisor) or (iii) sell any Advance or Commitment (or portion thereof) or any Note (or any portion thereof) to any Person; provided that, as applicable, (i) no transfer of any Advance or Commitment (or any portion thereof) or of any Note (or any portion thereof) shall be made unless such transfer is exempt from the registration requirements of the Securities Act and any applicable state securities laws or is made in accordance with the Securities Act and such laws, and is made only to either an “accredited investor” as defined in paragraphs (a)(1), (2), (3), or (7) of Rule 501 of Regulation D under the Securities Act or any entity in which all of the equity owners come within such paragraphs or to a “qualified institutional buyer” as defined in Rule 144A under the Securities Act which in each case is a “qualified purchaser” as defined in the 1940 Act, (ii) in the case of an assignment of any Advance or Commitment (or any portion thereof) or of any Note (or of any portion thereof) the assignee executes and delivers to the Collateral Manager, the Borrower and the Administrative Agent a fully executed Joinder Supplement substantially in the form of Exhibit H hereto (unless such assignee is already a Lender hereunder) and a transferee letter substantially in the form of Exhibit G hereto (a “Transferee Letter”), (iii) the consent of the Administrative Agent shall be

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required for any assignment, and (iv) so long as no Event of Default has occurred or is continuing, the consent of the Borrower (such consent not to be unreasonably withheld, conditioned or delayed and shall be deemed given if no response is made by the Borrower within ten (10) Business Days after delivery to the Borrower of notice of a proposed assignment; provided so long as no Event of Default exists, it is not unreasonable for Borrower to reject any assignment to a competitor of the Fund or the Investment Advisor) shall be required for any assignment, other than an assignment or participation (x) to a Lender, an Affiliate of a Lender or an Approved Fund or (y) required by Applicable Law or Governmental Authority, provided no such consent of the Borrower shall be required with respect to the sale of a participation interest. The parties to any such assignment, grant or sale of a participation interest shall execute and deliver to such assigning Lender for its acceptance and recording in its books and records, such agreement or document as may be satisfactory to such parties. The Borrower shall not assign or delegate, or grant any interest in, or permit any Lien to (other than Permitted Liens) exist upon, any of the Borrower’s rights, obligations or duties under the Transaction Documents without the prior written consent of the Administrative Agent. Notwithstanding anything contained in this Agreement to the contrary, (i) Ally Bank shall not need prior consent of the Borrower or any other party hereto to consolidate with or merge into any Person or convey or transfer substantially all of its properties and assets, including as part of such a transaction all or substantially all of its Advances, Commitments and Notes, to any Person, or (ii) if any Lender becomes a Defaulting Lender, unless such Lender shall have been deemed to no longer be a Defaulting Lender pursuant to Section 2.16(b), then, in each case, the Administrative Agent shall have the right to cause such Person to assign its entire interest in the Advances and Commitments and this Agreement to a transferee selected by the Administrative Agent and, except during the continuance of an Event of Default with the consent of the Borrower, in an assignment which satisfies the conditions set forth in the first sentence of this Section 11.16(a). Assignments shall be subject to the following additional conditions:

(1)no assignments shall be made to (x) the Borrower, the Fund or any of the Borrower’s, or the Fund’s, respective Affiliates or Subsidiaries or (y) any Defaulting Lender or any of its Subsidiaries, or any Person who, upon becoming a Lender hereunder, would constitute any of the foregoing Persons described in this clause (y);

(2)no assignments shall be made to a natural person;

(3)except in the case of an assignment to a Lender or an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loan Advances of any class, the amount of the Commitment or Loan Advances of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 unless each of the Borrower and the Administrative Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of Default has occurred and is continuing;

(4)each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement, provided that this clause shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of one (1) class of Commitments or Loan Advances;

(5)the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a

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processing and recordation fee of $3,500, such fee to be paid by either the assigning Lender or the assignee Lender or shared between such Lenders; and

(6)the assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public information about the Borrower and its affiliates and their Related Parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws, and containing payment instruction for such assignee.

(b)The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its lending offices, a copy of each transfer pursuant to Section 11.16(a) delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts of the Advances owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). Transfer by a Lender of its rights hereunder or under any Note may be effected only by the recording by the Administrative Agent of the identity of the transferee in the Register. The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Commitments, Advances or other obligations under the Transaction Documents (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest or demonstrable error, and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(c)The Collateral Custodian and the Document Custodian may, at any time, assign all or any part of its rights and obligations hereunder as Collateral Custodian or as Document Custodian, as applicable; provided, however, that any such assignee shall (i) be a bank or other financial institution organized and doing business under the laws of the United States or of any state thereof, (ii) be authorized under such laws to exercise corporate trust powers, (iii) have a combined capital and surplus of at least $200,000,000, (iv) be subject to supervision or examination by a United States federal or state banking authority, (v) have a long-term issuer rating of at least “Baa1” by Moody’s and “BBB+” by S&P, (vi) have an office within the United States; (vii) be in the business of providing collateral custodian services consistent with those required pursuant to this Agreement and (viii) is otherwise reasonably acceptable to the Administrative Agent and, prior to the occurrence and continuation of an Event of Default, the Borrower and the Collateral Manager; and provided, further, that such assignment shall not be effective unless (i), prior to such assignment, the Collateral Custodian shall have given ninety (90) days written notice to the Borrower, the Collateral Manager, the Administrative Agent and each Lender describing such assignment and (ii) such assignee has assumed the responsibilities and obligations of the Collateral Custodian or the Document Custodian, as applicable, being assigned to it in writing.

(d)The Borrower agrees that each participant shall be entitled to the benefits of Section 2.12 and 2.13 (subject to the requirements and limitations therein, including the

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requirements under Section 2.13(g) (it being understood that the documentation required under Section 2.13(g) shall be delivered to the participating Lender)) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to Section 11.16(b); provided that such participant (A) agrees to be subject to the provisions of Section 2.17 as if it were an assignee under Section 11.16(a); and (B) shall not be entitled to receive any greater payment under Sections 2.12 or 2.13, with respect to any participation, than its participating Lender would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a change in law that occurs after the participant acquired the applicable participation; provided, further, that the terms of any such participation shall not entitle the participant to direct such Lender as to the manner in which it votes in connection with any amendment, supplement or other modification of this Agreement or any waiver or consent with respect to any departure from the terms hereof, in each case unless and to the extent that the subject matter thereof is one as to which the consent of all Lenders is required in order to approve the same. Each Lender that sells a participation agrees, at the Borrower’s request and expense, to use reasonable efforts to cooperate with the Borrower to effectuate the provisions of Section 2.17 with respect to any participant. Each Loan Party further agrees to use commercially reasonable efforts to assist the Arranger in seeking completion of a timely syndication reasonably satisfactory to the Arranger.

Section 11.17    Heading and Exhibits.

The headings herein are for purposes of references only and shall not otherwise affect the meaning or interpretation of any provision hereof. The schedules and exhibits attached hereto and referred to herein shall constitute a part of this Agreement and are incorporated into this Agreement for all purposes.

Section 11.18    Benchmark Replacement Settings.

(a)Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, upon the occurrence of a Benchmark Transition Event with respect to Daily Simple SOFR, the Administrative Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a Benchmark Replacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the Administrative Agent has posted such proposed amendment to all Lenders and the Borrower so long as the Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders. No replacement of a Benchmark with a Benchmark Replacement pursuant to this Section 11.18(a) will occur prior to the applicable Benchmark Transition Start Date, and, for the avoidance of doubt, no Benchmark replacement shall occur under this Section 11.18 unless a Benchmark Transition Event shall have occurred with respect to Daily Simple SOFR.

(b)Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, the Administrative Agent will have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective upon notice from the Administrative Agent without any further action or consent of any other party to this Agreement or any other Transaction Document.

(c)Notices; Standards for Decisions and Determinations. The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the occurrence of a Benchmark Transition Event and its related Benchmark Transition Start Date, (B) the implementation of any Benchmark Replacement, (C) the effectiveness of any Benchmark Replacement Conforming

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Changes, (D) the removal or reinstatement of any tenor of a Benchmark pursuant to Section 11.18(d) below and (E) the commencement or conclusion of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or Lender (or group of Lenders) pursuant to this Section 11.18, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest or demonstrable error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Transaction Document, except, in each case, as expressly required pursuant to this Section 11.18.

(d)[Reserved].

(e)Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of any Benchmark Unavailability Period, the Borrower may revoke any request for an Advance at the then-current Benchmark, and failing that, all Advances shall bear interest at the Base Rate in lieu of Daily Simple SOFR, computed as otherwise described herein; provided, however, the Administrative Agent may, in consultation with the Borrower, establish an alternative interest rate with respect to such Advances during the pendency of such period. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of the Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of the Base Rate.

Section 11.19    Divisions.

Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale or transfer, or similar term, as applicable, to, of or with a separate Person. Notwithstanding anything to the contrary in this Agreement, (i) any division of a limited liability company shall constitute a separate Person hereunder, and each resulting division of any limited liability company that, prior to such division, is a Subsidiary, a Loan Party, a joint venture or any other like term shall remain a Subsidiary, a Loan Party, a joint venture, or other like term, respectively, after giving effect to such division, to the extent required under this Agreement, and any resulting divisions of such Persons shall remain subject to the same restrictions and corresponding exceptions applicable to the pre-division predecessor of such divisions, and (ii) in no event shall the Transferor or the Borrower be permitted to effectuate a division.

Section 11.20    Judgment Currency.

This is an international loan transaction in which the specification of Dollars or an Approved Foreign Currency, as the case may be (the “Specified Currency”), and payment in New York City, New York or the country of the Specified Currency, as the case may be (the “Specified Place”), is of the essence, and the Specified Currency shall be the currency of account in all events relating to Advances denominated in the Specified Currency. The payment obligations of the Borrower under this Agreement shall not be discharged or satisfied by an amount paid in another currency or in another place, whether pursuant to a judgment or otherwise, to the extent that the amount so paid on conversion to the Specified Currency and transfer to the Specified Place under normal banking procedures does not yield the amount of the Specified Currency at the Specified Place due hereunder. If for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in the Specified Currency into another currency (the “Second Currency”), the rate of exchange that shall be applied shall be

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the rate at which in accordance with normal banking procedures the Administrative Agent could purchase the Specified Currency with the Second Currency on the Business Day next preceding the day on which such judgment is rendered. The obligation of the Borrower in respect of any such sum due from it to the Administrative Agent or any Lender hereunder or under any other Transaction Document (in this Section called an “Entitled Person”) shall, notwithstanding the rate of exchange actually applied in rendering such judgment be discharged only to the extent that on the Business Day following receipt by such Entitled Person of any sum adjudged to be due hereunder in the Second Currency such Entitled Person may in accordance with normal banking procedures purchase and transfer to the Specified Place the Specified Currency with the amount of the Second Currency so adjudged to be due; and the Borrower hereby, as a separate obligation and notwithstanding any such judgment (but subject to the provisions set forth in Section 13.12), agrees to indemnify such Entitled Person against, and to pay such Entitled Person on demand, in the Specified Currency, the amount (if any) by which the sum originally due to such Entitled Person in the Specified Currency hereunder exceeds the amount of the Specified Currency so purchased and transferred.

Section 11.21    Recognition of the U.S. Special Resolution Regimes.

To the extent that this Agreement and/or any other Transaction Document constitutes a QFC, the Borrower agrees with each Secured Party as of the Effective Date as follows:

(a)In the event a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of this Agreement and/or any other Transaction Document, and any interest and obligation in or under this Agreement and/or any other Transaction Document from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement and/or any other the Transaction Document, and any such interest and obligation, were governed by the laws of the United States or a state of the United States.

(b)In the event that a Covered Party or a BHC Act Affiliate of such Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement and/or any other Transaction Document that may be exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement and/or any other Transaction Document were governed by the laws of the United States or a state of the United States.

Section 11.22    USA PATRIOT ACT.

Each Secured Party subject to the USA Patriot Act hereby notifies each Loan Party that, pursuant to the requirements of the USA Patriot Act, it may be required to obtain, verify and record information that identifies such Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Secured Party to identify each Loan Party in accordance with the USA Patriot Act.

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ARTICLE XII

TAX CONSIDERATIONS

Section 12.1    Acknowledgement of Parties.

The parties hereto acknowledge and agree that, for U.S. federal income tax purposes, financial accounting and other purposes, the parties will treat the Advances and the Notes as indebtedness and not as equity interests in the Borrower unless otherwise required by Applicable Law.

ARTICLE XIII

DOCUMENT CUSTODIAN

Section 13.1    Designation of Document Custodian.

(a)Initial Document Custodian. The role of Document Custodian with respect to the Required Loan Documents shall be conducted by the Person designated as Document Custodian hereunder from time to time in accordance with Section 13.2. The Document Custodian hereby accepts such agency appointment to act as Document Custodian pursuant to the terms of this Agreement, until its resignation or removal as Document Custodian pursuant to the terms hereof.

(b)Successor Document Custodian. Upon the Document Custodian’s receipt of a Document Custodian Termination Notice from the Administrative Agent of the designation of a successor Document Custodian pursuant to the provisions of Section 13.5, the Document Custodian agrees that it will terminate its activities as Document Custodian hereunder.

Section 13.2    Duties of Document Custodian.

(a)Appointment. Each of the Borrower and the Administrative Agent hereby designate and appoint the Document Custodian to act as its agent and hereby authorizes the Document Custodian to take such actions on its behalf and to exercise such powers and perform such duties as are expressly granted to the Document Custodian by this Agreement. The Borrower and the Administrative Agent hereby appoint U.S. Bank National Association to act as Document Custodian, for the benefit of the Secured Parties. The Document Custodian hereby accepts such appointment and agrees to perform the duties and obligations with respect thereto set forth herein.

(b)Duties. From the Effective Date until its removal pursuant to Section 13.5, the Document Custodian shall perform, on behalf of the Administrative Agent and the Secured Parties, the following duties and obligations:

(i)The Document Custodian shall take and retain custody of the Required Loan Documents delivered (physically or electronically) by the Borrower pursuant to the definition of “Eligible Loan” in accordance with the terms and conditions of this Agreement, all for the benefit of the Secured Parties and subject to the Lien thereon in favor of the Administrative Agent, as agent for the Secured Parties. Within five (5) Business Days of its receipt of any Required Loan Documents and the Loan Checklist (the “Review Period”), the Document Custodian shall review the Required Loan Documents delivered to it to confirm that (A) if the files delivered per the following sentence indicate that any document must contain an original signature, each such

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document appears to bear the original signature, or if the file indicates that such document may contain a copy of a signature, that such copies appear to bear an original or a reproduction of such signature and (B) based on a review of the applicable note, the related initial Loan balance when entered into or obtained by the Borrower, Loan identification number and Obligor name with respect to such Loan is referenced on the related Loan Checklist and is not a duplicate Loan (such items (A) through (B) collectively, the “Review Criteria”). In order to facilitate the foregoing review by the Document Custodian, in connection with each delivery of Required Loan Documents hereunder to the Document Custodian, the Collateral Manager shall provide to the Document Custodian an electronic file (in EXCEL or a comparable format acceptable to the Document Custodian) listing Loan identification number, name of Obligor, and initial Loan balance and the related Loan Checklist per file that contains a list of all Required Loan Documents and whether they require original signatures, the Loan identification number and the name of the Obligor and the initial Loan balance when entered into or obtained by the Borrower with respect to each related Loan. If, at the conclusion of such review, the Document Custodian shall determine that any Review Criteria are not satisfied, the Document Custodian shall within one (1) Business Day notify the Borrower, the Administrative Agent and the Collateral Manager of such determination and provide the Collateral Manager and the Borrower with a list of the non-complying Loans and the applicable Review Criteria that they fail to satisfy. The Collateral Manager shall have ten (10) Business Days to correct any non-compliance with any Review Criteria as stated in the preceding sentence. After the Review Period, the Document Custodian shall execute and deliver to the Collateral Manager and the Administrative Agent a certification substantially in the form attached hereto as Exhibit J, including an attached exception report. In addition, if requested in writing substantially in the form of Exhibit E by the Collateral Manager and approved by the Administrative Agent within ten (10) Business Days of the Document Custodian’s delivery of such report, the Document Custodian shall return the Required Loan Documents for any Loan which fails to satisfy a Review Criteria to the Borrower. Other than the foregoing, the Document Custodian shall not have any responsibility for reviewing any Underlying Instruments. Notwithstanding anything herein to the contrary, the Document Custodian’s obligation to review the Required Loan Documents shall be limited to reviewing such Required Loan Documents based on the information provided on the Loan Checklist.

(ii)In taking and retaining custody of the Required Loan Documents, the Document Custodian shall be deemed to be acting as the agent of the Secured Parties; provided that the Document Custodian makes no representations as to the existence, perfection or priority of any Lien on the Underlying Instruments or the instruments therein; and provided further that the Document Custodian’s duties as agent shall be limited to those expressly contemplated herein.

(iii)All Required Loan Documents (to the extent physically received by the Document Custodian) that are (i) originals or physical copies shall be kept in fire resistant vaults, rooms or cabinets at the address of the Document Custodian located at the Custody Facilities, or at such other office as shall be specified to the Administrative Agent, the Borrower, and the Collateral Manager by the Document Custodian in a written notice delivered at least thirty (30) days prior to such change and (ii) in electronic form (it being agreed that Required Loan Documents shall only be permitted to be delivered in electronic form with respect to Noteless Loans) shall be held electronically in such electronic format in which such Required Loan Documents were received. All Required Loan Documents that are originals or copies shall be placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. The Document Custodian shall segregate the physical Required Loan Documents on its

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inventory system and will not commingle the physical Required Loan Documents with any other files of the Document Custodian.

(iv)All Required Loan Documents with respect to Permitted Investments that are originals or copies shall be kept in fire resistant vaults, rooms or cabinets at the Custody Facilities (or such other location identified to the Administrative Agent and Borrower). All such Required Loan Documents that are originals or copies shall be placed together with an appropriate identifying label and maintained in such a manner so as to permit retrieval and access. All such Required Loan Documents that are originals or copies shall be clearly segregated from any other documents or instruments maintained by the Document Custodian. All such Required Loan Documents that are delivered to the Document Custodian in electronic format shall be saved onto disks and/or onto the Document Custodian’s secure computer system, and maintained in a manner so as to permit retrieval and access.

(v)On each Reporting Date, the Document Custodian shall provide a written report to the Administrative Agent, the Borrower, and the Collateral Manager (in a form acceptable to the Administrative Agent) identifying each Loan for which it holds Required Loan Documents, the non-complying Loans and the applicable Review Criteria that any non-complying Loan fails to satisfy.

(vi)Notwithstanding any provision to the contrary elsewhere in the Transaction Documents, the Document Custodian shall not have any fiduciary relationship with any party hereto or any Secured Party in its capacity as such, and no implied covenants, functions, obligations or responsibilities shall be read into this Agreement, the other Transaction Documents or otherwise exist against the Document Custodian. Without limiting the generality of the foregoing, it is hereby expressly agreed and stipulated by the other parties hereto that the Document Custodian shall not be required to exercise any discretion hereunder and shall have no investment or management responsibility. The Document Custodian shall not be deemed to assume any obligations or liabilities of the Borrower or Collateral Manager hereunder or under any other Transaction Document.

(vii)The Administrative Agent may direct the Document Custodian to take any action incidental to its duties hereunder. With respect to other actions which are incidental to the actions specifically delegated to the Document Custodian hereunder, the Document Custodian shall not be required to take any such incidental action hereunder, but shall be required to act or to refrain from acting (and shall be fully protected in acting or refraining from acting) upon the direction of the Administrative Agent; provided that, the Document Custodian shall not be required to take any action hereunder at the request of the Administrative Agent or otherwise if the taking of such action, in the reasonable determination of the Document Custodian, (x) shall be in violation of any Applicable Law or contrary to any provisions of this Agreement or (y) shall expose the Document Custodian to liability hereunder or otherwise (unless it has received indemnity which it reasonably deems to be satisfactory with respect thereto). In the event the Document Custodian requests the consent of the Administrative Agent and the Document Custodian does not receive a consent (either positive or negative) from the Administrative Agent within ten (10) Business Days of its receipt of such request, then the Administrative Agent shall be deemed to have declined to consent to the relevant action.

(viii)The Document Custodian shall not be liable for any action taken, suffered or omitted by it in accordance with the request or direction of any Secured

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Section 13.3    Merger or Consolidation.

Any Person (a) into which the Document Custodian may be merged or consolidated, (b) that may result from any merger or consolidation to which the Document Custodian shall be a party or (c) that may succeed to the properties and assets of the Collateral Custodian substantially as a whole, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Document Custodian hereunder, shall be the successor to the Document Custodian under this Agreement and any other Transaction Document to which it is a party without further act of any of the parties to this Agreement.

Section 13.4    Document Custodian Compensation.

As compensation for its document custodian activities hereunder, the Document Custodian shall be entitled to the Collateral Custodian Fee from the Borrower as set forth in the Collateral Custodian Fee Letter and under the Transaction Documents, payable pursuant to the extent of funds available therefor pursuant to the provisions of Sections 2.7 and 2.8, as applicable. The Document Custodian’s entitlement to receive fees (other than any previously accrued and unpaid fees) shall cease on the earlier to occur of: (a) its removal as Document Custodian and the appointment and acceptance by the successor Document Custodian pursuant to Section 13.5, (b) its resignation as Document Custodian pursuant to Section 13.7 of this Agreement or (c) the termination of this Agreement.

Section 13.5    Document Custodian Removal.

The Document Custodian may be removed, with or without cause, by the Administrative Agent (or the Borrower with the Administrative Agent’s consent in its sole discretion) by notice given in writing to the Document Custodian (the “Document Custodian Termination Notice”); provided that, notwithstanding its receipt of a Document Custodian Termination Notice, the Document Custodian shall continue to act in such capacity (and, for the avoidance of doubt, so long as it continues to act in such capacity, shall continue to receive the fees and any other amounts to which it is entitled to receive in such capacity under the terms of this Agreement and the Collateral Custodian Fee Letter) until a successor Document Custodian has been appointed by the Administrative Agent and agreed to by the Borrower and such successor Document Custodian has agreed to act as Document Custodian hereunder.

Section 13.6    Limitation on Liability.

(a)The Document Custodian may conclusively rely on and shall be fully protected in acting upon any written notice, instruction, statement, certificate, request, waiver, consent, instrument, opinion, report, letter or other paper or document furnished to it in accordance with this Agreement, which it in good faith reasonably believes to be genuine and that has been signed or presented by the proper party (which in the case of any instruction from or on behalf of the Borrower shall be a Responsible Officer) or parties.

(b)The Document Custodian may consult counsel selected with due care and shall not be liable for any action taken, suffered or omitted by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(c)The Document Custodian shall not be liable for any error of judgment, or for any act done or step taken or omitted by it, in good faith, or for any mistakes of fact or law, or

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for anything that it may do or refrain from doing in connection herewith except in the case of its willful misconduct, bad faith or grossly negligent performance or omission of its duties.

(d)The Document Custodian makes no warranty or representation and shall have no responsibility (except as expressly set forth in this Agreement) as to the content, enforceability, completeness, validity, sufficiency, value, genuineness, ownership or transferability of the Collateral, and will not be required to and will not make any representations as to the validity or value (except as expressly set forth in this Agreement) of any of the Collateral. The Document Custodian shall not be obligated to take any legal action hereunder that might in its reasonable judgment involve any expense or liability unless it has been furnished with an indemnity reasonably satisfactory to it.

(e)The Document Custodian shall have no duties or responsibilities except such duties and responsibilities as are specifically set forth in this Agreement and no covenants or obligations shall be implied in this Agreement against the Document Custodian.

(f)The Document Custodian shall not be required to expend or risk its own funds in the performance of its duties hereunder.

(g)It is expressly agreed and acknowledged that the Document Custodian is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral.

(h)The Document Custodian may assume the genuineness of any such Required Loan Document it may receive and the genuineness and due authority of any signatures appearing thereon, and shall be entitled to assume that each Required Loan Document it may receive is what it purports to be. If an original “security” or “instrument” as defined in Section 8-102 and Section 9-102(a)(47) of the UCC, respectively, is or shall be or become available with respect to any Collateral to be held by the Document Custodian under this Agreement, it shall be the sole responsibility of the Borrower to make or cause delivery thereof to the Document Custodian, and the Document Custodian shall not be under any obligation at any time to determine whether any such original security or instrument has been or is required to be issued or made available in respect of any Collateral or to compel or cause delivery thereof to the Document Custodian. Without prejudice to the generality of the foregoing, the Document Custodian shall be without liability to the Borrower, the Collateral Manager, the Administrative Agent or any other Person for any damage or loss resulting from or caused by events or circumstances beyond the Document Custodian’s reasonable control, including nationalization, expropriation, currency restrictions, the interruption, disruption or suspension of the normal procedures and practices of any securities market, power, mechanical, communications or other technological failures or interruptions, computer viruses or the like, fires, floods, earthquakes or other natural disasters, civil and military disturbance, acts of war or terrorism, riots, revolution, acts of God, work stoppages, strikes, natural disasters of any kind, or other similar events or acts (it being understood that the Document Custodian shall use commercially reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as reasonably practicable under the circumstances); errors by the Borrower, the Collateral Manager or the Administrative Agent (including any Responsible Officer of any thereof) in its instructions to the Document Custodian; or changes in applicable law, regulation or orders.

(i)The Document Custodian may exercise any of its rights or powers hereunder or perform any of its duties hereunder either directly or, by or through agents or attorneys, and the Document Custodian shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed hereunder with due care by it. Neither the Document Custodian nor any of its affiliates, directors, officers, shareholders, agents or employees will be liable to the Collateral Manager, the Borrower or any other Person, except by

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reason of acts or omissions by the Document Custodian constituting bad faith, willful misconduct, gross negligence or reckless disregard of the Document Custodian’s duties hereunder. The Document Custodian shall in no event have any liability for the actions or omissions of the Borrower, the Collateral Manager, the Administrative Agent, or any other Person, and shall have no liability for any inaccuracy or error in any duty performed by it that results from or is caused by inaccurate, untimely or incomplete information or data received by it from the Borrower, the Collateral Manager, the Administrative Agent, or another Person except to the extent that such inaccuracies or errors are caused by the Document Custodian’s own bad faith, willful misconduct, gross negligence or reckless disregard of its duties hereunder.

(j)In case any reasonable question arises as to its duties hereunder, the Document Custodian may, prior to the occurrence and continuation of an Event of Default, request instructions from the Collateral Manager and may, after the occurrence and continuation of an Event of Default, request instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received instructions from the Collateral Manager or the Administrative Agent, as applicable. The Document Custodian shall in all events have no liability, risk or cost for any action taken pursuant to and in compliance with the instruction of the Administrative Agent. In no event shall the Document Custodian be liable for special, indirect, punitive, incidental or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Document Custodian has been advised of the likelihood of such loss or damage and regardless of the form of action.

(k)The Document Custodian shall not be deemed to have knowledge or notice of any matter unless actually known to a Responsible Officer of the Document Custodian.

Section 13.7    Document Custodian Resignation.

The Document Custodian may resign and be discharged from its duties or obligations hereunder by giving not less than ninety (90) days written notice thereof to the Administrative Agent, the Borrower, and the Collateral Manager. For the avoidance of doubt, the Document Custodian shall be entitled to receive, as and when such amounts are payable in accordance with this Agreement, any fees accrued through the effective date of its resignation pursuant to and in accordance with this Section 13.7. Notwithstanding anything herein to the contrary, the Document Custodian may not resign prior to a successor Document Custodian being appointed. For the avoidance of doubt, any Collateral Custodian Fee shall be payable to the Document Custodian so resigning until such time as a successor Document Custodian shall have been appointed.

Section 13.8    Release of Documents.

(a)Release for Servicing. From time to time and as appropriate for the enforcement or servicing of any of the Collateral, the Document Custodian is hereby authorized (unless and until such authorization is revoked by the Administrative Agent) to, and shall, upon written receipt from the Collateral Manager of a request for release of documents and receipt in the form annexed hereto as Exhibit E, release to the Collateral Manager within two (2) Business Days of receipt of such request, the related Required Loan Documents or the documents set forth in such request and receipt to the Collateral Manager. All documents so released to the Collateral Manager shall be held by the Collateral Manager in trust for the benefit of the Administrative Agent on behalf of the Secured Parties, in accordance with the terms of this Agreement. The Collateral Manager shall return to the Document Custodian the Required Loan Documents or other such documents (i) promptly upon the request of the Administrative Agent, or (ii) when the Collateral Manager’s need therefor in connection with such enforcement or servicing no longer exists, unless the Loan shall be liquidated or sold, in which case, upon receipt of an additional request for release of documents and receipt certifying such liquidation or sale

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from the Collateral Manager to the Document Custodian in the form annexed hereto as Exhibit E, the Collateral Manager’s request and receipt submitted pursuant to the first sentence of this subsection shall be released by the Document Custodian to the Collateral Manager.

(b)Release for Payment. Upon receipt by the Document Custodian of the Collateral Manager’s request for release of documents and receipt in the form annexed hereto as Exhibit E (which certification shall include a statement to the effect that all amounts received in connection with such payment or repurchase have been credited to the Collection Account as provided in this Agreement), the Document Custodian shall promptly release the related Required Loan Documents to the Collateral Manager.

(c)Limitation on Release. During the occurrence and continuance of an Event of Default, the foregoing provision with respect to the release to the Collateral Manager of the Required Loan Documents and documents by the Document Custodian upon request by the Collateral Manager shall be operative only to the extent that the Administrative Agent have consented to such release. Promptly after delivery to the Document Custodian of any request for release of documents, the Collateral Manager shall provide notice of the same to the Administrative Agent.

(d)Shipment of Required Loan Documents. Written instructions as to the method of shipment and shipper(s) the Document Custodian is directed to utilize in connection with the transmission of Required Loan Documents in the performance of the Document Custodian’s duties hereunder shall be delivered by the Borrower, the Collateral Manager or the Administrative Agent to the Document Custodian prior to any shipment of any Underlying Instruments hereunder. The Collateral Manager shall arrange for the provision of such services at the cost and expense of the Borrower (or, at the Document Custodian’s option, the Borrower shall reimburse the Document Custodian for all reasonable and documented costs and expenses of the Document Custodian consistent with such instructions) and shall maintain such insurance against loss or damage to the Underlying Instruments as the Collateral Manager deems appropriate.

Section 13.9    Return of Required Loan Documents.

The Borrower may, with the prior written consent of the Administrative Agent (such consent not to be unreasonably withheld), require that the Document Custodian return each Required Loan Document (as applicable), respectively (a) delivered to the Document Custodian in error, (b) as to which the lien on the Underlying Asset has been so released pursuant to Section 7.2, (c) that has been the subject of a Discretionary Sale or Substitution pursuant to Section 2.14 or (d) that is required to be redelivered to the Borrower in connection with the termination of this Agreement, in each case by submitting to the Document Custodian and the Administrative Agent a written request substantially in the form of Exhibit E hereto (signed by both the Collateral Manager and the Administrative Agent) specifying the Collateral to be so returned and reciting that the conditions to such release have been met (and specifying the Section or Sections of this Agreement being relied upon for such release). The Document Custodian shall upon its receipt of each such request for return executed by the Borrower and the Administrative Agent promptly, but in any event within two Business Days, return the Underlying Instruments so requested to the Borrower.

Section 13.10    Access to Certain Documentation and Information Regarding the Collateral Portfolio.

(a)The Collateral Manager, the Borrower and the Document Custodian shall, at the Borrower’s expense, provide to the Administrative Agent access to the Underlying Instruments and all other documentation regarding the Collateral including in such cases where

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the Administrative Agent is required in connection with the enforcement of the rights or interests of the Secured Parties, or by applicable statutes or regulations, to review such documentation, such access being afforded without charge but only (i) upon two (2) Business Days’ prior written request, (ii) during normal business hours and (iii) subject to the Collateral Manager’s and Document Custodian’s normal security and confidentiality procedures; provided that the Administrative Agent may, and shall upon request of any Lender, permit each Lender to be included on any such review, and shall use commercially reasonable efforts to schedule any review on a day when Lenders desiring to participate in such review may be included. From time to time at the discretion of the Administrative Agent, the Administrative Agent may review the Collateral Manager’s collection and administration of the Collateral in order to assess compliance by the Collateral Manager with the Collateral Management Agreement and may conduct an audit of the Collateral, and Underlying Instruments in conjunction with such a review. Such review shall be reasonable in scope and shall be completed in a reasonable period of time.

(b)Without limiting the foregoing provisions of Section 13.10(a), from time to time on request of the Administrative Agent, the Document Custodian shall permit certified public accountants or other independent auditors acceptable to the Administrative Agent to conduct a review of the Underlying Instruments and all other documentation regarding the Collateral. Up to two such reviews per fiscal year shall be at the expense of the Borrower and additional reviews in a fiscal year shall be at the expense of the requesting Lender(s); provided that, after the occurrence and during the continuance of an Event of Default, any such reviews, regardless of frequency, shall be at the expense of the Borrower.

Section 13.11    Document Custodian as Agent.

The Document Custodian agrees that, with respect to any Underlying Instruments at any time or times in its possession, the Document Custodian shall be the agent of the Administrative Agent, for the benefit of the Secured Parties, for purposes of perfecting (to the extent not otherwise perfected) the Administrative Agent’s security interest in the Collateral and for the purpose of ensuring that such security interest is entitled to first priority status under the UCC. For so long as the Document Custodian is the same entity as the Collateral Custodian, the Document Custodian shall be entitled to the same rights, immunities, indemnities and protections afforded to the Collateral Custodian hereunder.

Section 13.12    Indemnification.

For the avoidance of doubt, the Document Custodian shall be entitled to all of the benefits of the indemnification provisions to the extent and in the manner set forth in Article IX.

[Remainder of page intentionally left blank; signature pages follow.]

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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.

BORROWER:

CMFT CL LENDING SUB AB, LLC, as the Borrower

By:    _/s/ Nathan DeBacker________________________

Name: Nathan DeBacker

Title: Vice President, Chief Financial Officer and Treasurer

[Signatures continued on the following page.]

[Signature Page]

Loan and Security Agreement

ADMINISTRATIVE AGENT AND ARRANGER:

ALLY BANK, as the Administrative Agent and Arranger

By:     /s/ Riley Quinn ________________     Name: Riley Quinn Title: Authorized Signatory, Ally CF

LENDERS:

ALLY BANK, as a Lender

By:     /s/ Riley Quinn ________________     Name: Riley Quinn Title: Authorized Signatory, Ally CF

[Signatures continued on the following page.]

[Signature Page]

Loan and Security Agreement

THE COLLATERAL CUSTODIAN:

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, not in its individual capacity but solely as Collateral Custodian

By: /s/ Elaine Mah___________________     Name: Elaine Mah Title: Senior Vice President

THE DOCUMENT CUSTODIAN:

U.S. BANK NATIONAL ASSOCIATION, not in its individual capacity but solely as the Document Custodian

By:     /s/ Kenneth Brandt________________     Name: Kenneth Brandt Title: Vice President

[Signature Page]

Loan and Security Agreement

Document

EXHIBIT 21.1

Subsidiaries of CIM Real Estate Finance Trust, Inc.

Entity Name	Jurisdiction of Formation/Incorporation
235 West 75th Street Holdings LLC	Delaware
235 West 75th Street Mezzanine LLC	Delaware
235 West 75th Street Sponsor LLC	Delaware
301 West 53rd Street Holdings LLC	Delaware
301 West 53rd Street Mezzanine LLC	Delaware
301 West 53rd Street Sponsor LLC	Delaware
84 South Furniture, LLC	Delaware
88 Lexington Avenue Holdings LLC	Delaware
88 Lexington Avenue Mezzanine, LLC	Delaware
88 Lexington Avenue Sponsor LLC	Delaware
90 Lexington Avenue Holdings LLC	Delaware
90 Lexington Avenue Mezzanine LLC	Delaware
90 Lexington Avenue Sponsor LLC	Delaware
ARCP AA Ravenswood WV, LLC	Delaware
ARCP AA Willmar MN, LLC	Delaware
ARCP AN Arkadelphia AR, LLC	Delaware
ARCP AS Cartersville GA, LLC	Delaware
ARCP AZ Vandalia OH, LLC	Delaware
ARCP BC Bangor ME, LLC	Delaware
ARCP BK Midwest City OK, LLC	Delaware
ARCP BK Yukon OK, LLC	Delaware
ARCP BP Portage IN, LLC	Delaware
ARCP CV Danville IN, LLC	Delaware
ARCP CV Riverton NJ, LLC	Delaware
ARCP DD Austell GA, LLC	Delaware
ARCP DG Glouster OH, LLC	Delaware
ARCP DG Parchment MI, LLC	Delaware
ARCP DG Russell KS, LLC	Delaware
ARCP DG Stacy MN, LLC	Delaware
ARCP DG Topeka (43rd) KS, LLC	Delaware
ARCP FD Bearden AR, LLC	Delaware
ARCP FD Centreville AL, LLC	Delaware
ARCP FD Danville VA, LLC	Delaware
ARCP FD Darby MT, LLC	Delaware
ARCP FD Denton NC, LLC	Delaware
ARCP FD Deridder LA, LLC	Delaware
ARCP FD Hampton AR, LLC	Delaware
ARCP FD Hobbs NM, LLC	Delaware
ARCP FD Londonderry OH, LLC	Delaware
ARCP FD Morgan UT, LLC	Delaware
ARCP FD New Roads LA, LLC	Delaware
ARCP FD Roswell NM, LLC	Delaware
ARCP FD Salina UT, LLC	Delaware
Entity Name	Jurisdiction of Formation/Incorporation
---	---
ARCP FD West Portsmouth OH, LLC	Delaware
ARCP GE Seven Fields PA, LLC	Delaware
ARCP GM Waukesha WI, LLC	Delaware
ARCP GP UO Portfolio I, LLC	Delaware
ARCP GP UO Portfolio II, LLC	Delaware
ARCP GP UO Portfolio V, LLC	Delaware
ARCP GS Indianapolis IN, LLC	Delaware
ARCP GS Lafayette IN, LLC	Delaware
ARCP GS Walker LA, LLC	Delaware
ARCP ID Ames IA, LLC	Delaware
ARCP ID Cookeville TN, LLC	Delaware
ARCP ID Denton TX, LLC	Delaware
ARCP ID Houston TX, LLC	Delaware
ARCP ID Orlando FL, LLC	Delaware
ARCP ID Streetsboro OH, LLC	Delaware
ARCP ID Waldorf MD, LLC	Delaware
ARCP KG Bay City MI, LLC	Delaware
ARCP KG Shelton WA, LLC	Delaware
ARCP KO Charlottesville VA, LLC	Delaware
ARCP KU Conway AR, LLC	Delaware
ARCP LA Columbus OH, LLC	Delaware
ARCP LO Alpharetta GA, LLC	Delaware
ARCP LO Covington LA, LLC	Delaware
ARCP LO Lilburn GA, LLC	Delaware
ARCP LO Marietta GA, LLC	Delaware
ARCP LO Woodstock GA, LLC	Delaware
ARCP LW Asheboro NC, LLC	Delaware
ARCP LW Mansfield OH, LLC	Delaware
ARCP MD Lawton OK, LLC	Delaware
ARCP MF Draper UT, LLC	Delaware
ARCP MF Fairview Park OH, LLC	Delaware
ARCP MF Lake City FL, LLC	Delaware
ARCP MF Raleigh NC, LLC	Delaware
ARCP MT Abilene TX, LLC	Delaware
ARCP MT Albuquerque NM, LLC	Delaware
ARCP MT Austell GA, LLC	Delaware
ARCP MT Bowling Green KY, LLC	Delaware
ARCP MT Carlisle PA, LLC	Delaware
ARCP MT Columbus IN, LLC	Delaware
ARCP MT Dickson City PA, LLC	Delaware
ARCP MT Enid OK, LLC	Delaware
ARCP MT Florence KY, LLC	Delaware
ARCP MT Fort Wayne IN, LLC	Delaware
ARCP MT Glen Ellyn IL, LLC	Delaware
ARCP MT Hagerstown MD, LLC	Delaware
ARCP MT Hattiesburg MS, LLC	Delaware
Entity Name	Jurisdiction of Formation/Incorporation
---	---
ARCP MT Houma LA, LLC	Delaware
ARCP MT Houston TX, LLC	Delaware
ARCP MT Inglewood CA, LP	Delaware
ARCP MT Jefferson City MO, LLC	Delaware
ARCP MT Lafayette IN, LLC	Delaware
ARCP MT Lawton OK, LLC	Delaware
ARCP MT Louisville KY, LLC	Delaware
ARCP MT Manitowoc WI, LLC	Delaware
ARCP MT Monroe LA, LLC	Delaware
ARCP MT Morganton NC, LLC	Delaware
ARCP MT Mount Pleasant SC, LLC	Delaware
ARCP MT Muskegon MI, LLC	Delaware
ARCP MT Rockford IL, LLC	Delaware
ARCP MT Salina KS, LLC	Delaware
ARCP MT Shippensburg PA, LLC	Delaware
ARCP MT Springfield IL, LLC	Delaware
ARCP MT Springfield MA, LLC	Delaware
ARCP MT Springfield OH, LLC	Delaware
ARCP MT Stroudsburg PA, LLC	Delaware
ARCP MT Vienna WV, LLC	Delaware
ARCP NB Bluffton SC, LLC	Delaware
ARCP NB Conyers GA, LLC	Delaware
ARCP NB Cypress TX, LLC	Delaware
ARCP NB Flower Mound TX, LLC	Delaware
ARCP NB Fort Worth TX, LLC	Delaware
ARCP NB North Richland Hills TX, LLC	Delaware
ARCP NB Pasadena TX, LLC	Delaware
ARCP NB Pearland TX, LLC	Delaware
ARCP NB Plano TX, LLC	Delaware
ARCP NB Summerville SC, LLC	Delaware
ARCP NB Tomball TX, LLC	Delaware
ARCP NB Wake Forest NC, LLC	Delaware
ARCP NT Hoover AL, LLC	Delaware
ARCP OR Bennettsville SC, LLC	Delaware
ARCP OR Iron Mountain MI, LLC	Delaware
ARCP PE Independence MO, LLC	Delaware
ARCP PM McAllen TX, LLC	Delaware
ARCP PS Pewaukee WI, LLC	Delaware
ARCP RC Avondale AZ, LLC	Delaware
ARCP RC Murphy TX, LLC	Delaware
ARCP RC Reno NV, LLC	Delaware
ARCP SH Broken Bow NE, LLC	Delaware
ARCP SH Larned KS, LLC	Delaware
ARCP SH Valentine NE, LLC	Delaware
ARCP SS North Kingstown RI, LLC	Delaware
ARCP SY Roanoke Rapids NC, LLC	Delaware
Entity Name	Jurisdiction of Formation/Incorporation
---	---
ARCP TC Decatur AL, LLC	Delaware
ARCP TG Chesapeake VA, LLC	Delaware
ARCP TG Wilmington DE, LLC	Delaware
ARCP TS Blytheville AR, LLC	Delaware
ARCP TS Fortuna CA, LLC	Delaware
ARCP TS Midland NC, LLC	Delaware
ARCP UL Albany GA, LLC	Delaware
ARCP UL Greeley CO, LLC	Delaware
ARCP UO Portfolio I, LP	Delaware
ARCP UO Portfolio II, LP	Delaware
ARCP UO Portfolio V, LP	Delaware
ARCP VM Taylor MI, LLC	Delaware
ARCP WD Amite LA, LLC	Delaware
ARCP WE Chicago IL, LLC	Delaware
ARCP WE Mystic CT, LLC	Delaware
ARCP WE Panama City FL, LLC	Delaware
ARCP WE Pensacola FL, LLC	Delaware
ARCP WG Chicopee MA, LLC	Delaware
ARCP WG Clinton Township MI, LLC	Delaware
ARCP WG Coweta OK, LLC	Delaware
ARCP WG East Chicago IN, LLC	Delaware
ARCP WG Harrison AR, LLC	Delaware
ARCP WG Indianapolis (Washington) IN, LLC	Delaware
ARCP WG Lees Summit (Langsford) MO, LLC	Delaware
ARCP WG Little Rock AR, LLC	Delaware
ARCP WG Metropolis IL, LLC	Delaware
ARCP WG Portfolio II, LLC	Delaware
ARCP WG Sacramento CA, LLC	Delaware
ARCP WG Siloam Springs AR, LLC	Delaware
ARCP WG Slidell LA, LLC	Delaware
ARCP WG St. Louis MO, LLC	Delaware
ARCP WY Grafton VA, LLC	Delaware
ARCP WY Westminster CO, LLC	Delaware
CCO Capital Holdings, LLC	Delaware
CCO Condo Portfolio (AZ) Junior Mezzanine, LLC	Arizona
CCO Condo Portfolio (NY) Mezzanine Holdings, LLC	Delaware
CCO Condo Portfolio (NY) Mezzanine, LLC	Delaware
CIM BJ Roanoke VA, LLC	Delaware
CIM CL Fredericksburg VA, LLC	Delaware
CIM CL Lake Jackson TX, LLC	Delaware
CIM CL Richmond VA, LLC	Delaware
CIM CL San Antonio TX, LLC	Delaware
CIM CL Williamsburg VA, LLC	Delaware
CIM Commercial Lending REIT	Maryland
CIM DU Madison AL, LLC	Delaware
CIM DU Wichita KS, LLC	Delaware
Entity Name	Jurisdiction of Formation/Incorporation
---	---
CIM GP UO Madera CA, LLC	Delaware
CIM Income NAV Operating Partnership, LP	Delaware
CIM NP JV Holdings, LLC	Delaware
CIM OFC Scottsdale AZ, LLC	Delaware
CIM RE Lending Sub, LLC	Delaware
CIM Real Estate Finance Operating Partnership, LP	Delaware
CIM SL Greenfield WI, LLC	Delaware
CIM SL Madison WI, LLC	Delaware
CIM T5 Portfolio I, LLC	Delaware
CIM UO Madera CA, LP	Delaware
CIM WG Whiteville NC, LLC	Delaware
CINAV Securities Investments, LLC	Delaware
CLR RE Lending RF Sub BB, LLC	Delaware
CLR RE Lending RF Sub CB, LLC	Delaware
CLR RE Lending Sub, LLC	Delaware
CLR Real Estate Securities, LLC	Delaware
CLR Securities Investments, LLC	Delaware
CMFT 2022-FL 1 Issuer, LLC	Delaware
CMFT CL Investments, LLC	Delaware
CMFT CL Lending Sub AB, LLC	Delaware
CMFT CMBS Holdco LLC	Delaware
CMFT Corporate Credit Securities, LLC	Delaware
CMFT CRE CLO Partnership, LLC	Delaware
CMFT CRE CLO Retention Holder, LLC	Delaware
CMFT CRE CLO TRS, LLC	Delaware
CMFT MT JV Holdings II, LLC	Delaware
CMFT MT JV Holdings, LLC	Delaware
CMFT Net Lease Master Issuer LLC	Delaware
CMFT RE Lending RF Sub BB, LLC	Delaware
CMFT RE Lending RF Sub CB, LLC	Delaware
CMFT RE Lending RF Sub DB, LLC	Delaware
CMFT RE Lending RF Sub WF, LLC	Delaware
CMFT RE Lending Sub BBSQ Holdco, LLC	Delaware
CMFT RE Lending Sub CBSQ Holdco, LLC	Delaware
CMFT RE Lending Sub DB Holdco LLC	Delaware
CMFT RE Lending Sub II LLC	Delaware
CMFT RE Lending Sub LLC	Delaware
CMFT RE Lending Sub MM Holdco, LLC	Delaware
CMFT RE Lending Sub MM, LLC	Delaware
CMFT RE Lending Sub WF Holdco LLC	Delaware
CMFT Real Estate Securities I, LLC	Delaware
CMFT Real Estate Securities II, LLC	Delaware
CMFT Real Estate Securities III, LLC	Delaware
CMFT Real Estate Securities, LLC	Delaware
CMFT SCF Borrower, LLC	Delaware
CMFT SCF Holdco, LLC	Delaware
Entity Name	Jurisdiction of Formation/Incorporation
---	---
CMFT Securities Investments, LLC	Delaware
CMFT Securities PE Investments I, LLC	Delaware
CMFT UK RE I, LLC	Delaware
CMFT UK RE II, LLC	Delaware
CMFT UK RE III, LLC	Delaware
CMFT UK RE IV, LLC	Delaware
CMFT UK RE Lending Sub, LLC	Delaware
CMFT UK RE Parent I, LLC	Delaware
CMFT UK RE Parent II, LLC	Delaware
CMFT UK RE Parent III, LLC	Delaware
CMFT UK RE Parent IV, LLC	Delaware
Cole 24 Orlando FL, LLC	Delaware
Cole AA Fairmont NC, LLC	Delaware
Cole AA Macomb Township MI, LLC	Delaware
Cole AA Sedalia MO, LLC	Delaware
Cole AH Pearland TX, LLC	Delaware
Cole AS Valdosta GA, LLC	Delaware
Cole AV Portfolio I, LLC	Delaware
Cole BD Ambridge PA, LLC	Delaware
Cole BE Portfolio I, LLC	Delaware
Cole BE Portfolio II, LLC	Delaware
Cole BE Portfolio III, LLC	Delaware
Cole BJ Fort Myers FL, LLC	Delaware
Cole BP Tallahassee FL, LLC	Delaware
Cole CAB Portfolio, LLC	Delaware
Cole CC Salt Lake City UT, LLC	Delaware
Cole CL Frisco TX, LLC	Delaware
Cole CL San Antonio TX, LLC	Delaware
Cole CL Wylie TX, LLC	Delaware
Cole CM Tinley Park IL, LLC	Delaware
Cole CNAV Acquisitions, LLC	Delaware
Cole Corporate Income Operating Partnership III, LP	Delaware
Cole CS Tallahassee FL, LLC	Delaware
Cole CV Arnold MO LLC	Delaware
Cole CV Asheville NC, LLC	Delaware
Cole CV Austin (Bee Cave Pkwy) TX, LLC	Delaware
Cole CV Austin TX, LLC	Delaware
Cole CV Bloomington IN LLC	Delaware
Cole CV Blue Springs MO, LLC	Delaware
Cole CV Bridgeton MO, LLC	Delaware
Cole CV Charleston SC, LLC	Delaware
Cole CV Chesapeake VA, LLC	Delaware
Cole CV Chicago (Central) IL, LLC	Delaware
Cole CV Cicero IN, LLC	Delaware
Cole CV Corpus Christi TX, LLC	Delaware
Cole CV Eminence KY, LLC	Delaware
Entity Name	Jurisdiction of Formation/Incorporation
---	---
Cole CV Erie PA, LLC	Delaware
Cole CV Goose Creek SC, LLC	Delaware
Cole CV Greenwood IN, LLC	Delaware
Cole CV Hanover Township NJ, LLC	Delaware
Cole CV Hazlet NJ LLC	Delaware
Cole CV Honesdale PA, LLC	Delaware
Cole CV Independence (West 23rd St.) MO, LLC	Delaware
Cole CV Indianapolis IN LLC	Delaware
Cole CV Irving TX, LLC	Delaware
Cole CV Janesville WI, LLC	Delaware
Cole CV Katy TX, LLC	Delaware
Cole CV Lincoln NE, LLC	Delaware
Cole CV London KY, LLC	Delaware
Cole CV Mansfield OH, LLC	Delaware
Cole CV Middletown NY LLC	Delaware
Cole CV North Wilkesboro NC, LLC	Delaware
Cole CV Poplar Bluff MO, LLC	Delaware
Cole CV Salem NH, LLC	Delaware
Cole CV San Antonio TX, LLC	Delaware
Cole CV Sand Springs OK, LLC	Delaware
Cole CV Santa Fe NM LLC	Delaware
Cole CV Sedalia MO, LLC	Delaware
Cole CV St. John MO, LLC	Delaware
Cole CV Temple Hills MD, LLC	Delaware
Cole CV Vineland NJ LLC	Delaware
Cole CV Waynesboro VA, LLC	Delaware
Cole CV West Monroe LA, LLC	Delaware
Cole CV Wisconsin Rapids WI, LLC	Delaware
Cole CW Fort Myers FL, LLC	Delaware
Cole DET Evergreen IL, LLC	Delaware
Cole DG Akron OH, LLC	Delaware
Cole DG Columbus OH, LLC	Delaware
Cole DG Independence (23rd St.) MO, LLC	Delaware
Cole DG St. Louis (Lewis & Clark) MO, LLC	Delaware
Cole DG Weston MO, LLC	Delaware
Cole DK Oklahoma City OK, LLC	Delaware
Cole DU Arlington TX, LLC	Delaware
Cole DU Denton TX, LLC	Delaware
Cole DU Noblesville IN, LLC	Delaware
Cole FD Tatum NM, LLC	Delaware
Cole FE Elko NV, LLC	Delaware
Cole FE Spirit Lake IA, LLC	Delaware
Cole GM Pensacola FL, LLC	Delaware
Cole GP GS Atwater CA, LLC	Delaware
Cole GP LA Riverside CA, LLC	Delaware
Cole GP MT San Jose CA, LLC	Delaware
Entity Name	Jurisdiction of Formation/Incorporation
---	---
Cole GS Atwater CA, LP	Delaware
Cole GS Bixby OK, LLC	Delaware
Cole GS Conway AR, LLC	Delaware
Cole GS Heber City UT, LLC	Delaware
Cole GS Indianapolis IN, LLC	Delaware
Cole GS Juneau AK, LLC	Delaware
Cole GS Lawrence KS, LLC	Delaware
Cole GS Oglesby IL, LLC	Delaware
Cole GS Omaha NE, LLC	Delaware
Cole GS Plainfield IL, LLC	Delaware
Cole GS Russellville AR, LLC	Delaware
Cole GS Spring Grove IL, LLC	Delaware
Cole GS Wood Dale IL, LLC	Delaware
Cole HD North Canton OH, LLC	Delaware
Cole HE Albuquerque NM, LLC	Delaware
Cole HE Fort Myers FL, LLC	Delaware
Cole HE Suwanee GA, LLC	Delaware
Cole HL Cadillac MI, LLC	Delaware
Cole HL Lewisville TX, LLC	Delaware
Cole HL Sedalia MO, LLC	Delaware
Cole HL Watertown SD, LLC	Delaware
Cole HL Willmar MN, LLC	Delaware
Cole HV Midland TX, LLC	Delaware
Cole ID Columbus WI, LLC	Delaware
Cole ID East Liberty OH, LLC	Delaware
Cole ID University Park IL, LLC	Delaware
Cole ID West Bend WI, LLC	Delaware
Cole JO Roseville MI, LLC	Delaware
Cole JP Hanover Township NJ, LLC	Delaware
Cole JV Loganville GA, LLC	Delaware
Cole KG Cedar Rapids IA, LLC	Delaware
Cole LA Bloomfield Hills MI, LLC	Delaware
Cole LA Garland TX, LLC	Delaware
Cole LA Houston TX, LLC	Delaware
Cole LA Riverside CA, LP	Delaware
Cole LA Rock Hill SC, LLC	Delaware
Cole LO Adrian MI, LLC	Delaware
Cole LO Cincinnati (Ridge) OH, LLC	Delaware
Cole LO Columbia (7441 Two Notch) SC, LLC	Delaware
Cole LO Fremont OH, LLC	Delaware
Cole LO North Dartmouth MA, LLC	Delaware
Cole LO Oxford AL, LLC	Delaware
Cole LO Tuscaloosa AL, LLC	Delaware
Cole LO Zanesville OH, LLC	Delaware
Cole LR Lancaster TX, LLC	Delaware
Cole LR Sanford FL, LLC	Delaware
Entity Name	Jurisdiction of Formation/Incorporation
---	---
Cole LR Troy OH, LLC	Delaware
Cole MC Portfolio II, LLC	Delaware
Cole MF Danville VA, LLC	Delaware
Cole MF Gadsden AL, LLC	Delaware
Cole MF Phoenix AZ, LLC	Delaware
Cole MT Albany GA, LLC	Delaware
Cole MT Albuquerque (San Mateo) NM, LLC	Delaware
Cole MT Albuquerque NM, LLC	Delaware
Cole MT Algonac MI, LLC	Delaware
Cole MT Allen Park MI, LLC	Delaware
Cole MT Beavercreek OH, LLC	Delaware
Cole MT Brookfield WI, LLC	Delaware
Cole MT Brooklyn NY, LLC	Delaware
Cole MT Clarksville IN, LLC	Delaware
Cole MT Columbia SC, LLC	Delaware
Cole MT Columbus OH, LLC	Delaware
Cole MT Coventry RI, LLC	Delaware
Cole MT Darien IL, LLC	Delaware
Cole MT Decatur AL, LLC	Delaware
Cole MT Derby KS, LLC	Delaware
Cole MT Duncan SC, LLC	Delaware
Cole MT Evergreen Park IL, LLC	Delaware
Cole MT Gainesville (Dawsonville) GA, LLC	Delaware
Cole MT Jacksonville NC, LLC	Delaware
Cole MT Lafayette LA, LLC	Delaware
Cole MT Loganville GA (JV), LLC	Delaware
Cole MT Loudon TN, LLC	Delaware
Cole MT Marietta GA, LLC	Delaware
Cole MT Marion IN, LLC	Delaware
Cole MT Mobile AL, LLC	Delaware
Cole MT Newburgh NY, LLC	Delaware
Cole MT Pawtucket RI, LLC	Delaware
Cole MT Plover WI, LLC	Delaware
Cole MT Rapid City SD (I) Manager, LLC	Delaware
Cole MT Rapid City SD (I), LLC	Delaware
Cole MT Rapid City SD (II), LLC	Delaware
Cole MT Reynoldsburg OH, LLC	Delaware
Cole MT Riverview FL, LLC	Delaware
Cole MT Rocky Mount NC, LLC	Delaware
Cole MT Salisbury (Wallace Commons II) NC, LLC	Delaware
Cole MT Salisbury NC, LLC	Delaware
Cole MT San Antonio (Highway 151) TX, LLC	Delaware
Cole MT San Jose CA, LP	Delaware
Cole MT Schaumburg IL, LLC	Delaware
Cole MT Statesville NC, LLC	Delaware
Cole MT Waxahachie TX, LLC	Delaware
Entity Name	Jurisdiction of Formation/Incorporation
---	---
Cole MT Williamsburg VA, LLC	Delaware
Cole NB Cedar Hill TX, LLC	Delaware
Cole NB Montgomery IL, LLC	Delaware
Cole NG Idaho Falls ID, LLC	Delaware
Cole NG Prescott AZ, LLC	Delaware
Cole NR Tampa FL, LLC	Delaware
Cole OFC Hamilton NJ, LLC	Delaware
Cole OFC Lexington KY, LLC	Delaware
Cole OFC Tempe (7419 S Roosevelt) AZ, LLC	Delaware
Cole OFC Tempe AZ, LLC	Delaware
Cole OFC Troy MI, LLC	Delaware
Cole OFC West Chester OH, LLC	Delaware
Cole Operating Partnership V, LP	Delaware
Cole OR Fayetteville NC, LLC	Delaware
Cole PG Fayetteville AR, LLC	Delaware
Cole PM Wilkesboro NC, LLC	Delaware
Cole PS Milwaukee WI, LLC	Delaware
Cole PS Sheboygan WI, LLC	Delaware
Cole PS Waterford WI, LLC	Delaware
Cole PS Waupaca WI, LLC	Delaware
Cole SN Canton OH, LLC	Delaware
Cole SU Lake Worth FL, LLC	Delaware
Cole SU Palm Beach Gardens FL, LLC	Delaware
Cole SU Palm City FL, LLC	Delaware
Cole SU Sebastian FL, LLC	Delaware
Cole SU Titusville FL, LLC	Delaware
Cole SX Simpsonville SC, LLC	Delaware
Cole TJ Danville IL, LLC	Delaware
Cole TR Asheville NC, LLC	Delaware
Cole TR Columbia SC, LLC	Delaware
Cole TR Wilmington NC, LLC	Delaware
Cole TS Ashland VA, LLC	Delaware
Cole TS Augusta KS, LLC	Delaware
Cole TS Cambridge MN, LLC	Delaware
Cole TS Canon City CO, LLC	Delaware
Cole TS Carlyle IL, LLC	Delaware
Cole TS Logan WV, LLC	Delaware
Cole TS Lumberton NC, LLC	Delaware
Cole TS Marion IN, LLC	Delaware
Cole TS Monticello FL, LLC	Delaware
Cole TS Shelbyville IL, LLC	Delaware
Cole TS South Hill VA, LLC	Delaware
Cole TS Weaverville NC, LLC	Delaware
Cole TS Woodward OK, LLC	Delaware
Entity Name	Jurisdiction of Formation/Incorporation
---	---
Cole WG Austintown OH, LLC	Delaware
Cole WG Connelly Springs NC, LLC	Delaware
Cole WG Danville VA, LLC	Delaware
Cole WG Dearborn Heights MI, LLC	Delaware
Cole WG Fort Madison IA, LLC	Delaware
Cole WG Huntsville AL, LLC	Delaware
Cole WG Kannapolis NC, LLC	Delaware
Cole WG Las Vegas NV, LLC	Delaware
Cole WG Lawton OK, LLC	Delaware
Cole WG Lubbock (82nd) TX, LLC	Delaware
Cole WG Lubbock (Indiana) TX, LLC	Delaware
Cole WG Reidsville NC, LLC	Delaware
Cole WG Springfield IL, LLC	Delaware
Cole WG Suffolk VA, LLC	Delaware
Cole WM Perry GA, LLC	Delaware
Cole WM Randallstown MD, LLC	Delaware
Cole WM Tallahassee FL, LLC	Delaware
Cole WM York SC, LLC	Delaware
CRI (Daily NAV), LLC	Delaware
CRI CCIT III, LLC	Delaware
CRI REIT IV, LLC	Delaware
CRI REIT V, LLC	Delaware
Cypress Merger Sub, LLC	Maryland
GRD Ft. Wayne (Coldwater) IN BioLife Holdings, LLC	Delaware
GRD Moorhead MN BioLife Holdings, LLC	Delaware
Innovation Pointe III, LLC	Delaware
Madison East Store, LLC	Delaware
OFC Mason OH, LLC	Delaware
Stringtown South, LLC	Delaware
Thor II Merger Sub, LLC	Maryland
Thor III Merger Sub, LLC	Maryland
Thor V Merger Sub, LLC	Maryland
VEREIT AA Hampton VA, LLC	Delaware
VEREIT AA Mattoon IL, LLC	Delaware
VEREIT BioLife Portfolio Member, LLC	Delaware
VEREIT CL Houston TX, LLC	Delaware
VEREIT CL San Antonio TX, LLC	Delaware
VEREIT CL Venice FL, LLC	Delaware
VEREIT DG Erie IL, LLC	Delaware
VEREIT DG Glasford IL, LLC	Delaware
VEREIT DG New Richland MN, LLC	Delaware
VEREIT DG Pine River MN, LLC	Delaware
VEREIT DG Starbuck MN, LLC	Delaware
VEREIT DG Trimble MO, LLC	Delaware
Entity Name	Jurisdiction of Formation/Incorporation
---	---
VEREIT DG Wheaton MN, LLC	Delaware
VEREIT DG Winthrop MN, LLC	Delaware
VEREIT GS Northville MI, LLC	Delaware
VEREIT GS Worthington, OH LLC	Delaware
VEREIT GS Ypsilanti MI, LLC	Delaware
VEREIT HD Lincoln NE, LLC	Delaware
VEREIT ID Windom MN, LLC	Delaware
VEREIT KO Eagan MN, LLC	Delaware
VEREIT KO Easton MD, LLC	Delaware
VEREIT LA New Lenox IL, LLC	Delaware
VEREIT LA Pawtucket RI, LLC	Delaware
VEREIT LO Hermitage PA, LLC	Delaware
VEREIT MC Hudson FL, LLC	Delaware
VEREIT MC Spring Hill FL, LLC	Delaware
VEREIT MF Appleton WI, LLC	Delaware
VEREIT MR Wilkesboro NC, LLC	Delaware
VEREIT MT Ashland KY, LLC	Delaware
VEREIT MT Ashtabula OH, LLC	Delaware
VEREIT MT Elyria OH, LLC	Delaware
VEREIT MT Grove City OH, LLC	Delaware
VEREIT MT Lady Lake FL, LLC	Delaware
VEREIT MT Oshkosh WI, LLC	Delaware
VEREIT MT Owensboro KY, LLC	Delaware
VEREIT MT Plainfield IL, LLC	Delaware
VEREIT MT Raleigh (Sumner) NC, LLC	Delaware
VEREIT MT Salisbury MD, LLC	Delaware
VEREIT MT Sturbridge MA, LLC	Delaware
VEREIT MT Summerville SC, LLC	Delaware
VEREIT OFC Milford OH, LLC	Delaware
VEREIT OFC Mount Laurel NJ, LLC	Delaware
VEREIT OFC Rogers AR, LLC	Delaware
VEREIT OR Clayton GA, LLC	Delaware
VEREIT OR Decatur GA, LLC	Delaware
VEREIT OR Flowood MS, LLC	Delaware
VEREIT PM Lexington NC, LLC	Delaware
VEREIT SC Timonium MD, LLC	Delaware
VEREIT SH Cherokee IA, LLC	Delaware
VEREIT SH Cokato MN, LLC	Delaware
VEREIT SW Pigeon Forge TN, LLC	Delaware
VEREIT WM Anderson SC, LLC	Delaware
VEREIT WM Florence SC, LLC	Delaware
VEREIT/GRD BioLife Acquisition Company, LLC	Delaware
VEREIT/GRD BioLife Portfolio, LLC	Delaware

Document

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-212832 on Form S-3 of our report dated March 28, 2024, relating to the financial statements of CIM Real Estate Finance Trust, Inc. appearing in this Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ Deloitte & Touche LLP

Tempe, Arizona

March 28, 2024

Document

Exhibit 31.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Richard S. Ressler, certify that:

1.I have reviewed this Annual Report on Form 10-K of CIM Real Estate Finance Trust, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 28, 2024	/s/ RICHARD S. RESSLER
		Name:	Richard S. Ressler
		Title:	Chief Executive Officer, President and Chairman of the Board of Directors<br>(Principal Executive Officer)

Document

Exhibit 31.2

CERTIFICATIONS OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Nathan D. DeBacker, certify that:

1.I have reviewed this Annual Report on Form 10-K of CIM Real Estate Finance Trust, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	March 28, 2024	/s/ Nathan D. DeBacker
		Name:	Nathan D. DeBacker
		Title:	Chief Financial Officer, Principal Accounting Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)

Document

Exhibit 32.1

CERTIFICATIONS OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C §1350)

Each of the undersigned officers of CIM Real Estate Finance Trust, Inc. (the “Company”) hereby certifies, for purposes of Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

(i)the accompanying Annual Report on Form 10-K of the Company for the year ended December 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and

(ii)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

		/s/ RICHARD S. RESSLER
		Name:	Richard S. Ressler
		Title:	Chief Executive Officer, President and Chairman of the Board of Directors<br>(Principal Executive Officer)
		/s/ NATHAN D. DEBACKER
		Name:	Nathan D. DeBacker
Date:	March 28, 2024	Title:	Chief Financial Officer, Principal Accounting Officer and Treasurer<br>(Principal Financial Officer and Principal Accounting Officer)

The foregoing certification is being furnished with the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 pursuant to 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and it is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except to the extent the Company specifically incorporates this certification by reference.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.