AMENDMENT NO. 6 TO GUARANTEE AGREEMENT
AMENDMENT NO. 6 TO GUARANTEE AGREEMENT, dated as of January 30, 2026 (this “Amendment”), by and between CLAROS MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”) and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, a national banking association (“Senior Participant”). Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Guarantee Agreement (as defined below).
RECITALS
WHEREAS, CMTG JPM TERM FUNDING LLC, a Delaware limited liability company (“Seller”), CMTG JPM TERM HOLDCO LLC, a Delaware limited liability company (“Junior Participant”), SITUS ASSET MANAGEMENT, LLC, a Delaware limited liability company (“Administrator”), and Senior Participant are parties to that certain Master Participation and Administration Agreement, dated as of November 4, 2022 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Participation Agreement”);
WHEREAS, in connection with the Participation Agreement, Guarantor entered into that certain Guarantee Agreement, dated as of November 4, 2022, in favor of Senior Participant, as amended by Amendment No. 1 to Guarantee Agreement, dated as of March 29, 2023, as amended by Amendment No. 2 to Guarantee Agreement, dated as of December 28, 2023, as amended by Amendment No. 3 to Guarantee Agreement, dated as of January 1, 2024, as amended by Amendment No. 4 to Guarantee Agreement, dated as of January 28, 2024, as amended by Amendment No. 5 to Guarantee Agreement, dated as of February 11, 2025, as amended hereby, and as may be further amended, restated, supplemented, or otherwise modified and in effect from time to time (the “Guarantee Agreement”); and
WHEREAS, Senior Participant and Guarantor have agreed, subject to the terms and conditions hereof, that the Guarantee Agreement shall be amended as set forth in this Amendment.
NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Senior Participant and Guarantor each agree as follows:
“CMTG Term Loan Credit Agreement” shall mean that certain Term Loan Credit Agreement, dated as of January 30, 2026, among Guarantor, as the borrower, the lenders party thereto, and HPS Investment Partners, LLC, as administrative agent, as amended, restated, supplemented, or otherwise modified from time to time.
“Sixth Amendment Effective Date” shall mean January 30, 2026.