AMENDMENT NO. 5 TO GUARANTEE AGREEMENT
AMENDMENT NO. 5 TO GUARANTEE AGREEMENT, dated as of January 30, 2026 (this “Amendment”), by and between CLAROS MORTGAGE TRUST, INC., a Maryland corporation (“Guarantor”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (“Buyer”). 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 WF Finance LLC, a Delaware limited liability company (“Seller”), and Buyer are parties to that certain Master Repurchase and Securities Contract, dated as of September 29, 2021, as the same has been and may be further amended, restated, supplemented, or otherwise modified and in effect from time to time, (the “Repurchase Agreement”);
WHEREAS, in connection with the Repurchase Agreement, Guarantor entered into that certain Guarantee Agreement, dated as of September 29, 2021, in favor of Buyer, as amended by that certain Amendment No. 1 to Guarantee Agreement, dated as of May 19, 2023, as further amended by that certain Amendment No. 2 to Guarantee Agreement, dated as of January 19, 2024, as further amended by that certain Amendment No. 3 to Guarantee Agreement, dated as of July 30, 2024, and as further amended by that certain Amendment No. 4 to Guarantee Agreement, dated as of January 31, 2025, as the same has been and may be further amended, restated, supplemented, or otherwise modified and in effect from time to time, (the “Guarantee Agreement”);
WHEREAS, Buyer 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, Buyer and Guarantor hereby agree as follows:
“CMTG Term Loan Credit Agreement”: 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.
“Fifth Amendment Effective Date”: January 30, 2026.