MODIFICATION AGREEMENT AND LIMITED CONSENT

Exhibit 10.4

This (this “Agreement”) is made as of December 16, 2021, by and among CIM INCOME NAV OPERATING PARTNERSHIP, LP f/k/a XXXX REAL ESTATE INCOME STRATEGY (DAILY NAV) OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Borrower”), the Lenders party hereto, and JPMORGAN CHASE BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, “Administrative Agent”).

Factual Background

A.Reference is made to that certain Second Amended and Restated Credit Agreement dated as of September 6, 2017, by and among Borrower, the Lenders from time to time party thereto (individually, a “Lender” and collectively, the “Lenders”) (the “Existing Credit Agreement”; the Existing Credit Agreement, as modified hereby and as further amended from time to time in accordance with the terms thereof, the “Amended Credit Agreement”). Capitalized terms used herein without definition have the meanings set forth in the Amended Credit Agreement.

B.Borrower has advised Administrative Agent and the Lenders that CIM Income NAV, Inc., a Maryland corporation formerly known as Xxxx Real Estate Income Strategy (Daily NAV), Inc. (“CIM NAV”), intends to merge with and into Cypress Merger Sub, LLC, a Maryland limited liability company (“Newco”) and wholly-owned subsidiary of CIM Real Estate Finance Trust, Inc., a Maryland corporation, with Newco as the surviving entity (the “Merger Transaction”).

C.The consummation of the Merger Transaction will result in a Change of Control and a merger that is not permitted under the Existing Credit Agreement and, without the prior written consent of Administrative Agent and Required Lenders, an Event of Default under Section 8.01(b) and (k) of the Existing Credit Agreement.

D.Subject to the terms and conditions of this Agreement, Borrower has requested that Administrative Agent and the Lenders consent to the Merger Transaction and agree to modify certain terms and provisions of the Existing Credit Agreement to account for the consummation and effectiveness of the Merger Transaction and as otherwise provided herein.

E.Administrative Agent and the Lenders party hereto (constituting Required Lenders) are willing to grant the requested consent and modifications set forth herein, subject to the terms and conditions set forth herein.

F.In consideration of the premises and the mutual undertakings contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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Therefore, Borrower, Administrative Agent and the Lenders agree as follows:

1.Limited Consent. Subject to the satisfaction of the conditions to effectiveness set forth in Section 3 of this Agreement and in reliance upon the representations and warranties set forth in Section 5 of this Agreement, Administrative Agent and the Lenders party hereto (constituting Required Lenders) hereby consent to the consummation of the Merger Transaction notwithstanding anything to the contrary in Section 7.04 of the Amended Credit Agreement or otherwise. The consent contained in this Section 1 is a limited consent and (a) shall only be relied upon and used for the specific purpose set forth herein, (b) shall not constitute nor be deemed to constitute a waiver, except as otherwise expressly set forth herein, of (i) any Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) or (ii) any term or condition of the Loan Documents, (c) shall not constitute nor be deemed to constitute a consent by Administrative Agent or any Lender to anything other than the specific purpose set forth herein and (d) shall not constitute a custom or course of dealing among the parties hereto.

2.Modification of Existing Credit Agreement. As of the Effective Date (as defined below), the Existing Credit Agreement is hereby amended to be as set forth in the conformed copy of the credit agreement attached hereto as Exhibit A such that, immediately after giving effect to this Agreement, the Amended Credit Agreement will read as set forth in Exhibit A.

3.Conditions Precedent. The effectiveness of this Agreement is subject to the prior or concurrent satisfaction of each of the following conditions (the date of such satisfaction, the “Effective Date”):

(a)Administrative Agent shall have received:

(i)a fully executed copy of this Agreement duly executed by Borrower, Administrative Agent, and the Required Lenders;

(ii)a fully executed copy of the Consent and Reaffirmation attached hereto executed by Newco and each other Guarantor with respect to the Guaranty;

(iii)a certificate of the secretary or assistant secretary (or equivalent officer) of Borrower and Newco dated as of the Effective Date, certifying on behalf of such Person (A) that attached thereto are true, correct and complete copies of (1) the articles or certificate of incorporation or organization (or equivalent document) of such Person certified as of a recent date by the Secretary of State of the state of its organization and (2) the bylaws, operating agreement, or applicable governing document of such Person, (B) that attached thereto is a true, correct and complete copy of a certificate as to the good standing of such Person as of a recent date, from the Secretary of State (or other applicable Governmental Authority) of its jurisdiction of organization, (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors (or board of members or equivalent governing body) of such Person authorizing the execution, delivery and performance of this Agreement and/or the

other Loan Documents to which such person is a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect as of the date of such certificate, and (D) as to the signature and incumbency certificates of its officers executing this Agreement and/or any of the other Loan Documents or any other document delivered in connection herewith on behalf of such Person (together with a certificate of another officer or authorized person as to the incumbency and specimen signature of the officer or authorized person executing the certificate in this clause (iii));

(iv)a Solvency Certificate from Borrower certifying that, after giving effect to the Merger Transaction and the other transactions to occur on the Effective Date, the Consolidated Group, taken as a whole and on a consolidated basis, are Solvent;

(v)a duly completed Compliance Certificate, calculated giving pro forma effect to this Agreement and the transactions related hereto, for the fiscal quarter of the Consolidated Group most recently ended prior to the Effective Date, together with backup documentation acceptable to Administrative Agent;

(vi)a certificate of a Responsible Officer of Borrower dated as of the Effective Date, certifying on behalf of Borrower (A) as to the matters set forth in clauses (b) and (c) below, and (B) that the execution, delivery and performance of this Agreement and the consummation of the Merger Transaction and all other transactions related hereto and thereto will not constitute a default or breach under the terms of any material agreement or instrument listed by CIM NAV as an exhibit to its Form 10-Q report filed with the SEC for the quarter ended September 30, 2021;

(vii)a favorable opinion from counsel to the Loan Parties, addressed to the Administrative Agent and each Lender, as to such matters concerning the Loan Parties and the Loan Documents as the Administrative Agent may reasonably request; and

(viii)a certified copy of the certificate of merger issued by the Department of Assessments and Taxation of the State of Maryland evidencing the Merger Transaction;

(b)subject to the consents and amendments provided herein, no Default or Event of Default shall have occurred and be continuing or shall be caused by the transactions contemplated by this Agreement;

(c)the representations and warranties set forth in Section 5 hereof are true and correct in all material respects as of the date hereof, except to the extent such representation or warranty (i) specifically relates to an earlier date, in which case such representation or warranty is true and correct in all material respects as of such earlier date, or (ii) is qualified by materiality, Material Adverse Effect or words of similar effect, in which case such representation or warranty is true and correct in all respects;

(d)Administrative Agent, on behalf of itself and the Lenders, as applicable, shall have received payment for all fees and expenses required to be paid on or prior to the Effective Date pursuant to this Agreement or any other Loan Document;

(e)(i) At least five (5) days prior to the Effective Date, all documentation and other information regarding Borrower and each other Loan Party requested in connection with applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested in writing of Borrower at least ten (10) days prior to the Effective Date, and (ii) to the extent Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, at least five (5) days prior to the date hereof, any Lender that has requested, in a written notice to Borrower at least ten (10) days prior to the date hereof, a Beneficial Ownership Certification in relation to Borrower shall have received such Beneficial Ownership Certification (provided that, upon the execution and delivery by such Lender of its signature page to this Agreement, the condition set forth in this clause (e)(ii) shall be deemed to be satisfied); and

(f)Administrative Agent shall have received such other certificates, documents and agreements as Administrative Agent or any Lender may reasonably request.

4.Fees, Costs and Expenses.

(a)Borrower hereby agrees to pay to Administrative Agent, for the account of each Lender submitting its duly executed signature page to this Agreement, as fee compensation for consenting to this Agreement, a consent fee (collectively, the “Consent Fee”) in an amount equal to 0.025% of the principal amount of such Lender’s Commitment as of the Effective Date (immediately prior to the occurrence thereof). Such Consent Fee will be earned, due and payable in full on the Effective Date.

(b)Pursuant to Section 10.04(a) of the Credit Agreement, Borrower shall promptly pay to Administrative Agent, in immediately available funds, all reasonable and documented costs and expenses incurred by Administrative Agent in connection with this Agreement, including reasonable and documented legal fees and expenses of Administrative Agent’s counsel.

5.Borrower’s Representations and Warranties. Borrower represents and warrants to Administrative Agent and the Lenders as follows that as of the date hereof and after giving effect to the consents and amendments provided herein:

(a)Loan Documents. All representations and warranties made by the Loan Parties and set forth in the Loan Documents are true and correct in all material respects on the date hereof, except to the extent such representations and warranties (i) specifically refer to an earlier date, in which case they shall be true and correct, in all material respects, as of such earlier date or (ii) are qualified by materiality, Material Adverse Effect or words of similar effect, in which case they shall be true and correct in all respects; provided that, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be

deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01 of the Credit Agreement; .

(b)No Default. No Default or Event of Default has occurred and is continuing.

(c)Authorization. The execution and delivery of this Agreement and the performance of the Loan Documents as modified herein have been duly authorized by all requisite action by or on behalf of Borrower. This Agreement has been duly executed and delivered on behalf of Borrower.

(d)Enforceability. The Loan Documents as modified herein are the legal, valid, and binding obligation of Borrower, enforceable against Borrower in accordance with their terms, subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally and by equitable principles of general application.

(e)Beneficial Ownership Certification. As of the date hereof, to the best knowledge of Borrower, the information included in the Beneficial Ownership Certification provided by Borrower on or prior to the date hereof to any Lender in connection with this Agreement is true and correct in all material respects.

6.Incorporation. This Agreement shall form a part of each Loan Document, and all references to a given Loan Document shall mean that document as hereby modified.

7.No Prejudice; Reservation of Rights. This Agreement shall not prejudice any rights or remedies of Administrative Agent nor any Lender under the Loan Documents. Administrative Agent and the Lenders reserve, without limitation, all rights which it has against any indemnitor, guarantor, or endorser of the Notes.

8.No Impairment. Except as specifically hereby amended, the Loan Documents shall each remain unaffected by this Agreement and all such documents shall remain in full force and effect and are hereby ratified and confirmed in full. The limited consent granted herein shall not create any assumption or expectation that any future consent will be granted by Administrative Agent and the Lenders.

9.Reversal of Payments. If Administrative Agent receives any payments which are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be paid to a trustee, debtor-in-possession, receiver or any other party under any bankruptcy law, common law, equitable cause or otherwise, then, to such extent, the obligations or part thereof intended to be satisfied by such payments or proceeds shall be reversed and continue as if such payments or proceeds had not been received by Administrative Agent.

10.Course of Dealing. Administrative Agent, each Lender and Borrower hereby acknowledge and agree that at no time shall any prior or subsequent course of conduct by Borrower, Administrative Agent or any Lender directly or indirectly limit, impair or otherwise adversely affect any of Administrative Agent’s or any Lender’s rights, interests or remedies in

connection with the Loan and the Loan Documents or obligate Administrative Agent or any Lender to agree to, or to negotiate or consider an agreement to, any waiver of any obligation or default by Borrower under any Loan Document or any amendment to any term or condition of any Loan Document.

11.Integration. The Loan Documents, including this Agreement: (a) integrate all the terms and conditions mentioned in or incidental to the Loan Documents; (b) supersede all oral negotiations and prior and other writings with respect to their subject matter; and (c) are intended by the parties as the final expression of the agreement with respect to the terms and conditions set forth in those documents and as the complete and exclusive statement of the terms agreed to by the parties. If there is any conflict, ambiguities, or inconsistencies between the terms, conditions and provisions of this Agreement and those of any other agreement or instrument, including any of the other Loan Documents, the terms, conditions and provisions of this Agreement shall prevail.

12.Miscellaneous. This Agreement and any attached consents or exhibits requiring signatures may be executed in counterparts, and all counterparts shall constitute but one and the same document. If any court of competent jurisdiction determines any provision of this Agreement or any of the other Loan Documents to be invalid, illegal or unenforceable, that portion shall be deemed severed from the rest, which shall remain in full force and effect as though the invalid, illegal or unenforceable portion had never been a part of the Loan Documents. This Agreement shall be governed by the laws of the State of New York, without regard to the choice of law rules of that State. As used here, the word “include(s)” means “includes(s), without limitation,” and the word “including” means “including, but not limited to.”

THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

[Signatures appear on following page.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


			BORROWER: CIM INCOME NAV OPERATING PARTNERSHIP, LP f/k/a XXXX REAL ESTATE INCOME STRATEGY (DAILY NAV) OPERATING PARTNERSHIP, LP, a Delaware limited partnership By: Cypress Merger Sub, LLC, a Maryland limited liability company By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Vice President, Chief Financial Officer and Treasurer


			ADMINISTRATIVE AGENT: JPMORGAN CHASE BANK, N.A., a national banking association, as Administrative Agent and L/C Issuer By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Authorized Officer


			LENDERS: JPMORGAN CHASE BANK, N.A., a national banking association, as a Lender By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Authorized Officer


			U.S. BANK NATIONAL ASSOCIATION, a national banking association, as a Lender and L/C Issuer By:/s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: SVP


			CAPITAL ONE, NATIONAL ASSOCIATION, a national banking association, as a Lender and L/C Issuer By: /s/ Xxxxxxxxx Xxxxxxx Name: Xxxxxxxxx Xxxxxxx Title: Senior Vice President


			THE HUNTINGTON NATIONAL BANK, as a Lender By:/s/ Xxxx X. Xxxxxxx Name: Xxxx Xxxxxxx Title: Assistant Vice President


			REGIONS BANK, as a Lender By:/s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Senior Vice President


			COMERICA BANK, as a Lender By:/s/ Xxxxx X. Xxxxxxxxx Name: Xxxxx X. Xxxxxxxxx Title: Vice President


			PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION, as a Lender By: /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Senior Vice President

Consent and Reaffirmation

With respect to the , dated as of December 16, 2021 (the “Agreement”), among CIM INCOME NAV OPERATING PARTNERSHIP, LP f/k/a XXXX REAL ESTATE INCOME STRATEGY (DAILY NAV) OPERATING PARTNERSHIP, LP, a Delaware limited partnership (“Borrower”), the Lenders party thereto, and JPMORGAN CHASE BANK, N.A., a national banking association (“Administrative Agent”) (as Administrative Agent for the Lenders; capitalized terms used herein but not defined herein shall have the meanings ascribed thereto in the Amended Credit Agreement referenced in the Agreement), the undersigned (individually and collectively, “Guarantor”) agrees for the benefit of Lenders as follows:

1.Guarantor acknowledges (i) receiving a copy of and reading the Agreement, (ii) the accuracy of the Factual Background in the Agreement, and (iii) the effectiveness of (A) the Guaranty, and (B) any other agreements, documents, or instruments otherwise relating to the Guaranty to which Guarantor is a party. The Guaranty and such other agreements, documents, and instruments are referred to individually and collectively as the “Guarantor Documents.”

2.Guarantor consents to the modification of the Loan Documents as provided in the Agreement and all other matters in the Agreement.

3.Guarantor agrees that all references, if any, to any Note, the Existing Credit Agreement and the Loan Documents in the Guarantor Documents shall be deemed to refer to such agreements, documents, and instruments as modified pursuant to the Agreement.

4.Guarantor reaffirms the Guarantor Documents and agrees that the Guarantor Documents continue in full force and effect and remain unchanged, except as specifically modified or supplemented by the Merger Transaction and the Agreement.

5.Guarantor agrees that the Guarantor Documents are the legal, valid, and binding obligations of the undersigned, enforceable in accordance with their terms against the undersigned, subject to or limited by bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws relating to or affecting the rights of creditors generally and by equitable principles of general application.

6.Guarantor agrees that, as of the date hereof, Guarantor knows of no claims, counterclaims, defenses, or offsets with respect to the enforcement against Guarantor of the Guarantor Documents.

7.Guarantor represents and warrants that there has been no material adverse change in the financial condition of Guarantors, taken as a whole, from the most recent financial statement received by Administrative Agent.

8.Solely in the case of Cypress Merger Sub, LLC, such Guarantor (a) confirms that, upon consummation the Merger Transaction, it shall succeed, by operation of law, to all of the obligations of CIM Income NAV, Inc., a Maryland corporation formerly known as Xxxx Real Estate Income Strategy (Daily NAV), Inc., under the Guarantor Documents immediately prior to the consummation of the Merger Transaction, and (b) in furtherance of, and without limiting the effect of such provisions of law, Cypress Merger Sub, LLC hereby irrevocably and

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unconditionally confirms and ratifies in all respects all such obligations under the Guarantor Documents and agrees that it shall be bound by the terms and obligations thereunder.

9.Guarantor agrees that this Consent and Reaffirmation of Guarantor may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.

[Signatures Begin on Following Page]

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Delivery of an executed counterpart of a signature page of this Consent and Reaffirmation by facsimile or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Consent and Reaffirmation.

Dated as of: December 16, 2021


GUARANTORS:
CYPRESS MERGER SUB, LLC, a Maryland limited liability company By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Vice President, Chief Financial Officer and Treasurer

[Signatures Continue of the Following Page]

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GUARANTORS CONTINUED:			GUARANTORS CONTINUED:
ARCP AA RAVENSWOOD WV, LLC, ARCP DD AUSTELL GA, LLC ARCP FD CENTREVILLE AL, LLC ARCP FD DANVILLE VA, LLC ARCP XX XXXXXX NC, LLC ARCP XX XXXXXXXX LA, LLC ARCP FD LONDONDERRY OH, LLC ARCP XX XXXX PORTSMOUTH OH, LLC ARCP ID DENTON TX, LLC ARCP MF FAIRVIEW PARK OH, LLC ARCP MT ENID OK, LLC ARCP NT HOOVER AL, LLC ARCP RC AVONDALE AZ, LLC ARCP SY ROANOKE RAPIDS NC, LLC ARCP WE MYSTIC CT, LLC CIM DU WICHITA KS, LLC CIM OFC SCOTTSDALE AZ, LLC XXXX 24 ORLANDO FL, LLC XXXX XX MACOMB TOWNSHIP MI, LLC XXXX XX SEDALIA MO, LLC XXXX XX PORTFOLIO I, LLC XXXX BE PORTFOLIO III, LLC XXXX XX ERIE PA, LLC XXXX XX MANSFIELD OH, LLC XXXX XX WISCONSIN RAPIDS WI, LLC XXXX DU ARLINGTON TX, LLC XXXX XX ELKO NV, LLC XXXX XX SPIRIT LAKE IA, LLC XXXX XX XXXXXXX IL, LLC XXXX XX SPRING GROVE IL, LLC XXXX XX WOOD DALE IL, LLC XXXX HE ALBUQUERQUE NM, LLC XXXX HE FORT XXXXX FL, LLC XXXX HE SUWANEE GA, LLC XXXX XX CADILLAC MI, LLC XXXX XX SEDALIA MO, LLC XXXX XX WATERTOWN SD, LLC XXXX XX WILLMAR MN, LLC XXXX ID EAST LIBERTY OH, LLC XXXX ID UNIVERSITY PARK IL, LLC XXXX ID WEST BEND WI, LLC, each a Delaware limited liability company By: CIM Income NAV Management, LLC, a Delaware limited liability company, its Manager By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Vice President			XXXX XX ROSEVILLE MI, LLC XXXX KG CEDAR RAPIDS IA, LLC XXXX LA ROCK HILL SC, LLC XXXX LO FREMONT OH, LLC XXXX LO NORTH DARTMOUTH MA, LLC XXXX XX GADSDEN AL, LLC XXXX XX PRESCOTT AZ, LLC XXXX OFC XXXXXXXX NJ, LLC XXXX OFC LEXINGTON KY, LLC XXXX OFC TEMPE (0000 X XXXXXXXXX) XX, LLC XXXX OFC TEMPE AZ, LLC XXXX OFC TROY MI, LLC XXXX OFC WEST XXXXXXX OH, LLC XXXX OR FAYETTEVILLE NC, LLC XXXX XX FAYETTEVILLE AR, LLC XXXX XX DANVILLE IL, LLC XXXX XX REIDSVILLE NC, LLC XXXX XX RANDALLSTOWN MD, LLC INNOVATION POINTE III, LLC MADISON EAST STORE, LLC OFC MASON OH, LLC VEREIT CL HOUSTON TX, LLC VEREIT CL SAN ANTONIO TX, LLC VEREIT CL VENICE FL, LLC VEREIT DG ERIE IL, LLC VEREIT XX XXXXXXXX IL, LLC VEREIT DG NEW RICHLAND MN, LLC VEREIT XX XXXX RIVER MN, LLC VEREIT XX XXXXXXXX MN, LLC VEREIT XX XXXXXXX MO, LLC VEREIT XX XXXXXXX MN, LLC VEREIT XX XXXXXXXX MN, LLC VEREIT GS WORTHINGTON OH, LLC VEREIT ID WINDOM MN, LLC VEREIT LA PAWTUCKET RI, LLC VEREIT MC HUDSON FL, LLC VEREIT MC SPRING HILL FL, LLC VEREIT MR WILKESBORO NC, LLC VEREIT MT ELYRIA OH, LLC VEREIT OFC MOUNT LAUREL NJ, LLC VEREIT OR DECATUR GA, LLC VEREIT PM LEXINGTON NC, LLC VEREIT SC TIMONIUM MD, LLCVEREIT SW PIGEON FORGE TN, LLC, each a Delaware limited liability company By: CIM Income NAV Management, LLC, a Delaware limited liability company, its Manager By: /s/ Xxxxxx X. XxXxxxxx Name: Xxxxxx X. XxXxxxxx Title: Vice President

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MODIFICATION AGREEMENT AND LIMITED CONSENT

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