[Signature page to Second Amendment]
Exhibit 10.7.2
Execution Version
SECOND
AMENDMENT TO
REVOLVING
CREDIT
AGREEMENT
This Second Amendment to Revolving Credit Agreement (this
Amendment”), is made as of January 27, 2023, by and among CIM GROUP
MANAGEMENT, LLC, a Delaware limited liability company (“Borrower”),
COMERICA BANK (“Comerica”), as the Additional Lender (as defined
below), and CITY NATIONAL BANK, as administrative agent for the
Lenders (in such capacity, the “Agent”) and as the Swing Line Lender.
Factual Background
A.Pursuant to that certain Revolving Credit Agreement, dated as of
December 30, 2022 (as amended by that certain First Amendment to Revolving
Credit Agreement, dated as of January 24, 2023, and as further amended, restated,
amended and restated, supplemented or otherwise modified from time to time
through the date hereof, the “Credit Agreement”), by and among Borrower, the
financial institutions from time to time party thereto as lenders (collectively, the
Lenders”) and the Agent, the Lenders agreed to provide an unsecured revolving
credit facility (the “Facility”) available to Borrower. Capitalized terms used
herein without definition have the meanings ascribed to them in the Credit
Agreement.
B.Borrower has requested that (a) the Revolving Credit Aggregate
Commitment be increased by $25,000,000.00 (the New Revolving Credit
Commitment”), to a total of
$175,000,000.00, and (b) certain modifications be made to the Credit Agreement
as forth herein.
C.Comerica, as a new Lender under the Credit Agreement (in
such capacity, the “Additional Lender”), is willing to provide the New
Revolving Credit Commitment, and the Agent and Swing Line Lender are
willing to make such other modifications to the Credit Agreement, on the
terms and subject to the conditions more particularly set forth herein.
Agreement
Therefore, Borrower, the Agent and the Lenders agree as follows:
1.Recitals. The recitals set forth above in the Factual Background
are true, accurate and correct.
[Signature page to Second Amendment]
2.New Revolving Credit Commitment.
(a)Joinder and Assumption by Comerica Bank.
(i)Joinder and Assumption. Effective as of the
Second Amendment Effective Date (as defined below), Comerica (i) shall be
deemed automatically to have become a party to the Credit Agreement and the
other Loan Documents as a “Lender” thereunder, to have assumed all of the
obligations of a “Lender” thereunder to the extent of Comerica’s interest therein
as described in this Amendment, and to have all the rights and obligations of a
Lender party to the Credit Agreement and the other Loan Documents, as if it
were an original signatory thereto to the extent of Comerica’s interest therein
as described in this Amendment; and (ii) agrees to be bound
1
by the terms and conditions set forth in the Credit Agreement and the other
Loan Documents as if it were an original signatory thereto.
(ii)New Revolving Credit Commitment. Without
limiting the generality of clause (i) above, Comerica severally and for itself alone
agrees to make Advances of the Revolving Credit in Dollars to Borrower from
time to time on any Business Day during the period from the Second Amendment
Effective Date until (but excluding) the Maturity Date in an aggregate amount not
to exceed at any one time outstanding Comerica’s Revolving Credit Percentage of
the Revolving Credit Aggregate Commitment (as increased hereby).
(iii)Representations and Warranties by Comerica.
Comerica hereby confirms that it has received a copy of the Credit Agreement and
the exhibits and schedules referred to therein, and all other Loan Documents
which it considers necessary, together with copies of the other documents which
were required to be delivered under the Credit Agreement as a condition to the
making of loans thereunder. Comerica acknowledges and agrees that it: (a) has
made and will continue to make such inquiries and has taken and will take such
care on its own behalf as would have been the case had its Percentage been
granted and its loans been made directly by Comerica to Borrower without the
intervention of the Agent or any other Lender; and
(b)has made and will continue to make, independently and without reliance upon
the Agent or any other Lender, and based on such documents and information as it
has deemed appropriate, its own credit analysis and decisions relating to the Credit
Agreement. Comerica further acknowledges and agrees that neither the Agent nor
any other Lender has made any representations or warranties about the
creditworthiness of Borrower or any other party to the Credit Agreement or any
other of the Loan Documents, or with respect to the legality, validity, sufficiency
or enforceability of the Credit Agreement or any other of the Loan Documents.
(b)  Acknowledgment of the New Revolving Credit
Commitment. Each of the undersigned hereby (i) acknowledges and agrees
that the New Revolving Credit Commitment provided by Comerica pursuant
to this Amendment is one of the Revolving Credit Commitments
contemplated by the Credit Agreement and that, following the Second
[Signature page to Second Amendment]
Amendment Effective Date and the consummation of the transactions
contemplated hereby, the amount of the “Revolving Credit Aggregate
Commitment” shall be $175,000,000.00, subject to reduction or termination
under Section 2.10 of the Credit Agreement and (ii) acknowledges and agrees
that (A) Borrower has directed Agent to offer the New Revolving Credit
Commitment to Comerica and (B) Comerica has agreed to provide the New
Revolving Credit Commitment and will be a Revolving Credit Lender under
the Credit Agreement and the other Loan Documents from and after the
Second Amendment Effective Date.
3.Modifications to Credit Agreement.
(a)Amendment to Credit Agreement. The Credit
Agreement is hereby amended as follows:
(i)Section 1.1 of the Credit Agreement is
hereby amended by amending and restating each of the following
defined terms as follows:
““First Amendment Effective Date” has the meaning set forth
in the First Amendment, which date was, for the avoidance of doubt,
January 24, 2023.”
““Revolving Credit Aggregate Commitment means, as of the
Second Amendment Effective Date, One Hundred Seventy-Five
Million Dollars ($175,000,000.00), as adjusted from time to time in
accordance with the terms hereof.”
““Swing Line Maximum Amount means, as of the Second
Amendment Effective Date, Sixty-Five Million Six Hundred Twenty-
Five Thousand Dollars ($65,625,000), as adjusted from time to time in
accordance with the terms hereof.”
(ii)Section 1.1 of the Credit Agreement is hereby
amended by adding the following defined terms in appropriate
alphabetical order as follows:
““Second Amendment” means that certain Second Amendment
to Revolving Credit Agreement, dated as of the Second Amendment
Effective Date, by and among Borrower, the Additional Lender party
thereto and the Agent.”
““Second Amendment Effective Date” has the meaning set
forth in the Second Amendment, which date was, for the avoidance of
doubt, January 27, 2023.”
(iii)Section 2.13(a) of the Credit Agreement is
hereby amended by deleting the reference to “First Amendment
Effective Date, $50,000,00” and inserting in lieu thereof the following:
“Second Amendment Effective Date, $25,000,000”.
(b)Annex III. Annex III of the Credit Agreement is hereby
amended and restated in its entirety as set forth in Exhibit A attached hereto.
[Signature page to Second Amendment]
(c)Definition of Credit Agreement. Except as provided in this
Amendment, all references in the Credit Agreement and in the other Loan
Documents to the Credit Agreement shall mean the Credit Agreement as amended
by this Amendment (the Credit Agreement, as amended hereby, the “Amended
Credit Agreement”).
(d)No Other Modifications. Except as expressly set forth
in this Amendment, the Credit Agreement and the other Loan Documents
shall be and remain unmodified and in full force and effect.
4.Conditions Precedent. This Amendment shall become effective on
and as of the first date on which all of the following conditions shall have been
satisfied (or waived by the Agent and the Lenders in their sole discretion, as
evidenced by the release of their respective signature pages hereto):
(a)The Agent shall have received counterparts of this
Amendment (including the Consent of Guarantors attached hereto) duly
executed by each party hereto.
(b)The Agent shall have received (A) customary legal
opinions addressed to the Lenders, board resolutions and officers’ certificates
consistent with those delivered on the Closing Date and (B) such other documents
as may be reasonably requested by the Agent.
(c)No Default or Event of Default exists or will exist on the
Second Amendment Effective Date immediately before and immediately after
giving effect to effectiveness of this Amendment and the transactions
contemplated hereby, including provision of the New Revolving Credit
Commitment.
(d)Each of the representations and warranties made by the
Loan Parties in the Amended Credit Agreement and in each of the other Loan
Documents shall be true and correct in all material respects as of the Second
Amendment Effective Date as if made on and as of such date (other than any
representation or warranty that expressly speaks as of a different date, in
which case such representation and warranty shall be true and correct in all
material respects as of such different date); provided that any such
representations and warranties which are qualified by materiality, Material
Adverse Effect or similar language shall be true and correct in all respects.
(e)Since the Closing Date, nothing has occurred which has
had, or could reasonably be expected to have, a Material Adverse Effect .
(f)Borrower shall have paid all fees that are due and payable
to the Lead Arrangers and the Additional Lender pursuant to the Fee Letter.
(g)The Agent shall have received reimbursement, in
immediately available funds, of all actual, out-of-pocket costs and expenses
incurred by the Agent and for which an invoice has been submitted in
connection with this Amendment, including the legal fees, charges and
expenses of the Agent’s counsel.
[Signature page to Second Amendment]
Except as set forth in any closing condition letter between Borrower and the
Agent, by releasing its signature page to this Amendment the Agent and each
Lender shall be deemed to have consented to, approved or accepted as
satisfactory each document or other matter required by this Section 4 to be
consented to, approved or accepted as satisfactory by the Agent or such
Lender, as the case may be.
5.Representations and Warranties. Each of Borrower and, by its
execution of the Consent of Guarantor attached hereto, each of the other Loan
Parties, represents and warrants that each of the representations and warranties
made by the Loan Parties in the Amended Credit Agreement and in each of the
other Loan Documents is true and correct in all material respects as of the
Second Amendment Effective Date as if made on and as of such date (other
than any representation or warranty that expressly speaks as of a different
date, in which case such representation and warranty is true and correct in all
material respects as of such different date); provided that any such
representations and warranties which are qualified by materiality, Material
Adverse Effect or similar language shall be true and correct in all respects.
6.Reimbursement of Expenses. Without duplication of any
amounts paid pursuant to Section 4(g) of this Amendment, Borrower shall pay
or reimburse the Agent for all actual, out-of-pocket costs and expenses
incurred by the Agent in connection with this Amendment, including the legal
fees, charges and expenses of the Agent’s counsel in accordance with Section
11.5 of the Credit Agreement.
7.Integration. The Loan Documents, including this Amendment:
(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 between the terms, conditions and provisions of this
Amendment and those of any other agreement or instrument in effect as of the
date of this Amendment, including any of the other Loan Documents, the
terms, conditions and provisions of this Amendment shall prevail.
8.Severability. In case any provision in or obligation hereunder
or under any other Loan Document 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.
[Signature page to Second Amendment]
9.Designation as Loan Document. This Amendment shall
constitute a Commitment Increase Amendment and a Loan Document under
the Amended Credit Agreement.
10.Miscellaneous. This Amendment 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 Amendment 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 Amendment shall be governed by the laws
of the State of New York, without regard to the choice of law rules of that
State that would require application of the laws of any other jurisdiction. As
used here, the word “include(s)” means “includes(s), without limitation,” and
the word “including” means “including, but not limited to.”
[Signatures on following page]
[Signature page to Second Amendment]
IN WITNESS WHEREOF, the parties have executed this Amendment as
of the date first set forth above.
Borrower:
CIM GROUP MANAGEMENT,
LLC,
                                                                                By:   /s/ David Thompson                     
Name: David Thompson
Its:Chief Financial Officer
[Signature page to Second Amendment]
Agent:
CITY NATIONAL BANK,
as Agent and the Swing Line Lender
                                      By:   /s/ Stephanie Leimbach                     
Name: Stephanie Leimbach
Title:  Vice President
   
[Signature page to Second Amendment]
Additional Lender:
                                                            COMERICA BANK, as Additional Lender By:
              By:   /s/ Randall Mitchell             
Name: Randall Mitchell
Title: Vice President O
[Signature page to Second Amendment]
CONSENT OF GUARANTORS
The undersigned, having read and understood the foregoing Second
Amendment to Revolving Credit Agreement (the “Second Amendment”),
each hereby (i) consents to all of the terms, conditions and provisions of the
Second Amendment and the transactions contemplated by the Second
Amendment, (ii) agrees that the Second Amendment does not terminate any of
the obligations of the undersigned to Agent under (A) that certain Guaranty
Agreement, dated as of December 30, 2022, executed by the undersigned in
favor of Agent (the “Guaranty”), (iii) reaffirms its obligations under the
Guaranty Agreement in light of the Second Amendment, and
(iv) agrees that its obligations under the Guaranty Agreement are separate and
distinct from those of Borrower with respect to the Facility. Each of the
undersigned, having reread the Guaranty Agreement, and with the advice of
its own counsel, hereby reaffirms and restates all waivers, authorizations,
agreements and understandings set forth in the Guaranty Agreement, as though
set forth in full herein. Capitalized terms used in this consent but not otherwise
defined shall have the meanings ascribed to such terms in the Second
Amendment.
Dated as of January 27, 2023.
[Signatures begin on following page]
[Signature page to Second Amendment]
IN WITNESS WHEREOF, each of the undersigned Guarantors has
executed this Consent of Guarantors as of the date above written.
CIM Capital, LLC,
a Delaware limited liability company
By: CIM Group Management, LLC, a
Delaware limited liability company,
                                                                    By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
CCO Group, LLC,
a Delaware limited liability company
By: CIM Group Management, LLC, a
Delaware limited liability company,
                                                                  By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
[Signature page to Second Amendment]
  CIM Group, L.P.,
a Delaware limited partnership
By: CIM Management, Inc. a California
corporation,
                                                    By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
CIM SMA I Sponsor, LLC.,
a California limited liability company
By: CIM SMA I MLP, LLC,
A Delaware limited liability company, its managing member,
By: CIM Group Management, LLC, a Delaware limited
liability Company, its managing member,
                                        By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
 
[Signature page to Second Amendment]
CIM Atlanta Manager, LLC,
a Delaware limited liability company
By: CIM Group Management, LLC, a
Delaware limited liability company,
                                                                    By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
CIM Service Provider, LLC,
a Delaware limited liability company
By: CIM Group Management, LLC, a Delaware
limited liability company, its sole equity member By:
                                                      By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
[Signature page to Second Amendment]
CIM Capital SA Management, LLC
a Delaware limited liability company
By: CIM Group Management, LLC,
a Delaware limited liability company,
its sole equity member
            By:   /s/ David Thompson                     
                                      Name: David Thompson
                                          Its: Chief Financial Officer
CIM Urban Income Investments GP, LLC, a
Delaware limited liability company
By: CIM Group Management, LLC, a
Delaware limited liability company,
                                                                  By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
[Signature page to Second Amendment]
S-9th Avenue Co-Investor Manager, LLC,
a Delaware limited liability company
By: S-MWC Co-Investor Manager, LLC,
a Delaware limited liability company, its sole member
                                                                   
By: CIM Group Management, LLC, a Delaware
limited liability company, its sole member
                                                      By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
CIM Capital Controlled Company Management, LLC
a Delaware limited liability company
By: CIM Capital, LLC,
a Delaware limited liability company, its sole equity
member
                                        By: CIM Group Management, LLC,
                                        a Delaware limited liability company,
                                              its sole equity member
                                        By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
[Signature page to Second Amendment]
CIM Capital RE Debt Management, LLC
a Delaware limited liability company
By: CIM Capital, LLC,
a Delaware limited liability company, its sole equity
member
By: CIM Group Management, LLC, a Delaware
limited liability company,its sole equity member
 
                                                      By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
CIM Capital Securities Management, LLC
a Delaware limited liability company
By: CIM Capital, LLC,
a Delaware limited liability company, its sole equity
member
By: CIM Group Management, LLC, a Delaware limited
liability company, its sole equity member
                                          By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
[Signature page to Second Amendment]
CIM Capital Real Property Management, LLC
a Delaware limited liability company
By: CIM Capital, LLC,
a Delaware limited liability company, its
sole equity member
By: CIM Group Management, LLC, a
Delaware limited liability company, its sole
equity member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
CIM Capital IC Management, LLC,
a Delaware limited liability company
By: CIM Group Management, LLC, a
Delaware limited liability company, its sole
equity member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
[Signature page to Second Amendment]
CIM Lending Services, LLC,
a Delaware limited liability company
By: CIM Group Management, LLC, a Delaware
limited liability company, its sole equity member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
L-55 Hawthorne Co-Investor Manager, LLC,
a Delaware limited liability company
By: CIM Group Management, LLC, a Delaware
limited liability company, its sole equity member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
[Signature page to Second Amendment]
H-55 Hawthorne REIT Manager, LLC, a
Delaware limited liability company
By: CIM Group Management, LLC, a
Delaware limited liability company, its sole
equity member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
CIM Controlled Company Management, LLC,
a Delaware limited liability company
By: CIM Group Management, LLC, a Delaware
limited liability company, its sole equity member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
[Signature page to Second Amendment]
CIM RE Debt Management, LLC,
a Delaware limited liability company
By: CIM Group Management, LLC, a
Delaware limited liability company, its sole
equity member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
CIM EPIC II QOF SLP, LLC,
a Delaware limited liability company
By: CIM Group Management, LLC, a
Delaware limited liability company, its sole
equity member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
[Signature page to Second Amendment]
CIM Management, Inc.,
a California corporation
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
H-Turtle Creek Village Co-Investor Manager, LLC,
a Delaware limited liability company
By: CIM Group Management, LLC, a
Delaware limited liability company, its sole
equity member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
[Signature page to Second Amendment]
CMMT SLP, LLC,
a Delaware limited liability company
By: CIM Group Management, LLC, a
Delaware limited liability company, its sole
equity member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
CIM Infrastructure SLP, LLC,
a California limited liability company
By: CIM Group Management,
LLC, a Delaware limited liability
company, its managing member
By:   /s/ David Thompson                     
Name: David Thompson
Its:Chief Financial Officer
[Signature page to Second Amendment]
CIM Infrastructure II SLP, LLC,
a Delaware limited liability company
By: CIM Group Management, LLC, a
Delaware limited liability company, its
managing member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
CIM Infrastructure III SLP, LLC,
a Delaware limited liability company
By: CIM Infrastructure III SLP Holdings, L.P. a Delaware
limited liability company,
its sole equity member
By: CIM Fund SLP GP, LLC,
A Delaware limited liability company, its general
partner
By: CIM Group Management, LLC, a Delaware
limited liability company, its sole equity member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
[Signature page to Second Amendment]
CIM Fund IX SLP, LLC,
a Delaware limited liability company
By: CIM Group Management, LLC,
a Delaware limited liability company,
its managing member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
CIM Opportunity Zone Fund SLP, LLC,
a Delaware limited liability company
By: CIM Group Management,
LLC, a Delaware limited liability
company, its sole equity member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
[Signature page to Second Amendment]
CIM Real Estate Finance Management, LLC,
a Delaware limited liability company
By: CCO Group, LLC,
a Delaware limited liability company, its
sole equity member
By: CIM Group Management, LLC, a
Delaware limited liability company, its
managing member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
CREI Advisors, LLC,
an Arizona limited liability company
By:                                                              
Name: Christina Mayo
                                                                    Title: Manager
[Signature page to Second Amendment]
CIM Real Estate Finance Management, LLC, a
Delaware limited liability company
By: CCO Group, LLC,
a Delaware limited liability company, its
sole equity member
By: CIM Group Management, LLC, a
Delaware limited liability company, its
managing member
By:                                            
Name: David Thompson
Its: Chief Financial Officer
CREI Advisors, LLC,
an Arizona limited liability company
By:   /s/ Christina Mayo                 
Name: Christina Mayo
                                                                                              Title: Manager
[Signature page to Second Amendment]
CIM Income NAV Management, LLC,
a Delaware limited liability company
By: CCO Group, LLC,
a Delaware limited liability company, its
sole equity member
By: CIM Group Management, LLC, a
Delaware limited liability company, its
managing member
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
CIM SBA Staffing, LLC,
a Delaware limited liability company
By: CIM Group, L.P.,
a Delaware limited partnership, its
sole equity member
By: CIM Management, Inc., a California
corporation, its general partner
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
[Signature page to Second Amendment]
246 Spring Street (NY) Manager, LLC,
a Delaware limited liability company
By: CIM Group, L.P., a Delaware limited partnership, its sole
equity member
By: CIM Management, Inc., a California corporation,
its general partner
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
432 Park Management, LLC,
a Delaware limited liability company
By: CIM Group, L.P.,
a Delaware limited partnership, its
sole equity member
By: CIM Management, Inc., a California
corporation, its general partner
By:   /s/ David Thompson                     
Name: David Thompson
Its: Chief Financial Officer
[Signature page to Second Amendment]
CIM Group Hotel, LLC,
a California limited liability company
By: CIM Group, L.P.,
a Delaware limited partnership, its
sole equity member
By: CIM Management, Inc., a
California corporation, its general
partner
By: /s/ David Thompson
Name: David Thompson
Its: Chief Financial Officer
CIM Real Estate Services, LLC,
a Delaware limited liability company
By:
Name: Sara L. Martens
Its: Manager
[Signature page to Second Amendment]
CIM Group Hotel, LLC,
a California limited liability company
By: CIM Group, LP.,
a Delaware limited partnership, its
sole equity member
By: ClM Management, Inc., a
California corporation,
its general partner
By:
Name: David Thompson
Its:Chief Financial Officer
CIM Real Estate Services, LLC,
a Delaware limited liability company
By: _/s/ Sara L. Martens         
Name: Sara L. Martens
Its:Manager
[Signature page to Second Amendment]
CIM NY Management, LLC,
a New York limited liability company
By: CIM Group, L.P,
a Delaware limited partnership,
its sole equity member
By: CIM Management, Inc., a
California corporation,
By: /s/ David Thompson
Name:David Thompson
Its:Chief Financial Officer
CIM TX Management, LLC,
a Delaware limited liability company
By: CIM Group, L.P.,
a Delaware limited partnership,
its managing member
By: CIM Management, Inc., a
California corporation, its
general partner
By: /s/ David Thompson
Name:David Thompson
Its:Chief Financial Officer