such
state, without regard to the choice of law principles that might otherwise
apply, shall govern the validity, construction, enforcement and interpretation
of this Amendment.
11.
Parties. This Amendment binds and inures to
Borrower, CIM Urban REIT and the Credit Parties and their respective successors
and permitted assigns.
12.
Release. EACH LOAN PARTY HEREBY ACKNOWLEDGES
THAT, AS OF THE DATE HEREOF, THE OBLIGATIONS HEREUNDER AND UNDER THE OTHER LOAN
DOCUMENTS ARE ABSOLUTE AND UNCONDITIONAL WITHOUT ANY RIGHT OF RESCISSION,
SETOFF, COUNTERCLAIM, DEFENSE, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY
KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY
PART OF ITS LIABILITY TO REPAY SUCH OBLIGATIONS OR TO SEEK AFFIRMATIVE RELIEF OR
DAMAGES OF ANY KIND OR NATURE FROM LENDER. EACH LOAN PARTY HEREBY VOLUNTARILY
AND KNOWINGLY RELEASES AND FOREVER DISCHARGES EACH CREDIT PARTY, AND EACH CREDIT
PARTY'S PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS, AND ASSIGNS (COLLECTIVELY,
THE "RELEASED PARTIES"), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF
ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER ARISING FROM OR
UNDER THE LOAN DOCUMENTS, AND THE TRANSACTION EVIDENCED THEREBY, WHETHER KNOWN
OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED,
CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN
PART ON OR BEFORE THE DATE HEREOF WHICH ANY LOAN PARTY MAY NOW OR HEREAFTER HAVE
AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH
CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING,
RESERVING, COLLECTING, OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL
RATE APPLICABLE.
13.
ENTIRETIES. THE CREDIT AGREEMENT AS AMENDED BY
THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE
SUBJECT MATTER OF THE CREDIT AGREEMENT AS AMENDED BY THIS AMENDMENT AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
[Remainder of Page Intentionally Left Blank; Signature Pages Follow]
7
EXECUTED as of the date first stated above.
BORROWER:
CIM URBAN PARTNERS, L.P., a Delaware limited partnership
By:
CIM URBAN PARTNERS GP, LLC, a California limited liability company, its General
Partner
By:
/s/ David Thompson
Name: David Thompson
Title: Vice President and CFO
CIM URBAN REIT:
CIM URBAN REIT, LLC, a Delaware limited liability company
By:
/s/ David Thompson
Name: David Thompson
Title: Vice President and CFO
Signature Page to CIM Urban Partners, L.P.
First Amendment to Credit Agreement
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender, and L/C
Issuer, and a Lender
By:
/s/ Julia Eiterman
Name:
Julia Eiterman
Title:
VP
Signature Page to CIM Urban Partners, L.P.
First Amendment to Credit Agreement
JPMORGAN CHASE BANK, N.A., as a Lender
By:
/s/ Mark A. Muller
Name:
Mark A. Muller
Title:
Authorized Officer
Signature Page to CIM Urban Partners, L.P.
First Amendment to Credit Agreement
COMERICA BANK, as a Lender
By:
/s/ Stephen Leskovsky
Name:
Stephen Leskovsky
Title:
Vice