EX-10.6

Exhibit 10.6

ExecutionVersion

CIMGROUPMANAGEMENT,LLC

$50,000,0006.42%SERIESASENIORNOTESDUEAUGUST30,2029

$75,000,0006.50%SERIESBSENIORNOTESDUEAUGUST30,2032

$25,000,0006.75%SERIESCSENIORNOTESDUEAUGUST30,2034

NOTEPURCHASEAGREEMENT

DatedAugust30,2022



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Exhibit 10.6

TABLEOFCONTENTS

Page

SECTION 1.AUTHORIZATION OF NOTES;SUBSIDIARY GUARANTY 6

Section1.1. AuthorizationofNotes 6

Section1.2. SubsidiaryGuaranty 6

SECTION 2.SALE AND PURCHASE OF NOTES 6

SECTION 3.CLOSING 7

SECTION 4.CONDITIONS TO CLOSING 7

Section4.1. RepresentationsandWarranties 7

Section4.2. Performance;NoDefault 7

Section 4.3.Compliance Certificates.7

Section4.4. OpinionsofCounsel 8

Section4.5. PurchasePermittedByApplicableLaw,Etc 8

Section4.6. SaleofOtherNotes 8

Section4.7. PaymentofSpecialCounselFees. 8

Section4.8. PrivatePlacementNumber 8

Section4.9. ChangesinStructure 8

Section4.10. FundingInstructions 8

Section4.11. SubsidiaryGuaranty 9

Section4.12. DebtRating 9

Section4.13. AmendmenttoCreditAgreement 9

Section4.14. ProceedingsandDocuments 9

SECTION 5.REPRESENTATIONS AND WARRANTIES OF THE COMPANY 9

Section5.1. Organization;PowerandAuthority 9

Section5.2. Authorization,Etc 10

Section5.3. Disclosure 10

Section 5.4.Organization and Ownership of Shares of Subsidiaries;Affiliates 10



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Section5.5. FinancialStatements;MaterialLiabilities 11

Section5.6. CompliancewithLaws,OtherInstruments,Etc 11

Section5.7. GovernmentalAuthorizations,Etc 11

TABLE OF CONTENTS

(continued)

Section 5.8.Litigation;Observance of Statutes and Orders.11

Section5.9. Taxes 12

Section5.10. TitletoProperty;Leases 12

Section5.11. Licenses,Permits,Etc 12

Section 5.12.Compliance with Employee Benefit Plans.12

Section5.13. PrivateOfferingbytheCompany 13

Section5.14. UseofProceeds; MarginRegulations 14

Section5.15. ExistingIndebtedness 14

Section 5.16.Foreign Assets Control Regulations,Etc 14

Section5.17. StatusunderCertainStatutes 15

SECTION 6.REPRESENTATIONS OF THE PURCHASERS 15

Section6.1. PurchaseforInvestment 15

Section6.2. SourceofFunds. 16

SECTION 7.INFORMATION AS TO COMPANY 17

Section7.1. FinancialandBusinessInformation 17

Section7.2. Officer’sCertificate 20

Section7.3. Visitation 20

Section7.4. ElectronicDelivery 21

SECTION 8.PAYMENT AND PREPAYMENT OF THE NOTES 22

Section8.1. Maturity 22

Section8.2. OptionalPrepaymentswithMake-WholeAmount 22

Section8.3. AllocationofPartialPrepayments. 22

Section8.4. Maturity;Surrender,Etc 23

Section8.5. PurchaseofNotes 23

Section 8.6.Make-Whole Amount 23

Section 8.7.Change of Control Prepayment 25

Section8.8. PaymentsDueonNon-BusinessDays 26



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Section 8.9.Below Investment Grade Rating Prepayment 26

SECTION 9.AFFIRMATIVE COVENANTS 27

Section9.1. CompliancewithLaws 27

TABLEOFCONTENTS

(continued)

Section9.2. Insurance 27

Section9.3. MaintenanceofProperties 27

Section9.4. PaymentofTaxes 27

Section9.5. Existence,Etc 28

Section9.6. BooksandRecords 28

Section 9.7.Subsidiary Guarantors 28

Section9.8. EligibleRevenues 29

Section9.9. RegisteredInvestmentAdviser 30

Section 9.10.Private Debt Rating 30

Section 9.11.Most Favored Lender 30

SECTION 10.NEGATIVE COVENANTS 31

Section10.1. TransactionswithAffiliates 31

Section10.2. Merger,Consolidation,Etc 32

Section10.3. LineofBusiness 33

Section10.4. EconomicSanctions,Etc 33

Section10.5. Liens 34

Section10.6. SubsidiaryIndebtedness 36

Section10.7. RestrictedPayments 36

Section 10.8.Financial Covenants 37

Section10.9. AmendmentstoEligibleRevenueAgreements 38

Section10.10.SaleofAssets 38

SECTION 11.EVENTS OF DEFAULT 39

SECTION 12.REMEDIES ON DEFAULT,ETC 41

Section 12.1.Acceleration 41

Section12.2. OtherRemedies 42

Section12.3. Rescission 42



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Section12.4. NoWaiversorElectionofRemedies,Expenses,Etc 42

SECTION 13.REGISTRATION;EXCHANGE;SUBSTITUTION OF NOTES 43

Section13.1. RegistrationofNotes 43

TABLEOFCONTENTS

(continued)

Section 13.2. Transfer and Exchange of Notes 43

Section 13.3. Replacement of Notes 43

SECTION 14.PAYMENTS ON NOTES 44

Section14.1. PlaceofPayment 44

Section14.2. Paymentby WireTransfer 44

Section14.3. FATCAInformation 44

SECTION 15.EXPENSES, ETC 45

Section15.1. TransactionExpenses 45

Section15.2. CertainTaxes 45

Section15.3. Survival 46

SECTION16. SURVIVALOFREPRESENTATIONSANDWARRANTIES;

ENTIREAGREEMENT 46

SECTION 17.AMENDMENT AND WAIVER 46

Section17.1. Requirements 46

Section 17.2.Solicitation of Holders of Notes.46

Section17.3. BindingEffect,Etc 47

Section17.4. NotesHeldbyCompany,Etc 47

SECTION 18.NOTICES 47

SECTION 19.REPRODUCTION OF DOCUMENTS 48

SECTION 20.CONFIDENTIAL INFORMATION.49

SECTION 21.SUBSTITUTION OF PURCHASER 50

SECTION 22.MISCELLANEOUS 50

Section22.1. SuccessorsandAssigns 51

Section 22.2.Accounting Terms 51

Section22.3. Severability 53



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Section22.4. Construction,Etc 53

Section22.5. Counterparts;ElectronicSignatures 53

Section22.6. GoverningLaw 54

TABLEOFCONTENTS

(continued)

Section 22.7. Jurisdiction and Process; Waiver of Jury Trial 54

Section 22.8. Divisions 55

SCHEDULEA — DEFINEDTERMS

SCHEDULE1.1(a) — FORMOF6.42%SERIESASENIORNOTEDUE

AUGUST30,2029

SCHEDULE1.1(b) — FORMOF6.50%SERIESBSENIORNOTEDUE

AUGUST30,2032

SCHEDULE1.1(c) — FORMOF6.75%SERIESCSENIORNOTEDUE

AUGUST30,2034

SCHEDULE 1.2 — FORMOFSUBSIDIARYGUARANTY SCHEDULE 5.3 — DISCLOSURE MATERIALS

SCHEDULE5.4 — SUBSIDIARIESOFTHECOMPANYAND

OWNERSHIPOFSUBSIDIARYSTOCK SCHEDULE 5.5 — FINANCIAL STATEMENTS SCHEDULE 5.15 — EXISTING INDEBTEDNESS

PURCHASERSCHEDULE— INFORMATIONRELATINGTOPURCHASERS



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CIMGROUPMANAGEMENT,LLC

4700WilshireBoulevard Los Angeles, CA 90010

6.42%SERIESASENIORNOTESDUEAUGUST30,2029

6.50%SERIESBSENIORNOTESDUEAUGUST30,2032

6.75%SERIESCSENIORNOTESDUEAUGUST30,2034

August30,2022

TOEACHOFTHEPURCHASERSLISTEDIN THE PURCHASER SCHEDULE HERETO:

LadiesandGentlemen:

CIM Group Management, LLC, a Delaware limited liability company (the“Company”), agrees with each of the Purchasers as follows:

SECTION1. AUTHORIZATIONOFNOTES;SUBSIDIARYGUARANTY.

Section1.1.AuthorizationofNotes.TheCompanywillauthorizetheissueandsaleof

(a) $50,000,000 aggregate principal amount of its 6.42% Series A Senior Notes due August 30, 2029 (the “Series A Notes”), (b) $75,000,000 aggregate principal amount of its 6.50% Series B SeniorNotesdueAugust30,2032(the“SeriesBNotes”)and(c)$25,000,000aggregateprincipal amount of its 6.75% Series C Senior Notes due August 30, 2034 (the “Series C Notes” and together with the Series A Notes and Series B Notes, collectively, the “Notes”).The Series A Notes,SeriesBNotesandSeriesCNotesshallbesubstantiallyintheformssetoutin Schedule1.1(a),Schedule1.1(b)andSchedule1.1(c),respectively.Certaincapitalizedandother terms used in this Agreement are defined in ScheduleA and, for purposes of this Agreement, the rules of construction set forth in Section 22.4 shall govern.

Section1.2.Subsidiary Guaranty.The payment of the principal of, interest on, and Make-Whole Amount, if any, with respect to the Notes and the performance by the Company of its obligations under this Agreement and the other Financing Documents (a) will be unconditionallyandjointlyandseverallyguaranteedbytheOriginalSubsidiaryGuarantorsand

(b) may, from time to time, be jointly and severally guaranteed by other direct or indirect Subsidiaries of the Company (the Original Subsidiary Guarantors and each such other guarantor, a “Subsidiary Guarantor”), in each case pursuant to a Subsidiary Guaranty substantially in the form set out in Schedule 1.2 (as amended, restated, supplemented and otherwise modified and in effect from time to time, the “Subsidiary Guaranty”).

SECTION2. SALEANDPURCHASEOFNOTES.



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Subject to theterms and conditions ofthis Agreement, theCompany will issueand sell to each Purchaser and each Purchaser will purchase from the Company, at the Closing provided for in Section3, Notes in the principal amount and Series specified opposite such Purchaser’s name inthePurchaserScheduleatthepurchasepriceof100%oftheprincipalamountthereof.The

Purchasers’obligationshereunderareseveralandnotjointobligationsandnoPurchasershallhave anyliabilitytoanyPersonfortheperformanceornon-performanceofanyobligationbyanyother Purchaser hereunder.

SECTION3.CLOSING.

The sale and purchase of the Notes to be purchased by each Purchaser shall occur at the officesofMorgan,Lewis&BockiusLLP,101ParkAvenue,NewYork,NY10178,at10:00a.m., Eastern time, at a closing (the“Closing”)on August 30, 2022.At theClosing theCompany will deliver to each Purchaser the Notes of each Series to be purchased by suchPurchaser in the form ofasingleNoteforeachSeries(orsuchgreaternumberofNotesofeachSeriesindenominations ofatleast$100,000assuchPurchasermayrequest)datedthedateoftheClosingandregisteredin such Purchaser’s name (or in the name of its nominee), against delivery by such Purchaser to the Companyoritsorderofimmediatelyavailable fundsintheamountofthepurchase pricetherefor by wire transfer of immediately available funds for the account of the Company in accordance withthewiretransferinstructionsdeliveredbytheCompanytothePurchaserspursuanttoSection

4.10.If at the Closing the Company shall fail to tender such Notes to any Purchaser as provided aboveinthisSection3,oranyoftheconditionsspecifiedinSection4shallnothavebeenfulfilled to such Purchaser’s satisfaction, such Purchaser shall, at its election, be relieved of all further obligations under this Agreement, without thereby waiving any rights such Purchaser may have by reason ofsuch failure by theCompany to tendersuch Notes orany oftheconditions specified in Section 4 not having been fulfilled to such Purchaser’s satisfaction.

SECTION4.CONDITIONSTO CLOSING.

EachPurchaser’sobligationtopurchaseandpayfortheNotestobesoldtosuchPurchaser attheClosingissubjecttothefulfillmenttosuchPurchaser’ssatisfaction,priortoorattheClosing, of the following conditions:

Section4.1.Representations and Warranties.The representations and warranties of each Obligorin each Financing Document to which such Obligoris aparty shall becorrect when made and at the Closing.

Section4.2.Performance;NoDefault.EachoftheObligorsshallhaveperformedand compliedwithallagreementsandconditionscontainedinthisAgreementandtheotherFinancing DocumentsrequiredtobeperformedorcompliedwithbyitpriortoorattheClosing.Beforeand aftergivingeffecttotheissueandsaleoftheNotes(andtheapplicationoftheproceedsthereofas contemplated by Section 5.14), no Default or Event of Default shall have occurred and be continuing.

Section4.3. ComplianceCertificates.



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(a) Officer’s Certificate.The Company on behalf of itself and the other Obligors shall have delivered to such Purchaser an Officer’s Certificate, dated the date of theClosing,certifyingthattheconditionsspecifiedinSections4.1,4.2and4.9havebeen fulfilled.

(b) Secretary’s Certificate.Each Obligor shall have delivered to such PurchaseracertificateofitsSecretaryorAssistantSecretary,datedthedateoftheClosing, certifying as to (i) the resolutions attached thereto and other limited liability company, corporate, limited partnership or equivalent proceedings relating to the authorization, executionanddeliveryoftheFinancingDocumentsand(ii)suchObligor’sorganizational documents as then in effect.

Section4.4.OpinionsofCounsel.SuchPurchasershallhavereceivedopinionsinform and substance satisfactory to such Purchaser, dated the date of the Closing (a)from Sullivan & Cromwell LLP, counsel for the Obligors, and (b)from Morgan, Lewis & Bockius LLP, the Purchasers’specialcounsel(insuchrole,the“Purchasers’SpecialCounsel”)inconnectionwith such transactions, substantially in the form agreed with such Purchaser and covering such other matters incident to such transactions as such Purchaser may reasonably request.

Section4.5.PurchasePermittedByApplicableLaw,Etc.OnthedateoftheClosing such Purchaser’s purchase of Notes shall (a)be permitted by the laws and regulations of each jurisdictiontowhichsuchPurchaserissubject,withoutrecoursetoprovisions(suchas section1405(a)(8) of the New York Insurance Law) permitting limited investments by insurance companies without restriction as to the character of the particular investment, (b)not violate any applicable law or regulation (including Regulation T, U or X of the Board of Governors of the Federal Reserve System) and (c)not subject such Purchaser to any tax, penalty or liability under or pursuant to any applicable law or regulation, which law or regulation was not in effect on the date hereof.If requested by such Purchaser, such Purchaser shall have received an Officer’s CertificatecertifyingastosuchmattersoffactassuchPurchasermayreasonablyspecifytoenable such Purchaser to determine whether such purchase is so permitted.

Section4.6.Sale of Other Notes.Contemporaneously with the Closing the Company shallselltoeachotherPurchaserandeachotherPurchasershallpurchasetheNotestobepurchased by it at the Closing as specified in the Purchaser Schedule.

Section4.7.Payment of Special Counsel Fees.Without limiting Section15.1, the Company shall have paid on or before the Closing the fees, charges and disbursements of the Purchasers’SpecialCounselreferredtoinSection4.4totheextentreflectedinastatementofsuch counsel rendered to the Company at least one (1) Business Day prior to the Closing.

Section4.8.Private Placement Number.A Private Placement Number issued by the PPN CUSIP Unit of CUSIP Global Services (in cooperation with the SVO) shall have been obtained for each Series of Notes.

Section4.9.Changes in Structure.No Obligor shall have changed its jurisdiction of incorporation or organization, as applicable, or been a party to any merger or consolidation or



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succeeded to all or any substantial part of the liabilities of any other entity, at any time following the date of the most recent financial statements referred to in Schedule 5.5.

Section4.10.FundingInstructions.Atleastthree(3)BusinessDayspriortothedateof the Closing, each Purchaser shall have received written instructions signed by a Responsible OfficeronletterheadoftheCompanyincluding(a)thenameandaddressofthetransfereebank,

(b) suchtransfereebank’sABAnumber,(c)theaccountnameandnumberintowhichthepurchase price for the Notes is to be deposited, which account shall be fully opened and able to receive micro deposits in accordance with this Section 4.10 at least three (3) Business Days prior to the dateofClosingand(d)thecontactdetails(emailandtelephonenumber)ofaResponsibleOfficer and an appropriate Person at the Company and the transferee bank who can verify the account details.AnidentifiableResponsibleOfficeroftheCompanyshallconfirmthewritteninstructions by eitheralivevideoconferenceorconference call madeavailableto the Purchasers no laterthan two (2) Business Days prior to the Closing (or such shorter period as may be agreed by each applicable Purchaser).Each Purchaser has the right, but not the obligation, upon written notice (whichmay beby email)totheCompany,to elect todeliveramicrodeposit(lessthan$51.00)to the account identified in the written instructions no later than two (2) Business Days prior to the Closing (or such shorter period as may be agreed by each applicable Purchaser).If a Purchaser deliversamicrodeposit,aResponsibleOfficermustverballyverifythereceiptandamountofthe microdeposittosuchPurchaseronatelephonecallinitiatedbysuchPurchaserpriortotheClosing. TheCompanyshallnotbeobligatedtoreturntheamountofthemicrodeposit,norwilltheamount of the micro deposit be netted against the Purchaser’s purchase price of the Notes.

Section4.11.SubsidiaryGuaranty.EachOriginalSubsidiaryGuarantorshallhaveduly executedanddeliveredtothePurchasersaSubsidiaryGuaranty,andtheSubsidiaryGuarantyshall be in full force and effect and in form and substance satisfactory to the Purchasers.

Section4.12.DebtRating.TheCompanyshallhavedelivered,orcausedtobedelivered, tosuchPurchaser,(a)aPrivateRatingLetterissuedbyanAcceptableRatingAgencysettingforth theinitialDebtRatingforeachSeriesofNotesofnotlessthanA-and(b)therelatedPrivateRating Rationale Report with respect to such Debt Rating.

Section4.13.AmendmenttoCredit Agreement.SuchPurchasershallhavereceived a true and complete copy of the fully executed Fourth Amendment to the Revolving Credit Agreement, such agreement to be in form and substance satisfactory to such Purchaser, and the conditions to the effectiveness thereof shall have been satisfied or waived prior to or contemporaneously with the issuance of the Notes hereunder.

Section4.14. Proceedings and Documents.All proceedings in connection with the transactions contemplated by this Agreement and all documents and instruments incident to such transactionsshallbesatisfactorytosuchPurchaserandthePurchasers’SpecialCounsel,andsuch Purchaser and the Purchasers’ Special Counsel shall have received all such counterpart originals orcertifiedorothercopiesofsuchdocumentsassuchPurchaserorthePurchasers’SpecialCounsel may reasonably request.

SECTION5. REPRESENTATIONSANDWARRANTIESOFTHECOMPANY.



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TheCompanyrepresents andwarrantstoeachPurchaserthat:

Section5.1.Organization; Power and Authority.Each Obligor is a limited liability company,corporation,limitedpartnershiporotherlegalentitydulyorganized,validlyexistingand ingoodstandingunderthelawsofitsjurisdictionoforganizationandisdulyqualifiedasaforeign limitedliabilitycompanyorotherlegalentityandisingoodstandingineachjurisdictioninwhich

suchqualificationisrequiredbylaw,otherthanthosejurisdictionsastowhichthefailuretobeso qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Each Obligor has the limited liability company, corporate, limited partnership or other legal entity power and authority to own or hold under lease the propertiesitpurportstoownorholdunderlease,totransactthebusinessittransactsandproposes to transact, to execute and deliver the Financing Documents to which it is a party and to perform the provisions hereof and thereof.

Section5.2.Authorization, Etc.Each of the Financing Documents to which each Obligor is a party has been duly authorized by all necessary limited liability company, corporate, limited partnership or equivalent action on the part of such Obligor, and each such Financing Document constitutes, or, in the case of the Notes, upon execution and delivery thereof, will constitute, a legal, valid and binding obligation of each Obligor, as the case may be, enforceable againstsuchObligorinaccordancewithitsterms,exceptassuchenforceabilitymaybelimitedby

(a)applicablebankruptcy,insolvency, reorganization, moratorium orothersimilarlaws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section5.3.Disclosure.The Company, through its agents, Morgan Stanley & Co., LLC, Goldman Sachs & Co. LLC and Citigroup Global Markets Inc. has delivered to each Purchaser a copy of a Private Placement Memorandum, dated July 2022 (the “Memorandum”), relatingtothetransactionscontemplatedhereby.ThisAgreement,theotherFinancingDocuments, the Memorandum, the financial statements listed in Schedule 5.5 and the documents, certificates or other writings delivered to the Purchasers by or on behalf of the Company prior to August 16, 2022inconnectionwiththetransactionscontemplatedherebyandidentifiedinSchedule5.3(this Agreement, the other Financing Documents, the Memorandum and such documents, certificates or other writings and such financial statements delivered to each Purchaser being referred to, collectively, as the “Disclosure Documents”), taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading in light of the circumstances under which they were made.Except as disclosedintheDisclosureDocuments,sinceDecember31,2021,therehasbeennochangeinthe financial condition, operations, business or properties of the Company or any Subsidiary except changesthatwouldnot,individuallyorintheaggregate,reasonablybeexpectedtohaveaMaterial Adverse Effect.

Section5.4. OrganizationandOwnershipofSharesofSubsidiaries;Affiliates.

(a) Schedule5.4 contains (except as noted therein) complete and correct lists oftheCompany’sMaterialSubsidiaries,showing,astoeachsuchMaterialSubsidiary,the namethereof,thejurisdictionofits organization,thepercentageofshares ofeach class of



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its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary and whether such Material Subsidiary is a Subsidiary Guarantor.

(b) All of the outstanding shares of capital stock or similar equity interests of each Material Subsidiary shown in Schedule 5.4 as being owned by the Company and its Subsidiaries have been validly issued, are fully paid and non-assessable (in each case, to

theextentapplicable)andareownedbytheCompanyoranotherSubsidiaryfreeandclear of any Lien that is prohibited by this Agreement.

(c) Each Material Subsidiary is a limited liability company, corporation, limited partnership or other legal entity duly organized, validly existing and, where applicable, in good standing under the laws of its jurisdiction of organization, and is duly qualified as a foreign limited liability company, corporation, limited partnership or other legal entity and, where applicable, is in good standing in each jurisdiction in which such qualification is required by law, except for any failures to be so qualified or in good standingthatwouldnot,individuallyorintheaggregate,reasonablybeexpectedtohavea MaterialAdverseEffect.EachsuchMaterialSubsidiaryhasthelimitedliabilitycompany, corporate,limitedpartnershiporotherpowerandauthoritytoownorholdunderleasethe properties it purports to own or hold under lease and to transact the business it transacts and proposes to transact.

Section5.5.Financial Statements; Material Liabilities.The Company has delivered toeachPurchasercopiesofthefinancialstatementsoftheCompanyanditsSubsidiarieslistedon Schedule 5.5.All of such financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of the Company and its Subsidiaries as of the respective dates specified in such Schedule and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except assetforthinthenotesthereto(subject,inthecaseofanyinterimfinancialstatements, tonormal year-endadjustments).TheCompanyanditsSubsidiariesdonothaveanyMaterialliabilitiesthat are not disclosed in the Disclosure Documents.

Section5.6.CompliancewithLaws,OtherInstruments,Etc. Theexecution,delivery and performance by each Obligor of the Financing Documents to which such Obligor is a party willnot(a)contravene,resultinanybreachof,orconstituteadefaultunder,orresultinthecreation of any Lien in respect of any property of the Company or any Subsidiary under, any indenture, mortgage,deedoftrust,loan,purchaseorcreditagreement,lease,operatingagreement,corporate charter, regulations or by-laws, shareholders agreement or any other agreement or instrument to which the Company or any Subsidiary is bound or by which the Company or any Subsidiary or any oftheir respectiveproperties may be bound or affected, (b)conflict with orresult in abreach ofanyoftheterms,conditionsorprovisionsofanyorder,judgment,decreeorrulingofanycourt, arbitrator or Governmental Authority applicable to the Company or any Subsidiary or (c)violate anyprovisionofany statuteorotherruleorregulationofanyGovernmentalAuthorityapplicable to the Company or any Subsidiary.



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Section5.7.GovernmentalAuthorizations,Etc.Noconsent,approvalor authorizationof,orregistration,filingordeclarationwith,anyGovernmentalAuthorityisrequired in connection with the execution, delivery or performance by any Obligor of the Financing Documents to which such Obligor is a party.

Section5.8. Litigation;ObservanceofStatutesandOrders.

(a) Therearenoactions,suits,investigationsorproceedingspendingor,tothe best knowledge of the Company, threatened against or affecting the Company or any Subsidiary or any property of the Company or any Subsidiary in any court or before any arbitratorofanykindorbeforeorbyanyGovernmentalAuthoritythatwould,individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is (i) in violation of any order, judgment, decree or ruling of any court, any arbitrator of any kind or any Governmental Authority or (ii) in violation of any applicable law, ordinance, rule or regulation of any Governmental Authority (including Environmental Laws, the USA PATRIOT Act or any of the other laws and regulations that are referred to in Section 5.16), which violation would,individuallyorintheaggregate,reasonablybeexpectedtohaveaMaterialAdverse Effect.

Section5.9.Taxes.TheCompanyanditsSubsidiarieshavefiledalltaxreturnsthatare requiredtohavebeenfiledinanyjurisdiction,andhavepaidalltaxesshowntobedueandpayable on such returns and all othertaxes and assessments payableby them, to the extent such taxes and assessmentshavebecomedueandpayableandbeforetheyhavebecomedelinquent,exceptwhere failuretofilesuchtaxreturnsorpayanysuchtaxorassessmentwouldnothaveaMaterialAdverse Effect, and except for any taxes and assessments (a)the amount of which, individually or in the aggregate, is not Material or (b)the amount, applicability or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which the Company or a Subsidiary,asthecasemaybe,hasestablishedadequatereservesinaccordancewithGAAP.The charges,accrualsandreservesonthebooksoftheCompanyanditsSubsidiariesinrespectofU.S. federal,stateorothertaxesforallfiscalperiodsareadequate,exceptfordefectsthereinthatwould nothaveaMaterialAdverseEffect.TheU.S.federalincometaxliabilitiesoftheCompanyandits Subsidiarieshavebeenfinallydetermined(whetherbyreasonofcompletedauditsorthestatuteof limitationshavingrun)forallfiscalyearsupto andincludingthefiscalyearendedDecember31, 2017,exceptwhereanydefectsinsuchdeterminationthat,individuallyorintheaggregate,would not have a Material Adverse Effect.

Section5.10.Title to Property; Leases.The Company and its Subsidiaries have good and sufficient title to their respective Material properties, in each case free and clear of Liens prohibitedbythisAgreement,exceptforthosedefectsintitleandLiensthat,individuallyorinthe aggregate,wouldnothaveaMaterialAdverseEffect.AllMaterialleasesarevalidandsubsisting and are in full force and effect except for defects in Material leases that, individually or in the aggregate, would not have a Material Adverse Effect.



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Section5.11.Licenses,Permits,Etc.TheCompanyanditsSubsidiariesownorpossess all licenses, permits, franchises, authorizations, patents, copyrights, proprietary software, service marks, trademarks and trade names, or rights thereto, that individually or in the aggregate are Material, without known conflict with the rights of others, except for failures to own or conflicts that, individually or in the aggregate, would not have a Material Adverse Effect.

Section5.12.CompliancewithEmployeeBenefitPlans.

(a) Each Obligor and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncom-pliance as have not resulted in and could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.No Obligor nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that would, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by any Obligor or any ERISA Affiliate, or in the imposition of any Lien on anyoftherights,propertiesorassetsofanyObligororanyERISAAffiliate,ineithercase pursuanttoTitle Ior IV ofERISAortosection430(k)of the Codeor to anysuchpenalty orexcisetaxprovisionsundertheCodeorfederallaworsection4068ofERISAorbythe grantingofasecurityinterestinconnectionwiththeamendmentofaPlan,otherthansuch liabilities or Liens as would not be individually or in the aggregate Material.

(b) ThepresentvalueoftheaggregatebenefitliabilitiesundereachofthePlans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently endedplanyearonthebasisoftheactuarialassumptionsspecifiedforfundingpurposesin such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities.The term “benefit liabilities” has the meaning specified in section4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.

(c) No Obligor nor any of its ERISA Affiliates has incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under section4201 or 4204ofERISAinrespectofMultiemployerPlansthatindividuallyorintheaggregateare Material.

(d) The expected postretirement benefit obligation (determined as of the last day of the Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 715-60, without regardtoliabilitiesattributabletocontinuationcoveragemandatedbysection4980Bofthe Code) of the Company and its Subsidiaries is not Material.

(e) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of section406 of ERISA or in connection with which a tax could be imposed pursuant to section4975(c)(1)(A)-(D) of the Code.The representation by the Obligors to each Purchaserinthe



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firstsentenceofthisSection5.12(e)ismadein relianceuponandsubject to the accuracy of such Purchaser’s representation in Section 6.2 as to the sources of the fundstobeusedtopaythepurchasepriceoftheNotestobepurchasedbysuchPurchaser.

(f) Neither the Company nor any Subsidiary of the Company maintains or contributesto(orhasanobligationtocontributeto,oranyliabilityto)anyNon-U.S.Plan.

Section5.13.Private Offering by the Company.No Obligor nor anyone acting on its behalfhasofferedtheNotesoranysimilarSecuritiesforsaleto,orsolicitedanyoffertobuythe

Notes or any similar Securities from, or otherwise approached or negotiated in respect thereof with,anyPersonotherthanthePurchasersandnotmorethan90otherInstitutionalInvestors,each ofwhichhasbeenofferedtheNotesataprivatesaleforinvestment.NoObligornoranyoneacting onitsbehalfhastaken,orwilltake,anyactionthatwouldsubjecttheissuanceorsaleoftheNotes totheregistrationrequirementsofsection5oftheSecuritiesActortotheregistrationrequirements of any Securities or blue sky laws of any applicable jurisdiction.

Section5.14. Use of Proceeds; Margin Regulations.The Company will use the proceeds of the sale of the Notes hereunder for (a) capital contributions to any CIM Fund or Affiliate,(b)seedcapitalfornewplatforms,(c)financingfornewacquisitions,(d)thepaymentof dividendsandotherdistributionsand(e)otherworkingcapitalorgeneralcorporatepurposes.The Company is not engaged principally, or as one of its important activities, in the business of extendingcreditforthepurpose,whetherimmediate,incidentalorultimate,ofbuyingorcarrying marginstock,andnopartoftheproceedsfromthesaleoftheNoteshereunderwillbeused,directly orindirectly,forthepurposeofbuyingorcarryinganymarginstockinviolationofRegulationU of the Board of Governors of the Federal Reserve System (12 CFR 221), or for the purpose of buying or carrying or trading in any Securities under such circumstances as to involve the Company in a violation of Regulation X of said Board (12 CFR 224) or to involve any broker or dealerinaviolationofRegulationTofsaidBoard(12CFR220).Marginstockdoesnotconstitute morethan25%ofthevalueoftheconsolidatedassetsoftheCompanyanditsSubsidiariesandthe Company does not have any present intention that margin stock will constitutemorethan 25%of the value of such assets.As used in this Section, the terms “margin stock” and “purpose of buying or carrying” shall have the meanings assigned to them in said Regulation U.

Section5.15.Existing Indebtedness. Except as described therein, Schedule 5.15 sets forth a complete and correct list of all outstanding Indebtedness of the Company and its Subsidiaries, the outstanding principal amount of which individually exceeds $2,500,000, as of August 30, 2022 (including descriptions of the obligors and obligees, principal amounts outstanding,anycollateralthereforandanyGuarantythereof),sincewhichdatetherehasbeenno Material change in the amounts, interest rates, sinking funds, installment payments or maturities of the Indebtedness of the Company or its Subsidiaries; provided that the aggregate principal amountofalloutstandingIndebtednessoftheCompanyanditsSubsidiariesasofsuchdatethatis not listed on such Schedule 5.15 does not exceed $10,000,000.Neither the Company nor any Subsidiary is in default and no waiver of default is currently in effect, in the payment of any principal or interest on any Indebtedness of the Company or such Subsidiary and no event or condition exists with respect to any Indebtedness of the Company or any Subsidiary the outstandingprincipalamountofwhichexceeds$10,000,000thatwouldpermit(orthatwithnotice or the lapse of time, or both, would permit) one or more Persons to cause such Indebtedness to



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become due and payable before its stated maturity or before its regularly scheduled dates of payment.

Section5.16.ForeignAssetsControl Regulations,Etc.

(a) NoObligornoranyControlledEntity(i)isaBlockedPerson, (ii)has been notified that its nameappears ormay in thefuture appearon aStateSanctions List or(iii) is a target of sanctions that have been imposed by the United Nations or the European Union.

(b) No Obligor nor any Controlled Entity (i) has violated, been found in violationof,orbeenchargedorconvictedunder,anyapplicableU.S.EconomicSanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws or (ii) to the Company’s knowledge,isunderinvestigationbyanyGovernmentalAuthorityforpossibleviolationof any U.S. Economic Sanctions Laws, Anti-Money Laundering Laws or Anti-Corruption Laws.

(i) constitutes or will constitute funds obtained on behalf of any Blocked Person or will otherwise be used any Obligor or any Controlled Entity, directlyorindirectly,(A)inconnectionwithanyinvestmentin,oranytransactions or dealings with, any Blocked Person, (B) for any purpose that would cause any PurchasertobeinviolationofanyU.S.EconomicSanctionsLawsor(C)otherwise in violation of any U.S. Economic Sanctions Laws;

(ii) will be used, directly or indirectly, in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Money Laundering Laws; or

(iii) will be used, directly or indirectly, for the purpose of making any improperpayments,includingbribes,toanyGovernmentalOfficialorcommercial counterparty in order to obtain, retain or direct business or obtain any improper advantage, in each case which would be in violation of, or cause any Purchaser to be in violation of, any applicable Anti-Corruption Laws.

(d) Each Obligor has established procedures and controls which it reasonably believes are adequate (and otherwise comply with applicable law) to ensure that the Company and each Controlled Entity is and will continue to be in compliance with all applicable U.S. Economic Sanctions Laws, Anti-Money Laundering Laws and Anti-Corruption Laws.

Section5.17.Status underCertain Statutes.Neither theCompanynor anySubsidiary is subject to regulation under the Public Utility Holding Company Act of 2005, the ICC Termination Act of 1995, or the Federal Power Act.Neither the Company nor any Subsidiary is orisrequiredtoregisterasan“investmentcompany”undertheInvestmentCompanyActof1940, as amended.

SECTION6. REPRESENTATIONSOFTHEPURCHASERS.



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Section6.1.Purchase for Investment.Each Purchaser severally represents that it is purchasingtheNotesforitsownaccountorforoneormoreseparateaccountsmaintainedbysuch Purchaser or for the account of one or more pension or trust funds and not with a view to the distribution thereof,providedthat thedisposition ofsuch Purchaser’s ortheirproperty shall at all timesbewithinsuchPurchaser’sortheircontrol.EachPurchaserunderstandsthattheNoteshave not been registered under the Securities Act and may be resold only if registered pursuant to the provisions of the Securities Act or if an exemption from registration is available, except under circumstances where neither such registration nor such an exemption is required by law, and that the Company is not required to register the Notes.

Section6.2.Source of Funds.Each Purchaser severally represents that at least one of the following statements is an accurate representation as to each source of funds (a “Source”) to beusedbysuchPurchasertopaythepurchasepriceoftheNotestobepurchasedbysuchPurchaser hereunder:

(a) the Source is an “insurance company general account” (as the term is defined in the United States Department of Labor’s Prohibited Transaction Exemption (“PTE”) 95-60) in respect of which the reserves and liabilities (as defined by the annual statement for life insurance companies approved by the NAIC (the “NAIC Annual Statement”)) for the general account contract(s) held by or on behalf of any employee benefitplantogetherwiththeamountofthereservesandliabilitiesforthegeneralaccount contract(s) held by or on behalf of any other employee benefit plans maintained by the same employer (or affiliate thereof as defined in PTE 95-60) or by the same employee organization in the general account do not exceed 10% of the total reserves and liabilities ofthegeneralaccount(exclusiveofseparateaccountliabilities)plussurplusassetforthin the NAIC Annual Statement filed with such Purchaser’s state of domicile; or

(b) theSourceisaseparateaccountthatismaintainedsolelyinconnectionwith such Purchaser’s fixed contractual obligations under which the amounts payable, or credited, to any employee benefit plan (or its related trust) that has any interest in such separate account (or to any participant or beneficiary of such plan (including any annuitant)) are not affected in any manner by the investment performance of the separate account; or

(c) the Source is either (i) an insurance company pooled separate account, within the meaning of PTE 90-1 or (ii) a bank collective investment fund, within the meaning of the PTE 91-38 and, except as disclosed by such Purchaser to the Company in writing pursuant to this clause(c), no employeebenefit plan orgroup ofplans maintained by the same employer or employee organization beneficially owns more than 10% of all assets allocated to such pooled separate account or collective investment fund; or

(d) the Source constitutes assets of an “investment fund” (within the meaning ofPartVIofPTE84-14(the“QPAMExemption”))managedbya“qualifiedprofessional assetmanager”or“QPAM”(withinthemeaningofPart VIoftheQPAMExemption),no employee benefit plan’s assets that are managed by the QPAM in such investment fund, when combined with the assets of all other employee benefit plans established or maintainedbythesameemployerorbyanaffiliate(withinthemeaningofPartVI(c)(1)of the QPAM Exemption) of such employer or by the same employee organization and



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managed by such QPAM, represent more than 20% of the total client assets managed by such QPAM, the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a person controlling or controlled by the QPAM maintains an ownership interest in the Company that would cause the QPAM and the Company to be “related”withinthemeaningofPartVI(h)oftheQPAMExemptionand(i)theidentityof such QPAM and (ii) the names of any employee benefit plans whose assets in the investment fund, when combined with the assets of all other employee benefit plans established or maintained by the same employer or by an affiliate (within the meaning of PartVI(c)(1)oftheQPAMExemption)ofsuchemployerorbythesameemployee

organization,represent10%ormoreoftheassetsofsuchinvestmentfund,havebeen disclosed to the Company in writing pursuant to this clause (d);or

(e) the Source constitutes assets of a “plan(s)” (within the meaning of Part IV(h) of PTE 96-23 (the “INHAM Exemption”)) managed by an “in-house asset manager”or“INHAM”(withinthemeaningofPartIV(a)oftheINHAMExemption),the conditions of Part I(a), (g) and (h) of the INHAM Exemption are satisfied, neither the INHAM nor a person controlling or controlled by the INHAM (applying the definition of “control” in Part IV(d)(3) of the INHAM Exemption) owns a 10% or more interest in the Companyand(i)theidentityofsuchINHAMand(ii)thename(s)oftheemployeebenefit plan(s)whose assets constitutetheSourcehavebeen disclosed to theCompany in writing pursuant to this clause (e); or

(f) theSourceisagovernmentalplan; or

(g) the Source is one or more employee benefit plans, or a separate account or trust fund comprised of one or more employee benefit plans, each of which has been identified to the Company in writing pursuant to this clause (g); or

(h) theSourcedoesnotincludeassetsofanyemployeebenefitplan,otherthan a plan exempt from the coverage of ERISA.

As used in this Section6.2, the terms “employee benefit plan,” “governmental plan,” and “separate account” shall have the respective meanings assigned to such terms in section 3 of ERISA.

SECTION7.INFORMATIONAS TO COMPANY.

Section 7.1. FinancialandBusinessInformation.TheCompanyshalldelivertoeach holder of a Note that is an Institutional Investor:

(a) QuarterlyStatements—within75days(orsuchshorterperiodasisthedate bywhichsuch financialstatementsare requiredto bedeliveredunder any MaterialCredit Facility or the date on which such corresponding financial statements are delivered under anyMaterialCreditFacilityifsuchdeliveryoccursearlierthansuchrequireddeliverydate) aftertheendofeachquarterlyfiscalperiodineachfiscalyearoftheCompany(otherthan the last quarterly fiscal period of each such fiscal year), duplicate copies of,



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(i) aconsolidatedbalancesheetoftheCompanyanditsSubsidiariesas at the end of such quarter, and

(ii) consolidatedstatementsofincome,changesinshareholders’equity and cash flows of the Company and its Subsidiaries, for such quarter and (in the caseofthesecondandthirdquarters)fortheportionofthefiscalyearendingwith such quarter,

settingforthineachcase incomparativeformthe figuresforthecorrespondingperiodsin thepreviousfiscalyear,allinreasonabledetail,preparedinaccordancewithGAAP

applicable to quarterly financial statements generally, and certified by a Senior Financial Officerasfairlypresenting,inallmaterialrespects,thefinancialpositionofthecompanies being reported on and their results of operations and cash flows, subject to changes resulting from year-end adjustments;

(b) AnnualStatements—within120days(orsuchshorterperiodasisthedate bywhichsuch financialstatementsare requiredto bedeliveredunder any MaterialCredit Facility or the date on which such corresponding financial statements are delivered under anyMaterialCreditFacilityifsuchdeliveryoccursearlierthansuchrequireddeliverydate) after the end of each fiscal year of the Company, duplicate copies of

(i) aconsolidatedbalancesheetoftheCompanyanditsSubsidiariesas at the end of such year, and

(ii) consolidatedstatementsofincome,changesinshareholders’equity and cash flows of the Company and its Subsidiaries for such year,

settingforthineachcaseincomparativeformthefiguresforthepreviousfiscalyear,allin reasonable detail, prepared in accordance with GAAP, and accompanied by an opinion thereon (without a “going concern” or similar qualification or exception and without any qualification or exception as to the scope of the audit on which such opinion is based, in each case, otherthan any such qualification orexception arising from or relating to (1)an anticipated breach of a financial covenant under this Agreement, or (2) an upcoming maturity date under any Indebtedness) of independent public accountants of recognized nationalstanding,whichopinionshallstatethatsuchfinancialstatementspresentfairly,in allmaterialrespects,thefinancialpositionofthecompaniesbeingreporteduponandtheir results of operations and cash flows and have been prepared in conformity with GAAP, andthattheexaminationofsuchaccountantsinconnectionwithsuchfinancialstatements has been made in accordance with generally accepted auditing standards, and that such audit provides a reasonable basis for such opinion in the circumstances; provided that, if suchfinancialstatementsaredeliveredwiththequalificationsetforthinclause(1)above, upontherequestofanyholdertheCompanywillpromptlyarrangeatelephoneconference call for all holders of Notes for consultation by such holders regarding such anticipated breach and qualification;

(c) SEC and Other Reports — promptly upon their becoming available, one copyof(i)eachfinancialstatement,report,noticesofdefault,orsimilardocumentsentby the Company or any Subsidiary to its creditors under any Material Credit Facility



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(excludinginformationsenttosuchcreditorsintheordinary course ofadministrationofa creditfacility,suchasinformationrelatingtopricingandborrowingavailability)and

(ii)each regularorperiodicreport, each registration statement (without exhibits except as expresslyrequestedbysuchholder),andeachprospectusandallamendmentstheretofiled by the Company or any Subsidiary with the SEC;

(d) NoticeofDefaultorEventofDefault—promptly,andinanyeventwithin five(5)BusinessDaysafteraResponsibleOfficerbecomingawareoftheexistenceofany

Default orEvent ofDefault,awrittennoticespecifyingthenatureandperiodofexistence thereof and what action the Company is taking or proposes to take with respect thereto;

(e) Employee Benefits Matters — promptly, and in any event within 5 days afteraResponsibleOfficerbecomingawareofanyofthefollowing,awrittennoticesetting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

(i) with respect to any Plan, any reportable event, as defined insection4043(c)ofERISAandtheregulationsthereunder,forwhichnoticethereof has not been waived pursuant to such regulations as in effect on the date hereof;

(ii) the taking by the PBGC of steps to institute, or the threatening by the PBGC of the institution of, proceedings under section4042 of ERISA for the terminationof,ortheappointmentofatrusteetoadminister,anyPlan,orthereceipt bytheCompanyoranyERISAAffiliateofanoticefromaMultiemployerPlanthat suchactionhasbeentakenbythePBGCwithrespecttosuchMultiemployerPlan;

(iii) anyevent,transactionorconditionthatcouldresultintheincurrence ofanyliabilitybytheCompanyoranyERISAAffiliatepursuanttoTitleIorIVof ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate pursuant to Title I or IV of ERISA or such penalty or excise tax provisions, if such liability or Lien, taken together withanyothersuchliabilitiesorLiensthenexisting,wouldreasonablybeexpected to have a Material Adverse Effect; or

(iv) receipt of notice of the imposition of a Material financial penalty (which for this purpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans;

(f) Resignation or Replacement of Auditors — within ten (10) days following thedateonwhichtheCompany’sauditorsresignortheCompanyelectstochangeauditors, as the case may be, notification thereof, together with such further information as the Required Holders may request;

(g) Debt Rating — promptly following the occurrence thereof, notice of any changein theDebt Rating for any Series ofNotes (to the extent such Debt Rating is not a public rating); and



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(h) RequestedInformation—withreasonablepromptness,suchotherdataand information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries (including actual copies of the Company’s Form10-Q and Form10-K) or relating to the ability of the Company to perform its obligations hereunder and under the Notes as from time to time may be reasonably requested by any such holder of a Note, to the extent such other data and information can be reasonably provided.Notwithstanding anything to the contrary containedherein,theCompanyshallnotberequiredtodiscloseanydocument,information

orothermatter(i)thatconstitutestradesecretsorproprietaryinformation,(ii)inrespectof which disclosure to any Purchaser is prohibited by any applicable Law or any binding agreementwithathirdparty(solongassuchagreementisnotenteredintoincontemplation of this Agreement) or (iii) that is subject to attorney-client privilege or similar privilege which could reasonably be expected to be lost or forfeited if disclosed to the Purchasers.

Section7.2.Officer’sCertificate.Eachsetoffinancialstatementsdeliveredtoaholder of a Note pursuant to Section7.1(a) or Section 7.1(b) shall be accompanied by a certificate of a Senior Financial Officer:

(a) Covenant Compliance — setting forth (i) the information from such financial statements that is required in order to establish whether the Company was in compliance with the requirements of Section 10 and the Additional Provisions, if any, during the quarterly or annual period covered by the financial statements then being furnished, (including with respect to each such provision that involves mathematical calculations, the information from such financial statements that is required to perform such calculations) and reasonably detailed calculations of the maximum or minimum amount, ratio or percentage, as the case may be, permissible under the terms of such Section, and the calculation of the amount, ratio or percentage then in existence and (ii) a reconciliation of the treatment of leases which would be deemed by GAAP as in effect prior to December 31, 2015 to be treated as operating leases, in form reasonably satisfactorytotheRequiredHolders.IntheeventthattheCompanyoranySubsidiaryhas madeanelectiontomeasureanyfinancialliabilityusingfairvalue(whichelectionisbeing disregarded for purposes of determining compliance with this Agreement pursuant to Section 22.2) as to the period covered by any such financial statement, such Senior Financial Officer’s certificate as to such period shall include a reconciliation from GAAP with respect to such election;

(b) Event of Default — certifying that such Senior Financial Officer has reviewed the relevant terms hereof and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company and its Subsidiariesfromthebeginningofthequarterlyorannualperiodcoveredbythestatements then being furnished to the date of the certificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to take with respect thereto; and



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(c) Subsidiary Guarantors – setting forth a list of all Subsidiaries that are Subsidiary Guarantors and certifying that each Subsidiary that is required to be a SubsidiaryGuarantorpursuanttoSection9.7isaSubsidiaryGuarantor,ineachcase,asof the date of such certificate of Senior Financial Officer.

Section7.3.Visitation.TheCompanyshallpermittherepresentativesofeachholderof a Note that is an Institutional Investor:

(a) No Default — if no Default or Event of Default then exists, at the expense of such holder and upon reasonable prior notice to the Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company’s officers, and (with the consent of the Company, which consent will not be unreasonably withheld) to visitthe other offices and properties of the Company and each Subsidiary, all at such reasonable times and as often as may be reasonably requested in writing; and

(b) Default—ifaDefaultorEventofDefaultthenexists,attheexpenseofthe Company to visit and inspect any of the offices or properties of the Company or any Subsidiary, to examine all their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss the affairs, finances and accounts of the Company and its Subsidiaries), all during regular business hours and as often as may be reasonably requested.

Section7.4.Electronic Delivery.Financial statements, opinions of independent certified public accountants, other information and Officer’s Certificates that are required to be delivered by theCompany pursuant to Sections 7.1(a), (b)or (c)and Section 7.2 shall bedeemed to have been delivered if the Company satisfies any of the following requirements with respect thereto:

(a) suchfinancialstatementssatisfyingtherequirementsofSection7.1(a)or

(b) andrelatedOfficer’sCertificatesatisfyingtherequirementsofSection7.2andanyother informationrequiredunderSection7.1(c)aredeliveredtoeachholderofaNotebye-mail at the e-mail address set forth in such holder’s Purchaser Schedule or as communicated from time to time in a separate writing delivered to the Company;

(b) the Company shall have timely filed such Form 10–Q or Form 10–K, satisfyingtherequirementsofSection7.1(a)orSection7.1(b),asthecasemaybe,withthe SEC on EDGAR and shall have made such form and the related Officer’s Certificate satisfyingtherequirementsofSection7.2availableonitshomepageontheinternet,which is located at https://www.cimgroup.com/as of the date of this Agreement or as otherwise provided to the holders from time to time;



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(c) such financial statements satisfying the requirements of Section 7.1(a) or Section 7.1(b) and related Officer’s Certificate(s)satisfying the requirements of Section

7.2 and any other information required under Section 7.1(c) are timely posted by or on behalfoftheCompany on Intralinks or on any othersimilarwebsiteto which each holder of Notes has free access; or

(d) theCompanyshallhavetimelyfiledanyoftheitemsreferredtoinSection 7.1(c)withtheSEConEDGARandshallhavemadesuchitemsavailableonitshomepage on the internet or on Intralinks or on any other similar website to which each holder of Notes has free access;

providedhowever,that innocaseshallaccess tosuchfinancialstatements, otherinformationand Officer’s Certificates be conditioned upon any waiver or other agreement or consent (other than confidentialityprovisionsconsistentwithSection20ofthisAgreement);providedfurther,thatin thecaseofanyofclauses(b),(c)or(d),theCompanyshallhavegiveneachholderofaNoteprior writtennotice,whichmaybebye-mailorinaccordancewithSection18,ofsuchpostingorfiling inconnectionwitheachdelivery,providedfurther,thatuponrequestofanyholdertoreceivepaper copies of such forms, financial statements, other information and Officer’s Certificates or to receive them by e-mail, the Company will promptly e-mail them or deliver such paper copies, as the case may be, to such holder.

SECTION8.PAYMENTANDPREPAYMENTOFTHE NOTES.

Section8.1.Maturity. As provided therein, the entire unpaid principal balance of each Note shall be due and payable on the Maturity Date thereof.

Section8.2.OptionalPrepaymentswithMake-WholeAmount.TheCompanymay, at its option, upon notice as provided below, prepay at any time all, or from time to time any part of, the Notes of any Series, in an amount not less than $5,000,000 in the case of a partial prepayment,at100%oftheprincipalamountsoprepaid,andtheMake-WholeAmountdetermined fortheprepaymentdatewithrespecttosuchprincipalamount;providedthat,solongasnoDefault or Event of Default has occurred and is continuing, the Company may prepay the Notes of any Seriesat100%oftheprincipalamountsoprepaidwithoutanyMake-WholeAmountifsuchNotes areprepaidon or after thedatethatis120dayspriortotheMaturityDateoftheapplicableSeries ofNotes;provided,further,thatifthereisaDefaultorEventofDefaulttheninexistenceorwould becausedthereby,anyprepaymentpursuanttothisSection8.2shallbeofallSeriesofNotesthen outstanding.TheCompanywillgiveeachholderofaNoteoftheSeriestobeprepaid(withacopy toeachotherholderofaNotewithoutregardtoSeries)writtennoticeofeachoptionalprepayment under this Section8.2 not less than six (6) Business Days and not more than sixty (60) days prior to the date fixed for such prepayment unless the Company and the Required Holders agree to another time period pursuant to Section 17; provided that such notice may be conditioned upon the consummation of a financing or other corporate transaction or the occurrence of a corporate event reflected in such notice of prepayment, and the Company may terminate such prepayment notice upon not less than three (3) Business Days prior written notice to the holders.Each such noticeshall specify such date(which shall be aBusiness Day), the aggregateprincipal amount of the Notes of each Series to be prepaid on such date, the principal amount of each Note of each such Series held by such holder to be prepaid (determined in accordance with Section 8.3), the



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interest to be paid on the prepayment date with respect to such principal amount being prepaid, andanyconditionsprecedenttotheoccurrenceoftheprepayment,andshallbeaccompaniedbya certificateofaSeniorFinancialOfficerastotheestimatedMake-WholeAmountdueinconnection with such prepayment (calculated as if the date of such notice were the date of the prepayment), setting forth the details of such computation.Two (2) Business Days prior to such prepayment, theCompanyshalldelivertoeachholderofNotestobeprepaidacertificateofaSeniorFinancial Officer specifying the calculation of such Make-Whole Amount as of the specified prepayment date.

Section 8.3. AllocationofPartialPrepayments.Inthecaseofeachpartialprepayment oftheNotespursuanttoSection8.2,theprincipalamountoftheNotestobeprepaidshallbe

allocatedamongalloftheNotesofeachSeriestobeprepaidatthetimeoutstandinginproportion, as nearly as practicable, to the respective unpaid principal amounts thereof not theretofore called for prepayment.

Section8.4.Maturity;Surrender,Etc.InthecaseofeachprepaymentofNotesofany SeriespursuanttothisSection8,theprincipalamountofeachNotetobeprepaidshallmatureand become due and payable on the date fixed for such prepayment, together with interest on such principalamountaccruedtosuchdateandtheapplicableMake-WholeAmount,ifany.Fromand after such date, unless the Company shall fail to pay such principal amount when so due and payable,togetherwiththeinterestandMake-WholeAmount,ifany,asaforesaid,interestonsuch principal amount shall cease to accrue.Any Note paid or prepaid in full shall be surrendered to the Company and cancelled and shall not be reissued, and no Note shall be issued in lieu of any prepaid principal amount of any Note.

Section8.5.PurchaseofNotes.TheCompanywillnotandwillnotpermitanyAffiliate to purchase, redeem, prepay or otherwise acquire, directly or indirectly, any of the outstanding Notes of any Series except (a) upon the payment or prepayment of the Notes in accordance with this Agreement and theNotes or(b)pursuant to an offerto purchase madeby theCompany oran Affiliate pro rata to the holders of all Notes of any Series (with a copy to each other holder of a NotewithoutregardtoSeries)atthetimeoutstandinguponthesametermsandconditions(except to the extent necessary to reflect differences in the interest rates and maturities of the Notes of differentSeries);provided,thatifthereisaDefaultorEventofDefaulttheninexistenceorwould becausedthereby, anyofferpursuanttothisSection8.5shallbemadetotheholders ofallSeries ofNotesthenoutstanding.AnysuchoffershallprovideeachholderofeachSeriesreceivingsuch offer with sufficient information to enable it to make an informed decision with respect to such offer,andshallremainopenforatleast20BusinessDays.Iftheholdersofmorethan50%ofthe principal amount ofthe Notes ofany Series, ormorethan 50%ofthe aggregateprincipal amount of all of the Series receiving such offer, then outstanding accept such offer, the Company shall promptly notify the remaining holders of such Series or all of such Series, as the case may be, of suchfactandtheexpirationdatefortheacceptancebyholdersofsuchNotesofsuchoffershallbe extendedbythenumberofdaysnecessarytogiveeachsuchremainingholderofeachsuchSeries at least 10 Business Days from its receipt ofsuch noticeto accept such offer.The Company will promptlycancelallNotesacquiredbyit oranyAffiliatepursuant toanypayment,prepaymentor purchase of Notes pursuant to this Agreement and no Notes may be issued in substitution or exchange for any such Notes.



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Section8.6. Make-WholeAmount.

The term “Make-Whole Amount” means, with respect to any Note of any Series, an amountequaltotheexcess,ifany,oftheDiscountedValueoftheRemainingScheduledPayments with respect to the Called Principal of such Note of such Series over the amount of such Called Principal, provided that the Make-Whole Amount may in no event be less than zero.For the purposes of determining the Make-Whole Amount, the following terms have the following meanings:

“Called Principal” means, with respect to any Note of any Series, the principal of such Note that is to be prepaid pursuant to Section8.2 or has become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

“DiscountedValue”means,withrespecttotheCalledPrincipalofanyNoteofanySeries, the amount obtained by discounting all Remaining Scheduled Payments with respect to such Called Principal from their respective scheduled due dates to the Settlement Date with respect to such Called Principal, in accordance with accepted financial practice and at a discount factor (appliedonthesameperiodicbasisasthatonwhichinterestontheNotesofsuchSeriesispayable) equal to the Reinvestment Yield with respect to such Called Principal.

“Reinvestment Yield” means, with respect to the Called Principal of any Note of any Series,thesumof(a)0.50%plus(b)theyieldto maturityimpliedbythe“AskYield(s)”reported asof10:00a.m.(NewYorkCitytime)onthesecondBusinessDayprecedingtheSettlementDate with respect to such Called Principal, on the display designated as “Page PX1” (or such other display as may replace Page PX1) on Bloomberg Financial Markets for the most recently issued actively traded on-the-run U.S. Treasury securities (“Reported”) having a maturity equal to the RemainingAverageLifeofsuchCalledPrincipalasofsuchSettlementDate.Iftherearenosuch

U.S. Treasury securities Reported having a maturity equal to such Remaining Average Life, then such implied yield to maturity will be determined by (i)converting U.S. Treasury bill quotations to bond equivalent yields in accordance with accepted financial practice and (ii)interpolating linearlybetweenthe“AskYields”Reportedfortheapplicablemostrecentlyissuedactivelytraded on-the-run U.S. Treasury securities with the maturities (1)closest to and greater than such Remaining Average Life and (2)closest to and less than such Remaining Average Life.The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note of such Series.

IfsuchyieldsarenotReportedortheyieldsReportedasofsuchtimearenotascertainable (includingbywayofinterpolation),then“ReinvestmentYield”means,withrespecttotheCalled PrincipalofanyNoteofanySeries,thesumof(x)0.50%plus(y)theyieldtomaturityimpliedby the U.S. Treasury constant maturity yields reported, for the latest day for which such yields have beensoreportedasofthesecondBusinessDayprecedingtheSettlementDatewithrespecttosuch Called Principal, in Federal Reserve Statistical Release H.15 (or any comparable successor publication)fortheU.S.TreasuryconstantmaturityhavingatermequaltotheRemainingAverage LifeofsuchCalledPrincipalasofsuchSettlementDate.IfthereisnosuchU.S.Treasuryconstant maturityhavingatermequaltosuchRemainingAverageLife,suchimpliedyieldtomaturitywill be determined by interpolating linearly between (1) the U.S. Treasury constant maturity so reported with the term closest to and greater than such Remaining Average Life and (2)the U.S.



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Treasury constant maturity so reported with the term closest to and less than such Remaining Average Life.The Reinvestment Yield shall be rounded to the number of decimal places as appears in the interest rate of the applicable Note of such Series.

“RemainingAverageLife”means,withrespecttoanyCalledPrincipalofanySeries,the number of years obtained by dividing (i)such Called Principal into (ii)the sum of the products obtainedbymultiplying(a)theprincipalcomponentofeachRemainingScheduledPaymentwith respect to such Called Principal by (b)the number of years, computed on the basis of a 360-day yearcomprisedoftwelve30-daymonthsandcalculatedtotwodecimalplaces,thatwillelapse

between the Settlement Date with respect to such Called Principal and the scheduled due date of such Remaining Scheduled Payment.

“Remaining Scheduled Payments” means, with respect to the Called Principal of any Note of any Series, all payments of such Called Principal and interest thereon that would be due after the Settlement Date with respect to such Called Principal if no payment of such Called Principalweremadepriortoitsscheduledduedate,providedthatifsuchSettlementDateisnota dateonwhichinterestpaymentsareduetobemadeundertheNotesofsuchSeries,thentheamount of the next succeeding scheduled interest payment will be reduced by the amount of interest accrued to such Settlement Date and required to be paid on such Settlement Date pursuant to Section 8.2 or Section 12.1.

“SettlementDate”means, withrespecttotheCalledPrincipalofanyNoteofanySeries, thedateon which such Called Principal is to beprepaid pursuant to Section8.2 orhas become or is declared to be immediately due and payable pursuant to Section 12.1, as the context requires.

Section8.7. ChangeofControlPrepayment.

(a) Withinten(10)BusinessDaysfollowingthedateofanyChangeofControl, theCompany shall give written noticeof such Changeof Control (a“ChangeofControl Notice”) to each holder of a Note, which shall contain and constitute an offer to prepay (the“ChangeofControlOffer”)theentireunpaidprincipalamountofNotesissuedbyit thatareheldbysuchholder,togetherwithanyaccruedandunpaidinterestthereon(without any Make-Whole Amount) on a date specified in such Change of Control Notice, which dateshallbeaBusinessDaynotlessthan30daysandnotmorethan60daysafterthedate ofsuch Change ofControl Notice(the“Change ofControl PrepaymentDate”) (if such date shall not be specified in such Change of Control Notice, the Change of Control Prepayment Date shall be the first Business Day after the 45th day after the date of such Change of Control Notice).The Change of Control Notice shall (i) describe the facts and circumstances ofsuch ChangeofControl in reasonabledetail, (ii)referto this Section8.7 andtherightsoftheholdershereunder,(iii)containtheChangeofControlOffer,(iv)state theamountofinterestthatwouldbepaidonsuchChangeofControlPrepaymentDatewith respect to such holder’s Notes, and (v) request that such holder notify the Company in writingbyastateddate(the“ChangeofControlAcceptanceNotificationDate”),which date shall not be less than 20 days after such holder’s receipt of such Change of Control Notice, if such holder wishes its Notes to be so prepaid.



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(b) ToacceptanofferofprepaymentsetforthinaChangeofControlNotice,a holder of a Note shall cause a written notice of such acceptance to be delivered to the Company on or before the Change of Control Acceptance Notification Date.If a holder doesnotnotifytheCompanyonorbeforetheChangeofControlAcceptanceNotification Date of such holder’s acceptance or rejection of the prepayment offer contained in the ChangeofControlNotice,thentheholdershallbedeemedtohaverejectedtheprepayment offer.

(c) OntheChangeofControlPrepaymentDate,theentireoutstandingprincipal amountoftheNotesheldbyeachholderofaNotethathasacceptedsuchprepaymentoffer,

togetherwithanyinterestaccruedthereontotheChangeofControlPrepaymentDate,shall become due and payable.

(d) NothinginthisSection8.7shallbeconstruedtolimittherightsorremedies of the holders following a Default or Event of Default.

Section8.8.PaymentsDueonNon-BusinessDays.AnythinginthisAgreementorthe Notestothecontrarynotwithstanding,(x)exceptassetforthinclause(y),anypaymentofinterest on any Notethat is dueon adatethat is not aBusiness Day shall bemadeon thenext succeeding Business Day without including the additional days elapsed in the computation of the interest payable on such next succeeding Business Day; and (y) any payment of principal of or Make-Whole Amount on any Note (including principal due on the Maturity Date of such Note) that is due on a date that is not a Business Day shall be made on the next succeeding Business Day and shall include the additional days elapsed in the computation of interest payable on such next succeeding Business Day.

Section8.9. BelowInvestmentGradeRatingPrepayment.

(a) Within ten (10) Business Days following the first date any of the Notes of anySeriesfailtohaveanInvestmentGradeRating,theCompanyshallgivewrittennotice of such event (a “Below Investment Grade Rating Notice”) to each holder of a Note, which shall contain and constitute an offer to prepay (the “Below Investment Grade Rating Offer”) the entire unpaid principal amount of Notes issued by it that are held by such holder, together with any accrued and unpaid interest thereon (without any Make-Whole Amount) on a date specified in such Below Investment Grade Notice, which date shall be a Business Day not less than 30 days and not more than 60 days after the date of such Below Investment Grade Rating Notice (the “Below Investment Grade Rating Prepayment Date”) (if such date shall not be specified in such Below Investment Grade Rating Notice, the Below Investment Grade Rating Prepayment Date shall be the first Business Day after the 45th day after the date of such Below Investment Grade Rating Notice).The Below Investment Grade Rating Notice shall (i) describe the facts and circumstances ofsuch ratings downgrade in reasonabledetail, (ii)refer to this Section8.9 and the rights of the holders hereunder, (iii) contain the Below Investment Grade Rating Offer,(iv)statetheamountofinterestthatwouldbepaidonsuchBelowInvestmentGrade Rating Prepayment Date with respect to such holder’s Notes, and (v) request that such holder notify the Company in writing by a stated date (the “Below Investment Grade Rating Acceptance Notification Date”), which date shall not be less than 20 days after



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suchholder’sreceiptofsuchBelowInvestmentGradeRatingNotice,ifsuchholderwishes its Notes to be so prepaid.

(b) To accept an offer of prepayment set forth in a Below Investment Grade Rating Notice, a holder of a Note shall cause a written notice of such acceptance to be delivered to the Company on or before the Below Investment Grade Rating Acceptance Notification Date.If a holder does not notify the Company on or before the Below Investment Grade Rating Acceptance Notification Date of such holder’s acceptance or rejectionoftheprepaymentoffercontainedintheBelowInvestmentGradeRatingNotice, then the holder shall be deemed to have rejected the prepayment offer.

(c) On the Below Investment Grade Rating Prepayment Date, the entire outstandingprincipalamountoftheNotesheldbyeachholderofaNotethathasaccepted suchprepaymentoffer,togetherwithanyinterestaccruedthereontotheBelowInvestment Grade Rating Prepayment Date, shall become due and payable.

(d) NothinginthisSection8.9shallbeconstruedtolimittherightsorremedies of the holders following a Default or Event of Default.

SECTION9. AFFIRMATIVECOVENANTS.

TheCompanycovenantsthatsolongasanyofthe Notesareoutstanding:

Section9.1.CompliancewithLaws. WithoutlimitingSection10.4,theCompanywill, andwillcauseeachofitsSubsidiariesto,comply withalllaws,ordinances orgovernmentalrules orregulationstowhicheachofthemissubject(includingERISA,EnvironmentalLaws,theUSA PATRIOT Act and the other laws and regulations that are referred to in Section 5.16) and will obtainandmaintainin effect all licenses, certificates,permits, franchises andothergovernmental authorizations necessary to the ownership of their respective properties or to the conduct of their respectivebusinesses,ineachcasetotheextentnecessarytoensurethatnon-compliancewithsuch laws, ordinances or governmental rules or regulations or failures to obtain or maintain in effect such licenses, certificates, permits, franchises and other governmental authorizations would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section9.2.Insurance.The Company will, and will cause each of its Subsidiaries to, maintain,withfinanciallysoundandreputable insurers,insurancewithrespecttotheirrespective properties and businesses against such casualties and contingencies, of such types, on such terms andinsuchamounts(includingdeductibles,co-insuranceandself-insurance,ifadequatereserves are maintained with respect thereto) as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated, except for any non-maintenance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section9.3.MaintenanceofProperties.TheCompanywill,andwillcauseeachofits Subsidiariesto,maintainandkeep,orcausetobemaintainedandkept,theirrespectiveproperties ingoodrepair,workingorderandcondition(otherthanordinarywearandtear),sothatthebusiness carried on in connection therewith may be properly conducted at all times, provided that this Section9.3shallnotpreventtheCompanyoranySubsidiaryfromdiscontinuingtheoperationand



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the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Company has concluded that such discontinuance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section9.4.Payment of Taxes.The Company will, and will cause each of its Subsidiariesto,filealltaxreturnsrequiredtobefiledinanyjurisdictionandtopayanddischarge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges or levies payable by any of them, to the extent the same have become due andpayableand beforetheyhavebecomedelinquent,providedthat neithertheCompanynorany Subsidiaryneedpayanysuchtax,assessment,chargeorlevyif(i)theamount,applicabilityor

validity thereof is contested by the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Subsidiary has established adequate reservesthereforinaccordancewithGAAPonthebooksoftheCompanyorsuchSubsidiaryor

(ii)the failure to so file or nonpayment of all such taxes, assessments, charges and levies would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section9.5.Existence, Etc.Subject to Section10.2, the Company will at all times preserve and keep its limited liability company existence in full force and effect.Subject to Sections 10.2 and 10.10, the Company will at all times preserve and keep in full force and effect the limited liability company, corporate, limited partnership or other legal entity, as applicable, existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faithjudgmentoftheCompany,theterminationoforfailuretopreserveandkeepinfullforceand effectsuchlimitedliabilitycompany,corporate,limitedpartnershiporotherlegalentityexistence, as applicable, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Section9.6.Books and Records.The Company will, and will cause each of its Subsidiaries to, maintain proper books of record and account in conformity with GAAP in all material respects and all applicable requirements of any Governmental Authority having legal or regulatory jurisdiction over the Company or such Subsidiary, as the case may be, in all material respects.

Section9.7. SubsidiaryGuarantors.

(a) TheCompany(x)mayatanytimecauseanyofitsSubsidiarieswhichisnot alreadyaSubsidiaryGuarantoratsuchtimetobecomeaSubsidiaryGuarantorbycausing suchSubsidiaryto,and(y)willcauseeachofitsSubsidiariesthatguaranteesorotherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility or the Revolving Credit Agreement to concurrently therewith, in each case under clauses (x) or (y):

(i) enter into a Guarantor Supplement substantially in the form of Exhibit A attached to the form of Subsidiary Guaranty (a “Guarantor Supplement”);



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(ii) deliverthefollowingto eachholderofaNote:

(A) anexecutedGuarantorSupplement;

(B) a certificate signed by an authorized responsible officer of suchSubsidiarycontainingrepresentationsandwarrantiesonbehalf of such Subsidiary to the same effect, mutatis mutandis, as those containedinSections5.1,5.2,5.6,5.7,5.8,5.9,5.10,5.11,5.12,

5.16 and 5.17 of this Agreement (but with respect to such Subsidiary, such Guarantor Supplement and such Subsidiary Guaranty rather than the Company);

(C) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the execution and delivery of the Guarantor Supplement to which it is a party and the performance by such Subsidiary of its obligations thereunder and under the Subsidiary Guaranty; provided that documents delivered under this Section 9.7(a)(ii)(C) reasonably equivalent to those provided on the date of Closing shall be acceptable to the Required Holders; and

(D) anopinionofcounselreasonablysatisfactorytotheRequired Holders covering such matters relating to such Subsidiary, such Guarantor Supplement and such Subsidiary Guaranty as the RequiredHoldersmayreasonablyrequest;providedthatanopinion of counsel delivered under this Section 9.7(a)(ii)(D) reasonably equivalenttotheopinionofcounselprovidedonthedateofClosing shall be acceptable to the Required Holders.

(b) At the election of the Company and by written notice to each holder of Notes, any Subsidiary Guarantor that has provided a Subsidiary Guaranty under subparagraph (a) of this Section 9.7 may be discharged from all of its obligations and liabilities under its Subsidiary Guaranty and shall be automatically released from its obligationsthereunderwithouttheneedfortheexecutionordeliveryofanyotherdocument bytheholders,providedthat(i)ifsuchSubsidiaryGuarantorisaguarantororisotherwise liablefororinrespectofanyMaterialCredit FacilityortheRevolvingCreditAgreement, then such Subsidiary Guarantor has been released and discharged (or will bereleased and dischargedconcurrentlywiththereleaseofsuchSubsidiaryGuarantorunderitsSubsidiary Guaranty) under such Material Credit Facility or the Revolving Credit Agreement, (ii)at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (iii) no amount is then due and payable under such Subsidiary Guaranty, (iv) if in connection with such Subsidiary Guarantor being released and dischargedunderanyMaterialCreditFacilityortheRevolvingCreditAgreement,anyfee or other form of consideration is given to



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any holder of Indebtedness under such Material CreditFacilityortheRevolvingCreditAgreementforsuchrelease,theholdersoftheNotes shall receive equivalent consideration substantially concurrently therewith and (v) each holdershallhavereceivedacertificateofaResponsibleOfficercertifyingastothematters set forth in clauses (i) through (iv).In the event of any such release, for purposes of Section10.6, all Indebtedness of such Subsidiary shall be deemed to have been incurred concurrently with such release.

Section9.8.Eligible Revenues.The Company will cause Eligible Revenues received directly by the Company or a Subsidiary Guarantor to be no less than the Eligible Revenue Percentageatanytime.IfanEventofDefaultshallhaveoccurredandbecontinuing,theObligors will enforce their respective rights at law and in equity to receive such Eligible Revenues in accordance with the terms of the Eligible Revenue agreements and/or other management agreements to which the Obligors are party.

Section9.9.Registered Investment Adviser.The Company and each of itsSubsidiariesthatisrequiredtoregisterasaninvestmentadviserwiththeSECundertheInvestment Advisers Act will maintain its status as a registered investment adviser under the Investment Advisers Act and will remain in compliance with all of the requirements of the Investment Advisers Act that are applicable to it, except to the extent failure to maintain such status would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Section9.10.PrivateDebtRating.

(a) The Company will at all times maintain a Debt Rating (at no particular rating category) for each Series of Notes from an Acceptable Rating Agency.

(b) At any time that any Debt Rating maintained pursuant to clause (a) above isnotapublicrating,theCompanywillprovidetoeachholderofaNote(i)atleastannually (on or before each anniversary of the date of the Closing) and (ii) promptly upon any change in such Debt Rating, an updated Private Rating Letter evidencing each such Debt Rating and an updated Private Rating Rationale Report with respect to each such Debt Rating. In addition to the foregoing information, if the SVO or any other regulatory authority having jurisdiction over any holder of any Notes from time to time requires any additional information with respect to the Debt Rating of any Series of Notes or that the Private Rating Letter or the Private Rating Rationale Report include any such additional information, the Company shall use commercially reasonable efforts to procure such informationfromtheAcceptableRatingAgencyortohavetheAcceptableRatingAgency include such additional information in the Private Rating Letter or the Private Rating Rationale Report, as applicable.

Section9.11.MostFavoredLender.

(a) IfatanytimeanyMaterialCreditFacilityincludesanyFinancialCovenant (whether included as a new provision in such new or existing Material Credit Facility or by way of amendment or other modification of an existing provision or any defined term usedtherein)notincludedinthisAgreementorthatwouldbemorebeneficialtotheholders



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oftheNotesthananyanalogousprovisionincludedinthisAgreement(anysuchFinancial Covenant, an “Additional Provision”), then the Company will, within five (5) Business Days after the inclusion of such Additional Provision in such Material Credit Facility, deliver written notice thereof to each holder of a Note.Such notice shall be signed by a ResponsibleOfficerandshallrefertotheprovisionsofthisSection9.11andshallsetforth averbatimstatementofsuchAdditionalProvisionandanydefinedtermsusedtherein,and relatedexplanatorycalculations,asapplicable.Thereupon,unlesswaivedinwritingbythe RequiredHolderswithinfive(5)BusinessDaysafterreceiptofsuchnoticebytheholders of the Notes, such Additional Provision (and any related definitions) will be deemed automatically incorporated by reference into this Agreement, mutatis mutandis, as if set forth fully herein, without any further action required on the part of any Person, effective as of the date that such Additional Provisionbecame effective under such Material Credit Facility.Thereafter, upon the request of any holder of a Note, the Company will, at its expense, enterintoany additionalagreementoramendment tothis Agreementreasonably requested by such holder evidencing any of the foregoing.

(b) SolongasnoDefaultor EventofDefaulthasoccurredandiscontinuing:

(i) if any Additional Provision incorporated into this Agreement pursuant to this Section 9.11 is amended or otherwise modified in each relevant MaterialCreditFacilitywiththeeffectthatsuchAdditionalProvisionismadeless restrictiveorotherwiselessonerousontheCompanyanditsSubsidiaries,thensuch Additional Provision will be deemed so amended in this Agreement, without any further action required on the part of any Person, effective as of the date of such amendment or modification in each relevant Material Credit Facility,

(ii) if any Additional Provision incorporated into this Agreement pursuant to this Section 9.11 is removed from each relevant Material Credit Facility, then such Additional Provision will be deemed removed from this Agreement,withoutanyfurtheractionrequiredonthepartofanyPerson,effective as of the date of such removal from each relevant Material Credit Facility, and

(iii) if each Material Credit Facility including an Additional Provision incorporatedintothisAgreementpursuanttothisSection9.11isterminatedandno amountsareoutstandingthereunder,thensuchAdditionalProvisionwillbedeemed removed from this Agreement, without any further action required on the part of any Person, effective as of the date of such termination,

provided that (x) except as provided in Section 17, this Agreement shall not be amended to remove any covenant, undertaking, event of default, restriction or other provision included in this Agreement (other than any Additional Provision included in this Agreement byoperation ofSection9.11(a)) orto makeany suchprovisionless restrictive on the Company and its Subsidiaries, and (y) if any creditor or agent under any Material Credit Facility is provided any consideration for the amendment or other modification of such Material Credit Facility, then the holders of Notes shall (concurrently with the provision of such consideration to such creditor or agent) be provided with equivalent



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considerationonaproratabasis,andnosuchamendment,modificationorremovalofsuch Additional Provision in or from this Agreement shall be effective unless and until such equivalent consideration is provided to the holders of Notes.

For the avoidance of doubt, (1) the covenants set forth in Section 10.8 constitute Financial Covenants and (2) each of the Financial Covenants set forth in Section 10.8 as of the date of this Agreement (as they may be amended from time to time pursuant to Section 17) shall remain in this Agreement regardless of any such amendment or modification of any Additional Provision in or any such removal of any Additional ProvisionfromanyMaterialCreditFacility,oranysuchterminationofanyMaterialCredit Facility.

SECTION10. NEGATIVECOVENANTS.

TheCompanycovenantsthatsolongasanyofthe Notesareoutstanding:

Section10.1.Transactions with Affiliates.The Company will not, and will not permit anySubsidiaryto,enterintoanyMaterialtransactionorMaterialgroupofrelatedtransactions

(including the purchase, lease, sale or exchange of properties of any kind or the rendering of any service) with any Affiliate (other than with any Obligor or another Subsidiary), except upon fair and reasonable terms that are not, taken as a whole, less favorable to the Company or such Subsidiary than would be obtainable in a comparable arm’s-length transaction with a Person not an Affiliate.

Section10.2.Merger, Consolidation, Etc.The Company will not, and will not permit anySubsidiaryGuarantorto,consolidatewithormergewithanyotherPersonorconvey,transfer or lease all or substantially all of its assets in a single transaction or series of transactions to any Person unless:

(a) in the case of any such transaction involving the Company, the successor formedbysuchconsolidationorthesurvivorofsuchmergerorthePersonthatacquiresby conveyance, transfer or lease all or substantially all of the assets of the Company as an entirety, as the case may be, shall be a solvent corporation, limited liability company, limitedpartnershiporotherlegalentityorganizedandexistingunderthelawsoftheUnited Statesoranystatethereof(includingtheDistrictofColumbia),and,iftheCompanyisnot such corporation, limited liability company, limited partnership or other legal entity, (i) such corporation, limited liability company, limited partnership or other legal entity, as applicable, shall have executed and delivered to each holder of any Notes its assumption ofthedueandpunctualperformanceandobservanceofeachcovenantandconditionofthe Financing Documents to which the Company is a party and (ii) such corporation, limited liabilitycompany,limitedpartnershiporotherlegalentity,asapplicable,shallhavecaused tobedeliveredtoeachholderofanyNotesanopinionofnationallyrecognizedindependent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effecting such assumption are enforceable in accordance with their terms and comply with the terms hereof; provided that an opinion



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substantiallyintheformdeliveredpursuanttoSection4.4(a)ofthisAgreementonthedate of the Closing shall be deemed satisfactory to the Required Holders;

(b) in the case of any such transaction involving a Subsidiary Guarantor, the successor formed by such consolidation or the survivor of such merger or the Person that acquires by conveyance, transfer or lease all or substantially all of the assets of such Subsidiary Guarantor as an entirety, as the case may be, shall be (i) the Company, such Subsidiary Guarantor or another Subsidiary Guarantor; (ii) a solvent corporation, limited liability company, limited partnership or other legal entity, as applicable, (other than the Company or another Subsidiary Guarantor) that is organized and existing under the laws of the United States or any state thereof (including the District of Columbia) and, if such Subsidiary Guarantor is not such corporation, limited liability company or limited partnership, as applicable, (1) such corporation, limited liability company, limited partnership or other legal entity, as applicable, shall have executed and delivered to each holder of Notes its assumption of the due and punctual performance and observance of eachcovenantandconditionoftheSubsidiaryGuarantyofsuchSubsidiaryGuarantorand

(2) the Company shall have caused to be delivered to each holder of Notes an opinion of nationally recognized independent counsel, or other independent counsel reasonably satisfactory to the Required Holders, to the effect that all agreements or instruments effectingsuchassumptionareenforceableinaccordancewiththeirtermsandcomplywith

the terms hereof; provided that an opinion substantially in the form delivered pursuant to Section4.4(a)ofthisAgreementonthedateoftheClosingshallbedeemedsatisfactoryto the Required Holders; or (iii) any other Person so long as the transaction is treated as a dispositionofalloftheassetsofsuchSubsidiaryGuarantorforpurposesofSection10.10 and, based on such characterization, would be permitted pursuant to Section 10.10;

(c) in the case of any such merger, consolidation, acquisition, conveyance, or transfer involving the Company, each Subsidiary Guarantor under any Subsidiary Guaranty that is outstanding at the time such transaction or each transaction in such a series of transactions occurs reaffirms its obligations under such Subsidiary Guaranty in writing at such time pursuant to documentation that is reasonably acceptable to the Required Holders;

(d) immediatelybeforeandimmediatelyaftergiving effecttosuchtransaction or each transaction in any such series of transactions (i) no Default or Event of Default shall have occurred and be continuing and (ii) there shall be no breach or default with respect to any Eligible Revenue agreement or other management agreement that could result in any party to such agreement being entitled to a right of termination unless such breach or default would not reasonably be expected to have a Material Adverse Effect.

No such conveyance, transfer or lease of substantially all of the assets of the Company or any SubsidiaryGuarantorshallhavetheeffectofreleasingtheCompanyorsuchSubsidiaryGuarantor, asthecasemaybe,oranysuccessorcorporation,limitedliabilitycompany,limitedpartnershipor otherlegalentity,as applicable,thatshalltheretoforehavebecomesuchin themannerprescribed in this Section10.2, from its liability under (x) this Agreement or the Notes (in the case of the Company)or(y)theSubsidiaryGuaranty(inthecaseofanySubsidiaryGuarantor),unless,inthe



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caseoftheconveyance,transferorleaseofsubstantiallyalloftheassetsofaSubsidiaryGuarantor, such Subsidiary Guarantor is released from its Subsidiary Guaranty in accordance with Section 9.7(b) in connection with or immediately following such conveyance, transfer or lease.

Section10.3. Line of Business.The Company will not and will not permit any Subsidiarytoengageinanybusinessif,asaresult,thegeneralnatureofthebusinessinwhichthe Company and its Subsidiaries, taken as a whole, would then be engaged would be substantially changedfromthegeneralnatureofthebusinessinwhichtheCompanyanditsSubsidiaries,taken asawhole,areengagedonthedateofthisAgreementasdescribedintheMemorandum;provided thatengaginginanybusinessthatisancillary,complimentary,incidentaloranaturalexpansionof the business engaged in on the date of Closing will be deemed not to substantially change the general nature of the business.

Section10.4.EconomicSanctions,Etc.TheCompanywillnot,andwillnotpermitany Controlled Entity to (a) become (including by virtue of being owned or controlled by a Blocked Person), own or control a Blocked Person or (b) directly or indirectly have any investment in or engage in any dealing or transaction (including any investment, dealing or transaction involving the proceeds of the Notes) with any Person if such investment, dealing or transaction (i) would causeanyholderoranyaffiliateofsuchholdertobeinviolationof,orsubjecttosanctionsunder, anylaworregulationapplicabletosuchholder,or(ii)isprohibitedbyorsubjecttosanctionsunder any U.S. Economic Sanctions Laws.

Section10.5.Liens.TheCompanywillnotandwillnotpermitanyofitsSubsidiariesto create, incur, assume or permit to exist any Lien on or with respect to any property or asset (includinganydocumentorinstrumentinrespectofgoodsoraccountsreceivable)oftheCompany or any such Subsidiary, whether now owned or held or hereafter acquired, except:

(a) Liens for taxes, assessments or other governmental charges which are not yet dueand payableorthat arebeing contested in good faith orthat would not reasonably be expected to have a Material Adverse Effect;

(b) Liens incidental to the normal conduct of business of the Company or any such Subsidiary or the ownership of properties and assets (including landlords’, carriers’, warehousemen’s, mechanics’, materialmen’s and other similar Liens) and Liens to secure the performance of bids, tenders, leases, or trade contracts, or to secure statutory obligations(includingobligationsunderworkerscompensation,unemploymentinsurance andothersocialsecuritylegislation),suretyorappealbondsorotherLiensincurredinthe ordinary course of business and not in connection with borrowed money;

(c) any attachment or judgment Lien, unless the judgment it secures shall not, within 60 days after the entry thereof, have been discharged or stayed pending appeal, or shall not have been discharged within 60 days after the expiration of any such stay;

(d) Liens securing Indebtedness of the Company or any of its Subsidiaries in existenceonthedateofClosingandlistedonSchedule5.15(otherthananyLienssecuring Indebtedness outstanding undertheRevolving Credit Agreement)and any Liens securing



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theextension,renewal,orreplacementofsuchIndebtedness,butonlytotheextentthatthe principal amount thereof outstanding immediately before giving effect to such extension, renewal or replacement is not increased other than for accrued and unpaid interest, customary fees, expenses and prepayment premium or similar amounts;

(e) (i) Liens (A) existing on property at the time of its acquisition by such Obligor or any such Subsidiary and not created in contemplation thereof; (B) on property (including any pledge of the Equity Interests of the special purpose entity owning such property) created contemporaneously with the acquisition of such property or within 365 days of such acquisition to secure the purchase price thereof; or (C) existing on property of a Person at the time such Person is consolidated with or merged into such Obligor or any Subsidiary and not created in contemplation thereof; provided that such Liens shall attach solely to the property acquired or constructed (including any pledge of the Equity Interests of the special purpose entity owning such property), and the principal amount of theIndebtednesssecuredbysuchLienshallnotexceedthelesserofthecostofacquisition orthefairmarketvalueofsuchpropertyatthetimeofitsacquisitiontogetherwithrelated fees and expenses for such acquisition and financing; or (ii) Liens in respect of Indebtedness refinancing any Liens described in the foregoing clauses (A) through (C) above, provided further, that the principal amount shall not be increased other than for accrued and unpaid interest, customary fees, expenses and prepayment premium or other such amount;

(f) Liens related to any cash management, investments in repurchase agreements, currency hedging, or netting arrangement in favor of any bank or financial institution;

(g) Lienscreatedwiththepriorwrittenconsentofthe RequiredHolders;

(h) Liens securing Indebtedness owed by any of Subsidiaries of the Company to an Obligor or a Wholly-Owned Subsidiary;

(i) Liens securing Indebtedness of the Company or any of its Subsidiaries so long as all obligations of the Company under the Notes are concurrently secured equally and ratably with such Indebtedness;

(j) Liens securing Indebtedness that is outstanding for no more than nine (9) months following its incurrence for the purpose of financing warehoused investments; providedthat(i)anysuchLienshallsecureonlytheassetsofsuchwarehousedinvestment (or all assets of the entity owning such warehoused investment, provided such entity only owns the warehoused investment) and any pledge of the Equity Interests of the entity owningsuchwarehousedinvestment(orallassetsoftheentityowningtheentitythatowns suchwarehousedinvestmentifallassetsofsuchentityconsistonlyoftheownershipofthe entity owning such warehoused investment and proceeds distributed therefrom), (ii) the aggregate outstanding amount (without duplication) of all Indebtedness (A) secured by Liens pursuant to this clause (j) plus (B) all Indebtedness of Subsidiaries outstanding



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pursuanttoSection10.6(f)shallnotexceed$50,000,000atanytimeand(iii)thereshallbe at least athree (3)consecutivemonth period in any twelve(12)consecutivemonth period inwhichthesumof(A)theprincipalamountofIndebtednessoutstandingsecuredbyliens pursuanttothisclause(j)plus(B)theprincipalamountofIndebtednessoutstandingunder Section 10.6(f) is zero; and

(k) other Liens securing Indebtedness of the Company or any Subsidiary not otherwisepermitted by clauses (a)through (j) above,provided that, theaggregate amount (without duplication) of (i) Indebtedness outstanding secured by Liens pursuant to this clause (k) plus (ii) all Indebtedness outstanding pursuant to Section 10.6(g), does not at any time exceed the greater of $50,000,000 and 30% of Consolidated Adjusted EBITDA (asdeterminedonaproformabasisforthemostrecentlyendedperiodoffourconsecutive fiscalquartersforwhichfinancialstatementshavebeendeliveredpursuanttoSection7.1(a)orSection7.1(b));providedfurther,thatnotwithstandingtheforegoing,the Company shall not, and shall not permit any of its Subsidiaries to, secure pursuant to this Section 10.5(k) any Indebtedness outstanding under or pursuant to any Material Credit Facility unless and until the Notes (and any guaranty delivered in connection therewith) shall concurrently be secured equally and ratably with such Indebtedness pursuant to documentation reasonably acceptable to the Required Holders in substance and in form, including an intercreditor agreement and opinions of counsel to the Company and/or any such Subsidiary, as the case may be, from counsel that is reasonably acceptable to the Required Holders.

Section10.6. Subsidiary Indebtedness.The Company will not permit any of its Subsidiaries(otherthantheSubsidiaryGuarantors)tocreate,incur,assume,permittoexistorhave outstanding or otherwise become liable with respect to, any Indebtedness except:

(a) Indebtedness owed by a Subsidiary existing at the time of Closing and set forthonSchedule5.15(otherthantheIndebtednessoutstandingundertheRevolvingCredit Agreement), and the extension, renewal, or replacement of such Indebtedness, provided thattheprincipalamountshallnotbeincreasedotherthanforaccruedandunpaidinterest, customary fees, expenses and prepayment premium or similar amounts;

(b) Indebtedness of a Subsidiary outstanding at the time such Subsidiary becomes aSubsidiary,andanyextension,renewal orreplacement thereof,andonlytothe extent that that theprincipal amount thereofoutstanding immediately beforegiving effect tosuchextension,renewalorrefundingisnotincreasedotherthanforaccruedandunpaid interest, customary fees, expenses and prepayment premium or other such amounts;

(d) Indebtednessof aSubsidiaryowingpursuanttoSection10.5(e);

(e) [reserved];



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(f) Indebtedness of a Subsidiary that is outstanding for no more than nine (9) months following its incurrence for the purpose of financing warehoused investments; provided that (i) the aggregate outstanding amount (without duplication) of all indebtedness (A) pursuant to this clause (f) plus (B) all Indebtedness outstanding secured byLienspursuanttoSection10.5(j)shallnotexceed$50,000,000atanytimeand(ii)there shallbeatleastathree(3)consecutivemonthperiodinanytwelve(12)consecutivemonth periodinwhichthesumof(A)theprincipalamountofIndebtednessoutstandingpursuant to this clause (f) plus (B)the principal amount ofIndebtedness secured by Liens pursuant to Section 10.5(j) is zero; and

(g) Indebtedness not otherwise permitted by clauses (a) through (f) above, providedthat,theaggregateamount (withoutduplication)of all Indebtedness outstanding pursuant to this clause (g) plus all Indebtedness outstanding secured by Liens pursuant to Section 10.5(k), does not at any time exceed the greater of $50,000,000 and 30% of ConsolidatedAdjustedEBITDAasdeterminedon aproformabasisforthe most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 7.1(a) or Section 7.1(b).

Section10.7.Restricted Payments. The Company will not, and will not permit its Subsidiaries to, make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except:

(a) each Subsidiary may make Restricted Payments to a Person that owns Equity Interests in such Subsidiary in accordance with the organizational documents of suchSubsidiary,butinnocasemorethansuchPerson’sratableinterestaccordingtoits

holdingsofthetypeofEquityInterestinrespectofwhichsuchRestrictedPaymentisbeing made;

(b) eachObligorandeachSubsidiarymaydeclareandmakedividendpayments or other distributions payable solely in common Equity Interests of such Person;

(c) Restricted Payments in accordance with equity incentive or other benefit plansorarrangementsformanagementoremployeesofeachObligorandeachSubsidiary;

(d) RestrictedPaymentsintheformofPermittedTaxDistributions;

(e) RestrictedPaymentspayablewithrespecttooutstandingpreferredstockof CCO Group, LLC; provided that (i) payments representing preferred return distributions are first applied by the preferred holder to make payments of accrued and unpaid interest in respect of indebtedness owing to the Company and (ii) redemption payments are first applied by the preferred holder to repay outstanding principal on such indebtedness; and

(f) eachObligormaymakeotherRestrictedPaymentssolongas(i)atthetime such Restricted Payment is made and immediately after giving effect thereto, no Default or Event of Default shall exist, (ii) immediately after giving effect thereto, the Company shall be in compliance on a pro forma basis with the Financial Covenants set forth in



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Section10.8andanyAdditionalProvision,(iii)noSpecifiedEquityContributionhasbeen madeinthefiscalquarterinwhichsuchRestricted Paymentismadeand (iv)inrespect of any other Restricted Payments made under this clause (f) during the period from the date ofClosingthroughandincludingSeptember30,2024,theaggregateamountofRestricted Paymentsmade pursuant tothisclause (f) during suchperiodshallnotexceed the sumof:

(x) 105% of the greater of (1) Consolidated Net Income for the period from July 1, 2022 through the date of the most recently ended fiscal quarter for which financial statements shallhavebeenprovidedunderSection7.1and(2)theresultof(A)ConsolidatedEBITDA forsuchperiod,minus(B)Consolidated Interest Chargesforsuchperiod; plus(y)50%of the aggregate net proceeds received by the Company after the date of Closing from the issuance of any Equity Interests of the Company.

Section10.8.FinancialCovenants.

(a) Consolidated Net Leverage Ratio.The Company will not permit the ratio of (i) Consolidated Net Funded Indebtedness as of the end of any fiscal quarter of the Company to (ii) Consolidated Adjusted EBITDA (such ratio, the “Consolidated Net Leverage Ratio”) fortheperiod offourconsecutivefiscal quarters ended on such date to be greater than 3.50 to 1.00; provided that the pro forma effect of any acquisition or divestiture shall be included as if such transaction had occurred at the beginning of the relevant period.The Consolidated Net Leverage Ratio shall be tested for such period on the date of delivery of the financial statements for such period pursuant to Section 7.1; providedfurther,thatanyEventofDefaultarisingfromthebreachofthisSection10.8(a), to the extent not cured in accordance with the cure rights below, shall be deemed to have occurred on the final day of such period.

Solely for the purposes of determining compliance with the Consolidated Net Leverage Ratio or any Additional Provision which includes a Consolidated Adjusted EBITDAcomponent(andnotforanyotherpurposeunderthisAgreement),theamountof anycash equitycontribution(whichmaybecommonequityorpreferredequitythatisnot DisqualifiedStock)madetotheCompanyonorafterthefirstdayofafiscalquarterofthe Company, and on or prior to the date that is fifteen (15) Business Days after the day on whichfinancialstatementsarerequiredtobedeliveredforsuchfiscalquarterpursuantto Section7.1(the“CureExpirationDate”),will,attherequestoftheCompany,bedeemed to be Consolidated Adjusted EBITDA received in such fiscal quarter and shall be taken into account in the calculation of such Financial Covenant(s) for any period of four fiscal quartersoftheCompany thatincludessuchfiscalquarter(anysuchequitycontributionso included in such calculation, a “Specified Equity Contribution”); provided, that a Specified Equity Contribution may not be (x) made in respect of more than two fiscal quarters in any four quarter period, (y) made more than three times prior to the Maturity Date of the Notes and (z) greater than the amount required to cause the Company to be in pro forma compliance with the Financial Covenants.The Company may give written notice to the holders that it will receive (or that it has received) a Specified Equity Contribution in respect of a fiscal quarter of the Company at any time on or after the last day of such fiscal quarter and on or prior to the Cure Expiration Date in respect of the applicable testing period and, subject to the foregoing sentence, any breach (actual or



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prospective)oftheFinancialCovenantsshallnotresultinanyDefaultorEventofDefault in respect oftheperiod offourfiscal quarters ending with such last day until theday after the Cure Expiration Date, and the holders shall not exercise any rights or remedies under any this Agreement during such period, and then an Event of Default shall be deemed to have occurred only if any such breach exists after taking into account for such determination for such period the amount of the Specified Equity Contribution, if any, made in respect of such period.

(b) Minimum Fee Earning Equity Owned and Operated.The Company will notpermit,asoftheendofanyfiscalquarter,theFeeEarningEquityOwnedandOperated to be less than $10,616,900,000.

Section10.9.Amendments to Eligible Revenue Agreements.The Company will not, and will not permit its Subsidiaries to, make, or permit the termination or making of any amendment,supplement,sideletter,waiver,modificationorsimilaragreementorarrangementin respect of any Eligible Revenue agreement or other management agreement unless, immediately aftergivingeffectthereto,theCompanyshallbeincomplianceonaproformabasiswith Section

10.8 and any Additional Provisions (determined by reference to the most recent fiscal quarter for which financial statements have been provided pursuant to Section 7.1).

Section10.10.SaleofAssets.TheCompanywillnot,andwillnotpermitanySubsidiary to, make any Disposition except Permitted Dispositions; provided that, notwithstanding the foregoing, the Company or any Subsidiary may make any Disposition so long as, (a) at the time the Company or such Subsidiary makes such Disposition and immediately after giving effect thereto, no Event of Default shall exist, (b) such Disposition is for fair market value, and (c) immediatelyaftergivingeffectthereto,the Companyshall be incomplianceonaproformabasis

withSection10.8andanyAdditionalProvision(determinedbyreferencetothemostrecentfiscal quarter for which financial statements have been provided pursuant to Section 7.1).

SECTION11. EVENTSOFDEFAULT.

An“EventofDefault”shallexist ifanyofthefollowingconditionsoreventsshalloccur and be continuing:

(a) the Company defaults in the payment of any principal or Make-Whole Amount,ifany,onanyNotewhenthesamebecomesdueandpayable,whetheratmaturity or at a date fixed for prepayment or by declaration or otherwise; or

(b) the Company defaults inthe payment of any interest on any Note for more than five (5) Business Days after the same becomes due and payable; or

(c) the Company defaults in the performance of or compliance with any term containedinSection7.1(d),Section10(otherthanSection10.5(k)and/orSection10.6(g)) or any Additional Provision (subject in the case of an Additional Provision to any applicable grace period set forth in the applicable Material Credit Facility); or



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(d) theCompanyoranySubsidiaryGuarantordefaultsintheperformanceofor compliancewithanytermcontainedherein(otherthanthosereferredtoinSections11(a),

(b)and(c))orinanyotherFinancingDocumentandsuchdefaultisnotremedied(i)inthe case of any default in the performance of or compliance with any term contained in Sections 10.5(k) or 10.6(g), within thirty (30) days after the date of the Company’s delivery,pursuanttoSection7.1,offinancialstatementsevidencingsuchdefault,and(ii), in all other cases, within thirty (30) days after the earlier of (i)a Responsible Officer obtaining actual knowledge of such default and (ii)the Company receiving written notice of such default from any holder of a Note (any such written notice to be identified as a “notice of default” and to refer specifically to this Section 11(d)); or

(e) (i) any representation or warranty made in writing by or on behalf of the Company or by any officer of the Company in any Financing Document or any writing furnished in connection with the transactions contemplated hereby proves to have been false or incorrect in any material respect on the date as of which made, or (ii) any representationorwarrantymadeinwritingbyoronbehalfofanySubsidiaryGuarantoror by any officer of such Subsidiary Guarantor in any Financing Document or any writing furnished in connection with such Financing Document proves to have been false or incorrect in any material respect on the date as of which made; or

(f) (i) the Company or any Significant Subsidiary is in default (as principal or as guarantor or other surety) in the payment of any principal of, premium or make-whole amountorinterestonanyIndebtednessthatisoutstandinginanaggregateprincipalamount ofatleast $50,000,000(oritsequivalentintherelevant currencyofpayment)beyondany period of grace provided with respect thereto, or (ii)the Company or any Significant Subsidiary is (1) in default in the performance of or compliance with any term of any evidenceofanyIndebtednessinanaggregateoutstandingprincipalamountofatleast

$50,000,000(oritsequivalentintherelevantcurrencyofpayment)orofanymortgage,

indentureorotheragreementrelatingthereto, and(2)as aconsequenceof suchdefault on such Indebtedness has become, or has been declareddue and payable before its stated maturity or before its regularly scheduled dates of payment; or

(g) the Company or any Significant Subsidiary (i)is generally not paying, or admitsinwritingitsinabilitytopay,itsdebtsastheybecomedue,(ii)files,orconsentsby answer or otherwise to the filing against it of, a petition for relief or reorganization or arrangementoranyotherpetitioninbankruptcy,forliquidationortotakeadvantageofany bankruptcy, insolvency, reorganization, moratorium or other similar law of any jurisdiction, (iii)makes an assignment for the benefit of its creditors, (iv)consents to the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to it or with respect to any substantial part of its property, or (v)is adjudicated as insolvent or to be liquidated; or

(h) acourtorotherGovernmentalAuthorityofcompetentjurisdictionentersan orderappointing,withoutconsentbytheCompanyoranyofitsSignificantSubsidiaries,a custodian, receiver, trustee or other officer with similar powers with respect to it or with respecttoanysubstantialpartofitsproperty,orconstitutinganorderforrelieforapproving



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apetitionforrelieforreorganizationoranyother petitioninbankruptcyorforliquidation or to take advantage of any bankruptcy or insolvency law of any jurisdiction, or ordering the dissolution, winding-up or liquidation of the Company or any of its Significant Subsidiaries, or any such petition shall be filed against the Company or any of its Significant Subsidiaries and such petition shall not be dismissed within 60 days; or

(i) [reserved];or

(j) one or more final non-appealable judgments or orders for the payment of money aggregating in excess of $50,000,000 (or its equivalent in the relevant currency of payment) (to the extent not paid and not covered by insurance (including, if applicable, self-insurance) or indemnities as to which the insurer or indemnitor has been notified of such judgment or order and has not denied coverage) including any such final order enforcingabindingarbitrationdecision,arerenderedagainstoneormoreoftheCompany and its Significant Subsidiaries and which judgments are not, within 60 days after entry thereof,bonded,dischargedorstayedpendingappeal,orarenotdischargedwithin60days after the expiration of such stay; or

(k) if(i)anyPlanshallfailtosatisfytheminimumfundingstandardsofERISA ortheCodeforany plan yearorpart thereofora waiverofsuch standards orextension of anyamortizationperiodissoughtorgrantedundersection412oftheCode,(ii)anoticeof intent to terminateany Plan shall have been or is reasonably expected to be filed with the PBGC or the PBGC shall have instituted proceedings under ERISA section 4042 to terminate or appoint a trustee to administer any Plan or the PBGC shall have notified the Company or any ERISA Affiliate that a Plan may become a subject of any such proceedings,(iii)thereisany“amountofunfundedbenefitliabilities”(withinthemeaning ofsection4001(a)(18)ofERISA)underoneormorePlans,determinedinaccordancewith Title IV of ERISA, (iv)the aggregate present value of accrued benefit liabilities under all fundedNon-U.S.PlansexceedstheaggregatecurrentvalueoftheassetsofsuchNon-U.S.

Plans allocable to such liabilities, (v)the Company or any ERISA Affiliate shall have incurredorisreasonablyexpectedtoincuranyliabilitypursuanttoTitleIorIVofERISA orthepenaltyorexcisetaxprovisionsoftheCoderelatingtoemployeebenefitplans,

(vi)theCompanyoranyERISAAffiliatewithdrawsfromanyMultiemployerPlan,

(vii)the Company or any Subsidiary establishes or amends any employee welfare benefit plan that provides post-employment welfare benefits in a manner that would increase the liability of the Company or any Subsidiary thereunder, (viii) the Company or any Subsidiary fails to administer or maintain a Non-U.S. Plan in compliance with the requirements of any and all applicable laws, statutes, rules, regulations or court orders or any Non-U.S. Plan is involuntarily terminated or wound up, or (ix) the Company or any Subsidiarybecomessubjecttotheimpositionofafinancialpenalty(whichforthispurpose shall mean any tax, penalty or other liability, whether by way of indemnity or otherwise) with respect to one or more Non-U.S. Plans; and any such event or events described in clauses (i)through (ix)above, eitherindividually ortogetherwith any othersuch event or events, would reasonably be expected to have a Material Adverse Effect.As used in this Section11(k),theterms “employeebenefitplan”and“employeewelfarebenefitplan” shall have the respective meanings assigned to such terms in section 3 of ERISA; or



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(l) any Financing Document, at any time after its execution and delivery and foranyreasonotherthanasexpresslypermittedhereunderorthereunderorsatisfactionin fullofall the obligations hereunder andunderany otherFinancingDocument,shallcease tobeinfullforceandeffect,anyObligororanyPersonactingonbehalfofanObligorshall contest in any manner the validity, binding nature or enforceability of any Financing Document, or the obligations of any Obligor under any Financing Document are not or cease to be legal, valid, binding and enforceable in accordance with the terms of such Financing Document.

SECTION12. REMEDIESONDEFAULT,ETC.

Section12.1.Acceleration.

(a) IfanEventofDefaultwithrespecttotheCompanydescribedin Section11(g),(h)or(i)(otherthananEventofDefaultdescribedinclause(i)of Section11(g) or described in clause (vi) of Section11(g) by virtue of the fact that such clause encompasses clause (i) of Section11(g)) has occurred, all the Notes then outstanding shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing, the Required Holdersmayatanytimeatitsortheiroption,bynoticeornoticestotheCompany,declare all the Notes then outstanding to be immediately due and payable.

(c) If any Event of Default described in Section11(a) or (b) has occurred and iscontinuing,anyholderorholdersofNotesatthetimeoutstandingaffectedbysuchEvent of Default may at any time, at its or their option, by notice or notices to the Company, declare all the Notes held by it or them to be immediately due and payable.

UponanyNotesbecomingdueandpayableunderthisSection12.1,whetherautomatically orbydeclaration,suchNoteswillforthwithmatureandtheentireunpaidprincipalamountofsuch Notes, plus (x) all accrued and unpaid interest thereon (including interest accrued thereon at the Default Rate) and (y) the Make-Whole Amount determined in respect of such principal amount, shall all be immediately due and payable, in each and every case without presentment, demand, protest or further notice, all of which are hereby waived.The Company acknowledges, and the partiesheretoagree,thateachholderofaNotehastherighttomaintainitsinvestmentintheNotes free from repayment by the Company (except as herein specifically provided for) and that the provision forpayment of aMake-Whole Amount by theCompany in the event that the Notes are prepaid or are accelerated as a result of an Eventof Default, is intended to provide compensation for the deprivation of such right under such circumstances.

Section12.2.Other Remedies.If any Default or Event of Default has occurred and is continuing,andirrespectiveofwhetheranyNoteshavebecomeorhavebeendeclaredimmediately due and payable under Section 12.1, the holder of any Note at the time outstanding may proceed to protect and enforce the rights of such holder by an action at law, suit in equity or other appropriate proceeding, whether for the specific performance of any agreement contained herein orinanyNoteoranyotherFinancingDocument,orforaninjunctionagainstaviolationofanyof



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thetermshereoforthereof,orinaidoftheexerciseofanypowergranted herebyorthereby orby law or otherwise.

Section12.3.Rescission.At any time after any Notes have been declared due and payablepursuanttoSection12.1(b)or(c),theRequiredHolders,bywrittennoticetotheCompany, may rescind and annul any such declaration and its consequences if (a)the Company has paid all overdueinterestontheNotes,allprincipalofandMake-WholeAmount,ifany,onanyNotesthat are due and payable and are unpaid other than by reason of such declaration, and all interest on suchoverdueprincipalandMake-WholeAmount,ifany,and(totheextentpermittedbyapplicable law)anyoverdueinterestinrespectoftheNotesofanySeries,attheDefaultRateforsuchSeries,

(b)neither the Company nor any other Person shall have paid any amounts which have become due solely by reason of such declaration, (c)all Events of Default and Defaults, other than non-payment of amounts that have become due solely by reason of such declaration, have been cured or have been waived pursuant to Section17, and (d)no judgment or decree has been entered for the payment of any monies due pursuant hereto or to the Notes.No rescission and annulment under this Section 12.3 will extend to or affect any subsequent Event of Default or Default or impair any right consequent thereon.

Section12.4.No Waivers or Election of Remedies, Expenses, Etc.No course of dealingandnodelayonthepartofanyholderofanyNoteinexercisinganyright,powerorremedy shall operate as awaiver thereoforotherwise prejudicesuch holder’s rights, powers orremedies. No right, power or remedy conferred by this Agreement or any other Financing Document upon any holder thereof shall be exclusive of any other right, power or remedy referred to herein or therein or now or hereafter available at law, in equity, by statute or otherwise.Without limiting theobligationsoftheCompanyunderSection15,theCompanywillpaytotheholderofeachNote ondemandsuchfurtheramountasshallbesufficienttocoverallcostsandexpensesofsuchholder incurred in any enforcement or collection under this Section 12, including reasonable attorneys’ fees, expenses and disbursements.

SECTION13. REGISTRATION;EXCHANGE;SUBSTITUTIONOFNOTES.

Section13.1.Registration of Notes.The Company shall keep at its principal executive office a register for the registration and registration of transfers of Notes.The name and address of each holder of one or more Notes, each transfer thereof and the name and address of each transferee of one or more Notes shall be registered in such register.If any holder of one or more Notes is a nominee, then (a) the name and address of the beneficial owner of such Note or Notes shall also be registered in such register as an owner and holder thereof and (b) at any such beneficial owner’s option, either such beneficial owner or its nominee may execute any amendment, waiver or consent pursuant to this Agreement.Prior to due presentment for registration of transfer, the Person in whose name any Note shall be registered shall be deemed andtreatedastheownerandholderthereofforallpurposeshereof,andtheCompanyshallnotbe affected by any notice or knowledge to the contrary.The Company shall give to any holder of a NotethatisanInstitutionalInvestorpromptlyuponrequest therefor,acompleteandcorrectcopy of the names and addresses of all registered holders of Notes.



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Section13.2.Transfer and Exchange of Notes.Upon surrender of any Note to the Companyattheaddressandtotheattentionofthedesignatedofficer(allasspecifiedin Section18(iii)), for registration of transfer or exchange (and in the case of a surrender for registration of transfer accompanied by a written instrument of transfer duly executed by the registered holder of such Note or such holder’s attorney duly authorized in writing and accompaniedbytherelevantname,addressandotherinformationfornoticesofeachtransfereeof such Note or part thereof), within ten (10) Business Days thereafter, the Company shall execute anddeliver,attheCompany’sexpense(exceptasprovidedbelow),oneormorenewNotesofsuch Series(asrequestedbytheholderthereof)inexchangetherefor,inanaggregateprincipalamount equaltotheunpaidprincipalamountofthesurrenderedNote.EachsuchnewNoteshallbepayable tosuchPersonassuchholdermayrequestandshallbesubstantiallyintheformforsuchNotefor suchSeriesofSchedule1.1(a),Schedule1.1(b)orSchedule1.1(c),asapplicable.Eachsuchnew Note shall be dated and bear interest from the date to which interest shall have been paid on the surrendered Note or dated the date of the surrendered Note if no interest shall have been paid thereon.The Company may require payment of a sum sufficient to cover any stamp tax or governmental charge imposed in respect of any such transfer of Notes.Notes shall not be transferred in denominations of less than $100,000, provided that if necessary to enable the registration of transfer by a holder of its entire holding of Notes, one Note may be in a denomination of less than $100,000.Any transferee, by its acceptance of a Note registered in its name (or the name of its nominee), shall be deemed to have made the representation set forth in Section 6.2.

Section13.3.Replacement of Notes.Upon receipt by the Company at the address and totheattentionofthedesignatedofficer(allasspecifiedinSection18(iii))ofevidencereasonably satisfactory to it of the ownership of and the loss, theft, destruction or mutilation of any Note (which evidence shall be, in the case of an Institutional Investor, notice from such Institutional Investor of such ownership and such loss, theft, destruction or mutilation), and

(a) inthecaseofloss,theftordestruction,ofindemnityreasonablysatisfactory toit(providedthat ifthe holderofsuchNoteis,orisanomineefor,an originalPurchaser oranotherholderofaNotewithaminimumnetworthofatleast$50,000,000oraQualified

InstitutionalBuyer,suchPerson’sownunsecuredagreementofindemnityshallbedeemed to be satisfactory), or

(b) inthecaseofmutilation,uponsurrenderandcancellationthereof,

within ten (10) Business Days thereafter, the Company at its own expense shall execute and deliver,inlieuthereof,anewNoteofthesameSeries,datedandbearinginterest fromthedateto which interest shall have been paid on such lost, stolen, destroyed or mutilated Note or dated the date of such lost, stolen, destroyed or mutilated Note if no interest shall have been paid thereon.

SECTION14.PAYMENTSONNOTES.

Section14.1.Place of Payment.Subject to Section 14.2, payments of principal, Make-WholeAmount,ifany,andinterestbecomingdueandpayableontheNotesshallbemadeinNew York,NewYorkattheprincipalofficeofCitibank,N.A.insuchjurisdiction.TheCompanymay



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at any time, by notice to each holder of a Note, change the place of payment of the Notes so long as such place of payment shall be either the principal office of the Company in such jurisdiction or the principal office of a bank or trust company in such jurisdiction.

Section14.2.PaymentbyWireTransfer.SolongasanyPurchaseroritsnomineeshall betheholderofanyNote,andnotwithstandinganythingcontainedinSection14.1orinsuchNote to the contrary, the Company will pay all sums becoming due on such Note for principal, Make-WholeAmount,ifany,interestandallotheramountsbecomingduehereunderbythemethodand attheaddressspecifiedforsuchpurposebelowsuchPurchaser’snameinthePurchaserSchedule, or by such other method or at such other address as such Purchaser shall have from time to time specified to the Company in writing for such purpose, without the presentation or surrender of suchNoteorthemakingofanynotationthereon,exceptthatuponwrittenrequestoftheCompany madeconcurrently with orreasonably promptly afterpayment or prepayment in full ofany Note, such Purchaser shall surrender such Note for cancellation, reasonably promptly after any such request, to the Companyat its principal executive office or at the place of payment most recently designatedbytheCompanypursuanttoSection14.1.Priortoanysaleorotherdispositionofany NoteheldbyaPurchaseroritsnominee,suchPurchaserwill,atitselection,eitherendorsethereon the amount of principal paid thereon and the last date to which interest has been paid thereon or surrendersuchNotetotheCompanyinexchangeforanewNoteorNotespursuanttoSection

13.2.The Company will afford the benefits of this Section 14.2 to any Institutional Investor that isthedirectorindirecttransfereeofanyNotepurchasedbyaPurchaserunderthisAgreementand that has made the same agreement relating to such Note as the Purchasers have made in this Section 14.2.

Section14.3.FATCAInformation.ByacceptanceofanyNote,theholderofsuchNote agrees that such holder will with reasonable promptness duly complete and deliver to the Company,ortosuchotherPersonasmaybereasonablyrequestedbythe Company,fromtimeto time (a) in the case of any such holder that is a United States Person, such holder’s United States tax identification number or other Forms reasonably requested by the Company necessary to establish such holder’s status as a United States Person under FATCA and as may otherwise be necessaryfortheCompanytocomplywithitsobligationsunderFATCAand(b)inthecaseofany suchholderthatisnotaUnitedStatesPerson,suchdocumentationprescribedbyapplicablelaw

(including as prescribed by section 1471(b)(3)(C)(i) of the Code) and such additional documentationasmaybenecessaryfortheCompanytocomplywithitsobligationsunderFATCA and to determine that such holder has complied with such holder’s obligations under FATCA or to determine the amount (if any) to deduct and withhold from any such payment made to such holder.Nothing in this Section 14.3 shall require any holder to provide information that is confidential or proprietary to such holder unless the Company is required to obtain such information under FATCA and, in such event, the Company shall treat any such information it receives as confidential.

SECTION15.EXPENSES,ETC.

Section15.1. Transaction Expenses.Whether or not the transactions contemplated hereby are consummated, the Company will pay all costs and expenses (including reasonable attorneys’ fees of not more than one special counsel, which shall be Morgan, Lewis & Bockius



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LLPand,ifreasonablyrequiredbytheRequiredHolders,localcounsel)incurredbythePurchasers and each other holder of a Note in connection with such transactions and in connection with any amendments, waivers or consents under or in respect of this Agreement or any other Financing Document(whetherornotsuchamendment,waiverorconsentbecomeseffective),including:(a) the costs and expenses incurred in enforcing or defending (or determining whether or how to enforce or defend) any rights under this Agreement or any other Financing Document or in responding to any subpoena or other legal process or informal investigative demand issued in connectionwiththisAgreementoranyotherFinancingDocument,orbyreasonofbeingaholder ofanyNote,(b)thecostsandexpenses,includingfinancialadvisors’fees,incurredinconnection with the insolvency or bankruptcy of the Company or any Subsidiary or in connection with any work-out or restructuring of the transactions contemplated hereby and by the other Financing Documents and (c) the costs and expenses incurred in connection with the initial filing of this AgreementandallrelateddocumentsandfinancialinformationwiththeSVOprovided,thatsuch costs and expenses under this clause(c) shall not exceed $8,450.If required by the NAIC, the Company shall obtain and maintain at its own cost and expense a Legal Entity Identifier (LEI).

The Company will pay, and will save each Purchaser and each other holder of a Note harmlessfrom,(i)allclaimsinrespectofanyfees,costsorexpenses,ifany,ofbrokersandfinders (otherthanthose,ifany,retainedbyaPurchaserorotherholderinconnectionwithitspurchaseof the Notes), (ii) any and all wire transfer fees that any bank or other financial institution deducts fromanypaymentundersuchNotetosuchholderorotherwisechargestoaholderofaNotewith respect to a payment under such Note and (iii) any judgment, liability, claim, order, decree, fine, penalty, cost, fee, expense (including reasonable attorneys’ fees and expenses) or obligation resultingfromtheconsummationofthetransactionscontemplatedhereby,includingtheuseofthe proceeds of the Notes by the Company.

Section15.2.Certain Taxes.The Company agrees to pay all stamp, documentary or similar taxes or fees which may be payable in respect of the execution and delivery or the enforcement ofthisAgreement oranyotherFinancingDocumenttheexecutionanddelivery(but notthetransfer)ortheenforcementofanyoftheNotesintheUnitedStatesoranyotherjurisdiction wheretheCompanyoranySubsidiaryGuarantorhasassetsorofanyamendmentof,orwaiveror consent under or with respect to, this Agreement or any other Financing Document or of any of theNotes,andtopayanyvalueaddedtaxdueandpayableinrespectofreimbursementofcosts

and expenses by theCompany pursuant to this Section 15, and will save each holder of aNoteto the extent permitted by applicable law harmless against any loss or liability resulting from nonpayment or delay in payment of any such tax or fee required to be paid by the Company hereunder.

Section15.3.Survival.The obligations of the Company under this Section 15 will survive the payment or transfer of any Note, the enforcement, amendment or waiver of any provision of this Agreement, the Notes or any other Financing Document, and the termination of this Agreement.



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SECTION16.SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the execution and delivery of this Agreement and the Notes, the purchase or transfer by any Purchaser of any Note orportionthereoforinterestthereinandthepaymentofanyNote,andmay berelieduponbyany subsequent holder of a Note, regardless of any investigation made at any time by or on behalf of such Purchaserorany otherholder of aNote, provided that such representations speak only as of the date of Closing or, if such representations by their terms refer to an earlier date, on and as of such earlier date.This Agreement, the Notes and each other Financing Document embody the entire agreement and understanding between each Purchaser and the Company and supersede all prior agreements and understandings relating to the subject matter hereof.

SECTION17.AMENDMENTANDWAIVER.

Section17.1.Requirements.This Agreement and the Notes may be amended, and the observance of any term hereof or of the Notes may be waived (either retroactively or prospectively), only with the written consent of the Company and the Required Holders, except that:

(a) no amendment or waiver of any of Sections 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as it is used therein), will be effective as to any Purchaser unless consented to by such Purchaser in writing; and

(b) no amendment or waiver may, without the written consent of each Purchaser and the holder of each Note at the time outstanding, (i) subject to Section 12 relating to acceleration or rescission, change the amount or time of any prepayment or payment of principal of, or reduce the rate or change the time of payment or method of computation of (x) interest on the Notes or (y) the Make-Whole Amount, (ii) change the percentageoftheprincipalamountoftheNotestheholdersofwhicharerequiredtoconsent to any amendment or waiver, or (iii) amend any of Sections 8 (except as set forth in the second sentence of Section 8.2), 11(a), 11(b), 12, 17 or 20.

Section17.2.Solicitation ofHoldersofNotes.

(a) Solicitation.The Company will provide each holder of a Note with sufficient information, sufficiently far in advance of the date a decision is required, to enablesuchholdertomakeaninformedandconsidereddecisionwithrespecttoany

proposed amendment, waiver or consent in respect of any of the provisions hereof or of any other Financing Document.The Company will deliver executed or true and correct copies of each amendment, waiver or consent effected pursuant to this Section 17 or any otherFinancingDocumenttoeachholderofaNotepromptlyfollowingthedateonwhich itisexecutedanddeliveredby,orreceivestheconsentorapprovalof,therequisiteholders of Notes.



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(b) Payment.The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise,orgrantany securityorprovideothercreditsupport,to anyholderofaNoteas considerationfororasan inducementtotheenteringintobysuchholderofanywaiveror amendmentofanyofthetermsandprovisionshereoforofanyotherFinancingDocument or any Note unless such remuneration is concurrently paid, or security is concurrently granted or other credit support concurrently provided, on the same terms, ratably to each holder of a Note even if such holder did not consent to such waiver or amendment.

(c) ConsentinContemplationofTransfer.Anyconsent givenpursuanttothis Section 17 or any other Financing Document by a holder of a Note that has transferred or hasagreedtotransferitsNoteto(i)theCompany,(ii)anySubsidiaryoranyotherAffiliate or (iii) any other Person in connection with, or in anticipation of, such other Person acquiring, making a tender offer for or merging with the Company and/or any of its Affiliates, in each case in connection with such consent, shall be void and of no force or effectexceptsolelyastosuchholder,andanyamendmentseffectedorwaiversgrantedor to be effected or granted that would not have been or would not be so effected or granted but for such consent (and the consents of all other holders of Notes that were acquired under the same or similar conditions) shall be void and of no force or effect except solely as to such holder.

Section17.3.Binding Effect, Etc.Any amendment or waiver consented to as provided in thisSection 17or anyother Financing Document applies equally toall holders of Notes and is bindinguponthemanduponeachfutureholderofanyNoteandupontheCompanywithoutregard towhethersuchNotehasbeenmarkedtoindicatesuchamendmentorwaiver.Nosuchamendment orwaiverwillextendtooraffectanyobligation,covenant,agreement,DefaultorEventofDefault not expressly amended or waived or impair any right consequent thereon.No course of dealing between the Company and any holder of a Note and no delay in exercising any rights hereunder orunderanyNoteoranyotherFinancingDocumentshalloperateasawaiverofanyrightsofany holder of such Note.

Section17.4.Notes Held by Company, Etc.Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Agreement or any other Financing Document, or have directed the taking of any action provided herein or in any other Financing Document to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly orindirectlyownedbytheCompanyoranyofitsAffiliatesshallbedeemednottobeoutstanding.

SECTION18. NOTICES.

Except to theextent otherwiseprovided in Section 7.4 and subject to the requirements set forth in the parentheticals in clauses (i) and (ii) below, all notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the sender on the same day sends a confirming copy of such notice by an internationally recognized overnight delivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage



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prepaid),or(c)byaninternationallyrecognizedovernightdeliveryservice(chargesprepaid).Any such notice must be sent:

(i) if to any Purchaser or its nominee, to such Purchaser or nominee at the addressspecifiedforsuchcommunicationsinthePurchaserSchedule(withacopysentto such Purchaser or nominee via e-mail at the e-mail address, if any, specified for such communicationsinthePurchaserSchedule),oratsuchotheraddressassuchPurchaseror nominee shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such address as such otherholdershallhavespecifiedtotheCompanyinwriting(withacopysenttosuchholder viae-mailatthee-mailaddress,ifany,specified forsuch communications bysuchholder in writing), or

(iii) ifto theCompany, to the Company at its address set forth at the beginning hereof to the attention of the following representatives, or at such other address as the Company shall have specified to the holder of each Note in writing:

Attention:

DavidThompson

Principal,ChiefFinancialOfficer 4700 Wilshire Boulevard

LosAngeles,CA90010 Phone:(323)860-7413

Mobile:(323)362-2085

E-mail:dthompson@cimgroup.com

JordanDembo,Esq.

Principal&ChiefLegalOfficer,Legal 4700 Wilshire Boulevard

LosAngeles,CA90010 Phone:(323)860-9546

Mobile:(310)980-4571

E-mail:jdembo@cimgroup.com

NoticesunderthisSection18willbedeemedgivenonlywhenactuallyreceived.

SECTION19. REPRODUCTIONOFDOCUMENTS.

This Agreement and all documents relating thereto, including (a) consents, waivers and modifications that may hereafter be executed, (b) documents received by any Purchaser at the Closing(excepttheNotesthemselves),and(c)financialstatements,certificatesandother

information previously or hereafter furnished to any Purchaser, may be reproduced by such Purchaser by any photographic, photostatic, electronic, digital, or other similar process and such Purchasermaydestroyanyoriginaldocumentsoreproduced.TheCompanyagreesandstipulates that, to the extent permitted by applicable law, any such reproduction shall be admissible in



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evidence as the original itself in any judicial or administrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such Purchaser in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.This Section 19 shall not prohibit the Company or any other holder of Notes from contesting any such reproduction to the same extent that it could contest the original, or from introducing evidence to demonstrate the inaccuracy of any such reproduction.

SECTION20.CONFIDENTIALINFORMATION.

For the purposes of this Section 20, “Confidential Information” means confidential information delivered to any Purchaser by or on behalf of the Company or any Subsidiary in connection with the transactions contemplated by or otherwise pursuant to this Agreement, provided that such term does not include information that (a) was publicly known or otherwise known to such Purchaser prior to the time of such disclosure, other than as a result of disclosure to such Purchaser by a third party that has or had confidentiality obligations to the Company or any Subsidiary of which such Purchaser was aware, (b) subsequently becomes publicly known throughnoactoromissionbysuchPurchaseroranyPersonactingonsuchPurchaser’sbehalf,(c) otherwisebecomesknowntosuchPurchaserotherthanthroughdisclosurebytheCompanyorany Subsidiary, other than as a result of disclosure to such Purchaser by a third party that has or had confidentialityobligationstotheCompanyoranySubsidiaryofwhichsuchPurchaserwasaware or (d) constitutes financial statements delivered to such Purchaser under Section 7.1 that are otherwisepubliclyavailable.EachPurchaserwillmaintaintheconfidentialityofsuchConfidential Information in accordance with procedures adopted by such Purchaser in good faith to protect confidentialinformationofthirdpartiesdeliveredtosuchPurchaser,providedthatsuchPurchaser may deliver or disclose Confidential Information to (i)its directors, officers, employees, agents, attorneys, trustees and affiliates (to the extent such disclosure reasonably relates to the administration of the investment represented by its Notes), provided that such Purchaser shall informeachsuchPersonoftheconfidentialnatureoftheConfidentialInformationanddirectsuch persontotreattheConfidentialInformationconfidentially,(ii)itsauditors,financialadvisorsand other professional advisors who agree to hold confidential the Confidential Information substantially in accordance with this Section 20, (iii) any other holder of any Note, (iv) any Institutional Investor to which it sells or offers to sell such Note or any part thereof or any participation therein (if such Person has agreed in writing priorto its receipt ofsuch Confidential Information to be bound by this Section 20), (v) any Person from which it offers to purchase any Security of the Company (if such Person has agreed in writing prior to its receipt of such Confidential Information to be bound by this Section 20), (vi) any federal or state regulatory authorityhavingjurisdictionoversuchPurchaser,(vii)theNAICortheSVOor,ineachcase,any similarorganization,oranynationallyrecognizedratingagencythatrequiresaccesstoinformation about such Purchaser’s investment portfolio, or (viii) any other Person to which such delivery or disclosuremaybenecessaryorappropriate(w)toeffectcompliancewithanylaw,rule,regulation or order applicable to such Purchaser, (x) in response to any subpoena or other legal process, (y) inconnectionwithanylitigationtowhichsuchPurchaserisapartyor(z)ifanEventofDefault

has occurred and is continuing, to the extent such Purchaser may reasonably determine such delivery and disclosure to be necessary or appropriate in the enforcement or for the protection of



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the rights and remedies under such Purchaser’s Notes, this Agreement or any other Financing Document; providedthat each Purchaser shall be responsible for any unpermitted disclosure of Confidential Information that results from the actions or omission of any of such Purchaser’s directors,officers,employees,agents,attorneys,trustees,affiliatesauditors,financialadvisorsand other professional advisors; provided, further, that each Purchaser shall, to the extent practicable and to the extent permitted by applicable law and solely with respect to delivery or disclosure under(viii)(w),(viii)(x),or(viii)(y)ofthisSection20,endeavortoprovidetheCompany,priorto disclosure,withwrittennoticeofanyrequestorrequirementtodiscloseConfidentialInformation such that the Company may seek a protective order or other appropriate remedy.Each holder of aNote,byitsacceptanceofaNote,willbedeemedtohaveagreedtobeboundbyandtobeentitled to the benefits of this Section 20 as though it were a party to this Agreement.On reasonable request by the Company in connection with the delivery to any holder of a Note of information required to be delivered to such holder under this Agreement or requested by such holder (other than a holder that is a party to this Agreement or its nominee), such holder will enter into an agreement with the Company embodying this Section 20.

IntheeventthatasaconditiontoreceivingaccesstoinformationrelatingtotheCompany or its Subsidiaries in connection with the transactions contemplated by or otherwise pursuant to this Agreement or any other Financing Document, any Purchaser or holder of a Note is required to agree to a confidentiality undertaking (whether through Intralinks, another secure website, a secure virtual workspace or otherwise) which is different from this Section 20, this Section 20 shall not be amended thereby and, as between such Purchaser or such holder and the Company, this Section 20 shall supersede any such other confidentiality undertaking.

SECTION21.SUBSTITUTION OFPURCHASER.

Each Purchaser shall have the right to substitute any one of its Affiliates or another Purchaser or any one of such other Purchaser’s Affiliates (a “Substitute Purchaser”) as the purchaseroftheNotesthatithasagreedtopurchasehereunder,bywrittennoticetotheCompany, which notice shall be signed by both such Purchaser and such Substitute Purchaser, shall contain such Substitute Purchaser’s agreement to be bound by this Agreement and shall contain a confirmationbysuchSubstitutePurchaseroftheaccuracywithrespecttoitoftherepresentations set forth in Section 6.Upon receipt of such notice, any reference to such Purchaser in this Agreement(otherthaninthisSection21),shallbedeemedtorefertosuchSubstitutePurchaserin lieu of such original Purchaser.In the event that such Substitute Purchaser is so substituted as a Purchaser hereunder and such SubstitutePurchaserthereaftertransfers to such original Purchaser alloftheNotesthenheldbysuchSubstitutePurchaser,uponreceiptbytheCompanyofnoticeof suchtransfer,anyreferencetosuchSubstitutePurchaserasa“Purchaser”inthisAgreement(other thaninthisSection21),shallnolongerbedeemedtorefertosuchSubstitutePurchaser,but shall refer to such original Purchaser, and such original Purchaser shall again have all the rights of an original holder of the Notes under this Agreement.

SECTION22.MISCELLANEOUS.

Section22.1.SuccessorsandAssigns.Allcovenantsandotheragreementscontainedin this Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their



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respective successors and assigns (including any subsequent holder of a Note) whether so expressed or not, except that, subject to Section 10.2, the Company may not assign or otherwise transferanyofitsrightsorobligationshereunderorundertheNotesorunderanyotherFinancing Documentwithoutthepriorwrittenconsentofeachholder.NothinginthisAgreement,expressed or implied, shall be construed to confer upon any Person (other than the parties hereto and their respective successors and assigns permitted hereby)any legal orequitable right, remedy or claim under or by reason of this Agreement.

Section22.2.AccountingTerms.

(a) All accounting terms used herein which are not expressly defined in this Agreement have the meanings respectively given to them in accordance with GAAP. Exceptasotherwisespecificallyprovidedherein,(i)allcomputationsmadepursuanttothis AgreementshallbemadeinaccordancewithGAAP,and(ii)allfinancialstatementsshall bepreparedinaccordancewithGAAP.Forpurposesofdeterminingcompliancewiththis Agreement (including Section 9, Section 10, any Additional Provision and the definition of “Indebtedness”), any election by the Company to measure any financial liability using fair value (as permitted by Financial Accounting Standards Board Accounting Standards CodificationTopicNo.825-10-25–FairValueOption,InternationalAccountingStandard 39 – Financial Instruments: Recognition and Measurement or any similar accounting standard)shallbedisregardedandsuchdeterminationshallbemadeasifsuchelectionhad not been made.

(b) Notwithstanding anything to the contrary herein, at no time and under no circumstancesshallanylease,whichisorwouldbedeemedbyGAAPasineffectpriorto December31, 2015 to be an operating lease, be treated as aCapital Lease forpurposes of this Agreement, including, without limitation, in determining compliance with any Additional Financial Covenant, Section 10 or the calculation of any of the defined terms used therein, regardless of whether GAAP or any other form of accounting standards are being applied at any such time or under any such circumstances.

(c) Each of the holders of the Notes by its acceptance thereof understands and agreeswiththeCompanythatifinthereasonableopinionoftheCompanyortheRequired Holders a change in GAAP occurs which causes a change in any of the calculations contemplatedbythisAgreement,including,withoutlimitation,calculationswithregardto the covenants contained in Section 10 hereof, then and in such event, if the Company or the Required Holders so request, such holders and the Company shall undertake in good faithtoamendanyaffectedprovisionsofthisAgreementsoastohaveaneffectcomparable tothatasofthedateofthisAgreement andtoaccommodatesuchchangein GAAPandto enter into an amendment hereof to reflect the same, such amendment to be in form and substancesatisfactorytotheCompanyandtheRequiredHolders;providedthat,untilsuch provision is amended ina manner satisfactory to the Company and the Required Holders, theCompany’scompliancewithsuchprovisionshallbedeterminedonthebasisofGAAP as in effect and applied immediately before the relevant change became effective. In the eventthatsuchachangeinGAAPcausestheCompanytoviolateanyofthecovenants



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contained in Section 10 hereof or otherwise causes a Default or Event of Default to occur atatimewhennootherDefaultorEventofDefaultexists,thenandinsuchevent,anything inthisAgreementtothe contrarynotwithstanding,noDefaultorEventofDefaultwillbe causedbysuch changein GAAPforaperiodof90daysfollowingtheeventwhichwould otherwise be treated as a Default or Event of Default, and the Company shall, notwithstanding anything in Section 11 to the contrary, have 90 days from and after the date of the occurrence of such event within which to enter into an amendment with the Required Holders as herein below contemplated.

The procedure for amending this Agreement pursuant to this Section 22.2(c) shall be as follows:

(i) theCompanyandtheRequiredHoldersmay,atanytimefollowinganysuch change in GAAP, and the Company shall, within 15 days of the occurrence of the event which would otherwise be treated as a Default or an Event of Default due to a change in GAAP, prepare and deliver to each holder of the Notes and to the Purchasers’ Special Counsel(inthecaseofanamendmentrequestedbytheCompany)andtotheCompany(in the case of an amendment requested by the Required Holders) a proposed form of amendment;

(ii) the holders of the Notes (in the case of an amendment requested by the Company) or the Company (in the case of an amendment requested by the Required Holders) shall, within 30 days of receipt of the proposed form of amendment, deliver to the Company (in the case of an amendment requested by the Company) or to the holders of the Notes (in the case of an amendment requested by the Required Holders) their collective or its, as the case may be, response to the proposed amendment;

(iii) inthecase oftheoccurrenceof aneventwhich wouldotherwisebe treated asaDefaultoranEventofDefaultduetoachangeinGAAP,thepartiesshallnegotiatein good faith toward the execution of the amendment contemplated by this Section 22.2(c) until the 90th day following the occurrence of such event; in any other case in which the CompanyortheRequiredHoldersrequestsanamendmentpursuanttothisSection22.2(c), the parties shall negotiate in good faith toward the execution of the amendment contemplatedbythisSection22.2(c)untilthe90thdayfollowingdeliveryoftheproposed form of amendment;

(iv) intheeventthepartiesareunabletocometoanagreementontheformand substance of the amendment during any such 90- day period, the Company’s compliance with such provision shall be determined on the basis of GAAP as in effect and applied immediatelybeforetherelevantchangebecameeffective,untilsuchprovisionisamended in a manner satisfactory to the Company and the Required Holders; and

(v) until such provision is amended in a manner satisfactory to the Company and the Required Holders in accordance with this Section 22.2(c), each set of financial statements delivered to holders of Notes pursuant to Section 7.1(a) or (b) shall include detailed reconciliations reasonably satisfactory to the Required Holders as to the effect of such changein GAAP on thecalculation ofthe covenants contained in Section 10 hereof.



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Section22.3. Severability.Any provision of this Agreement that is prohibited or unenforceableinanyjurisdictionshall,astosuchjurisdiction,beineffectivetotheextentofsuch prohibitionorunenforceabilitywithoutinvalidatingtheremainingprovisionshereof,andanysuch prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

Section22.4.Construction, Etc.Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such an express contrary provision)bedeemedtoexcusecompliancewithanyothercovenant.Whereanyprovisionherein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.

Defined terms herein shall apply equally to the singular and plural forms of the terms defined.Whenever the context may require, any pronoun shall include the corresponding masculine,feminineand neuterforms.Thewords “include,”“includes”and“including”shallbe deemed to befollowed by thephrase“without limitation.”Theword “will”shall beconstrued to havethesamemeaningandeffectastheword“shall.”Unlessthecontextrequiresotherwise

(a)any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein) and, for purposes of the Notes, shall also include any such notes issued in substitution therefor pursuant to Section 13, (b)subject to Section 22.1, any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c)the words “herein,” “hereof” and “hereunder,” and words of similar import, shall be construedtorefertothisAgreementinitsentiretyandnottoanyparticularprovisionhereof,(d)all references herein to Sections and Schedules shall be construed to refer to Sections of, and Schedules to, this Agreement, and (e) any reference to any law or regulation herein shall, unless otherwise specified, refer to such law or regulation as amended, modified or supplemented from time to time.

Section22.5.Counterparts; Electronic Signatures.This Agreement may be executed in any number of counterparts, each of which shall be an original but all of which together shall constituteoneinstrument.Eachcounterpartmayconsistofanumberofcopieshereof,eachsigned by less than all, but together signed by all, of the parties hereto.The parties agree to electronic contractingandsignatureswithrespecttothisAgreementandanyotherFinancingDocument(but not,fortheavoidanceofdoubt,theNotes).Deliveryofanelectronicsignatureto,orasignedcopy ofthisAgreementorany otherFinancingDocument(otherthantheNotes) byfacsimile,emailor otherelectronictransmissionshallbefullybindingonthepartiestothesameextentasthedelivery of the signed originals and shall be admissible into evidence for all purposes.The words “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Agreement and any other Financing Document (otherthantheNotes)shallbedeemedtoincludeelectronicsignatures,theelectronicmatchingof assignment terms and contract formations on electronic platforms approved by the Company, or thekeeping ofrecords inelectronicform,eachofwhichshallbeofthesamelegaleffect,validity



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or enforceability as a manually executed signature or the use of a paper-based recordkeeping system,asthecasemaybe,totheextentandasprovidedforinanyapplicablelaw,includingthe

Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.Notwithstanding the foregoing, if any Purchaser or any holder of Notes shall request manually signed counterpart signatures to this Agreement or any other Financing Document, the Company hereby agrees to use its reasonable endeavors to provide (or cause the applicable Subsidiary Guarantor to provide) such manually signed signature pages as soon as reasonably practicable.

Section22.6. Governing Law.This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New Yorkexcludingchoice-of-lawprinciplesofthelawofsuchStatethatwouldpermittheapplication of the laws of a jurisdiction other than such State.

Section22.7.JurisdictionandProcess;WaiverofJuryTrial.

(a) The Company irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sitting in the Borough of Manhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Agreement, the NotesoranyotherFinancingDocument.Tothefullestextentpermittedbyapplicablelaw, the Company irrevocably waives and agrees not to assert, by way of motion, as a defense or otherwise, any claim that it is not subject to the jurisdiction of any such court, any objection that it may now or hereafter have to the laying of the venue of any such suit, action orproceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) TheCompanyagrees,tothefullestextentpermittedbyapplicablelaw,that afinaljudgmentinanysuit,actionorproceedingofthenaturereferredtoinSection22.7(a) broughtinanysuchcourtshallbeconclusiveandbindinguponitsubjecttorightsofappeal, as the case may be, and may be enforced in the courts of the United States of America or theStateofNewYork(oranyothercourtstothejurisdictionofwhichitoranyofitsassets is or may be subject) by a suit upon such judgment.

(c) The Company consents to process being served by or on behalf of any holderofNotesinanysuit,actionorproceedingofthenaturereferredtoinSection22.7(a) by mailing a copy thereof by registered, certified priority or express mail (or any substantiallysimilarformofmail),postageprepaid,returnreceiptordeliveryconfirmation requested,toitatitsaddressspecifiedinSection18oratsuchotheraddressofwhichsuch holder shall then have been notified pursuant to said Section.The Company agrees that such service upon receipt (i)shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii)shall, to the fullest extent permitted byapplicablelaw,betakenandheldtobevalidpersonalserviceuponandpersonaldelivery to it.Notices hereunder shall be conclusively presumed received as evidenced by a



DB 1/ 130775800.17

deliveryreceiptfurnishedbytheUnitedStatesPostalServiceoranyreputablecommercial delivery service.

(d) NothinginthisSection22.7shallaffecttherightofanyholderofaNoteto serveprocess inany mannerpermittedbylaw, orlimitanyrightthattheholdersofanyof

the Notes may have to bring proceedings against the Company in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(e) THE PARTIES HERETO HEREBY WAIVE TRIAL BY JURY IN ANY ACTIONBROUGHTONORWITHRESPECTTOTHISAGREEMENT,THENOTES OR ANY OTHER FINANCING DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THEREWITH.

Section22.8. Divisions.For all purposes hereunder and under the other Financing Documents, if in connection with any division or plan of division pursuant to Section 18-217 of the Delaware Limited Liability Company Act law (or any comparable event under a different jurisdiction’s laws) (a “Division”): (a) any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) any new Person comes into existence, such new Person shall be deemed to have been organized by the holders of its Equity Interests at such time. Any reference in any Financing Document to a merger, consolidation, amalgamation, assignment, sale, Disposition or transfer, or similar term, shall be deemed to apply to a Division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a Division or allocation), as if it were a merger, consolidation, amalgamation, assignment, sale, Disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any Division of a limited liability company shall constitute a separate Person under the Financing Documents (and each Division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person) on the first date of its existence.

[Remainderofpageintentionallyleftblank.Signaturepagesfollow.]



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If you are in agreement with the foregoing, please sign the form of agreement on a counterpartof this Agreement and returnit to the Company,whereuponthis Agreement shall become a binding agreementbetweenyou and the Company.

Verytrulyyours,

CIMGROUPMANAGEMENT,LLC,

aDelawarelimitedliabilitycompany

By: /s/ David Thompson

Name:DavidThompson

Its: ChiefFinancialOfficer

[SignaturePagetoNotePurchaseAgreement-CIMGroupManagement,LLC]



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ThisAgreementishereby acceptedand agreedtoas of the date hereof.

ALLIANZLIFE INSURANCECOMPANYOFNORTH AMERICA

By:Pacific InvestmentManagementCompanyLLC,itssub-advisor

By: /s/Harin de Silva Name:Harin de Silva

Title: ManagingDirector

TALCOTTRESOLUTIONLIFEINSURANCECOMPANY

By:Pacific Investment ManagementCompanyLLC,itsmanager

By: /s/Harin de Silva Name:Harin de Silva

Title: ManagingDirector

TALCOTTLIFERE,LTD.

By:Pacific Investment ManagementCompanyLLC,itsmanager

By: /s/Harin de Silva Name:Harin de Silva

Title: ManagingDirector

[SignaturePagetoNotePurchaseAgreement-CIMGroupManagement,LLC]



DB 1/ 130775800.17

THEGUARDIANLIFEINSURANCECOMPANYOF AMERICA

By: /s/ Amy Carrol

Name: Amy Carroll

Title: Managing Director

[SignaturePagetoNotePurchaseAgreement-CIMGroupManagement,LLC]



DB 1/ 130775800.17

PACIFICLIFEINSURANCECOMPANY

By:/s/ Matthew Levene Name: Matthew Levene

Title:AssistantVicePresident

[SignaturePagetoNotePurchaseAgreement-CIMGroupManagement,LLC]



DB 1/ 130775800.17

NATIONALLIFEINSURANCECOMPANY

By: /s/ Paul Koenig Name: Paul Koenig

Title:HeadofPortfolioManagement National Life Group

LIFEINSURANCECOMPANYOFTHE SOUTHWEST

By: /s/ Paul Koenig Name: Paul Koenig

Title:HeadofPortfolioManagement National Life Group

[SignaturePagetoNotePurchaseAgreement-CIMGroupManagement,LLC]



DB 1/ 130775800.17

DEFINEDTERMS

As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

“Acceptable Rating Agency” means Fitch, Moody’s, S&P, DBRS, or Kroll, so long as, ineachcase,anysuchcreditratingagencycontinuestobeanationallyrecognizedstatisticalrating organizationrecognizedbytheSECandisapprovedasa“CreditRatingProvider”(orothersimilar designation) by the NAIC.

“AdditionalProvision”isdefinedinSection9.11(a).

“Affiliate” means, at any time, and with respect to any Person, any other Person that at such time directly or indirectly through one or more intermediaries Controls, or is Controlled by, orisundercommonControlwith,suchfirstPerson.Unlessthecontextotherwiseclearlyrequires, any reference to an “Affiliate” is a reference to an Affiliate of the Company.

“Agreement” means this Note Purchase Agreement, including all Schedules attached to this Agreement.

“Anti-Corruption Laws” means any law or regulation in a U.S. or any non-U.S. jurisdiction regarding bribery or any other corrupt activity, including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010.

“Anti-MoneyLaunderingLaws”meansanylaworregulationinaU.S.oranynon-U.S. jurisdiction regarding money laundering, drug trafficking, terrorist-related activities or other money laundering predicate crimes, including the Currency and Foreign Transactions Reporting Act of 1970 (otherwise known as the Bank Secrecy Act) and the USA PATRIOT Act.

“BelowInvestmentGradeRating AcceptanceNotification Date” is defined in Section

8.9(a).

“BelowInvestmentGradeRatingNotice”isdefinedinSection8.9(a).

“BelowInvestmentGradeRatingOffer”isdefinedinSection8.9(a).

“BelowInvestmentGradeRatingPrepaymentDate”isdefinedinSection8.9(a).

“BlockedPerson”means(a)aPersonwhosenameappearsonthelistofSpecially

DesignatedNationalsandBlockedPersonspublishedbyOFAC,(b)aPerson,entity,organization, country or regime that is blocked or a target of sanctions that have been imposed under U.S. Economic Sanctions Laws or (c) a Person that is an agent, department or instrumentality of, or is otherwise beneficially owned by, controlled by or acting on behalf of, directly or indirectly, any Person, entity, organization, country or regime described in clause (a) or (b).



DB 1/ 130775800.17

SCHEDULE A

(to Note Purchase Agreement)

“Business Day” means (a) for the purposes of Section 8.6 only, any day other than a Saturday, a Sunday or a day on which commercial banks in New York City are required or authorizedtobeclosed,and(b)forthepurposesofanyotherprovisionofthisAgreement,anyday otherthanaSaturday,aSundayoradayonwhichcommercialbanksinNewYork,NewYorkare required or authorized to be closed.

“Capital Lease” means, at any time, a lease with respect to which the lessee is required concurrentlytorecognizetheacquisitionofanassetandtheincurrenceofaliabilityinaccordance with GAAP.

“ChangeofControl”meansanyofthefollowingevents:

(a) at any time prior to the creation of a Public Market, Permitted Investors shall cease to Control the Company; or

(b) anytimeonorafterthecreationofaPublicMarket,any“person”or“group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) other than a PermittedInvestororanyemployeebenefitplanorpersonactinginitscapacityastrustee, agentorotherfiduciaryoradministratorofsuchplan,shallbecomethe“beneficialowner” (asdefinedinRules13d-3and13d-5ofExchangeAct),directlyorindirectly,ofmorethan 50.0% of the outstanding voting Equity Interests of the Company on a fully diluted basis.

“ChangeofControlAcceptanceNoticeDate”isdefinedinSection8.7(a).

“ChangeofControlNotice”isdefinedinSection8.7(a).

“ChangeofControlOffer”isdefinedinSection8.7(a).

“ChangeofControlPrepaymentDate”isdefinedinSection8.7(a).

“CIM Founding Principals” means any of Shaul Kuba, Richard Ressler or Avraham Shemesh.

“CIM Fund” means (a) any single-investor or commingled investment vehicle, fund, partnership, limited liability company or account that is sponsored, managed and/or serviced (or co-sponsored, co-managed and/or co-serviced), directly or indirectly, by an Obligor or any of its Subsidiaries or (b) any entity that, upon an Obligor’s or an Obligor’s Subsidiary’s making an investmentthereinoracquiringmanagementrightswithrespectthereto,wouldconstituteanentity described in clause (a) of this definition.

“Closing”isdefinedinSection3.

“Code” means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder from time to time.



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“Company”isdefinedinthefirstparagraphofthisAgreement.

“ConfidentialInformation”isdefinedinSection20.

“Consolidated Adjusted EBITDA” means, for any period, for the Company and its Subsidiariesonaconsolidatedbasis,anamountequalto(a)ConsolidatedEBITDAforsuch

period,minus(b)totheextentincludedincalculatingConsolidatedEBITDAforsuchperiod,any unpaid Eligible Revenues accrued during such period that have been extended and/or deferred beyond their original stated due date with the approval and/or agreement of the payee (including any such Eligible Revenues that have been subordinated as permitted under this Agreement), providedthatifanyEligibleRevenuesareexcludedinanygivenperiodduetothefactthatitwas extended and/or deferred under clause (b), such Eligible Revenues shall be included in Consolidated Adjusted EBITDA in the period in which it is paid.

“ConsolidatedEBITDA”means,foranyperiod,fortheCompanyanditsSubsidiarieson a consolidated basis, without duplication, an amount equal to the sum of (a) Consolidated Net Income for such period, plus(b) the following to the extent deducted in calculating such Consolidated Net Income for such period: (i) Consolidated Interest Charges for such period; (ii) theprovisionforfederal,state,localandforeignincometaxes(orsimilartaxesimposedinlieuof incometax)payableforsuchperiod(iii)theamountofdepreciationandamortizationexpensefor such period; (iv) amortization of intangibles (including goodwill) and organization costs; (v) any extraordinary,non-recurring,unusualorexceptionallosses,chargesandexpensesforsuchperiod, including without limitation, non-recurring severance payments, sales of assets, early extinguishment or restructuring of indebtedness (including prepayment premiums), acquisitions costs, reorganizations costs, write-offs, forgiveness of debt, placement fees, fund organizational expenses;(vi)non-cashchargesforsuchperiod,includingamortizationorotherexpensesforstock options and other equity compensation and impairment charges or expenses; and (viii) net unrealized losses (gains), including unrealized performance allocation or incentive fee expense (revenue).

“Consolidated Interest Charges” means, for any period, for the Company and its Subsidiariesonaconsolidatedbasis,thesumof(a)allinterest,premiumpayments,debtdiscount, fees,chargesandrelatedexpensesinrespectofIndebtedness(includingdividendsondisqualified stock), in each case to the extent treated as interest in accordance with GAAP, (b) the portion of rent expense with respect to such period under Capital Leases that is treated as interest in accordance with GAAP, (c) the implied interest component of synthetic lease obligations with respect to such period and (d) net losses on hedge agreements or other derivative instruments entered into for the purpose of hedging interest rate risk.

“ConsolidatedNetIncome”means,foranyperiod,fortheCompanyanditsSubsidiaries ona consolidatedbasis, thenet income (excluding extraordinary gains and losses)for thatperiod as determined in accordance with GAAP.

“Consolidated Net Funded Indebtedness” means, as of any date of determination with respect to the Company and its Subsidiaries at such date, determined on a consolidated basis in accordance with GAAP,without duplication, (a) the sum of: (i) the outstanding principal amount



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of all obligations for borrowed money (including the obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (ii) the maximum amount available to be drawn under issued and outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (ii) all obligations in respect of the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business) to the extent if and when suchobligationsare recognizedas aliabilityunderGAAP;(iv) allpurchasemoneyindebtedness;

(v) all attributable Indebtedness; (vi) all Disqualified Stock; (vii) all Guaranties with respect to Indebtednessofthetypesspecifiedinclauses(i)through(vi)ofanotherpersontotheextentofthe reasonably estimated liability of the Company and its Subsidiaries; and (viii) all Indebtedness of the types referred to in clauses (i) through (vii) of any partnership in which the Company or any Subsidiary is a general partner, except to the extent that Indebtedness is expressly made non-recoursetosuchperson;providedthatConsolidatedNetFundedIndebtednessshallnotinclude(1) any guaranteed Indebtedness for which recourse to such borrower is contractually limited to liability for customary recourse exceptions; (2) any so-called carry or completion guarantee; (3) any Indebtedness arising under any hedging or netting arrangementprior to the occurrence of a termination event with respect thereto; (4) operating leases and trade liabilities incurred in the ordinary course of business and payable in accordance with customary or past practices; (5) prepaid or deferred revenue arising in the ordinary course of business and not overdue for more than60days;(6)purchasepriceholdbacksarisingintheordinarycourseofbusiness;(7)earn-out obligations until such obligations become a liability in accordance with GAAP; (8) any Indebtedness of employees of the Company or any of its Subsidiaries that is guaranteed by the Company or any Subsidiary for the benefit of such employees to invest in the Company, its Subsidiaries or a CIM Fund, as part of an employee investment plan; and (9) any obligations incurredunderERISAintheordinarycourseofbusiness,less(b)thesumofunrestrictedcashand cash equivalents free and clear of all Liens (other than (x) Liens in favor of the Noteholders (or their collateral agent) or holders of other Indebtedness secured equally and ratably with or on a junior basis to the Notes and (y) Liens (not securing any Indebtedness) in favor of depositary institutionsorothercustomaryliensarisingbyoperationoflaw)asofthedateofdeterminationas of the date of determination.

“ConsolidatedNetLeverageRatio”isdefinedinSection10.8(a).

“Control” means the beneficial ownership, direct or indirect, of more than 50% of the outstandingvotingEquityInterestsofaPersononafully-dilutedbasisandthepowertoappointa majority of the board of directors or other most senior governing board of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “Controlled” and “Controlling” shall have meanings correlative to the foregoing.

“Controlled Entity” means (a) any of the Subsidiaries of the Company and any of their ortheCompany’s respectiveControlled Affiliates and (b)ifthe Company has a parent company, such parent company and its Controlled Affiliates.

“CureExpiration Date” is defined in Section 10.8(a). “DBRS”meansDBRS,Inc.,andanysuccessorthereto.



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“DebtRating”meansthedebtratingofeachSeriesoftheNotesasdeterminedfromtime to time by any Acceptable Rating Agency.

“Default” means an event or condition the occurrence or existence of which would, with the lapse of time or the giving of notice or both, become an Event of Default.

“DefaultRate”meansthatrateofinterestperannumthatisthegreaterof(a)2.0%above therateof intereststatedinclause(a) of thefirstparagraphof the Notes or(b)2.0% over therate

ofinterestpubliclyannouncedbyCitibank,N.A.inNewYork,NewYorkasits“base”or“prime” rate.

“DisclosureDocuments”isdefinedinSection5.3.

“Disposition” means the sale, transfer, license, lease or other disposition of any property byanyObligororanySubsidiary,includinganysale,assignment, transferorotherdisposal,with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

“DisqualifiedStock”means,anyEquityInterestintheCompanyoritsSubsidiariesthat

(a)maturesorismandatorilyredeemable,otherthananEquityInterestwhichisredeemablesolely in exchange for other Equity Interests; (b) is convertible into or exchange or exercisable for Consolidated Net Funded Indebtedness; or (c) is redeemable at the option of its holder, in whole or in part, other than Equity Interests which are redeemable solely in exchange for other Equity Interests which are not “Disqualified Stock”, in each case on or prior to the Maturity Date.

“EDGAR”meanstheSEC’sElectronicDataGathering,AnalysisandRetrievalSystemor any successor SEC electronic filing system for such purposes.

“Eligible Revenue Percentage” means (a) at any time Fee Earning Equity Owned and Operated is less than $13,271,126,000, 80% of Eligible Revenues and (b) at all other times, 70% of Eligible Revenues.

“Eligible Revenues” means Management Fees, reimbursements, realized incentive fees, and realized performance allocations paid or payable to the Company or any Subsidiary.

“EnvironmentalLaws”meansanyandallfederal,state,local,andforeignstatutes,laws, regulations,ordinances,rules,judgments,orders,decrees,permits,concessions,grants,franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to Hazardous Materials.

“ERISA”meanstheEmployeeRetirementIncomeSecurityActof1974andtherulesand regulations promulgated thereunder from time to time in effect.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is treated as a single employer together with the Company under section 414 of the Code.



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“Estate Planning Entity” means with respect to any individual, (a) any trust, the beneficiariesofwhichareprimarilysuchindividualand/oranyImmediateFamilyRelative,or(b) anycorporation,partnership,limitedliabilitycompanyorotherentitythatisprimarilyownedand controlled,directlyorindirectly,bysuchindividual,anyImmediateFamilyRelativeand/oranyof the persons described in clause (a).

“EventofDefault”isdefinedinSection11.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the holder thereof to purchaseoracquireanysuchEquityInterest.AsusedinthisAgreement,“EquityInterests”shall not include convertible Indebtedness unless and until such Indebtedness has been converted to capital stock.

“ExchangeAct”meanstheSecuritiesExchangeActof1934.

“FATCA” means (a) sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materiallymoreoneroustocomplywith),togetherwithanycurrentorfutureregulationsorofficial interpretations thereof, (b)any treaty, law orregulation ofany otherjurisdiction, orrelating to an intergovernmental agreement between the United States of America and any other jurisdiction, which (in either case) facilitates the implementation of the foregoing clause (a), and (c) any agreements entered into pursuant to section 1471(b)(1) of the Code.

“Fee Earning Equity Owned and Operated” means, at any time, the sum of (a) the aggregatenetassetvaluebeforeincentivefeeallocationsofallCIMFunds thatgenerate(directly and/orthroughinvestments)anyEligibleRevenuesfortheCompanyand/oranyofitsSubsidiaries and/or any entities jointly owned with a co-sponsor, co-manager or co-servicer based upon the sponsorship, management and/or servicing by the Company or any Subsidiary, as most recently reportedbytheCompanyoranyAffiliateoftheCompany(and/or,inthecaseofanyco-sponsored, co-managed or co-serviced CIM Fund, by any co-sponsor, co-manager or co-servicer) to the investors in such CIM Funds, plus (b) the aggregate amount, at the applicable report date(s), of unfunded commitments to all CIM Funds; provided that with respect to any CIM Fund that is cosponsored,co-managedand/orco-servicedbya personthat isnotanAffiliateoftheCompany, the Fee Earning Equity Owned and Operated of such CIM Fund shall at any time be equal to the Obligors’ pro rata share of such CIM Fund’s net asset value before incentive fee allocations and unfundedcommitments(asdeterminedbytheCompanyingoodfaithbasedontherelativeamount of asset management fees and other similar fees then being earned by the Obligors or their subsidiaries and by the other co-sponsor, co-manager and/or co-servicer of such CIM Fund).

“FinancialCovenant”meansanycovenant(whethersetforthasacovenant,undertaking, event of default, restriction or other provision, including in related definitions and any provision related to the treatment of operating leases in connection with such covenant) that requires the Company or any Subsidiary to achieve or maintain a stated level of financial condition or performance and includes, without limitation, any requirement that the Company or any Subsidiary:



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(a) maintain a specified level of net worth, shareholders’ equity, total assets, cash flow or net income;

(b) maintain any relationship of any component of its capital structure to any other component thereof (including, without limitation, the relationship of indebtedness, senior indebtedness or subordinated indebtedness to total capitalization or to net worth); and

(c) maintain any measure of its ability to service its indebtedness (including, without limitation, exceeding any specified ratio of revenues, cash flow or net income to indebtedness, interest expense, rental expense, capital expenditures and/or scheduled payments of indebtedness).

“FinancingDocuments”means,collectively,thisAgreement,theNotes,eachSubsidiary Guaranty, each Guarantor Supplement, and any other agreement, certificate and/or instrument executedand/ordeliveredinconnectiontherewith,eachasmaybeamended,restatedorotherwise modified from time to time.

“Fitch”meansFitch, Inc.,andanysuccessorthereto.

“Form10-K”isdefinedinSection7.1(b).

“Form10-Q”isdefinedinSection7.1(a).

“GAAP”means(a)generallyacceptedaccountingprinciplesasineffectfromtimetotime intheUnitedStatesofAmericaand(b)forpurposesofSection9.6,withrespecttoanySubsidiary, generally accepted accounting principles (including International Financial Reporting Standards, asapplicable) asineffectfromtimetotimeinthejurisdictionoforganizationofsuchSubsidiary.

“GovernmentalAuthority”means

(a) thegovernmentof

(i) the United States of America or any state or other political subdivision thereof, or

(ii) any other jurisdiction in which the Company or any Subsidiary conducts all or any part of its business, or which asserts jurisdiction over any properties of the Company or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

“GovernmentalOfficial”meansanygovernmentalofficialoremployee,employeeofany government-owned or government-controlled entity, political party, any official of a political party,candidateforpoliticaloffice,officialofanypublicinternationalorganizationoranyoneelse acting in an official capacity.



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“GuarantorSupplement”isdefinedinSection9.7(a)(i).

“Guaranty”means,withrespecttoanyPerson,anyobligation(excepttheendorsementin theordinarycourseofbusinessofnegotiableinstrumentsfordepositorcollection)ofsuchPerson guaranteeingorineffectguaranteeinganyindebtedness,dividendorotherobligationofanyother Person in any manner, whether directly or indirectly, including obligations incurred through an agreement, contingent or otherwise, by such Person:

(a) to purchase such indebtedness or obligation or any property constituting security therefor;

(b) to advance or supply funds (i)for the purchase or payment of such indebtedness or obligation, or (ii)to maintain any working capital or other balance sheet condition or any income statement condition of any other Person or otherwise to advance or make available funds for the purchase or payment of such indebtedness or obligation;

(c) to lease properties or to purchase properties or services primarily for the purposeofassuringtheownerofsuchindebtednessorobligationoftheabilityofanyother Person to make payment of the indebtedness or obligation; or

(d) otherwise to assure the owner of such indebtedness or obligation against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under any Guaranty, the indebtedness or other obligations that are the subject of such Guaranty shall be assumed to be direct obligations of such obligor.

“Hazardous Materials” means any and allpollutants, toxicorhazardous wastesorother substancesthatmightposeahazardtohealthandsafety,theremovalofwhichmayberequiredor the generation, manufacture, refining, production, processing, treatment, storage, handling, transportation,transfer,use,disposal,release,discharge,spillage,seepageorfiltrationofwhichis or shall be restricted, prohibited or penalized by any applicable law, including asbestos, urea formaldehyde foam insulation, polychlorinated biphenyls, petroleum, petroleum products, lead based paint, radon gas or similar restricted, prohibited or penalized substances.

“holder” means, with respect to any Note, the Person in whose name such Note is registeredintheregistermaintainedbytheCompanypursuanttoSection13.1,provided,however, that if such Person is a nominee, then for the purposes of Sections 7, 12, 17.2 and 18 and any relateddefinitionsinthisScheduleA,“holder”shallmeanthebeneficialownerofsuchNotewhose name and address appears in such register.

“Immediate Family Relative” means an individual’s lineal descendants (including any such descendants by adoption), siblings, parents, spouse, former spouses, current civil union partner, former civil union partners and the estates, guardians, custodians or other legal representatives of any of the foregoing.



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“INHAMExemption”isdefinedinSection6.2(e).

“Indebtedness”withrespecttoanyPersonmeans,atanytime,withoutduplication,

(a) itsliabilitiesforborrowedmoneyanditsredemptionobligationsinrespect of mandatorily redeemable Preferred Stock;

(b) its liabilities for the deferred purchase price of property acquired by such Person(excludingaccountspayablearisingintheordinarycourseofbusinessbutincluding

allliabilitiescreatedorarisingunderanyconditionalsaleorothertitleretentionagreement with respect to any such property);

(c) (i)allliabilitiesappearingonitsbalancesheetinaccordancewithGAAPin respect ofCapital Leases and (ii)all liabilities which would appearon its balancesheet in accordance with GAAP in respect of Synthetic Leases assuming such Synthetic Leases were accounted for as Capital Leases;

(d) all liabilities for borrowed money secured by any Lien with respect to any propertyownedbysuchPerson(whetherornotithasassumedorotherwisebecomeliable for such liabilities);

(e) allitsliabilitiesinrespectoflettersofcreditorinstrumentsservingasimilar function issued or accepted for its account by banks and other financial institutions (whether or not representing obligations for borrowed money);

(f) the aggregate Swap Termination Value of all Swap Contracts of such Person; and

(g) any Guaranty of such Person with respect to liabilities of a type described in any of clauses (a) through (f) hereof.

Indebtedness ofanyPersonshallincludeallobligationsofsuch Person ofthecharacterdescribed in clauses (a) through (g) to the extent such Person remains legally liable in respect thereof notwithstanding that any such obligation is deemed to be extinguished under GAAP.

“Institutional Investor” means (a) any Purchaser of a Note, (b)any holder of a Note holding(togetherwithoneormoreofitsaffiliates)morethan5%oftheaggregateprincipalamount of the Notes then outstanding, (c)any bank, trust company, savings and loan association or other financial institution, any pension plan, any investment company, any insurance company, any brokerordealer,oranyothersimilarfinancialinstitutionorentity,regardlessoflegalform,and

(d) anyRelatedFundofanyholderof anyNote.

“InvestmentAdvisersAct”meanstheInvestmentAdvisersActof1940,asamendedand the rules and regulations of the SEC thereunder, as modified or interpreted by orders of the SEC, or other interpretative releases or letters issued by the SEC or its staff, all as from time to time in



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effect, or any successorlaw, rules orregulations, and any referenceto any statutory orregulatory provision shall be deemed to be a reference to any successor statutory or regulatory provision.

“InvestmentGrade”isdefinedinthedefinitionof“InvestmentGradeRating”.

“InvestmentGradeRating”meansaDebtRatingassignedtotheNotesfromatleastone Acceptable Rating Agency equal to or higher than (a) BBB- (or the equivalent) by Fitch, S&P, Kroll or DBRS, or (b) Baa3 by Moody’s (such ratings under clause (a) and clause (b) being “Investment Grade”); provided, that:

(i) ifatanytimetherearetwoDebtRatingsassignedtotheNotesfrom Acceptable Rating Agencies, and the lower of such Debt Ratings that is in full force and effect (nothavingbeenwithdrawn)islessthanInvestmentGrade,thentheNotesshallbedeemednotto have an “Investment Grade Rating”;

(ii) if at any time there are three or more Debt Ratings assigned to the Notes from Acceptable Rating Agencies, and the then second lowest of such Debt Ratings thatis infullforceandeffect(nothavingbeenwithdrawn)islessthanInvestmentGrade,thentheNotes shallbedeemednottohavean “Investment GradeRating”(provided, fortheavoidanceofdoubt, if two or more of such Debt Ratings are equal or equivalent as the lowest such Debt Rating, then oneofsuchequalorequivalentDebtRatingswillbedeemedtobethesecondlowestDebtRating for purposes of such determination); and

(iii) if the Company shall have failed to maintain a Debt Rating or receiveanddelivertotheholdersoftheNotesaPrivateRatingLetterfromatleastoneAcceptable RatingAgency,ineachcaseasrequiredpursuanttoSection9.10,thenthe Notesshallbedeemed not to have an “Investment Grade Rating”.

“Key Employees” means any of Bethany Chang, Jeff Columbus, Jordan Dembo, Robert Dupree, Jennifer Gandin, Adam Gibbons, Ryan Harter, Michael Hoverman, Nick Morosoff, Mukya Porter Jason Schreiber, Jolly Singh, David Thompson, Emily Vande Krol and any other employeeoftheCompanyoranyofitsSubsidiariesthatispromotedtoordesignateda“Principal.”

“Kroll”meansKrollBondRatingAgency,LLC,andanysuccessorthereto.

“Lien” means, with respect to any property, any mortgage, lien, pledge, charge, security interestorothersimilarencumbranceonsuchproperty,oranyinterestortitleofanyvendor,lessor, lender or other secured party to or of such property under any conditional sale or other title retention agreement or Capital Lease, upon or with respect to such property.

“Make-WholeAmount”isdefinedinSection8.6.

“Management Fees” means any fund management fees, property management fees, developmentfees,leasingorsalescommissionsoranyothersimilarfees(butfortheavoidanceof doubt excluding any incentive fees, performance allocations, or carried interest) paid or payable to the Company or any Subsidiary.



DB 1/ 130775800.17

A-9

“Material” means material in relation to the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, operations, affairs, financial condition, assets or properties of the Company and its Subsidiaries taken as awhole, (b)the ability oftheCompany and theSubsidiary Guarantors, taken as awhole to perform their respective obligations under this Agreement or the Notes (in respect of the Company)oranySubsidiaryGuaranty(inrespectofanySubsidiaryGuarantor)or(c)thevalidity or enforceability of this Agreement, the Notes or any other Financing Document.

“Material Credit Facility” means, as to the Company and its Subsidiaries, any agreement(s) creating or evidencing indebtedness for borrowed money entered into by the Company or any Subsidiary, or in respect of which the Company or any Subsidiary is an obligor orotherwiseprovidesaguaranteeorothercreditsupport(“CreditFacility”),inaprincipalamount outstanding or available for borrowing equal to or greater than $50,000,000 (or the equivalent of suchamountintherelevantcurrencyofpayment, determinedasofthedateoftheclosingofsuch facility based on the exchange rate of such other currency).

“MaturityDate”isdefinedinthefirst paragraph ofeachNote.

“Memorandum”isdefinedinSection5.3.

“Moody’s”meansMoody’sInvestorsServices, Inc.andanysuccessorthereto.

“Multiemployer Plan” means any Plan that is a “multiemployer plan” (as such term is defined in section 4001(a)(3) of ERISA).

“NAIC”meanstheNationalAssociationofInsuranceCommissioners.

“Non-U.S. Plan” means any plan, fund or other similar program that (a) is established or maintainedoutsidetheUnitedStatesofAmericabytheCompanyoranySubsidiaryprimarilyfor thebenefitofemployeesoftheCompanyoroneormoreSubsidiaries residingoutsidetheUnited States of America, which plan, fund or other similar program provides, or results in, retirement income, a deferral of income in contemplation of retirement or payments to be made upon termination of employment, and (b) is not subject to ERISA or the Code.

“Notes”isdefinedinSection1.1.

“Obligors”meanstheCompanyandeachSubsidiaryGuarantor.

“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.

“OFAC Sanctions Program” means any economic or trade sanction that OFAC is responsible for administering and enforcing.A list of OFAC Sanctions Programs may be found at http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx.



DB 1/ 130775800.17

A-10

“Officer’s Certificate” means a certificate of a Senior Financial Officer or of any other officer of the Company whose responsibilities extend to the subject matter of such certificate.

“Original Subsidiary Guarantors” means, collectively, CIM Controlled Company Management, LLC, a Delaware limited liability company; CIM Atlanta Manager, LLC, a Delaware limited liability company; CIM Service Provider, LLC, a Delaware limited liability company;CIMCapitalSAManagement,LLC,aDelawarelimitedliabilitycompany;CCOGroup, LLC, a Delaware limited liability company; CIM Real Estate Finance Management, LLC, a Delaware limited liability company; CREIAdvisors, LLC, an Arizona limited liability company; CIM Management, Inc., a California corporation; CIM Group, L.P., a California limited partnership;CIMSBAStaffing,LLC,aDelawarelimitedliabilitycompany;246SpringStreet

(NY) Manager, LLC, a Delaware limited liability company; 432 Park Management, LLC, a Delaware limited liability company; CIM Group Hotel, LLC, a California limited liability company; CIM Real Estate Services, LLC, a Delaware limited liability company; CIM NY Management, LLC, a New York limited liability company; CIM TX Management, LLC, a Delaware limited liability company; CIM Capital, LLC, a Delaware limited liability company; CIM Capital Securities Management, LLC, a Delaware limited liability company; CIM Capital RE DebtManagement, LLC, a Delaware limited liability company; CIM Capital Real Property Management, LLC, a Delaware limited liability company; CIM Capital Controlled Company Management, LLC, aDelaware limitedliabilitycompany;CIMCapital ICManagement, LLC,a Delaware limited liability company; CIM Lending Services, LLC, a Delaware limited liability company; and CIM RE Debt Management, LLC, a Delaware limited liability company; L-55 Hawthorne Co-Investor Manager, LLC, a Delaware limited liability company; H-55 Hawthorne REIT Manager, LLC, a Delaware limited liability company; CMMT Partners GP, LLC, a Delaware limited liability company; CMMT Korea GP, LLC, a Delaware limited liability company; CIM Opportunity Zone Fund SLP, LLC, a Delaware limited liability company; CIM EPICIIQOFSLP,LLCaDelawarelimitedliabilitycompany;H-TurtleCreekVillageCo-Investor Manager, LLC, a Delaware limited liability company; CMMT SLP, LLC, a Delaware limited liability company; CIM SMA I Sponsor, LLC, a California limited liability company; CIM InfrastructureSLP,LLC,aCalifornialimitedliabilitycompany;CIMInfrastructureIISLP,LLC, a Delaware limited liability company; CIM Infrastructure III SLP, LLC, a Delaware limited liability company; CIM Fund IX SLP, LLC, a Delaware limited liability company; CIM Urban Income Investments GP, LLC, a Delaware limited liability company; S-9th Avenue Co-Investor Manager,LLC,aDelawarelimitedliabilitycompany;andCIMIncomeNAVManagement,LLC, a Delaware limited liability company.

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Permitted Dispositions” means (a) Dispositions of assets in the ordinary course of business on fair and reasonable terms, (b) Dispositions of property by an Obligor to any other Obligor or to a Wholly-Owned Subsidiary, (c) Dispositions by any Subsidiary which is not an Obligor to another Subsidiary, (d) Dispositions of obsolete, damaged, uneconomic or worn out assets, or assets no longer used or useful in the conduct of the Obligors’ business and (e) Dispositions consisting of Restricted Payments permitted in accordance with Section 10.7.



DB 1/ 130775800.17

A-11

“PermittedInvestors”means(a)anyoftheCIMFoundingPrincipals,(b)anyoftheKey Employees(excludinganysuchKeyEmployeeswhowerenotKeyEmployeesatleasttwelve(12) monthspriortoobtainingamajorityormoreoftheoutstandingEquityInterestsoftheCompany);

(c) anyImmediateFamilyRelativeofanyoftheCIMFoundingPrincipalsorKeyEmployees;(d) anyEstatePlanningEntityforthebenefitofanyperson(s)describedinclauses(a)through(c),(e) anyfamilycharitablefoundationoverwhichanyperson(s)describedinsubclauses(a)through(c) has direction, (f) Mitsui & Co., Ltd. and its controlled affiliates, (g) Sabre Investments LLC and its controlled affiliates and (h) any group (as defined in section 13(d) of the Exchange Act) containinganyoftheforegoing“PermittedInvestors”solongassuchmembersofsuchgroupown and control legal and beneficially at least 50.1% of the outstanding voting Equity Interests of the group.

“Permitted Tax Distributions”means, for each taxable year (or portion thereof) of the CompanyforwhichtheCompanyistreatedasadisregardedentityorpartnershipforU.S.federal, stateand/orlocalincometaxpurposes,distributionstotheCompany’sdirectowner(s)tofundthe

U.S. federal, state and/or local income tax liability of such owner(s) (or, if a direct owner is a disregarded entity or partnership for U.S. federal, state and/or local income tax purposes, of the Company’sultimateindirectowner(s))forsuchtaxableyear(orportionthereof)attributabletothe operations and activities of the Company (and those of any Subsidiaries that are treated as disregardedentitiesorpartnershipsforU.S.federal,stateand/orlocalincometaxpurposes),inan amount not to exceed the product of (a) the amount of net taxable income (for the avoidance of doubt,calculatedinaccordancewiththeassumptionsandlimitationssetforthinthisdefinition)of the Company (and the Company’s allocable share of the net taxable income of any Subsidiaries that are treated as disregarded entities or partnerships for U.S. federal, state and/or local income tax purposes) for such taxable year (or portion thereof), reduced by net taxable loss or tax credit of the Company (and the Company’s allocable share of the net taxable loss or tax credit of any Subsidiaries that are treated as disregarded entities or partnerships for U.S. federal, state and/or local income tax purposes) with respect to the current taxable year and all prior taxable years (or portions thereof) to the extent deductible or creditable against such taxable income and to the extent such loss or credit has not previously been applied to reduce taxable income under this clause (a), times (b) the maximum combined U.S. federal, state and local income tax rates applicable to such income for such taxable year (or portion thereof) applicable to an individual residing in New York City, taking into account the character of the Company’s income, the deductibility (and any limitations thereon) of state and local income taxes and the deductibility (and any limitations thereon) of expenses.

“Person” means an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization, business entity or governmental authority.

“Plan”meansan“employeebenefitplan”(asdefinedinsection3(3)ofERISA)subjectto TitleIofERISAthatisor,withintheprecedingfiveyears,hasbeenestablishedormaintained,or to which contributions are or, within the preceding five years, have been made or required to be made, by the Company or any ERISA Affiliate or with respect to which the Company or any ERISA Affiliate may have any liability.



DB 1/ 130775800.17

A-12

“Preferred Stock”meansanyclass ofcapital stockofaPerson thatispreferredoverany other class of capital stock (or similar equity interests) of such Person as to the payment of dividends or the payment of any amount upon liquidation or dissolution of such Person.

“Private Rating Letter” means a letter issued by an Acceptable Rating Agency in connection with any private debt rating for a Series of the Notes, which (a) sets forth the Debt RatingforsuchSeriesoftheNotes,(b)referstothePrivatePlacementNumberissuedbyStandard &Poor’sCUSIPBureauServiceinrespectofsuchSeriesoftheNotes,(c)addressesthelikelihood of payment of both principal and interest on the Notes (which requirement shall be deemed satisfiedifeither(x)suchletterincludesconfirmationthattheratingreflectstheAcceptableRating Agency’s assessment of the Company’s ability to make timely payment of principal and interest ontheNotesorasimilarstatementor(y)suchletterissilentastotheAcceptableRatingAgency’s assessment of the likelihood of payment of both principal and interest and does not include any indicationtothecontrary),(d)includessuchotherinformationdescribingtherelevanttermsofthe

Notes as may be required from time to time by the SVO or any other Governmental Authority having jurisdiction over any holder of any Notes and (e) shall not be subject to confidentiality provisionsorotherrestrictionswhichwouldpreventorlimittheletterfrombeingshared withthe SVO or any other Governmental Authority having jurisdiction over any holder of any Notes.

“Private Rating Rationale Report” means, with respect to any Private Rating Letter, a report issued by the Acceptable Rating Agency in connection with such Private Rating Letter setting forth an analytical review of the Notes explaining the transaction structure, methodology relied upon, and, as appropriate, analysis of the credit, legal, and operational risks and mitigants supporting the assigned Private Rating for the relevant Series of the Notes, in each case, on the letterheadoftheAcceptableRatingAgencyoritscontrolledwebsiteandgenerallyconsistentwith the work product that an Acceptable Rating Agency would produce for a similar publicly rated security and otherwise in form and substance generally required by the SVO or any other GovernmentalAuthorityhavingjurisdictionoveranyholderofanyNotesfromtimetotime.Such report shall not be subject to confidentiality provisions or other restrictions which would prevent or limit the report from being shared with the SVO or any other Governmental Authority having jurisdiction over any holder of any Notes.

“property”or“properties”means,unlessotherwisespecificallylimited,realorpersonal property of any kind, tangible or intangible, choate or inchoate.

“PTE”isdefinedinSection6.2(a).

“PublicMarket”means(a)aPublicOfferinghasbeenconsummatedor(b)theCompany has a class of Equity Interests registered under Section 12(b) or 12(g) of the Exchange Act.

“Public Offering” means a public offering of the Equity Interests of the Company in an underwritten primary public offering (other than a public offering pursuant to a registration statementonFormS-8(orsuccessorform))oradirectlisting,ineachcase,pursuanttoaneffective registration statement filed with the SECin accordance with the Securities Act (whether alone or in connection with a secondary public offering).



DB 1/ 130775800.17

A-13

“Purchaser” or “Purchasers” means each of the purchasers that has executed and deliveredthisAgreementtotheCompanyandsuchPurchaser’ssuccessorsandassigns(solongas anysuchassignmentcomplieswithSection13.2),provided,however,thatanyPurchaserofaNote that ceases to be the registered holder or a beneficial owner (through a nominee) of such Note as the result of a transfer thereof pursuant to Section 13.2 shall cease to be included within the meaning of “Purchaser” of such Note for the purposes of this Agreement upon such transfer.

“Purchasers’SpecialCounsel”isdefinedinSection4.4.

“Purchaser Schedule” means the Purchaser Schedule to this Agreement listing the Purchasers of the Notes and including their notice and payment information.

“Qualified Institutional Buyer” means any Person who is a “qualified institutional buyer” within the meaning of such term as set forth in Rule 144A(a)(1) under the Securities Act.

“QPAMExemption”isdefinedinSection6.2(d).

“RelatedFund”means,withrespecttoanyholderofanyNote,anyfundorentitythat

(a) investsin Securitiesor bank loans,and (b)isadvised or managed bysuch holder, the same investment advisor as such holder or by an affiliate of such holder or such investment advisor.

“Required Holders” means at any time on or after the Closing, the holders of more than 50% in principal amount of the Notes at the time outstanding (exclusive of Notes then owned by the Company or any of its Affiliates).

“Responsible Officer” means any Senior Financial Officer and any other officer of the Company with responsibility for the administration of the relevant portion of this Agreement.

“Restricted Payment” means any dividend or other distribution (whether in cash, securities or other property) with respect to any Equity Interests of any Person, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, defeasance, acquisition, cancellation or termination of any such Equity Interests or on account of any return of capital to such Person’s stockholders, partners or members (or the equivalent Person thereof), or any option, warrant or other right to acquire any such dividend or other distribution or payment.

“Revolving Credit Agreement” means that certain Amended and Restated Revolving Credit Agreement, dated December 17, 2019, among the Company, the Lenders (as defined therein) from time to time party thereto and Comerica Bank, as administrative agent, including any renewals, extensions, amendments, supplements, restatements, replacements or refinancings thereof.

“S&P”meansStandard&Poor’sRatingServices,aStandard&Poor’sFinancialServices LLC business, and any successor thereto.

“SEC”meanstheSecuritiesandExchangeCommissionoftheUnitedStatesofAmerica.



DB 1/ 130775800.17

A-14

“Securities” or “Security” shall have the meaning specified in section2(1) of the Securities Act.

“Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder from time to time in effect.

“SeniorFinancialOfficer”meansthechieffinancialofficer,principalaccountingofficer, treasurer or comptroller of the Company.

“Series”meansanyone ormoreSeriesofNotesissuedhereunder.

“SeriesANotes”isdefinedinSection1.1(a). “SeriesBNotes”isdefinedinSection1.1(b). “SeriesCNotes”isdefinedinSection1.1(c).

“Significant Subsidiary” means at any time any Subsidiary that would at such time constitute a “significant subsidiary” (as such term is defined in Regulation S-X of the SEC as in effect on the date of the Closing) of the Company.

“Source”isdefinedinSection6.2.

“SpecifiedEquityContribution”isdefinedinSection10.8(a).

“State Sanctions List” means a list that is adopted by any state Governmental Authority within the United States of America pertaining to Persons that engage in investment or other commercial activities in Iran or any other country that is a target of economic sanctions imposed under U.S. Economic Sanctions Laws.

“Subsidiary”means,astoanyPerson,anyotherPersoninwhichsuchfirstPersonorone ormoreofitsSubsidiariesorsuchfirstPersonandoneormoreofitsSubsidiariesownssufficient equity or voting interests to enable it or them (as a group) ordinarily, in the absence of contingencies,toelectamajorityofthedirectors(orPersonsperformingsimilarfunctions)ofsuch second Person, and any partnership or joint venture if more than a 50% interest in the profits or capitalthereofisownedbysuchfirstPersonoroneormoreofitsSubsidiariesorsuchfirstPerson andoneormoreofitsSubsidiaries(unlesssuchpartnershiporjointventurecananddoesordinarily take major business actions without the prior approval of such Person or one or more of its Subsidiaries).Unless the context otherwise clearly requires, any reference to a “Subsidiary” is a reference to a Subsidiary of the Company.

“SubsidiaryGuarantor”meansisdefinedinSection1.2 “Subsidiary Guaranty” is defined in Section 1.2. “Substitute Purchaser” is defined in Section 21.

“SVO”meanstheSecuritiesValuationOfficeoftheNAIC.



DB 1/ 130775800.17

A-15

“Swap Contract” means (a)any and all interest rate swap transactions, basis swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps,commodityoptions,forwardcommoditycontracts,equityorequityindexswapsoroptions, bondorbond priceorbondindexswapsoroptionsorforwardforeign exchangetransactions, cap transactions, floor transactions, currency options, spot contracts or any other similar transactions oranyoftheforegoing(includinganyoptionstoenterintoanyoftheforegoing),and(b)any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditionsof,orgovernedby,anyformofmasteragreementpublishedbytheInternationalSwaps and Derivatives Association, Inc. or any International Foreign Exchange Master Agreement.

“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a)for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b)for anydatepriortothedatereferencedinclause(a),theamounts(s)determinedasthemark-to-market

values(s) for such Swap Contracts, as determined based upon one or more mid-market or otherreadily available quotations provided by any recognized dealer in such Swap Contracts.

“SyntheticLease”means,atanytime,anylease(includingleasesthatmaybeterminated by the lessee at any time) of any property (a)that is accounted for as an operating lease under GAAPand(b)inrespectofwhichthelesseeretainsorobtainsownershipofthepropertysoleased for U.S. federal income tax purposes, other than any such lease under which such Person is the lessor.

“UnitedStatesPerson”hasthemeaningsetforthinSection7701(a)(30)oftheCode.

“USA PATRIOT Act” means United States Public Law 107-56, Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT ACT) Act of 2001 and the rules and regulations promulgated thereunder from time to time in effect.

“U.S. Economic Sanctions Laws” means those laws, executive orders, enabling legislation or regulations administered and enforced by the United States pursuant to which economic sanctions have been imposed on any Person, entity, organization, country or regime, including the Trading with the Enemy Act, the International Emergency Economic Powers Act, the Iran Sanctions Act, the Sudan Accountability and Divestment Act and any other OFAC Sanctions Program.

“Wholly-OwnedSubsidiary”means,atanytime,anySubsidiaryalloftheequityinterests (exceptdirectors’qualifyingshares,employeeandprofit-sharinginterests)andvotinginterestsof which are owned by any one or more of the Company and the Company’s other Wholly-Owned Subsidiaries at such time.



DB 1/ 130775800.17

A-16

SCHEDULE 1.1(a) [FORMOFSERIESANOTE]

CIMGROUPMANAGEMENT,LLC

6.42%SERIESASENIORNOTEDUEAUGUST30,2029

No.RA-[] [],[]

$[] PPN12761* AA2

FORVALUERECEIVED,theundersigned,CIMGROUPMANAGEMENT,LLC

(hereincalledthe“Company”),alimitedliabilitycompanyorganizedandexistingunderthelaws of the State of Delaware, hereby promises to pay to [], or registered assigns, the principal sum of []DOLLARS (orsomuchthereofasshallnothavebeen prepaid) on August 30, 2029 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a)on the unpaid balance hereof at the rate of 6.42% per annum from thedatehereof, payablesemiannually, on the28th day of February and the30th day ofAugust in each year, commencing with theFebruary 28 orAugust 30 next succeeding thedate hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b)to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the Default Rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

Payments of principal of, interest on and any Make-Whole Amount with respect to this Note are to be made in lawful money of the United States of America at Citibank, N.A. in New York,NewYorkoratsuchotherplaceastheCompanyshallhavedesignatedbywrittennoticeto the holder of this Note as provided in the Note Purchase Agreement referred to below.

This Note is one of a series of Series A Senior Notes (herein called the “Notes”) issued pursuanttotheNotePurchaseAgreement,datedAugust30,2022(asfromtimetotimeamended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof.Each holder of this Note will be deemed, by its acceptancehereof,tohave(i)agreedtotheconfidentialityprovisionssetforthinSection20ofthe Note Purchase Agreement and (ii)made the representation set forth in Section6.2 of the Note Purchase Agreement.Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

This Note is a registered Note and, as provided in the Note Purchase Agreement, upon surrenderof thisNotefor registrationof transfer accompaniedby a written instrument oftransfer dulyexecuted,bytheregisteredholderhereoforsuchholder’sattorneydulyauthorizedinwriting, a new Note for a like principal amount will be issued to, and registered in the name of, the transferee.Priortoduepresentmentforregistrationoftransfer,theCompanymaytreatthePerson

SCHEDULE 1.1(a)

(to Note Purchase Agreement)



DB 1/ 130775800.17

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

ThisNoteissubject toprepayment,inwholeorfromtimetotimeinpart, atthetimesand on the terms specified in the Note Purchase Agreement, but not otherwise.

IfanEventofDefaultoccursandiscontinuing,theprincipalofthisNotemaybedeclared orotherwisebecomedueandpayableinthemanner,attheprice(includinganyapplicableMake-Whole Amount) and with the effect provided in the Note Purchase Agreement.

This Note shall be construed and enforced in accordance with, and the rights of the Company and the holder of this Note shall be governed by, the law of the State of New York excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

CIMGROUPMANAGEMENT,LLC

ByName:

Title:

SCHEDULE 1.1(a)

(to Note Purchase Agreement)

-2-



DB 1/ 130775800.17

SCHEDULE 1.1(b) [FORMOFSERIESBNOTE]

CIMGROUPMANAGEMENT,LLC

6.50%SERIESBSENIORNOTEDUEAUGUST30,2032

No.RB-[] [],[]

$[] PPN12761*AB0

FORVALUERECEIVED,theundersigned,CIMGROUPMANAGEMENT,LLC

(hereincalledthe“Company”),alimitedliabilitycompanyorganizedandexistingunderthelaws of the State of Delaware, hereby promises to pay to [], or registered assigns, the principal sum of []DOLLARS (orsomuchthereofasshallnothavebeen prepaid) on August 30, 2032 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a)on the unpaid balance hereof at the rate of 6.50% per annum from thedatehereof, payablesemiannually, on the28th day of February and the30th day ofAugust in each year, commencing with theFebruary 28 orAugust 30 next succeeding thedate hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b)to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the Default Rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

This Note is one of a series of Series B Senior Notes (herein called the “Notes”) issued pursuanttotheNotePurchaseAgreement,datedAugust30,2022(asfromtimetotimeamended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof.Each holder of this Note will be deemed, by its acceptancehereof,tohave(i)agreedtotheconfidentialityprovisionssetforthinSection20ofthe Note Purchase Agreement and (ii)made the representation set forth in Section6.2 of the Note Purchase Agreement.Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

SCHEDULE 1.1(b)

(to Note Purchase Agreement)



DB 1/ 130775800.17

in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

ThisNoteissubject toprepayment,inwholeorfromtimetotimeinpart, atthetimesand on the terms specified in the Note Purchase Agreement, but not otherwise.

CIMGROUPMANAGEMENT,LLC

ByName:

Title:

SCHEDULE 1.1(b)

(to Note Purchase Agreement)

-2-



DB 1/ 130775800.17

SCHEDULE 1.1(c) [FORMOFSERIESCNOTE]

CIMGROUPMANAGEMENT,LLC

6.75%SERIESCSENIORNOTEDUEAUGUST30,2034

No.RC-[] [],[]

$[] PPN12761*AC8

FORVALUERECEIVED,theundersigned,CIMGROUPMANAGEMENT,LLC

(hereincalledthe“Company”),alimitedliabilitycompanyorganizedandexistingunderthelaws of the State of Delaware, hereby promises to pay to [], or registered assigns, the principal sum of []DOLLARS (orsomuchthereofasshallnothavebeen prepaid) on August 30, 2034 (the “Maturity Date”), with interest (computed on the basis of a 360-day year of twelve 30-day months) (a)on the unpaid balance hereof at the rate of 6.75% per annum from thedatehereof, payablesemiannually, on the28th day of February and the30th day ofAugust in each year, commencing with theFebruary 28 orAugust 30 next succeeding thedate hereof, and on the Maturity Date, until the principal hereof shall have become due and payable, and (b)to the extent permitted by law, (x) on any overdue payment of interest and (y) during the continuance of an Event of Default, on such unpaid balance and on any overdue payment of any Make-Whole Amount, at a rate per annum from time to time equal to the Default Rate, payable semiannually as aforesaid (or, at the option of the registered holder hereof, on demand).

This Note is one of a series of Series C Senior Notes (herein called the “Notes”) issued pursuanttotheNotePurchaseAgreement,datedAugust30,2022(asfromtimetotimeamended, the “Note Purchase Agreement”), between the Company and the respective Purchasers named therein and is entitled to the benefits thereof.Each holder of this Note will be deemed, by its acceptancehereof,tohave(i)agreedtotheconfidentialityprovisionssetforthinSection20ofthe Note Purchase Agreement and (ii)made the representation set forth in Section6.2 of the Note Purchase Agreement.Unless otherwise indicated, capitalized terms used in this Note shall have the respective meanings ascribed to such terms in the Note Purchase Agreement.

SCHEDULE 1.1(c)

(to Note Purchase Agreement)



DB 1/ 130775800.17

transferee.Priortoduepresentmentforregistrationoftransfer,theCompanymaytreatthePerson in whose name this Note is registered as the owner hereof for the purpose of receiving payment and for all other purposes, and the Company will not be affected by any notice to the contrary.

ThisNoteissubject toprepayment,inwholeorfromtimetotimeinpart, atthetimesand on the terms specified in the Note Purchase Agreement, but not otherwise.

CIMGROUPMANAGEMENT,LLC

ByName:

Title:

SCHEDULE 1.1(c)

(to Note Purchase Agreement)

-2-



DB 1/ 130775800.17

SCHEDULE1.2

FORMOFSUBSIDIARYGUARANTY

Seeattached.

SCHEDULE 1.2

(to Note Purchase Agreement)



DB 1/ 130775800.17

GUARANTYAGREEMENT

ThisGuarantyAgreement,datedAugust30,2022(this“GuarantyAgreement”),ismade by each of the undersigned (each a “Guarantor” and, together with each of the other signatories hereto and any other entities from time to time parties hereto pursuant toSection 14.1 hereof, the “Guarantors”) in favor of the Purchasers (as defined below) and the other holders from time to timeoftheNotes(asdefinedbelow).ThePurchasersandsuchotherholdersarehereincollectively called the “holders” and individually a “holder.”

Preliminary Statements:

I. CIM Group Management, LLC, a Delaware limited liability company (the “Company”), is entering into a Note Purchase Agreement dated August 30, 2022 (as amended, modified, supplemented or restated from time to time, the “Note Agreement”) with the Persons listed on the signature pages thereto (the “Purchasers”) simultaneously with the delivery of this Guaranty Agreement.Capitalized terms used herein have the meanings specified in the Note Agreement unless otherwise defined herein.

II. PursuanttotheNoteAgreement,theCompanyproposestoissueandsell(a)6.42% SeriesASeniorNotesdueAugust30,2029intheaggregateprincipalamountof$50,000,000(the “SeriesANotes”),(b)6.50%SeriesBSeniorNotesdueAugust30,2032intheaggregateprincipal amount of $75,000,000 (the “Series B Notes”) and (c) 6.75% Series C Senior Notes due August 30, 2034 in the aggregate principal amount of $25,000,000 (the “Series C Notes” and together withtheSeriesANotesandtheSeriesBNotes,includinganynotesissuedinsubstitutiontherefor, collectively, the “Notes” and individually a “Note”).

III. It is a condition to the agreement of the Purchasers to purchase the Notes that this Guaranty Agreement shall have been executed and delivered by each Guarantor and shall be in full force and effect.

IV. Each Guarantor will receive direct and indirect benefits from the financing arrangements contemplated by the Note Agreement.The Board of Directors or equivalent governing body, as applicable, of each Guarantor has determined that the incurrence of such obligations is in the best interests of such Guarantor.

NOW, THEREFORE, in order to induce, and in consideration of, the execution and delivery of the Note Agreement and the purchase of the Notes by each of the Purchasers, each Guarantorherebycovenantsandagreeswith,andrepresentsandwarrantstoeachoftheholdersas follows:

Section 1. Guaranty.

Each Guarantor hereby irrevocably, unconditionally and jointly and severally with the other Guarantors guarantees to each holder, the due and punctual payment in full of (a)the principal of, Make-Whole Amount, if any, and interest on (including, without limitation, interest accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganizationorlikeproceeding,whetherornotaclaimforpost-filingorpost-petitioninterestis allowed in such proceeding), and any other amounts due under, the Notes when and as the same



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shall become due and payable (whether at stated maturity or by required or optional prepayment or by acceleration or otherwise) and (b) any other sums which may become due under the terms and provisions of the Notes, the Note Agreement or any other instrument referred to therein (all such obligations described in clauses (a) and (b) above are herein called the “Guaranteed Obligations”).The guaranty in the preceding sentence is an absolute, present and continuing guarantyofpaymentandnotofcollectabilityandisinnowayconditionalorcontingentuponany attempt to collect from the Company or any other guarantor of the Notes (including, without limitation, any other Guarantor hereunder) or upon any other action, occurrence or circumstance whatsoever.IntheeventthattheCompanyshallfailsotopayanyofsuchGuaranteedObligations, each Guarantor agrees to pay the same when due to the holders entitled thereto, without demand, presentment, protest or notice of any kind, in lawful money of the United States of America, pursuanttotherequirementsforpaymentspecifiedintheNotes,theNoteAgreementandtheother Financing Documents.Each default in payment of any of the Guaranteed Obligations shall give rise to a separate cause of action hereunder and separate suits may be brought hereunder as each cause of action arises.Each Guarantor agrees that the Notes issued in connection with the Note Agreement may (but need not) make reference to this Guaranty Agreement.

EachGuarantorherebyacknowledgesandagreesthatsuchGuarantor’sliabilityhereunder is joint and several with the other Guarantors and any other Person(s) who may guarantee the obligationsandIndebtednessunderandinrespectoftheNotes,theNoteAgreementandanyother Financing Document.

Notwithstanding the foregoing provisions or any other provision of this Guaranty Agreement, the Purchasers (on behalf of themselves and their successors and assigns) and each Guarantor hereby agrees that if at any time the Guaranteed Obligations exceed the Maximum GuaranteedAmountdeterminedasofsuchtimewithregardtosuchGuarantor,thenthisGuaranty AgreementshallbeautomaticallyamendedtoreducetheGuaranteedObligationstotheMaximum Guaranteed Amount.Such amendment shall not require the written consent of any Guarantor or any holder and shall be deemed to have been automatically consented to by each Guarantor and each holder.Each Guarantor agrees that the Guaranteed Obligations may at any time exceed the Maximum Guaranteed Amount without affecting or impairing the obligation of such Guarantor. “Maximum Guaranteed Amount” means as of the date of determination with respect to a Guarantor, the lesser of (a)the amount of the Guaranteed Obligations outstanding on such date and(b)themaximumamountthatwouldnotrendersuchGuarantor’sliabilityunderthisGuaranty AgreementsubjecttoavoidanceunderSection548oftheUnitedStatesBankruptcyCode(orany successor provision) or any comparable provision of applicable state law.

Section2.ObligationsAbsolute.

The obligations of each Guarantor hereunder shall be primary, absolute, irrevocable and unconditional,irrespectiveofthevalidityorenforceabilityoftheNotes,theNoteAgreement,the otherFinancingDocumentsoranyotherinstrumentreferredtotherein,shallnotbesubjecttoany counterclaim,setoff,deductionordefensebaseduponanyclaimsuchGuarantormayhaveagainst the Company or any holder or otherwise, and shall remain in full force and effect without regard to,andshallnotbereleased,dischargedorinanywayaffectedby,anycircumstanceorcondition



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whatsoever(whetherornotsuchGuarantorshallhaveanyknowledgeornoticethereof),including, withoutlimitation:(a)anyamendmentto,modificationof,supplementtoorrestatementofthe

Notes, the Note Agreement, any other Financing Document or any other instrument referred to therein(itbeingagreedthattheobligationsofeachGuarantorhereundershallapplytotheNotes, theNoteAgreement,anyotherFinancingDocumentoranysuchotherinstrumentassoamended, modified,supplementedorrestated)oranyassignmentortransferofanythereoforofanyinterest therein, or any furnishing, acceptance or release of any security for the Notes or the addition, substitution or release of any other Guarantor or any other entity or other Person primarily or secondarily liable in respect of the Guaranteed Obligations; (b) any waiver, consent, extension, indulgence or other action or inaction under or in respect of the Notes, the Note Agreement, any other Financing Document or any other instrument referred to therein; (c) any bankruptcy, insolvency, arrangement, reorganization, readjustment, composition, liquidation or similar proceeding with respect to the Company or its property; (d) any merger, amalgamation or consolidationofanyGuarantororoftheCompanyintoorwithanyotherPersonoranysale,lease or transfer of any or all of the assets of any Guarantor or of the Company to any Person; (e)any failure on the part of the Company for any reason to comply with or perform any of the terms of any other agreement with any Guarantor; (f) any failure on the part of any holder to obtain, maintain, register or otherwise perfect any security; or (g) any other event or circumstance which mightotherwiseconstitutealegalorequitabledischargeordefenseofaguarantor(whetherornot similar to the foregoing), and in any event however material or prejudicial it may be to any Guarantor or to any subrogation, contribution or reimbursement rights any Guarantor may otherwise have.Each Guarantor covenants that its obligations hereunder will not be discharged except by indefeasible payment in full in cash of all of the Guaranteed Obligations (other than amountsinrespectofindemnification,expensereimbursementorothercontingentobligations,in each case, in respect of which no claim has been made) or upon the release of such Guarantor in accordance with Section 9.2 hereof.

Section 3.Waiver.

EachGuarantorunconditionallywaivestothefullestextentpermittedbylaw,(a)noticeof acceptance hereof, of any action taken or omitted in reliance hereon and of any default by the Company in the payment of any amounts due under the Notes, the Note Agreement, any other FinancingDocumentoranyotherinstrumentreferredtotherein,andofanyofthemattersreferred toinSection2hereof,(b)allnoticeswhichmayberequiredbystatute,ruleoflaworotherwiseto preserve any of the rights of any holder against such Guarantor, including, without limitation, presentment to or demand for payment from the Company or any Guarantor with respect to any Note,noticetotheCompanyortoanyGuarantorofdefaultorprotestfornonpaymentordishonor and the filing of claims with a court in the event of the bankruptcy of the Company, (c) any right to require any holder to enforce, assert or exercise any right, power or remedy including, without limitation, any right, power or remedy conferred in the Note Agreement, the Notes or any other FinancingDocument(d)anyrequirementfordiligenceonthepartofanyholderand(e)anyother act or omission or thing or delay in doing any other act or thing which might in any manner or to any extent vary the risk of such Guarantor or otherwise operate as a discharge of such Guarantor or in any manner lessen the obligations of such Guarantor hereunder.



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Section4.ObligationsUnimpaired.

EachGuarantorauthorizestheholders,withoutnoticeordemandtosuchGuarantororany otherGuarantorandwithoutaffectingitsobligationshereunder,fromtimetotime:(a)torenew,

compromise,extend,accelerateorotherwisechangethetimeforpaymentof,alloranypartofthe Notes, the Note Agreement, any other Financing Document or any other instrument referred to therein; (b) to change any of the representations, covenants, events of default or any other terms or conditions of or pertaining to the Notes, the Note Agreement, any other Financing Document oranyotherinstrumentreferredtotherein,including,withoutlimitation,decreasesorincreasesin amounts of principal, rates of interest, the Make-Whole Amount or any other obligation; (c) to take and hold security for the payment of the Notes, the Note Agreement, any other Financing Document or any other instrument referred to therein, for the performance of this Guaranty AgreementorotherwisefortheIndebtednessguaranteedherebyandtoexchange,enforce,waive, subordinateandreleaseanysuchsecurity;(d)toapplyanysuchsecurityandtodirecttheorderor mannerofsalethereofastheholdersintheirsolediscretionmaydetermine;(e)toobtainadditional or substitute endorsers or guarantors or release any other Guarantor or any other Person or entity primarily or secondarily liable in respect of the Guaranteed Obligations; (f) to exercise or refrain from exercising any rights against the Company, any Guarantor or any other Person; and (g)to apply any sums, by whomsoever paid or however realized, to the payment of the Guaranteed Obligations and all other obligations owed hereunder.The holders shall have no obligation to proceed against any additional or substitute endorsers or guarantors or to pursue or exhaust any securityprovidedbytheCompany,suchGuarantororanyotherGuarantororanyotherPersonor to pursue any other remedy available to the holders.

IfaneventpermittingtheaccelerationofthematurityoftheprincipalamountofanyNotes shallexistandsuchaccelerationshallatsuchtimebepreventedortherightofanyholdertoreceive anypaymentonaccountoftheGuaranteedObligationsshallatsuchtimebedelayedorotherwise affected by reason of the pendency against the Company, any Guarantor or any other guarantors of a case or proceeding under a bankruptcy or insolvency law, such Guarantor agrees that, for purposesofthisGuarantyAgreementanditsobligationshereunder,thematurityofsuchprincipal amountshallbedeemedtohavebeenacceleratedwiththesameeffectasiftheholderthereofhad accelerated the same in accordance with the terms of the Note Agreement, and such Guarantor shall forthwith pay such accelerated Guaranteed Obligations.

Section5.SubrogationandSubordination.

(a) EachGuarantorwillnotexerciseanyrightswhichitmayhaveacquiredbywayof subrogation under this Guaranty Agreement, by any payment made hereunder or otherwise, or accept any payment on account of such subrogation rights, or any rights of reimbursement, contribution or indemnity or any rights or recourse to any security for the Notes or this Guaranty Agreement unless and until all of the Guaranteed Obligations (other than amounts in respect of indemnification, expense reimbursement or other contingent obligations, in each case, in respect of which no claim has been made) shall have been indefeasibly paid in full in cash.



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(b) Upon the occurrence and during the continuance of an Event of Default, each Guarantor hereby subordinates the payment of all Indebtedness and other obligations of the CompanyoranyotherguarantoroftheGuaranteedObligationsowingtosuchGuarantor,whether now existing or hereafter arising, including, without limitation, all rights and claims described in clause (a) of this Section 5, to the indefeasible payment in full in cash of all of the Guaranteed Obligations (other than amounts in respect of indemnification, expense reimbursement or other contingentobligations,ineachcase,inrespectofwhichnoclaimhasbeenmade).IftheRequired

Holderssorequest,anysuchIndebtednessorotherobligationsshallbeenforcedandperformance received by such Guarantor as trustee for the holders and the proceeds thereof shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of any Guarantor under this Guaranty Agreement.

(c) If any amount or other payment is made to or accepted by any Guarantor in violationofanyoftheprecedingclauses(a)and(b)ofthisSection5,suchamountshallbedeemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the holders and shall be paid over to the holders promptly, in the form received (together with any necessary endorsements) to be applied to the Guaranteed Obligations, whether matured or unmatured, as may be directed by the Required Holders, but without reducing or affecting in any manner the liability of such Guarantor under this Guaranty Agreement.

(d) Each Guarantor acknowledges that it will receivedirectandindirect benefits from the financing arrangements contemplated by the Note Agreement and any other Financing DocumentandthatitsagreementssetforthinthisGuarantyAgreement(includingthisSection5) are knowingly made in contemplation of such benefits.

(e) Each Guarantor hereby agrees that, to the extent that a Guarantor shall have paid an amount hereunder to any holder that is greater than the net value of the benefits received, directly or indirectly, by such paying Guarantor as a result of the issuance and sale of the Notes (suchnetvalue,its“ProportionateShare”),suchpayingGuarantorshall,subjecttoSection5(a) and 5(b), be entitled to contribution from any Guarantor that has not paid its Proportionate Share oftheGuaranteedObligations.AnyamountpayableasacontributionunderthisSection5(e)shall be determined as of the date on which the related payment is made by such Guarantor seeking contribution and each Guarantor acknowledges that the right to contribution hereunder shall constitute an asset of such Guarantor to which such contribution is owed.Notwithstanding the foregoing,theprovisionsofthisSection5(e)shallinnorespectlimittheobligationsandliabilities of any Guarantor to the holders of the Notes hereunder or under the Notes, the Note Agreement, any other Financing Document or any other document, instrument or agreement executed in connection therewith, and each Guarantor shall remain jointly and severally liable for the full payment and performance of the Guaranteed Obligations.

Section 6.Reinstatement of Guaranty.

This Guaranty Agreement shall continue to be effective, or be reinstated, as the case may be, if and to the extent at any time payment, in whole or in part, of any of the sums due to any



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holder on account of the Guaranteed Obligations is rescinded or must otherwise be restored or returnedbyaholderupontheinsolvency,bankruptcy,dissolution,liquidationorreorganizationof the Company or any other guarantors, or upon or as a result of the appointment of a custodian, receiver, trustee or other officer with similar powers with respect to the Company or any other guarantors or any part of its or their property, or otherwise, all as though such payments had not been made.

Section7.Rank of Guaranty.

Each Guarantor will ensure that its payment obligations under this Guaranty Agreement will at all times rank at least pari passu, without preference or priority, with all other unsecured and unsubordinated Indebtedness of such Guarantor now or hereafter existing.

Section 8. RepresentationsandWarrantiesofEachGuarantor.

EachGuarantorrepresents andwarrantstoeachholderasfollows:

Section8.1Organization;PowerandAuthority. SuchGuarantorisalimitedliability company, corporation, limited partnership or other legal entity, as applicable, duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, organization or incorporation, as applicable, and is duly qualified as a foreign limited liability company, corporation,limitedpartnershiporotherlegalentity,asapplicable,andisingoodstandingineach jurisdictioninwhichsuchqualificationisrequiredbylaw,exceptforanyfailurestobesoqualified or in good standing that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.Such Guarantor has the limited liability company, corporation, limited partnership or other legal entity, as applicable, power and authority to own or hold under leasethepropertiesitpurportstoownorholdunderlease,totransactthebusinessittransactsand proposestotransact,toexecuteanddeliverthisGuarantyAgreementandtoperformtheprovisions hereof.

Section8.2Authorization, Etc.This Guaranty Agreement has been duly authorized by all necessary limited liability company, corporate, limited partnership or equivalent action on the part of such Guarantor, and this Guaranty Agreement constitutes a legal, valid and binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (b) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Section8.3CompliancewithLaws,OtherInstruments,Etc. Theexecution,delivery andperformancebysuchGuarantorofthisGuarantyAgreementwillnot(a)contravene,resultin any breach of, or constitute a default under, or result in the creation of any Lien in respect of any propertyofsuchGuarantororanyofitsSubsidiariesunder,anyindenture,mortgage,deedoftrust, loan, purchase or credit agreement, lease, organizational documents, or any other agreement or instrumenttowhichsuchGuarantororanyofitsSubsidiariesisboundorbywhichsuchGuarantor oranyofitsSubsidiariesoranyoftheirrespectivepropertiesmaybeboundoraffected,(b)conflict with or result in a breach of any of the terms, conditions or provisions of any order, judgment,



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decree, or ruling of any court, arbitrator or Governmental Authorityapplicable to such Guarantor or any of its Subsidiaries or (c)violate any provision of any statute or other rule or regulation of any Governmental Authority applicable to such Guarantor or any of its Subsidiaries. “GovernmentalAuthority”means(x)thegovernmentof(i)theUnitedStatesofAmericaorany State or other political subdivision thereof, or (ii)any other jurisdiction in which such Guarantor oranyofitsSubsidiariesconductsalloranypartofitsbusiness,orwhichassertsjurisdictionover anypropertiesofsuchGuarantororanyofitsSubsidiaries,or(y)anyentityexercisingexecutive, legislative, judicial, regulatory or administrative functions of, or pertaining to, any such government.

Section8.4GovernmentalAuthorizations,Etc.Noconsent,approvalor authorizationof,orregistration,filingordeclarationwith,anyGovernmentalAuthorityisrequired in connection with the execution, delivery or performance by such Guarantor of this Guaranty Agreement.

Section8.5InformationRegardingtheCompany. SuchGuarantornowhasandwill continue to have independent means of obtaining information concerning the affairs, financial conditionandbusinessoftheCompany.Noholdershallhaveanydutyorresponsibilitytoprovide such Guarantor with anycredit or other information concerning the affairs, financial conditionor business of the Company which may come into possession of the holders.Such Guarantor has executedanddeliveredthisGuarantyAgreementwithoutrelianceuponanyrepresentationbythe holdersincluding,withoutlimitation,withrespectto(a)thedueexecution,validity,effectiveness or enforceability of any instrument, document or agreement evidencing or relating to any of the Guaranteed Obligations or any loan or other financial accommodation made or granted to the Company, (b) the validity, genuineness, enforceability, existence, value or sufficiency of any property securing any of the Guaranteed Obligations or the creation, perfection or priority of any lien or security interest in such property or (c) the existence, number, financial condition or creditworthiness of other guarantors or sureties, if any, with respect to any of the Guaranteed Obligations.

Section 9. Term of Guaranty.

Section9.1Term of Guaranty Agreement.This Guaranty Agreement and all guarantees, covenants and agreements of the Guarantors contained herein shall continue in full force and effect and shall not be discharged until such time as all of the Guaranteed Obligations (other than amounts in respect of indemnification, expense reimbursement or other contingent obligations, in each case, in respect of which no claim has been made) shall be indefeasibly paid in full in cash and shall be subject to reinstatement pursuant to Section 6.

Section 9.2 ReleaseofGuarantors.

(a) UponthepaymentinfullincashoftheGuaranteedObligations(otherthanamounts inrespectofindemnification,expensereimbursementorothercontingentobligations,ineachcase, in respect of which no claim has been made), the Guarantors shall be fully and automatically released from their obligations hereunder (other than with respect to indemnification, expense reimbursement and other Guaranteed Obligations that by their terms survive repayment in full of the Guaranteed Obligations).



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(b) Notwithstanding anything to the contrary in this Guaranty Agreement or the Note Agreement, upon (x) the merger, conveyance, transfer, or lease of all or substantially all of a Guarantor’s assets, whether in a single transaction or series of transactions, permitted under the Note Agreement, (y) any other transaction or series of transactions permitted under the Note Agreement as a result of which the Guarantor ceases to be a Subsidiary of the Company or (z) upon the written election of the Company accompanied by a certificate demonstrating in reasonable detail that the Company shall be in compliance with Sections 9.7 and 9.8 of the Note Agreement after giving effect to such release, such Guarantor shall be released and discharged fromitsobligationsunderthisGuarantyAgreementandshallceasetobeaGuarantorhereunder

andforall purposesunder theNote Agreement.

Section 10. SurvivalofRepresentationsandWarranties;EntireAgreement.

All representations and warranties contained herein shall survive the execution and deliveryofthisGuarantyAgreementandmayberelieduponbyanysubsequentholder,regardless of any investigation made at any time by or on behalf of any Purchaser or any other holder.This Guaranty Agreement embodies the entire agreement and understanding between each holder and the Guarantors and supersedes all prior agreements and understandings relating to the subject matter hereof.

Section 11. Amendment and Waiver.

Section11.1Requirements.Except as otherwise provided in the fourth paragraph of Section 1 of this Guaranty Agreement, this Guaranty Agreement may be amended, and the observance of any term hereof may be waived (either retroactively or prospectively), with (and only with) the written consent of each Guarantor and the Required Holders, except that no amendmentorwaiver(a)ofanyofthefirstthreeparagraphsofSection1oranyoftheprovisions of Section 2, 3, 4, 5, 6, 7, 9 or 11 hereof, or any defined term (as it is used therein), or (b) which results in the limitation of the liability of any Guarantor hereunder (except to the extent provided in the fourth paragraph of Section 1 of this Guaranty Agreement or Section 9.2 hereof) will be effective as to any holder unless consented to by such holder in writing.

Section 11.2 SolicitationofHoldersofNotes.

(a) Solicitation.EachGuarantorwillprovideeachholderoftheNotes(irrespectiveof the amount of Notes then owned by it) with sufficient information, sufficiently far in advance of thedateadecisionisrequired,toenablesuchholdertomakeaninformedandconsidereddecision with respect to any proposed amendment, waiver or consent in respect of any of the provisions hereof.Each Guarantor will deliver executed or true and correct copies of each amendment, waiverorconsenteffectedpursuanttotheprovisionsofthisSection11.2toeachholderpromptly followingthedateonwhichitisexecutedanddeliveredby,orreceivestheconsentorapprovalof, the requisite holders of Notes.

(b) Payment.TheGuarantorswillnotdirectlyorindirectlypayorcausetobepaidany remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant anysecurityorprovideothercreditsupport,toanyholderasconsiderationfororasaninducement totheenteringintobyanyholderofanywaiveroramendmentofanyofthetermsandprovisions



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hereof unless such remuneration is concurrently paid, or security is concurrently granted or other creditsupportconcurrentlyprovided,onthesameterms,ratablytoeachholderevenifsuchholder did not consent to such waiver or amendment.

(c) ConsentinContemplationofTransfer.AnyconsentmadepursuanttothisSection 11 by a holder that has transferred or has agreed to transfer its Notes to the Company, any Subsidiary or any Affiliate (including any Guarantor) of the Company and has provided or has agreedtoprovidesuchwrittenconsentasaconditiontosuchtransfershallbevoidandofnoforce oreffectexceptsolelyastosuchholder,andanyamendmentseffectedorwaiversgrantedortobe effected or granted that would not have been or would not be so effected or granted but for such

consent(andtheconsentsofallotherholdersofNotesthatwereacquiredunderthesameorsimilar conditions) shall be void and of no force or effect except solely as to such holder.

Section11.3BindingEffect.Anyamendmentorwaiverconsentedtoasprovidedinthis Section11appliesequallytoallholdersandisbindinguponthemanduponeachfutureholderand upon each Guarantor without regard to whether any Note has been marked to indicate such amendment or waiver.No such amendment or waiver will extend to or affect any obligation, covenant or agreement not expressly amended or waived or impair any right consequent thereon. No course of dealing between a Guarantor and the holder nor any delay in exercising any rights hereunderorunderanyNoteshalloperateasawaiverofanyrightsofanyholder.Asusedherein, theterm“thisGuarantyAgreement”andreferencestheretoshallmeanthisGuarantyAgreement as it may be amended, modified, supplemented or restated from time to time.

Section11.4Notes Held By Company, Etc.Solely for the purpose of determining whether the holders of the requisite percentage of the aggregate principal amount of Notes then outstanding approved or consented to any amendment, waiver or consent to be given under this Guaranty Agreement, or have directed the taking of any action provided herein to be taken upon the direction of the holders of a specified percentage of the aggregate principal amount of Notes then outstanding, Notes directly or indirectly owned by any Guarantor, the Company or any of their respective Affiliates shall be deemed not to be outstanding.

Section 12. Notices.

Subject to the requirements set forth in the parenthetical in clause (ii) below, all notices and communications provided for hereunder shall be in writing and sent (a) by telecopy if the senderonthesamedaysendsaconfirmingcopyofsuchnoticebyarecognizedovernightdelivery service (charges prepaid), or (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by a recognized overnight delivery service (with charges prepaid).Any such notice must be sent:

(i) if to any Guarantor, to c/o CIM Group Management, LLC, 4700 Wilshire Boulevard,LosAngeles,CA90010totheattentionofthefollowingrepresentatives,orsuchother address as such Guarantor shall have specified to the holders in writing:



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Attention:

DavidThompson

Principal,ChiefFinancialOfficer 4700 Wilshire Boulevard

LosAngeles,CA90010 Phone:(323) 860-7413

Mobile: (323) 362-2085

E-mail:dthompson@cimgroup.com

Jordan Dembo, Esq.

Principal&ChiefLegalOfficer,Legal 4700 Wilshire Boulevard

LosAngeles,CA90010 Phone:(323) 860-9546

Mobile: (310) 980-4571

E-mail:jdembo@cimgroup.com,or

(ii) iftoanyholder,tosuchholderattheaddressesspecifiedforsuchcommunications set forth in the Purchaser Schedule to the Note Agreement, or such other address as such holder shallhavespecifiedtotheGuarantorsinwriting(withacopysenttosuchholderviae-mailatthe e-mail address, if any, specified for such communications by such holder in writing).

Section 13. Miscellaneous.

Section13.1Successors and Assigns; Joinder.All covenants and other agreements contained in this Guaranty Agreement by or on behalf of any of the parties hereto bind and inure to the benefit of their respective successors and assigns whether so expressed or not.It is agreed and understood that any Person may become a Guarantor hereunder by executing a Guarantor Supplement substantially in the form of Exhibit Aattached hereto and delivering the same to the Holders.Any such Person shall thereafter be a “Guarantor” for all purposes under this Guaranty Agreement.

Section13.2Severability.AnyprovisionofthisGuarantyAgreementthatisprohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of suchprohibitionorunenforceabilitywithoutinvalidatingtheremainingprovisionshereof,andany such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law), not invalidate or render unenforceable such provision in any other jurisdiction.

Section13.3Construction.Each covenant contained herein shall be construed (absent express provision to the contrary) as being independent of each other covenant contained herein, so that compliance with any one covenant shall not (absent such express contrary provision) be deemed to excuse compliance with any other covenant.Whether any provision herein refers to action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person.



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The section and subsection headings in this Guaranty Agreement are for convenience of reference only and shall neither be deemed to be a part of this Guaranty Agreement nor modify, define, expand or limit any of the terms or provisions hereof.All references herein to numbered sections, unless otherwise indicated, are to sections of this Guaranty Agreement.Words and definitions in the singular shall be read and construed as though in the plural and vice versa, and wordsinthemasculine,neuterorfemininegendershallbereadandconstruedasthoughineither of the other genders where the context so requires.

Section13.4Further Assurances.Each Guarantor agrees to execute and deliver all such instruments and take all such action as the Required Holders may from time to time reasonably request in order to effectuate fully the purposes of this Guaranty Agreement.

Section13.5Governing Law.This Guaranty Agreement shall be construed and enforcedinaccordancewith,andtherightsofthepartiesshallbegovernedby,thelawoftheState of New York, excluding choice-of-law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Section 13.6 Jurisdictionand Process; Waiver of Jury Trial.

(a) Each Guarantor irrevocably submits to the non-exclusive jurisdiction of any New York State or federal court sittingintheBoroughofManhattan, The City of New York, over any suit, action or proceeding arising out of or relating to this Guaranty Agreement.To the fullest extentpermittedbyapplicablelaw,eachGuarantorirrevocablywaivesandagreesnottoassert,by wayofmotion,asadefenseorotherwise,anyclaimthatitisnotsubjecttothejurisdictionofany suchcourt,anyobjectionthatitmaynoworhereafterhavetothelayingofthevenueofanysuch suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

(b) Each Guarantor consents to process being served by or on behalf of any holder in anysuit,actionorproceedingofthenaturereferredtoinSection13.6(a)bymailingacopythereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, return receiptrequested,toitatitsaddressspecifiedinSection12oratsuchotheraddressofwhichsuch holder shall then have been notified pursuant to Section 12.Each Guarantor agrees that such serviceuponreceipt(i)shallbedeemedineveryrespecteffectiveserviceofprocessuponitinany such suit, action or proceeding and (ii)shall, to the fullest extent permitted by applicable law, be taken and held to be valid personal service upon and personal delivery to it.Notices hereunder shallbeconclusivelypresumedreceivedasevidencedbyadeliveryreceiptfurnishedbytheUnited States Postal Service or any reputable commercial delivery service.

(c) Nothing in this Section 13.6 shall affect the right of any holderto serve process in any manner permitted by law, or limit any right that the holders may have to bring proceedings against any Guarantor in the courts of any appropriate jurisdiction or to enforce in any lawful manner a judgment obtained in one jurisdiction in any other jurisdiction.

(d) THE GUARANTORS AND THE HOLDERS HEREBY WAIVE TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS GUARANTY AGREEMENT OR OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH.



DB 1/ 131002565.8

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Section13.7Reproduction of Documents; Electronic Signatures.This Guaranty Agreementmaybereproducedbyanyholderbyanyphotographic,photostatic,electronic,digital, orothersimilarprocessandsuchholdermaydestroyanyoriginaldocumentsoreproduced.Each Guarantor agrees and stipulates that, to the extent permitted by applicable law, any such reproductionshallbeadmissibleinevidenceastheoriginalitselfinanyjudicialoradministrative proceeding (whether or not the original is in existence and whether or not such reproduction was made by such holder in the regular course of business) and any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.This Section13.7 shall not prohibit any Guarantor or any holder ofNotes from contesting any such reproduction to thesameextentthatitcouldcontesttheoriginal,orfromintroducingevidencetodemonstratethe inaccuracyofanysuchreproduction.Deliveryofanelectronicsignaturetoorasignedcopyof

this Guaranty Agreement or any Guarantor Supplement by facsimile, email or other electronic transmission shall be fully binding on the parties to the same extent as the delivery of the signed originalsandshallbeadmissibleintoevidenceforallpurposes.Thewords“execution,”“execute,” “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Guaranty Agreement and any Guarantor Supplement shall be deemed to includeelectronicsignatures,theelectronicmatchingofassignmenttermsandcontractformations on electronic platforms approved by the Company, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and NationalCommerceAct,theNewYorkStateElectronicSignaturesandRecordsAct,oranyother similar state laws based on the Uniform Electronic Transactions Act. Notwithstanding the foregoing, if any holder of Notes shall request manually signed counterpart signatures to this Guaranty Agreement or any Guarantor Supplement, each Guarantor hereby agrees to use its reasonable endeavors to provide such manually signed signature pages as soon as reasonably practicable.

[Remainderofpageintentionallyleftblank. Signaturepagesfollow.]



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INWITNESSWHEREOF,eachGuarantorhascausedthisGuarantyAgreementtobeduly executed and delivered on the date and year first above written.

CIMCapital,LLC,

aDelawarelimitedliabilitycompany

By:CIM Group Management, LLC, aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CCOGroup,LLC,

aDelawarelimitedliabilitycompany

By:CIM Group Management, LLC, aDelawarelimitedliabilitycompany, its managing member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CIMGroup,L.P.,

aDelawarelimitedpartnership

By:CIMManagement,Inc. a California corporation,

itsgeneralpartner

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMSMAISponsor,LLC.,

aCalifornialimitedliabilitycompany

By:CIMSMAIMLP,LLC,

ADelawarelimitedliabilitycompany, its managing member

By:CIMGroupManagement,LLC,aDelawarelimitedliabilitycompany, its managing member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CIMAtlantaManager,LLC,

aDelawarelimitedliabilitycompany

By:CIM Group Management, LLC, aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMServiceProvider,LLC,

aDelawarelimitedliabilitycompany

By:CIM Group Management, LLC, aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CIMCapitalSAManagement,LLC, a Delaware limited liability company

By:CIM Group Management, LLC, aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMUrbanIncomeInvestmentsGP,LLC, a Delaware limited liability company

By:CIM Group Management, LLC, aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

S-9thAvenueCo-InvestorManager,LLC, a Delaware limited liability company

By:S-MWCCo-InvestorManager,LLC,

aDelawarelimitedliabilitycompany,itssole member

By:CIM Group Management, LLC, aDelawarelimitedliabilitycompany, its sole member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIM Capital Controlled Company Management, LLC

aDelawarelimitedliabilitycompany

By:CIMCapital,LLC,

aDelawarelimitedliabilitycompany, its sole equity member

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CIMCapitalREDebtManagement,LLC

aDelawarelimitedliabilitycompany

By:CIMCapital,LLC,

aDelawarelimitedliabilitycompany, its sole equity member

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By:/s/ David Thompson

Name:David Thompson

Its: ChiefFinancialOfficer

CIMCapitalSecuritiesManagement,LLC

aDelawarelimitedliabilitycompany

By:CIMCapital,LLC,

aDelawarelimitedliabilitycompany, its sole equity member

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CIM Capital Real Property Management, LLC

aDelawarelimitedliabilitycompany

By:CIMCapital,LLC,

aDelawarelimitedliabilitycompany, its sole equity member

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By:/s/ David Thompson

Name:David Thompson

Its: ChiefFinancialOfficer

CIMCapitalICManagement,LLC, a Delaware limited liability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CIMLendingServices,LLC,

aDelawarelimitedliabilitycompany

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

L-55HawthorneCo-InvestorManager,LLC, a Delaware limited liability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

H-55HawthorneREITManager,LLC, a Delaware limited liability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CMMT Partners GP, LLC,

aDelawarelimitedliabilitycompany

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CIMControlledCompanyManagement,LLC, a Delaware limited liability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CMMTKoreaGP,LLC,

aDelawarelimitedliabilitycompany

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CIM RE Debt Management, LLC, aDelawarelimitedliabilitycompany

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMEPICIIQOFSLP,LLC,

aDelawarelimitedliabilitycompany

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CIMManagement,Inc., a California corporation

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

H-TurtleCreekVillageCo-InvestorManager, LLC,

aDelawarelimitedliabilitycompany

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CMMTSLP,LLC,

aDelawarelimitedliabilitycompany

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMInfrastructureSLP,LLC,

aCalifornialimitedliabilitycompany

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its managing member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CIM Infrastructure II SLP, LLC, aDelawarelimitedliabilitycompany

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its managing member

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMInfrastructureIIISLP,LLC, aDelawarelimitedliabilitycompany

By:CIMInfrastructureIIISLPHoldings,L.P. a Delaware limited liability company,

itssoleequitymember

By:CIMFundSLPGP,LLC,

ADelawarelimitedliabilitycompany, its general partner

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CIMFundIXSLP,LLC,

aDelawarelimitedliabilitycompany

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its managing member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMOpportunityZoneFundSLP,LLC, a Delaware limited liability company

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its sole equity member

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CIMRealEstateFinanceManagement,LLC, a Delaware limited liability company

By:CCOGroup,LLC,

aDelawarelimitedliabilitycompany, its sole equity member

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its managing member

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CREIAdvisors,LLC,

anArizonalimitedliabilitycompany

By: /s/ Christina Mayo Name: Christina Mayo

Its: Manager

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CIMIncomeNAVManagement,LLC, a Delaware limited liability company

By:CCOGroup,LLC,

aDelawarelimitedliabilitycompany, its sole equity member

By: CIM Group Management, LLC,aDelawarelimitedliabilitycompany, its managing member

By:/s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMSBAStaffing,LLC,

aDelawarelimitedliabilitycompany

By:CIMGroup, L.P.,

aDelawarelimitedpartnership, its sole equity member

By:CIMManagement,Inc., a California corporation,

itsgeneralpartner

By: /s/ David Thompson

Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

246SpringStreet(NY)Manager,LLC, a Delaware limited liability company

By:CIMGroup, L.P.,

aDelawarelimitedpartnership, its sole equity member

By:CIMManagement,Inc., a California corporation,

itsgeneralpartner

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

432ParkManagement,LLC,

aDelawarelimitedliabilitycompany

By:CIMGroup, L.P.,

aDelawarelimitedpartnership, its sole equity member

By:CIMManagement,Inc., a California corporation,

itsgeneralpartner

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CIMGroup Hotel, LLC,

aCalifornialimitedliabilitycompany

By:CIMGroup, L.P.,

aDelawarelimitedpartnership, its sole equity member

By:CIMManagement,Inc., a California corporation,

itsgeneralpartner

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMReal EstateServices, LLC,

aDelawarelimitedliabilitycompany

By: /s/ Sara L. Martens Name:Sara L. Martens

Its: Manager

Signature Page to Guaranty Agreement – CIM Group Management, LLC

CIMNYManagement,LLC,

aNewYorklimitedliabilitycompany

By:CIMGroup, L.P,

aDelawarelimitedpartnership, its sole equity member

By:CIMManagement,Inc., a California corporation,

itsgeneralpartner

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

CIMTXManagement,LLC,

aDelawarelimitedliabilitycompany

By:CIMGroup, L.P.,

aDelawarelimitedpartnership, its managing member

By:CIMManagement,Inc., a California corporation,

itsgeneralpartner

By: /s/ David Thompson Name:David Thompson

Its: ChiefFinancialOfficer

Signature Page to Guaranty Agreement – CIM Group Management, LLC

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