Viewing Instructions - Californiacdiacdocs.sto.ca.gov/2018-1912.pdf · Section 12.09. Section 12.10. Section 12. 11. Section 12. 12. Section 12. 13. Section 12.14. Section 12. 15

Viewing Instructions

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LOAN AGREEMENT

O\f andammg

FARMERS AND MERCHANTS BANK OF LONG BEACH, as the Lender,

CALI FORNI A INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK, as the I ssuer

4829-1392-4973.6

and

PUEBLO SERRA WORSHIP HOLDINGS, as the B orrOvVer

Dated as of September 1, 2018

Table of Contents

Page

ARTICLE I

DEFINITIONS ............................................................................................................................... 2

ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER AND BORROWER

Section 2.01. Section 2.02.

Section 3.01. Section 3.02. Section 3.03. Section 3.04. Section 3.05. Section 3.06.

Section 4.01. Section 4.02. Section 4.03. Section 4.04. Section 4.05. Section 4.06. Section 4.07. Section 4.08. Section 4.09. Section 4.10. Section 4.11. Section 4.12. Section 4.13. Section 4.14.

Section 5.01. Section 5.02. Section 5.03.

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R ep-esentati ons, Warranties and Cavenants of the I ssuer ............................. 1 7 R ep-esentati ons, Warranties and Cavenants of the B orrOvVer ....................... 18

ARTICLE Ill ISSUANCE OF LOANS; APPLICATION OF PROCEEDS

Loans for the Project ...................................................................................... 24 Project Fund ................................................................................................... 25 Term ............................................................................................................... 25 Costs and Expenses of the Issuer ................................................................... 25 Limited Obligation of the Issuer .................................................................... 27 Invalidity of BorrOvVer Loan .......................................................................... 27

ARTICLE IV REPAYMENT OF THE LOANS

I nterest ............................................................................................................ 2 7 Payments ........................................................................................................ 28 Reserved ......................................................................................................... 28 Security for the Loans .................................................................................... 28 Deed of Trust and Security Agreement ......................................................... 29 Payment on Non-Business Days .................................................................... 30 B orrOvVer Payments To Be U ncondi ti anal ..................................................... 30 Prepayments ................................................................................................... 30 Restrictions on Transfer of Loans .................................................................. 31 Repayment ..................................................................................................... 32 Original Issue Discount .................................................................................. 32 Late Charge .................................................................................................... 32 Default Rate ................................................................................................... 32 Arrilicable Loan Rate .................................................................................... 33

ARTICLE V CONDITIONS PRECEDENT

Conditions Precedent to Loan Agreement ..................................................... 33 Conditions Precedent To Disburse the Loan Proceeds .................................. 35 Limitations to Disbursement .......................................................................... 36

Section 6.01.


Section 7.01. Section 7.02. Section 7.03. Section 7.04. Section 7.05. Section 7.06. Section 7.07. Section 7.08. Section 7.09. Section 7.10. Section 7.11. Section 7.12. Section 7.13. Section 7.14. Section 7.1 5.

Section 7.16. Section 7.1 7. Section 7.18. Section 7.19. Section 7.20. Section 7.21. Section 7.22. Section 7.23.

Section 8.01. Section 8.02. Section 8.03. Section 8.04. Section 8.05.

4829-1392-4973.6

Table of Contents ( conti nuecl)

ARTICLE VI SECURITY INTEREST

Change in Nanne cr Ccrporate Structure of the BorrOvVer; Change in

Page

Location of the Borrower's Principal Place of Business ............................... 36 Security I nterest ............................................................................................. 3 7 Assignment of Insurance ................................................................................ 37

ARTICLE VII AFFIRMATIVE COVENANTS OF BORROWER

Maintenance of the Property .......................................................................... 3 7 Corrpliance With Laws and Olligation ......................................................... 38 Payment of Taxes and Other Claims ............................................................. 38 Insurance; Indemnity ..................................................................................... 39 Reporting Requirements ................................................................................ 41 Books and Records; Inspection and Examination ......................................... 43 Performance O\f the Lender ............................................................................ 43 Preservation of Existence ............................................................................... 44 No Liablity frr Consents or Appointments ................................................... 44 N on-l i abi I i ty of the I ssuer ............................................................................. 44 Expenses ........................................................................................................ 45 No Personal Liability ..................................................................................... 45 B crrOvVer I ndemni fi cation of I ssuer ............................................................... 4 5 BcrrOvVer Indemnification of Lender ............................................................. 47 Cavenant to Enter Into Agreement or Contract To Pravi de Ongoing Disclosure ...................................................................................................... 49 Financial Cavenants ....................................................................................... 49 Deposit Relationship ...................................................................................... 49 Tax Cavenants of the Issuer and the BorrOvVer .............................................. 50 Office of Foreign Assets Control; Patriot Act Corrpliance ........................... 52 Corrpliance With Documents ........................................................................ 52 Corrpliance With ERISA ............................................................................... 53 Environmental Laws ...................................................................................... 53 Cavenantto Maintain Ground Lease and Lease Agreement.. ....................... 53

ARTICLE VIII NEGATIVE COVENANTS OF BORROWER

Lien ................................................................................................................ 54 Sale of Assets ................................................................................................. 55 Consolidation and Merger .............................................................................. 55 Accounting ..................................................................................................... 56 Transfers ........................................................................................................ 56

ii

Section 8.06. Section 8.07. Section 8. 08. Section 8.09. Section 8.10. Section 8.11. Section 8.12. Section 8.13. Section 8.14. Section 8.15. Section 8.16.


Page

Other I ndelXeclness and G uarantees ............................................................... 56 Other Defaults ................................................................................................ 56 Prohibited Uses .............................................................................................. 56 Use of the Property ........................................................................................ 57 M ai ntenance of B usi ness ............................................................................... 5 7 Restrictive Agreements .................................................................................. 57 Tax--Exerrpt Status ......................................................................................... 57 Federal Reserve Board Regulations ............................................................... 57 Swap Agreement ............................................................................................ 57 Loan Documents ............................................................................................ 57 Formation of Subsidiaries and Affiliates ....................................................... 57

ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS


Eminent Domain ............................................................................................ 58 Arrilication of Net Proceeds .......................................................................... 58

ARTICLE X ASSIGNMENT, PARTICIPATION, MORTGAGING AND SELLING

Section 10.01. Assignment O\f the Lender ............................................................................. 59 Section 10.02. No Sale, Assignment or Leasing O\f the Borrcwer ........................................ 59


Section 12.01. Section 12.02. Section 12.03. Section 12.04. Section 12.05. Section 12.06. Section 12.07. Section 12.08.

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ARTICLE XI EVENTS OF DEFAULT AND REMEDIES

Events of Default ........................................................................................... 59 Remedies on Default ...................................................................................... 62 The Lender's Right To Perform the Obligation ............................................. 63 No Remedy Exclusive .................................................................................... 63 I ssuer E nforcement of Rights ......................................................................... 64

ARTICLE XII MISCELLANEOUS

Di sci ai mer of W arranti es ............................................................................... 64 Limitations of Liablity .................................................................................. 64 Additional Payments to the Lender ................................................................ 65 Nctices ........................................................................................................... 65 Binding Effect; Ti me I s of the Essence ......................................................... 66 Severability .................................................................................................... 66 Amendments .................................................................................................. 66 Execution in Counterparts .............................................................................. 67

iii

Section 12.09. Section 12.10. Section 12. 11. Section 12. 12. Section 12. 13. Section 12.14. Section 12. 15. Section 12.16. Section 12. 17. Section 12.18. Section 12.19. Section 12.20.

EXHIBIT A EXHIBIT B EXHIBIT C

EXHIBIT D-1 EXHIBIT D-2 EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H

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Page

Arrilicable L= .............................................................................................. 67 Jury Trial Waiver ........................................................................................... 67 Cap:ions ......................................................................................................... 67 Entire Agreement ........................................................................................... 67 Waiver ............................................................................................................ 68 Survivability ................................................................................................... 68 U~ .............................................................................................................. ~ Thi rd-Party B enefi ci ary ................................................................................. 68 Further Assurance and Corrective I nstrunnents .............................................. 68 Dispute Resolution; Pravisional Remedies .................................................... 68 Arm's-length Transaction ............................................................................. 69 Patriot Act ...................................................................................................... 70

DESCRIPTION OF LAND FORM OF LENDER LETTER OF REPRESENTATIONS MATTERS TO BE ADDRESSED IN OPINION OF COUNSEL OF THE BORROWER AND THE GUARANTOR SCHEDULE OF PAYMENTS ON THE SERIES A LOAN SCHEDULE OF PAYMENTS ON THE SERIES B LOAN FORM OF REPORTING CERTIFICATE FORM OF DISBURSEMENT REQUEST FORM OF CAPITAL EXPENDITURE DRAW REQUEST FORM OF SERIES B DRAW REQUEST

iv

TH IS LOAN AGREEMENT, dated as of Sep:ember 1, 2018 (this "Loan Agreement"), 0\1 and ammg FARMERS AND MERCHANTS BANK OF LONG BEACH, a California corpcratim (the "Lender"), CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK (the "Issuer"), a public entity duly organized and validly existing under the laws of the State of California (the "State"), as issuer, and PUEBLO SERRA WORSHIP H OLDING S, a California nonprofit religious corporation (the "Borrower").

WITNESSETH:

WHEREAS, the Issuer was estallished for the purpose of, among cther things, financing el igi bl e projects in the State of Cal iforniaand is authorized to issue taxalle and tax-exempt revenue bonds and other evidences of indebtedness to pravide financing or refinancing for such projects pursuant to the prcwisions of Sectim 63000 et seq. of the California Gcwernment Code (constituting Division 1 of Title 6.7 of the Gcwernment Code of the State of California, as navv in effect) (the "Act"); and

WHEREAS, in furtherance of the purposes of the Issuer set forth abcwe, the Issuer proposes to undertake the Project (as defined herein) to be avvned or leased (as tenant under the Ground Lease, as defined belcw) and operated by the Borrower and Borrower's affiliates; and

WHEREAS, the Borravver is a nonprofit religious corpcration duly incorpcrated and existing under the laws of the State, and an organization described in Section 501 (c)(3) of the Code ( as defi ned herei n) ; and

WHEREAS, the Borravver desires to undertake the Prqject on the terms and cmditions set forth bel avv; and

WHEREAS, in orderto undertake the Project, the Issuer intends to issue two tax-exempt obi i gati ons to the Lender in the aggregate principal amount of up to $49, 990, 000 (together, and as further defined herein, the "Issuer Loan Obligation"), the interest on which shall be excluded from gross income of the Lender for Federal income tax purposes and exempt from State i ncmne taxes, and lend the proceeds thereof to the Borrower ( as further defined herein, the "Borrower Loan"); and

WHEREAS, for and in consideration of such Borrcwer Loan, the Borravver agrees, inter al ia, to make loan payments (as further defined herein, the "Payments") sufficient to pay on the dates specified herein, the principal of, premium, if any, interest thereon andAdditimal Payments ( as defi ned herei n) ; and

WHEREAS, the lssuerwill assign the Payments due underthe Borrcwer Loan pursuantto this Loan Agreement (except any payments due to the Issuer pursuant to Reserved Issuer Rights (as defined herein)) to the Lender to satisfy the Issuer's obligations under the Issuer Loan Olligatim; and

WHEREAS, the Borrcwer shall make Payments directly to the Lender as assignee of the Issuer; and

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WHEREAS, the Issuer, the Lender and the BorrOvVer have duly authorized the execution and delivery of this Loan Agreement, and the documents contempated by this Loan Agreement;

NOW, THEREFORE, in consideration of the payments to~ made hereunder and the mutual cavenants, conditions and terms contained herein, the parties agree as follOvVs:

ARTICLE I

DEFINITIONS

The fol I cwi ng terms used herein wi 11 have the meanings indicated ~I OvV uni ess the context cl early requires ctherwi se.

"Accountant" means any independent certified public accountant firm selected by the B orrOvVer and reasonably accep:abl e to the Lender.

"Act" means Division 1 of Title 6.7 of the California Gavernment Code (commenci ngwith Section 63CXX)), as amended.

"Addi ti anal P aynnents'' means the amounts, ctherthan Payments, payable by the B orrOvVer pursuantto the prcwisions of this Loan Agreement, including, without limitation, Issuer Fees and Expenses, amounts pursuantto Section 12.03 hereof (Additional Payments to Lender), indemnity payments and reimbursement of advances due hereunder.

"Affiliate" means, with respect to any Person, any cther Person directly or indirectly controlling or controlled by, or under common control with, such Person. Without limiting the foregoing, the definition of "Affiliate" of any person shall include any subsidiary of such Person.

"Anti-Terrorism Laws'' has the meaning assigned to that term in Section 2. 02 hereof.

"Applicable Loan Rate" has the meaning set forth in Section 4.14 hereof, and subject to adjustment as set forth in Section 4.0S(e) hereof.

"Assignment Agreement" means that certai n Assignment Agreement, dated as of Septem~r 1, 2018, by and ~een the Issuer and the Lender.

"Authorized Borrcwer Representative" means the President and the Secretary of the B orrOvVer, each acting al one, and any other Person designated from ti me to ti me in writing by the Borrower's Board of Directors.

"BorrOvVer" means (a) Pueblo Serra Worship Hddings, a California nonprofit religious corporation; (b) any surviving, resulting ortransferee entity thereof permitted pursuantto the terms of this Loan Agreement; and (c) except where the context requires otherwise, any assignee(s) of the B orrOvVer permitted pursuant to the terms of this Loan Agreement.

"B orrOvVer Documents" means this Loan Agreement, the Deed of Trust, the Environmental Indemnity Agreement, the Security Agreement and the Tax Regulatory Agreement.

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"BITravver Loan" means, collectively, the Series A Borrower Loan and the Series B BITrcwer Loan made to the Borrcwer from the Issuer pursuant to this Loan Agreement.

"Business Day" means any day which is not one of the fdlcwing: (a) a Saturday, Sunday IT legal holiday as set forth O\f the Federal Reserve Bank of San Francisco; (b) any other day on which banks in NevvYork, NevvYork or Los Angeles, California, are authorized or required to be closed O\f the appropriate regulatory authITities; or (c) a day on which the Nevv Y ITk Stock Exchange is authorized IT required to be closed.

"Capital Expenditure Draw Request" means a Capital Expenditure Draw Request substantial I y i n the f ITm attached hereto as E xhi b t G .

"Capital Expenditure Reserve Account" has the meaning set forth in Section 4.03 hereof.

"Cash Flcw from Operations" means the sum of (a) net cash provided by operating activities as identified in the statement of cash flews plus (b) cash paid for interest during the twelve-month period ending on the date of determination.

"Closing Date" means September 4, 2018.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Cdlateral" means, cdlectively, the Property (as defined in the Deed of Trust), the Collateral (as defined in the Security Agreement), the Reserve Account Collateral (as defined in Section 4.04 hereof) and the Project Fund Collateral (as defined in Section 4.04 hereof).

"Ccrnpletion Notice" means a certificate stating that the lmpravements are complete and that no further Disbursement Requests will be submitted.

"Control I ed Group" means al I members of a control I ed group of corpcrati ons and al I trades IT businesses (whether IT nct incorporated) under common control which, together with the B ITrcwer, are treated as a single emp ayer under Section 414 of the Code.

"Current P ITti on of Long-Term Debt" means the aggregate amount of principal payments payable within one (1) year of the date of determination.

"Debt Service" means (a) the aggregate amount of Current Portion of Long-Term Del:( fl us (b) cash paid for interest during the twelve-month period ending on the date of determination, excluding any amount attributable to operating I eases.

"Debt Service (average Ratio" means for each fiscal year, the ratio of Cash Flow from Operations of the B ITrcwer and the G uarantIT to DelX Service of the B ITrcwer and G uarantIT, on aconsdidated basis.

"Deed of Trust" means the Fee and Leasehdd Deed of Trust with Assignment of Leases and Rents, Security Agreement and Financing Statement, dated as of Sep:ember 1, 2018, O\f the B ITrcwer fIT the benefit of the Issuer, as amended or supp emented in accordance with its terms.

3 4829-1392-4973.6

"Default'' rrEans an event that, with giving of notice or passage of tirrE or both, would constitute an Event of Default as pravided in Article XI hereof.

"Default Rate" rrEans the Applicable Loan Rate, plus 5°/o per annum, but not to exceed the highest rate permitted O\f applicable law.

"Deterrri nation of T axabi Ii ty" means any determination, decision, decree or advi serrEnt O\f the Cammi ssi oner of I nternal Revenue or any court of competent j uri sdi cti on, or an op ni on obtained O\f the Lender, of counsel qualified in such matters, that an Event of Taxability has occurred. A Deterrrination of Taxability also shall be deerrEd to have occurred on the first to occur of the fol I cwi ng:

(a) the date when the B orrcwer fi I es any staterrEnt, suppl errEntal staterrEnt, or cther tax schedule, return or docurrEnt, which di sci oses that an Event of T axabi Ii ty has occurred;

(b) the effective date of any federal legislation enacted or federal rule or regulation promulgated after the date of this Loan AgreerrEnt that causes an Event of Taxability; or

(c) upon the sale, lease or other deliberate action within the rrEaning of Treas. Reg. § l.141-2(d), the failure to receive an unqualified opinion of Special Counsel to the effect that such action wi 11 nct cause interest on the Issuer Loan Obi i gati on to becorrE i ncl udabl e i n the gross i ncorrE of the reci fl ent.

"Di sburserrEnt Request" rrEans a Di sburserrEnt Request substantially in the form attached hereto as Exhibit F.

"Draw Date" rrEans the day, which shal I be a Business Day, on which the Lender has made the advance of the Series B Issuer Loan Obligation into the Prqject Fund.

"Draw Period'' means the period beginning on the Closing Date and ending on the earliest of (a) September 1, 2020 for the Series B Loans, and (b) the Draw Date.

"EnvironrrEntal Indemnity AgreerrEnt'' rrEans that certain EnvironrrEntal Indemnity AgreerrEnt, dated as of September 1, 2018, entered into O\f the B orrcwer in favor of the Issuer.

"EnvironrrEntal Laws" rrEans any federal, state or local lctN, statute, code, ordinance, regulation, requi rerrEnt or rule relating to dangerous, taxi c or hazardous pol I utants, Hazardous Materials or chemical waste, materials or substances, including, without limitation, such laws gaverning or regulating the use, generation, storage, remaval, reccwery, treatrrEnt, handling, transport, disposal, control, discharge of, or exposure to, Hazardous Materials.

"E RI SA'' has the rrEaning set forth in Section 7.0S(d) hereof.

"E RI SA Event'' rrEans (a) a reportable event (as defined in ERISA) with respect to a Plan; (b) a withdrawal O\f the Borrcwer or any member of the Controlled Group from a Plan suqject to Section 4a:i3 of ERISA during a plan year in which it was a substantial employer (as defined in

4 4829-1392-4973.6

Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrctvVal under Section 4062(e) of ERISA; (c) a corrplete or partial withdrawal O\f the BorrOvVer or any member of the Contrd led Group or nctification that a Plan is in reorganization; (cl) the filing of a notice of intent to terminate a Plan, the treatment of a Plan amendment as a termination under Section 4041 or 4041 A of ER I SA, or the commencement of proceedings O\f the PB G C to terminate a Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, orthe appointment of a trustee to administer, any Plan; or (f) the imposition of any liability under Title IV of ERISA, cther than for PBGC premiums due rut nct delinquent under Section 4007 of ER I SA, upon the B orrOvVer or any member of the Contrd I ed Group.

"E stoppel Certificate" means that certain Estoppel Certificate, dated as of the Closing Date, delivered O\f the Borrcwer in favor of the Lender.

"Event of Default" has the meaning set forth in Section 11.01 hereof.

"Event of Indirect Taxability" means the enactment of any federal legislation, or the promulgation of any federal rule or regulation, afterthe date of this Loan Agreement, that has the effect (no matter hOvV accompished or implemented) of causing (a) a reduction in the tax equivalent yield on the Issuer Loan Olligation to the Lender, or (b) all or any portion of the interest on the Issuer Loan Obi i gati on to be taken into account under any pravi si on of the Code in such manner as to cause an increase in the federal income tax I iabi lity of the Lender.

"Event of Taxablity" means: (a) the application of the proceeds of the Issuer Loan Olligation, or other announts treated as "gross proceeds" of the Issuer Loan Obligation, in such manner that such Issuer Loan Obligation become an "arbitrage bond" within the meaning of Code Sections 103(b)(2) and 148, and with the resultthat interest on such Issuer Loan Oll igation is or beconnes includable in the gross income (as defined in Code Section 61) of the Hdder of such Issuer Loan Obligation; (b) if as the result of any act, failure to act or use of the proceeds of any portion of the Issuer Loan Obligation or the Tax-Exempt Financed Facilities or any misrepresentation or inaccuracy in any of the representations, warranties or cavenants contained in this Loan Agreement O\f the Issuer orthe BorrOvVer, the interest on such Issuer Loan Obligation is or becomes includable in a Holder's gross income (as defined in Code Section 61); (c) if as a result of the enactment of any federal legislation or the promulgation of any federal rule or regulation after the date of this Loan Agreement the interest on any portion of the Issuer Loan Obligation is or becomes includable in a Holder's gross income (as defined in Code Section 61); ( cl) if as a result of the introduction of any federal I egi sl ati on prior to, on, or after the date hereof (including but not limitedtotheTax CutsandJ obsAct, H.R. 1, 11 Sth Cong. (2017)), in the opinion of counsel qualified in such matters obtained O\f the Lender, such I egi sl ati on causes interest on any portion of the Issuer Loan Obligation (including, for example, any portion drctvVn after December31, 2017) to become includable in a Holder's gross inconne (as defined in Code Section 61); or (e) any revocation of the determination letter from the Internal Revenue Service regarding the status of the B orrOvVer as a 501 ( c)(3) corporation.

"F aci I ities" means collectively (a) al I b.Ji I dings, structures and other i mpravements situated, placed or constructed on the Land; and (b) all materials, apparatus and cther items of personal property OvVned O\f the B orrOvVer or the G uarantor and attached to or i nstal I ed i n the b.Jildings, structures and other impravements situated on the Land or used in connection with the

5 4829-1392-4973.6

buildings, structures and cther imprcwements situated on the Land, including without limitation water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated i n easements.

"Fee Property" means that certain real property cwned by the Borrcwer in fee, located in the City of SanJ uan Capistrano, State of California, as more particularly identified in Exhibt A hereto.

"F i nal Appraisal" means the appraisal conducted by a MA I certified appraiser selected and engaged by Lender.

"GAAP" refers to generally accepted accounting principles in the United States as in effect from ti me to ti me.

"Gavernrnental Unit" has the meaning set forth in Section 150 of the Code.

"Gross--U p Rate" means, with respect to the Issuer Loan Obi igation, an interest rate equal to the Applicable Loan Rate, plus a rate sufficient such that the total interest to be paid on any payment date would, after such interest was reduced by the amount of any U.S. federal, state and local income tax (including any interest or penalties) actually imposed thereon, equal the amount of interest due with respect to such Issuer Loan Obligation; pravided, hcwever, that in no event shal I the G ross--U p Rate exceed 12"/o per annum.

"Ground Lease" means that certain Pueblo Serra Ground Lease, as amended as of J uly 26, 1982, and as further amended by that certain First Amendment to A mended Ground Lease between The Buchheim Company, as landlord, and WSMI Real Estate Limited Partnership ("WSMI"), as tenant, entered into in 1999. WSMI's leasehold interest was assigned to Pueblo Serra, LLC pursuant to that certain Assignment and A ssum[Xi on of Ground Lease dated as of August 30, 2002 and recorded August 30, 2002 as Instrument No. 20020736557 in the Official Records of Orange County, California Pueblo Serra, LLC has subsequently assigned al I of its right, title and interest under the Ground Lease to Borrcwer (formerly Pueblo Serra, Inc.) pursuant to that certain Assignment and Assumption of Ground Lease, dated September 2, 2003 and recorded Se[Xember 4, 2003 as Instrument No. 2003001077189 in the Official Records of Orange County, pertaining to the Leasehdd Property.

"Guarantor" means St. J unipero Serra Catholic High School, a California nonprofit religious corporation.

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"Guarantor Docurrents'' means, collectively, the Guaranty, the Guarantor Environmental I ndernni ty Agreement, the Guarantor Security Agreement and the Subordination Agreement.

"Guarantor E nvi ronrrental I ndernnity Agreerrent" means the Environmental Indemnity Agreement, dated as of September 1, 2018, executed by the Guarantor in favor of the Issuer.

"Guarantor Security Agreerrent" means the Security Agreement, dated as of September 1, 2018, executed by the Guarantor in favor of the Issuer.

"Guaranty" means that certain Guaranty Agreement dated as of the date hereof delivered by the Guarantor in connection with the Loan.

"Hazardous Materials'' means:

(a) any oil, flammable substance, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other wastes, material s or pol I utants which (i) pose a hazard to the Property or to Persons on or about the Property, or (ii) cause the Property to be in vi d ati on of any Environmental Laws;

(b) asbestos in any form which is or could become friable, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls, or radon gas;

(c) any chemical, material or substance defined as or included in the definition of "waste," "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," or "toxic substances" or words of similar import under any Environmental Laws including, but nct limited to:

(i) the Comprehensive Environmental Response, Compensation and Liab lity Act, 42 U .S.C. Sections 9601, et seq. ("CERCLA");

(ii) the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq.;

(iii) the Resource Conservation and RecCNery Act, 42 U.S.C. Sections 6901, et seq. ("RCRA");

(iv) the Toxic Substances Contrd Act, 15 U .S.C. Sections 2601, et seq.;

(v) the Clean Water Act, 33 U .S.C. Sections 1251, et seq.;

(vi) the California Hazardous Waste Control Act, California Health and Safety Code Sections 25100, et seq.;

(vii) the California Hazardous Substance Account Act, California Health and Safety Code Sections 25300, et seq.;

7 4829-1392-4973.6

(viii) the CalifITnia Safe Drinking Water and Toxic Enforcement Act, California Health and Safety Code Sections 25249.5, et seq.;

(ix) the CalifITnia Health and Safety Code Sections 25280, et seq. (pertaining to underground storage of Hazardous Materials);

(x) the CaliforniaHazardousW aste Management Act, Cal iforniaHealth and Safety Code Sections 25179.1, et seq.;

(xi) the CalifITnia Health and Safety Code Sections 25500, et seq. (pertaining to Hazardous Materials res[X)nse plans and i nventay);

(xii) the CaliforniaPorter--CdogneWaterQuality Control Act, California Water Code Sections 13CXX), et seq.;

(xiii) the California Civil Code Section 2929.5 (pertaining to inspections rel ati ng to H azardous M ateri al s) ;

(xiv) the Federal Water Pollution Control Act, 33 USC§§ 1251 et seq.;

(xv) the Underground Storage of Hazardous Substances Act, Cal. Health & Safety Code§§ 25280 et seq.;

(xvi) the Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65);

(xvii) Title 22 of the CalifITnia Code of Regulations, Division 4, Chapter 30; and

(xviii) al I cther existing and future federal, state and I ocal I ctvVs, ordinances, rules, regulations, orders, requi rernents, and decrees regulating, relating to, IT imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material;

( cl) any substance, product, waste IT cther material of any nature whatsoever which may give rise to liability (i) under any of the statutes or regulations described in clauses (a)(i) through (xviii) abave; (ii) under any statutay or common law theay, including negligence, trespass, intentional tort, nuisance or strict I iabi lity; or (iii) under any reported decisions of any state or federal court;

( e) any cther chemical, material or substance, ex[X)sure to which is prohibited, Ii mited or regulated by any gavernrnental authority or agency or may or could fXJ5e a hazard to the health and safety of the occupants of the F aci I iti es or the cwners and pr occupants of property adjacentto or surrounding the Facilities, or any other Person coming upon the Facilities or adjacent property;

(f) any cther chemical, materials or substance which may or could [X)se a hazard to the envi ronrnent; and

8 4829-1392-4973.6

(g) ~troleum, ~troleum p-oducts and by---p-oducts, gasoline or crude oil, other than ~rd eum and ~trol eum products contained within regularly o~rated motor vehicles (including without limitation golf carts and lctvVn nnai ntenance vehicles).

"Holder" means eitherthe Lender or an assignee to which the Loans are assigned pursuant to Section 10.01 hereof.

"I rnpravements'' means the acqui si ti on, construction and i nstal I ati on of i mp-cwements and renavations to the Pro~rty financed with Loan Proceeds and the acquisition and installation of equipment for use atthe Pr~rty financed with Loan Proceeds.

"Initial Prepayment Date" means September 1, 2028.

"Issuer" means the California Infrastructure and Econorric Development Bank, or its successors and assi gns.

"Issuer Annual Fee" means an annount equal to $2,500 annually while the Outstanding p-incipal annount of the Loan exceeds $30,000,000, $1,000 annually while the Outstanding p-incipal annount of the Loan is less than or equal to $30,000,000 and is more than $10,000,000, and thereafter $500 annually, in each case payable in accordance with Section 3.04 hereof.

"I ssuer Documents'' means this Loan Agreement, the Assignment Agreement and the Tax Regulatory Agreement.

"Issuer Fees and Expenses" means, with res~ to this Loan Agreement, the fee payable to the Issuer for the Issuer's services in connection with the preparation, review and execution of this Loan Agreement and the Issuer's fees, costs and expenses, as further defined in Sections 3.04 and 7.11 hereof.

"Issuer Issuance Fee" means $55,000 payable on the Closing Date.

"Issuer Loan Obi igation" means, collectively, the Series A Issuer Loan Obligation and the Series B Issuer Loan Obligation made to the Issuer from the Lender pursuant to this Loan Agreement.

"Land'' means the real pro~rty identified in Exhibit A hereto, together with any greater estate therein as hereafter may be acquired by the BorrOvVer, and including both the Leasehold Pro~rty and the Fee Pro~rty.

"Lease Agreement'' means the Agreement to Lease dated as of January 1, 2010 between the B orrOvVer, as I andl ord, and the Guarantor, as tenant, as annended to the CI osi ng Date.

"Leasehdd Pro~rty" means that certain real property located in the City of San Juan Cap strano, State of California, consisting of approximately 29 acres adj acentto the Fee Pro~rty, as more particularly identified in Exhibit A hereto.

"Lender" means ( a) Farmers and Merchants Bank of Long Beach, a California corporation; (b) any surviving, resulting or transferee corporation of Farmers and Merchants Bank of Long

9 4829-1392-4973.6

Beach; and (c) if this Loan Agreement and the Issuer Loan Obligation have been assigned O\f the Lender pursuantto Section 10. 01 hereof, such assignee shal I be considered the Lender with respect to this Loan Agreement and the Issuer Loan Oll igation, subject to Section 10.01.

"Lender Fees'' means, with respect to this Loan Agreement, the fee payable to the Lender for the Lender's services in connection with the preparation, review and execution of this Loan Agreement, as further defined in Section 12.03 hereof.

"Lender I ndernnified Persons'' has the meaning set forth in Section 7.14 hereof.

"Lien" has the meaning set forth in Section 8.01 hereof.

"Loan" or "Loans'' means collectively, the Series A Loans and the Series B Loans under this Loan Agreement.

"Loan Agreement" means, col I ectively, this Loan Agreement, including the exhibits hereto, as any of the same may be supp emented or amended from ti me to ti me in accordance with the terms hereof.

"Loan Documents" means, cd lectively, this Loan Agreement, the Deed of Trust, the Environmental I ndemni ty Agreement, the Assignment Agreement, the Security Agreement, the Guaranty, the Guarantor Security Agreement, the Guarantor Environmental Indemnity Agreement, the Subordination Agreement and the Tax Regulatory Agreement.

"Loan Proceeds'' means, collectively, the Series A Loan Proceeds and the Series B Loan Proceeds.

"Margin Stock'' has the meaning assigned to such term in R egul ati on U promulgated O\f the Board of Di rectors of the Federal Reserve System, as ncw and hereafter from ti me to ti me in effect.

"Material Adverse Change" means any change of circumstances or any event which in the sd e reasonable discretion of the Lender results in ( a) a material adverse change in the business, operations, properties, I i abi I i ti es ( actual or conti ngent) or fi nanci al con di ti on of the B orrcwer or the Guarantor; (b) a material impairment of the prospect of repayment of any portion of the Olli gati on O\f the B orrcwer or the Guarantor; or ( c) a material impairment of the value of the Collateral or priority of the Lender's security interests in the Collateral.

"Material Adverse Effect" means: (a) a Material Adverse Change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition ( fi nanci al or ctherwi se) or prospects of the B orrcwer or the G uarantor; ( b) a material i mpai rment of the ability of the Borrcwer to perform its obligations under any Loan Document or of the Guarantor to perform its obi i gati ons under the Guaranty; or ( c) a material adverse effect upon the legality, validity, anding effect or enforceability against the Borrcwer of any Loan Documentto which it is a party or against the Guarantor of the Guaranty.

"Maturity Date" means September 1, 2043; pravided, hcwever, that the Loan shall be prepaid on the Prepayment Date, which date shall be deemed to be the maturity date with respect

10 4829-1392-4973.6

to the Lender's commitment hereunder, unless the Loan is extended at the option of the Lender p.,1rsuant to Section 4.0S(f)

"MinirnumCaptal Expenditure Reserve Requirement" means (i) commencing Sep:ember 1, 2019, $100,000, (ii) commencing September 1, 2020, $200,000, and (iii) commencing September 1, 2021 and during each year thereafter, $300,000.

"Net Proceeds" means any insurance p-oceeds or condemnation award paid with respect to the Property, or any portion thereof, to the extent remaining after payment therefrom of all expenses incurred in the col I ecti on thereof.

"Obi i gati on" means Payments and A dditi anal Payments payable lJy the B orrcwer pursuant to the prcwi si ons of this Loan Agreement.

"Patriot Act" means the Uniting and Strengthening America lJy Praviding App-opriate Tools Required to I ntercep: and Obstruct Terrori smAct of 2001, Title 111 of Pub. L. 107-56.

"Payments" means those payments of principal and interest with respect to the Loans (excluding, Additional Payments, Issuer Fees and Expenses and Lender Fees payable to the Lender and the Issuer hereunder) payable lJy the B orrOvVer p.,1rsuant to the pravi si ons of this Loan Agreement. Payments shal I be payabl e lJy the B orrOvVer di rectl y to the Lender as assi gnee of the Issuer, in the amounts and at the ti mes as set forth in this Loan Agreement.

"PBGC" means the Pension Benefit Guaranty Corporation or any successor thereto.

"Perrritted Encumbrances" means (a) liens and security interests securing indebtedness cwed lJy the BorrOvVertothe Issuer andprthe Lender, including I iens and security interests granted lJy the Security Agreement and the Deed of Trust; (b) liens arising lJy reason of good faith deposits in connection with tenders, leases of real estate, bids or contracts (other than contracts for the payment of borrOvVed money); (c) any lien arising lJy reason of deposits with, or the giving of any form of security to, any gcwernmental agency or anybody created or appraved lJy law or gavernmental regulation for any purpose at any ti me as required lJy I aw or gcwernmental regulation as a condition to the transaction of any business orthe exercise of any p-ivi I ege or I i cense, orto enable the B orrcwer to maintain sel f--i nsurance or to participate in any funds established to caver any insurance risks or in connection with workers' compensation, unemployment insurance, pensions or profit sharing plans or cther social security plans or programs, or to share in the p-ivi leges or benefits required for corporations participating in such arrangements; (cl) liens arising lJy reason of good faith deposits made lJy or to the B orrOvVer in the ordinary course of business (for cther than borrcwed money), deposits lJy the B orrOvVer to secure public or statutory obi i gati ons or deposits to secure, or in lieu of, surety, stay or appeal bonds, and deposits as security for the payment of taxes or assessments or cther si mi I ar charges; ( e) attachment or judgment Ii ens nct constituting a default hereunder or under the Deed of Trust, or any attachment or judgment lien against the Borrcwer so long as such judgment is being contested in good faith and execution thereon is stayed; (f) rights reserved to or vested in any municipality or pullic authority lJy the terms of any right, pOvVer, franchise, grant, license, permit or pravision of law affecting the Property, to: (i) terminate such right, pOvVer, franchise, grant, license, or permit; p-avided, thatthe exercise of such right would nct materially impair the use of such Property in the ordinary course

11 4829-1392-4973.6

by the BITrcwer or materially and adversely affect the value thereof; IT (ii) purchase, condemn appropriate or recapture, or designate a purchaser of, the Property or any portion thereof; (g) liens fIT taxes, assessments, or similar charges either not yet due IT being contested in good faith; (h) Ii ens of material men, mechanics, warehousemen, or carriers, IT other Ii ke Ii ens arising in the ITdi nary course of business and securing obi i gati ons which are not yet delinquent; IT which are being contested in good faith for a period no longer than the 90 days after the due date of such lien; (i) easements, rights-of-way, servitudes, restrictions, deed restrictions, oil, gas, or cther mineral reservations and cther minor defects, encumtrances, and irregularities in the title to the Property which do not materially impair the use of such Property in the ordinary course by the BITrcwer or materially and adversely affect the value thereof; U) rights reserved to or vested in any municipality or public authority to control or regulate the Property or to use such Property in any manner, which rights do not materially impair the use of such Property IT materially and adversely affect the value thereof, to the extent that it affects title to the Property; (k) liens on property received by the Borrcwer through gifts, grants IT bequests, such liens being due to restrictions on such gifts, grants or bequests or the i ncorne thereon, so I ong as the fair market value of any such property is greater than the amount of the indebtedness secured by the Ii en on such property; (I) liens appraved in writing by the Lender in its sole discretion on a case-by-case basis; (m) the exceptions to caverage to the Title Policy as appraved by the Lender; (n) liens in existence on the Closing Date and disclosed by the Borrcwertothe Lender, including the Lease Agreement; and (o) liens operating leases permitted pursuantto Section 8.CXi hereof.

"P errri tted I nvestrnents'' means, with respect to the investment of Project Fund Col I ateral, (a) direct obligations of the United States of America(incl uding obligations issued or held in bookentry fITm on the books of the Department of the Treasury of the United States of America) IT obligations with maturities of less than one year the timely payment of the principal of and interest on which are fully guaranteed directly or indirectly by the United States of America, (b) money market mutual funds restricted to the instruments described in clause (a) abave and rated in the top rating category of any rating agency (without regard to any refinement or graduation of such rating category by a numerical modifier or otherwise), (c) bank deposits in any institution affiliated with the Lender, ( cl) bank deposits insured by the FDIC, and ( e) any cther instrument appraved by the Lender in writing on a case-by-case basis.

"Person" means any individual, corpcration, nonprofit cITporation, partnership, limited liability company,jdntventure, association, professional association,joint stock company, trust, unincITporated organization, gavernment, IT any agency or political subdivision thereof or any ct her form of entity.

"Plan" means, with respect to the BITrcwer at any time, an employee pension benefit plan which is cavered by Title IV of ERISA or suqject to the minimum funding standards under Section 412 of the Code and either (a) is maintained, or has within the preceding five pan years been maintained, by a member of the Controlled Group for employees of a member of the Contrdled Group of which the BITrcwer is a part; IT (b) is maintained pursuant to a cdlective bargaining agreement or any other arrangement under which mcre than one employer makes contributions and to which a member of the Control I ed Group of which the B ITrcwer is a part is then making or accruing an obi i gati on to make contributions or has within the preceding five pl an years made contributions.

12 4829-1392-4973.6

"Plans and Specificatims'' means the Borrower's plans and specifications for the lmpravements, as amended from time to time, which include a construction budget for the I mpravements and an al I ocati on of the sources and uses of funds for the I mpravements.

"Prepayment Date" means (i) the Initial Prepayment Date, or (ii) the later date prcwided by the Lender in response to Borrower's written request for an extension pursuant to Section 4.08(f) hereof.

"Prior I nterest P ayrnent" means a payment of interest on the Issuer Loan Obi i gati m made m or prior to the date of any Determination of Taxability that becomes includable in a Holder's gross income (as defined in Code Sectim 61).

"Prior Obligations'' means the Issuer's Variable Rate Demand Revenue Bonds (JSerra Catholic High School Project) Series 2013A, Series 20138, Series 2013C and Series 2015A, outstanding in the aggregate principal amount of approximately $46, 104,270.94.

"Prqject'' means, collectively, (a) refinancing the Prior Obligations, the proceeds of which were used for the acquisitim of the Land and the acquisition, cmstructim, imprcwement, rehab litatim, furnishing and pr equipp ng of certain educational facilities on the Land, consisting of 64 classrooms, a Ii brary /media center, a gymnasium, aquatic center, sports fields, administrative offices and cther ancillary educatimal facilities; (b) financing certain lmprcwements to the Faci Ii ties; and (c) paying certain costs of issuing the Loan.

"P rqject Costs'' means the amount paid or to be paid O\f the B orravver with respect to the I mpravements.

"Prqject Fund'' means the Project Fund established pursuant to Sectim 3.02 of this Loan Agreement.

"Property" means, cdlectively, the Land and the Facilities, with an address commonly knavvn as 26300, 26500, 26311, 26331, 26351 and 26353 J unipero Serra Road, San Juan Cap strano, California 92675.

"Qualified I nstitutimal Buyer" shall have the meaning ascribed thereto in Rule 144A of the Securities Act of 1933, as amended.

"Reserved Issuer Rights'' means the Issuer's rights to Additional Payments (which include the I ssuer Fees and Expenses), i ndemni fi cation, notices, opinions, certifications, information, inspections and consents pursuantto this Loan Agreement and the Tax Regulatory Agreement.

"Security Agreement" means that certain Security Agreement (Accounts, General Intangibles, Inventory & Other Collateral), dated as of Sep:ember 1, 2018, executed O\f the B orravver in favor of the Issuer.

"Series A Borravver Loan" means the $47,736,572.01 loan from the I ssuerto the Borravver made under this Loan Agreement.

13 4829-1392-4973.6

"Series A Issuer Loan Obligation" means the $47,736,572.01 loan from the Lender to the Issuer made under this Loan Agreement.

"Series A Loans'' means, collectively, Series A Borrower Loan and Series A Issuer Loan Olligation.

"Series A Loan Proceeds" means the amount of $47,736,572.01 to be paid or prCNided to the B orrcwer ( representi ng the pri nci pal amount of the Seri es A Loan).

"Series B Borrcwer Loan" means the loan in the amount ofup to $2,253,427.99 from the I ssuerto the B orrcwer made underthi s Loan Agreement.

"Series B Issuer Loan Obligation" means the loan in the amount ofup to $2,253,427.99 from the Lender to the Issuer made under this Loan Agreement.

"Series B Loans'' means, collectively, Series B Borrower Loan and Series B Issuer Loan Olligation.

"Series B Loan Proceeds" means and amount up to $2,253,427.99 to be paid or pravided to the Borrcwer (representing the maximum principal amount of the Series B Loan).

"Special Counsel" means Kutak Rock L LP or any firm of nationally recognized municipal bond attorneys, selected by the Issuer, the Borrcwer orthe Lender and acceptalle to the Issuer, the Lender and the B orrcwer, as the case may be, experienced in the issuance of municipal bonds and matters relating to the exclusion of the interest thereon from gross i ncorne for federal i ncorne tax purposes.

"State" means the State of California

"Subordination Agreement'' means the Subordination Agreement, dated as of September 1, 2018, by and among the Lender, the Borrcwer and the Guarantor with respect to the Lease Agreement.

"Subsidiary" means, of a Person, (a) any corporation more than 50'/o of the outstanding securities having ordinaryvcting pcwer of which shall at the time be cwned orcontrdled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries; or (b) any partnership, limited liability company, association, joint venture or si mi I ar business organization more than 50'/o of the cwnershi pi nterests having ordinary voting pcwer of which shal I at the ti me be so cwned or control I ed.

"Swap Agreement" means (a) any and al I rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity o[Xions, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate o[Xi ons, forward foreign exchange transactions, cap transactions, floor transactions, col I ar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any cther si mi I ar transactions or any combination of any of the foregoing (including any o[Xions to enter into any of the foregoing), whether or nct any such transaction is

14 4829-1392-4973.6

governed O\f or subject to any master agreement; and (b) any and all transactions of any kind, and the related confi rrrations, which are subject to the terrns and conditions of, or governed 0\/, any forrn of master agreement published O\f the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement.

"Tax-Exempt Financed Facilities" means the portions of the Property financed or refinanced with proceeds of the Loans.

"Tax Regulatory Agreement" means that certain Tax Regulatory Agreement, dated the Closing Date, executed and delivered O\f the Issuer, the BorrOvVer and the Guarantor, together with any supplements or certi fi cates rel ated thereto.

"Title Insurer" means First American Title Insurance Company.

"Title Policy" means an AL TA (or equivalent) rnatgagee policy of title insurance with caverage in an annount equal to the principal annount of the Loan, with reinsurance and endorsements as the Lender rray require, containing no exceptions to title (other than Permitted E ncurnbrances) which are unacceptable to the Lender, and insuring that the Deed of Trust is a first-priority lien on the Borrower's leasehold interest in Property. Without limitation, such policy shall (a) be in the 2006AL TA forrn or, if not available, AL TA 1992 forrn (deleting arbitration and creditors' rights, if permissible) or, if not available, the form commonly used in the State, insuring the Lender and its successors and assigns; and (b) include those endorsements and pr affirrrative caverages appraved O\f the Lender, as evidenced O\f the final apprCNed title pol icy.

"Unfunded Vested Liablities" means, with respect to any Plan at any time, the annount, if any, O)IWhich (a) the present value of all vested nonforfeitable accrued benefits under such Plan exceeds (b) the fair rrarket value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or such Plan under Title IV of ERISA.

Code.

"Welfare Plan" means a "welfare plan," as such terrn is defined in Section 3(1) of ERISA.

"501(c)(3) Organization" means an organization described in Section 501(c)(3) of the

ARTICLE II

REPRESENTATIONS, WARRANT I ES AND COVENANTS OF ISSUER AND BORROWER

Section 2.01. Representations, Warranties and CCNenants of the Issuer. The Issuer represents and warrants, as of the date hereof, and cavenants, forthe benefit of the Lender and the B orrOvVer, as fol I OvVs:

15 4829-1392-4973.6

(a) The Issuer is a public entity duly organized under the law of the State. Under the pravi si ons of the Act, the Issuer has the pcwer to enter into the transactions contemp ated by this Loan Agreement and to carry out its obi i gati ons hereunder. By proper action, the Issuer has duly authorized the execution, delivery and performance of its obi i gati ons under the I ssuer Documents.

(b) All applicable requirements have been met and procedures have occurred such that the Issuer Documents are valid and binding obi i gati ons of the I ssuer enforceable in accordance with their respective terms except as enforcement may be limited by bankruptcy, insolvency, moratorium, or si mi I ar I aws affecting the enforcement of creditors rights generally, by equitable principles, by the exercise of judicial discretion in appropriate cases and by the limitation on legal remedies against agencies of the State. The Issuer has taken all necessary action and has complied with all applicable prCNisions of the Act, including but not Ii mited to the making of any findings required by the Act, required to make the I ssuer Documents the valid and binding obi i gati ons of the I ssuer.

( c) Pursuantto this Loan Agreement and the Assignment Agreement, the I ssuer has assigned to the Lender all of the Issuer's rights (except Reserved Issuer Rights) in the Property, this Loan Agreement, the Payments and all other BorrOvVer Documents except the Tax Regulatory Agreement, including the assignment of all rights in any security interest granted to the Issuer by the B orrcwer thereunder.

( cl) The execution and delivery of the Loan Agreement and compliance with the pravi si ons of the Loan Agreement under the ci rcumstances contemplated thereby wi 11 not i n any respect confl i ct with, or constitute on the part of the I ssuer a material breach or default under any agreement or other instrument to which the Issuer is a party, or any existing law, administrative regulation, court order or consent decree to which the Issuer is subject in a manner that is reasonably likely to have a material adverse effect on the Issuer's ability to issue or deliver the Issuer Loan Obligation, or its ability to execute, deliver or campy with the Issuer Documents and the transactions contempated thereby.

( e) To the current actual kncwl edge of the officers of the Issuer, there is no action, suit or proceeding pending before or by any court for which service of process has been duly competed asto the Issuer and, to the current actual knowledge of the Issuer's officers, there is no action, suit or proceeding before any court threatened against the Issuer or any proceeding, inquiry or investigation threatened by or pending before any public body against the Issuer, (i) challenging the Issuer's authority to enter into the Issuer Documents; and (ii) wherein an unfavorable ruling or finding would have a material adverse effect on the enforceability of the Issuer Documents, the exclusion of the interest on the Issuer Loan Obligation from gross income for federal tax purposes underthe Code, or would have a material adverse effect on the Issuer's ability to perform its obligations with respect to any of the transactions contemplated by this Loan Agreement.

(f) The Issuer will submit or cause to be submitted to the Internal Revenue Service a Form 0038 ( or other information reporting statement) at the ti me and in the form required by the Code.

16 4829-1392-4973.6

(g) To the best knowledge of the Issuer's officers, no officer or other official of the Issuer has any financial interest in the B orrcwer or in the transactions contemp ated by thi s Loan Agreement.

Section 2.02. Representations, Warranties and Ccwenants of the Borrcwer. The B orrcwer represents, warrants and cavenants, for the benefit of the Lender and the I ssuerthat ( such representations and warranties to remain operative and in full effect regardless of the funding of the Loans or any i nvesti gati ons by or on behalf of the Issuer or the results thereof):

(a) the Borrcwer is a nonprofit religious corporation duly incorporated and in good standing under the laws of the State, has ful I legal right, pavver and authority to enter into this Loan Agreement and the other Borrcwer Documents, and to carry out all of its obligations under and consummate all transactions contempated hereby and by the other Borrcwer Documents, and by proper corporate action has duly authorized the execution, delivery and performance of this Loan Agreement and the other B orrcwer Documents. The Borrcwer is duly licensed to operate and maintain its existing facilities, and has all necessary pavver and authority to conduct the business ncw being conducted by it and as contemplated by this Loan Agreement;

(b) as of the Closing Date, the officer(s) of the Borrcwer executing this Loan Agreement and the other Borrcwer Documents are duly and properly in office and fully authorized to execute the same;

(c) this Loan Agreement and the other Borrcwer Documents constitute the I egal, valid and binding agreements of the B orrcwer enforcealbl e against the B orrcwer by the Lender, and any rights of the I ssuer and obi i gati ons of the B orrcwer not assigned to the Lender constitute the legal, valid, and binding agreements of the Borrcwer enforceable against the B orrcwer by the Issuer in accordance with their terms; except in each case as enforcement may be limited by bankrup:cy, insolvency or other laws affecting the enforcement of creditors' rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at I aw or in equity and by public policy;

(cl) the execution and delivery of the Borrcwer Documents by the Borrcwer, the consummation of the transactions herein and therein contemp ated and the ful fi 11 ment of or compliance with the terms and conditions hereof and thereof by the Borrcwer, will not conflict with or constitute a violation or breach of or default (with due nctice or the passage of time or both) under the articles of incorporation of the Borrcwer, its bylctNs, any app i calbl e I ctN or administrative rule or regulation, or any appl i calbl e court or administrative decree or order, or any indenture, mortgage, deed of trust, loan agreement, I ease, contract, or other agreement or instrument to which the B orrcwer is a party or by whi ch it or its properti es are ctherwi se subject or bound, or result i n the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrcwer, which conflict, violation, breach, default, lien, charge or encumbrance may materially and adversely affect the consummation of the transactions contemp ated by the Loan Documents, or the financial condition, operations or business of the B orrcwer;

17 4829-1392-4973.6

( e) as of the CI osi ng Date, no consent IT apprcwal of any trustee IT holder of any i ndebtedness of the B orrcwer or any guarantor of i ndelXedness of IT cther pravi der of credit IT liquidity to the Borrcwer, and no consent, permission, authITization, order IT license of, or filing or registration with, any gavernmental authority (except with respect to any state securities or "Blue Sky" laws) is necessary in connection with the execution and delivery of the B orrcwer Documents by the B orrcwer, or the consummation of any transaction herein or therein contempated, or the fulfillment of IT compliance with the terms and conditions hereof orthereof, except as have been attained IT made and as are in ful I force and effect;

(f) as of the Closing Date, there is no action, suit, proceeding, inquiry or investigation, befITe or by any court or federal, state, municipal IT cther gavernmental authITity, pending, or to the kncwledge of the BITrcwer, after reasonable investigation, threatened against or affecting the B orrcwer or the assets, properties IT operations of the BITrcwer, which, if determined adversely to the Borrcwer or its interests, would have a Material Adverse Effect (as determined by the Lender) or a material adverse effect upon the consummation of the transactions contemplated by, or the validity of, this Loan Agreement IT the cther Loan Documents, or contesting the Borrower's corporate existence IT pcwers, or its status as an organization described in Section 501(c)(3) of the Code IT which would subject any income of the Borrcwerto federal inconne taxation to such extent as would result in loss of the exclusion from gross income for federal income tax purposes of interest on any pcrtion of the Issuer Loan Olligation under Section 103 of the Code. All tax returns (federal, state and local) required to be filed by or on behalf of the Borrcwer have been filed, and all taxes shewn thereon to be due, including interest and penalties, exce[X such, if any, as are being actively contested by the Borrcwer in good faith, have been paid IT adequate reserves have been made fIT the payment thereof which reserves, if any, are reflected in the audited financial statements described therein;

(g) as of the Closing Date, no written information, exhibit or report furnished to the Issuer or the Lender by the B orrcwer in connection with the negotiation of the BITrcwer Documents IT otherwise in connection with the transactions contempated hereby and thereby, contains any untrue statement of a material fact IT omits to state a material fact required to be stated therein or necessary to malke the statements therein, in the light of the circumstances under which they were made, not misleading. All projections, valuations IT pro fITma financial statements pravided to the Lender by the Borrower present the Borrower's good faith opinion as to such projections, valuations and proforma condition and results;

(h) the Borrcwer has heretofITe furnished to the Issuer and the Lender the audited fi nanci al statements of the B orrcwer for its fi seal years ended J une 30, 2016 and J une 30, 201 7, and the related statement of revenues, expenditures, transfer and changes in net assets and changes in financial position fIT the years then ended. The financial statements present fairly the financial condition of the B ITrcwer on the dates thereof, and the activities and cash flcws for the periods then ended were prepared in accordance with GAAP. SinceJ une 30, 2017, there has been no Material Adverse Change in the assets, operations IT financial condition of the BITrcwer, otherthan as disclosed in writing to the I ssuer and the Lender;

18 4829-1392-4973.6

(i) as of the Closing Date, the BorrOvVer has good and insurable fee title to the Fee Property and a val id leasehdd interest to the Leasehold Property, in each case free and clear from all encumbrances cther than Perrritted Encumbrances. The BorrOvVer has undisturbed possession of all real and personal property which is material to the Borrower's operation and of all of the premises upon which it is operating its business at the Facilities. The B orrcwer has heretofore furnished to the I ssuer and the Lender certain i nforrrati on related to the Property and such i nforrrati on is compete and accurate;

U) the Borrcwer is nct in default (and no event has occurred and is continuing which with the giving of notice orthe passage of time or both could constitute a default) (i) under the BorrOvVer Documents; or (ii) with respect to any order or decree of any court binding against the Borrcwer or any order, regulation or demand of any federal, state, municipal or other governmental authority binding against the BorrOvVer, which default could reasonally be expected to materially and adversely affect the consumrration of the transactions conternpl ated by the B orrOvVer Documents, or the financial condition, operations or business of the B orrOvVer;

( k) al I rrateri al certificates, apprCNal s, perrri ts and authori zati ons of appl i cable I ocal governmental agencies, and agencies of the State and the federal gavernment have been ol::tai ned, or wil I be obtained during the course of construction of the Facilities, with respect to the construction and installation of the Faci Ii ties and operation of the Facilities, and the F aci I iti es have been or wi 11 be constructed, i nstal I ed operated pursuant to and in accordance with such certificates, appravals, permits and authorizations;

(I) the Borrcwer acknOvVledges, represents and warrants that, except for the express representations and warranties of the I ssuer set forth herein, it has nct relied on the I ssuer or the Lender for any gui dance or experti se i n anal yzi ng the fi nanci al or other consequences of the transactions contemplated by the Loan Documents or ctherwi se relied on the Issuer or the Lender for any advice. The B orrOvVer acknOvVledges that it has been advised by, or has had the opportunity to be advised by, its OvVn financial advisors in connection with the Project;

(m) no portion of the Tax--Exem[X Financed Facilities includes any property used or to be used for sectarian instruction or study, as a place for devotional activities or religious worship, or in connection with any part of the program of a schod or department of divinity for any religious denomination;

(n) the Borrcwer is an organization described in Section 501 (c)(3) of the Code and is exem[X from federal income tax under Section 501(a) of the Code, except for unrelated business taxable income under Section 511 of the Code, and is nct a private foundation as described in Section 509:a) of the Code. The Borrcwer has received a determination from the I nternal Revenue Service to the foregoing effect, and none of the bases for such determination have changed si nee the date thereof;

( o) Environmental Laws:

19 4829-1392-4973.6

(i) The Borrcwer is in compliance with all applicable Environmental Laws, except such noncomp i ance that would not cause a Material Adverse Effect.

(ii) Neither the BorrOvVer nor the Property is the subject of a federal, state or I ocal i nvesti gati on evaluating whether any remedial action is needed to respond to any alleged violation of or condition regulated by Environmental Laws or to respond to a rel ease of any Hazardous Materials into the environment.

(iii) The BorrOvVer does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment.

(iv) The BorrOvVer is in compiancewith Division 13, commencing with Section 21000, of the Public Resources Code (the "CEQA Requirements") with respect to the Property and has received al I documentation evidencing such compliance, or the Project is not defined as a "project" or is "statutorily exempt" or is "categorically exempt" in accordance with the CEQA Requirements;

(p) neither the Borrcwer nor any Affiliate of the Borrower is an "investment company" or a company "controlled" by an "investment company," as such terms are defined in the I nvestment Company A ct of 1940, as amended;

(q) neither the Borrcwer nor any of its Affiliates is in vidation of any lctvVs relating to terrorism or money laundering ("Anti-Terrorism Laws"), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the "Executive Order"), and the Patriot Act;

4829-1392-4973.6

( r) nei the rt he B orrOvVer nor any of its A ffi I i ates i s any of the fol I OvVi ng:

(i) a Person that is Ii sted in the annex to, or is otherwise subject to the pravisions of, the Executive Order;

(ii) a Person OvVned or control I ed by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the pravisions of, the Executive Order;

(iii) a Person with which the Lender is prohibited from dealing or ctherwi se engaging in any transaction by any A nti-T errori sm Law;

(iv) a Person that commits, threatens or conspires to commit or supports "terrorism" as defined in the Executive Order; or

(v) a Person that is named as a "specially designated national and blocked person" on the most current list published by the Office of Foreign Asset Control ("OFAC") or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any repacement website or other replacement official publication of such list;

20

(s) neitherthe BorrOvVer nor any of its Affiliates (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in Section 2.02(r)(ii) al::xNe; (ii) deals in, or ctherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law;

(t) the BorrOvVer is currently in compliance, and in the futurewil I campy, with al I app i cable nondi scri mi nation I ctvVs;

( u) each Pl an of the B orrOvVer and each member of the Control I ed Group is in comp i ance in al I material respects with ER I SA and other I aws to the extent applicable thereto, and neither the BorrOvVer nor a member of the Controlled Group has received notice to the contrary from the PBGC or any cther gcwernmental authority. Neither the B orrOvVer nor a member of the Contrd I ed Group has any Unfunded Vested Li abi I iti es. No condition exists or event or transaction has occurred with respect to any Plan which could reasonably be expected to result in the i ncurrence by the B orrOvVer or a member of the Contrdled Group of any material liablity, fine or penalty. No ERISA Event has occurred which could reasonably be expected to result in a Material Adverse Effect. Neither the BorrOvVer nor its Subsidiaries has any contingent liability with respect to any postretirement benefits under a Welfare Plan, otherthan liablity for continuation of caverage described in Part 6 of Title I of ERISA;

(v) the BorrOvVer currently maintains insurance caverage with insurance companies believed by the B orrOvVer to be capable of performing their obi i gati ons under the respective insurance policies issued by such insurance companies to the B orrOvVer (as determined in its reasonable discretion) and in ful I compliance with this Loan Agreement;

(w) the representations and warranties of the B orrOvVer contained in the other BorrOvVer Documents, together with the related definitions of terms contained therein, are hereby incorporated by reference in this Loan Agreement as if each and every such representation and warranty and definition were set forth herein in its entirety, and the representations and warranties made by the B orrOvVer in such sections are hereby made for the benefit of the Lender. No amendment to or waiver of such representations and warranties or defi ni ti ons made pursuant to the relevant B orrcwer Document or incorporated by reference shal I be effective to amend such representations and warranties and definitions as incorporated by reference herein without the prior written consent of the Lender;

(x) the B orrOvVer has nct taken any action or omitted to take any action, and has no actual knOvVledge of any action taken or omitted to be taken by any cther Person, which action, if taken or omitted, would adversely affect the exclusion of interest on the Issuer Loan Obligation from gross income for federal income tax purposes or the exemption of interest on the Issuer Loan Obi i gati on from State personal income taxes;

21 4829-1392-4973.6

(y) none of the Loan Documents prcwi de for any payments that would viol ate any applicable I= regarding permissible maxi mum rates of interest;

(z) to the kncwl edge of the B orrcwer, there is no annendment or proposed annendment to the Constitution of the State or any State I= or any adrri ni strative interpretation of the Constitution of the State or any State lctN, or any legislation that has passed either house of the legislature of the State, or any judicial decision interpreting any of the foregoing, the effect of which will materially adversely affect the transactions contempated by this Loan Agreement, the security for any of the obi igations cwed by the B orrcwer hereunder, the creation, organization, or existence of the B orrcwer or the ti ti es to office of any officers executing this Loan Agreement or any other B orrcwer Documents or the Borrower's ability to repay when due its obligations under this Loan Agreement;

(aa) all taxes, assessments, fees and cther governmental charges (other than those presently payable without penalty or interest) upon the Borrcwer or upon any property thereof, which are due and payable, have been paid and no material claims are being asserted with respect to any past due taxes, assessments, fees or other governmental charges against the B orrcwer, except, in each case, as are being contested in good faith by appropriate proceedings for which adequate reserves are being maintained in accordance withGAAP;

(bl::J) the Borrcwer has no Subsidiaries or Affi Ii ates otherthan Guarantor; and

(cc) the Borrcwer is nct a party to any Swap Agreement relating to any i ndebtedness.

ARTICLE Ill

ISSUANCE OF LOANS; APPLICATION OF PROCEEDS

Section 3.01. Loans for the Project.

(a) The Lender hereby agrees to loan the annount of $47, 736,572.01 in the form of the Series A Issuer Loan Obi igation and the Issuer hereby agrees, suqject to limitations herein, to borrcw such aggregate annount from the Lender and to I end the Seri es A Loan Proceeds to the Borrcwer for the purposes of the Project. The Loans are non--revdving, therefore, any portion of the Loans repaid may not be re--borrcwed.

(b) B orrcwer shal I design, construct, i mprave and equip the I mprcwements with all reasonable dispatch, substantially in accordance with the Plans and Specifications. Borrcwer shall (i) pay when due all fees, costs and expenses incurred in connection with the foregoing from funds made avai I able therefor in accordance with this Loan Agreement, or otherwise, uni ess any such fees, costs or expenses are being contested by B orrcwer in good faith and by appropriate proceedings; (ii) as Borrcwer deems reasonably appropriate and in its best interests, ask, demand, sue for, levy, recaver and receive all those sums of money, delXs and other demands whatsoever which may be due, cwi ng and payable under the terms of any contract, order, receipt, writing and instruction in connection with the design, construction and equipping of the lmpravements; and (iii) as Borrcwer deems

22 4829-1392-4973.6

reasonably app-opriate and in its best interests, enforce the prcwisims of any cmtract, agreement, obi i gation, bond or other performance security with respect thereto. B orrcwer rray revise the Plans and Specifications from ti me to ti me, prcwided that no revision shal I be rrade which would change the purposes of the I mpravements to other than purposes permitted O\f the Act. Upm the competion of the I mp-avements, Borrcwer shall pravide Lender with a Completion Nctice.

(c) Upon fulfillment of the cmditions precedent set forth in Sectim 5.01 hereof, the Lender shall (i) di sb.Jrse a portion of the Series A Loan Proceeds in the annount of $46,526,572.01 (being the principal annount of the Issuer Loan Olligatim, less the amount to be deposited in the Project Fund) to or forthe benefit of the BorrOvVer, to be applied to refinance the Prior Obligatim, and to pay certain costs of issuance of the Loans; and (ii) deposit the remaining portion of the Loan Proceeds in the amount of $1,210,000 in the Project Fund.

(cl) Subject to the terms and conditions in Sections 4.15 and 5.04 hereof, the Lender shal I di sburse the Seri es B Loan Proceeds to the I ssuer O\f deposi ti ng such Seri es B Loan Proceeds into the Prqject Fund.

(e) The Issuer's obligation to repay the Series A Issuer Loan Obligation and the Borrower's obligation to repay the Series A BorrOvVer Loan shall commence, and interest shal I begin to accrue, on the Closing Date. The Issuer's obi i gati m to repay the outstanding Series B Issuer Loan Obligatim and the Borrower's obligation to repay the outstanding Series B BorrOvVer Loan shall commence, and interest shall begin to accrue, m the DrctN Date. The execution and delivery of this Loan Agreement shall nct obligate the Lender or the Issuer to execute and deliver any Disbursement Request or to prcwide any funds with respect to any Disbursement Request, unless and unti I such Disbursement Request and any related documents have been executed and delivered O\f al I other parties thereto and al I con di ti ons set forth i n thi s Loan Agreement have been sati sfi ed.

Section 3.02. Project Fund. The BorrOvVer shall cause the Guarantor to establish and maintain an account at Farmers and Merchants Bank of Long Beach designated as the "Project Fund" and designated as account number 05560950. The Guarantor shal I maintain a separate record of the Prqject Fund on its books and shall account for all deposits and withdrawals from each Project Fund in accordance with the Guarantor's accounting procedures. The Guarantor rray withdrctN funds from the Project Fund from ti me to time to pay Project Costs, subject to the terms and conditions set forth in Sections 5.02 and 5.04 hereof. No moneys in the Prqject Fund shall be used to pay Additional Payments. Amounts in the Prqject Fund rray be invested in Permitted Investments as directed O\f the Borrcwer. Each Disb.Jrsement Request shall reasonably identify the Prqject Costs that will be paid with (or for which the Guarantor wil I be reimbursed 0\/) such Disbursement Request; p-avided, hcwever, that, m or before March 1, 2019, up to $20,000 rray be withdrawn from the Project Fund atthe written request of the Guarantor to pay for Borrower's counsel fees related to the issuance of the Loan. Other than as set forth in the preceding sentence, no single Disbursement Request rray pravide for an advance of less than $50,000 (cther than the final Disb.Jrsement Request, which rray be for a lesser amount). Disbursement Requests with respect to the Loans shall be numbered consecutively O\f series with the initial Disb.Jrsement

23 4829-1392-4973.6

Request. Any amount remaining in the Prqject Fund m September 1, 2021 shall be applied to prepay the Loans on October 1, 2021, or earlier, upon the written request of the BorrOvVer.

Section 3.03. Term. The term of this Loan Agreement shall commence on the Closing Date and shal I terminate upon the earliest to occur of any of the fd I OvVi ng events:

(a) so long as no Event of Default has occurred and is cmtinuing hereunder, the payment O\f the B orrOvVer of al I Payments and Addi ti mal Payments with respect to the B orrOvVer Loan, any rebate payments and any other payments required to be paid O\f the B orrOvVer hereunder;

(b) so long as no Event of Default has occurred and is cmtinuing hereunder, the prepayment of the enti re outstandi ng pri nci pal amount, accrued i nterest, any Addi ti mal Payments and cther amounts due hereunder; or

(c) the Lender's election to terminate this Loan Agreement under Article XI due to an Event of Default hereunder.

Section 3.04. Costs and Expenses of the Issuer. The BorrOvVer shall pay to the Issuer the following "Issuer Fees and Expenses":

(a) al I taxes and assessments of any type or character charged to the Issuer affecting the annount avai I able to the Issuer from payments to be received hereunder or in any way arising due to the transacti ms contemp ated hereO)I (including taxes and assessments assessed or levied O\f any public agency or gavernmental authority of whatsoever character having pcwer to I evy taxes or assessments) but excluding any taxes based upm the captal or income of any other persm otherthan the BorrOvVer; prcwided, hOvVever, that the B orrOvVer shal I have the right to protest any such taxes or assessments and to require the Issuer, at the Borrower's expense, to protest and contest any such taxes or assessments assessed or I evi ed upon them and that the B orrcwer shal I have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest uni ess such wi thhd ding, protest or contest would materially adversely affect the rights or interests of the Issuer, notwithstanding the pravisims of Section 8.01;

(b) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts, including, without limitation, fees and expenses of the Issuer's in-house and outside counsel and the fees and expenses of the California Department of J usti ce when acting on behalf of the Issuer, as may be engaged O\f the Issuer to prepare audits, financial statements or opnims or prcwide such other services as are required in cmnectim with the Loan Documents and the Loan;

( c) the I ssuer I ssuance Fee, Issuer Annual Fees and the reasmabl e fees and expenses of the I ssuer or any agent or attorney selected O\f the I ssuer to act on its behal f including, without limitation, fees and expenses of the Issuer's in-house and outside counsel and the fees and expenses of the California Department of Justice, in connection with the BorrOvVer Loan underthis Loan Agreement, the Tax Regulatory Agreement or any cther documents contemp ated hereO)I orthereO)I, i ncl udi ng, with out I i mi tati on, any and al I reasonable expenses incurred in connection with any inquiry, litigation, investigatim, audit

24 4829-1392-4973.6

IT other proceeding which may at any time be instituted involving this Loan Agreement, the Tax Regulatory Agreement or any cther documents contemp ated hereby orthereby, or in connection with the reasonable supervision or inspection of the BorrOvVer, its properties, assets or operations IT ctherwise in connection with the administration of this Loan Agreement, the Tax Regulatory Agreement, or any other documents contemplated hereby IT thereby; and

( cl) such amounts as may be necessary to satisfy the rebate requirements in accITdance with the Tax Regulatory Agreement and to pay the cost of calculation of such rebate requirements when required by the Code if the B orrcwer does not do so directly. To the extent the B orrOvVer does not satisfy any of the exceptions to rebate, any rebate calculations must be computed by a third-party rebate analyst and may nct be computed solely by the B orrOvVer.

The I ssuer Fees and Expenses shal I be bi 11 ed to the B orrOvVer by the I ssuer from ti me to time, together with suppcrting documents where appropriate for one IT more of the al:x:Ne items. Amounts so billed shall be paid by the BorrOvVer within 30 days after receipt of the bill by the B ITrOvVer. N ctwithstandi ng the fITegoi ng, the Issuer shal I not be required to submit a bi 11 to the B ITrOvVer for payment of the I ssuer Annual Fee or any annount due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment fIT which is the responsibility of the B ITrOvVer. The I ssuer I ssuance Fee shal I be paid to the I ssuer by the B orrOvVer on the CI osi ng Date. The I ssuer Annual Fee shal I be due and payable by the B orrcwer in arrears on September 1 of each year, commencing with the first such date fol I cwi ng the Closing Date; pravi ded, hOvVever, if the Loan shall be prepaid in its entirety (i) after September 1 but before March 1 of any given year, then the Issuer's Annual Fee for the year of such prepayment shall be 50% of the Issuer Annual Fee and shall be payable 30 calendar days follOvVing such prepayment; IT (ii) after March 1 and on or before September 1 of any given year, then the Issuer's Annual Fee for the year of such prepayment shal I be 1 OCP/o of the Issuer Annual Fee and shal I be payable on the earlier of 30 calendar days fol I OvVi ng such prepayment IT September 1 of the year in which such prepayment is made. The Borrower's obligation to pay the Issuer Issuance Fee and the Issuer Annual Fee shall in no way limit amounts payable by the BITrOvVer to the Issuer under the Loan Documents, including the enforcement thereof.

Section 3.05. Limited Obligation of the Issuer. None of the Issuer, its officers, its employees IT any Person executing this Loan Agreement on behalf of the Issuer shall be liable personally on the Issuer Loan Oll igation or subject to any personal liability IT accountability by reason of the execution hereof. The Issuer Loan Obligation is a limited obligation of the Issuer, payable solely from and secured by the pledge of the Payments hereunder. Neitherthe Issuer, the members of its Board of Directors, the State, nor any of its political subdivisions shall be directly, indirectly, contingently or morally obi i gated to use any cther moneys IT assets to pay al I or any portion of the debt service due on the I ssuer Loan Obi i gati on, to I evy or to pl edge any form of taxation whatever therefIT IT to make any appropriation for their payment. The Issuer Loan Olligation is not a pledge of the faith and credit of the Issuer, the State or any of its political subdivisions nor does it constitute indebtedness within the meaning of any constitutional or statutory delX Ii mi tati on. The I ssuer has no taxing pcwer.

25 4829-1392-4973.6

The I ssuer shal I not be I i able for payment of the pri nci pal of or i nterest on the I ssuer Loan Obligation or any cther costs, expenses, losses, damages, claims or actions of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Loan Agreement or any other documents, except only to the extent amounts are received for the payment thereof from the Borrcwer under this Loan Agreement.

Section 3.06. Invalidity of B orrcwer Loan. If at anytime the Borravver Loan is declared to be invalid or unenforceable for any reason, the Borravver Loan will be deemed to be a direct I oan from the Lender to the Borrower. All references herein to "Borrower Loan" and "Issuer Loan Obligation" shall instead refer to the "Loans," direct Loans from the Lender to the Borrower.

ARTICLE IV

REPAYMENT OF THE LOANS

Section 4.01. Interest.

(a) The principal amount of the Loans hereunder outstanding from ti me to ti me shal I bear interest ( computed on the basis of a 360-oay year and actual number of days elapsed) attheApplicable Loan Rate. Interest accruing on the aggregate principal balance of the Series A Loans from the Closing Date to the Maturity Date or earlier prepayment as pravi ded herein, and shal I be payable monthly by the B orravver in arrears on the first calendar day of each month prior to the Maturity Date or such earlier prepayment date, commencing October 1, 2018, and upon earlier demand in accordance with the terms hereof or prepayment in accordance with Section 4.08 hereof. Interest accruing on the aggregate outstanding principal balance of the Series B Loans from the Draw Date to the Maturity Date or earlier prepayment as pravi ded herein, and shal I be payable monthly by the Borrcwer in arrears on the first calendar day of each month prior to the Maturity Date or such earlier prepayment date and upon earlier demand in accordance with the terms hereof or prepayment in accordance with Section 4.08 hereof.

(b) Upon the occurrence of a Determination of Taxability, the Borravver shall pay to the Lender, as assignee of the Issuer, future interest payments on the Issuer Loan Obligation calculated at the Gross-Up Rate as such Payments become due. In addition, the Borravver shall malke immediately, upon demand of the Lender, a payment to the Lender sufficient to reimburse the Lender and to suppement Prior Interest Payments to equal the Gross-Up Rate applicable to such Prior Interest Payments, and such obi igation shall survive the termination of this Loan Agreement. The Lender acknavvledges that payments at the Gross-Up Rate may be amounts that are not excluded from gross i ncorne for federal income tax purposes pursuant to Section 103 of the Code.

(c) Upon the occurrence of an Event of Indirect Taxablity, the Lender shall notify the B orravver and the Issuer of such event and shal I have the option, without the consent of the B orravver or the Issuer, to require the B orravver to pravi de for the reimbursement of the Lender for the increase, if any, in its federal income tax liability caused by such Event of lndirectTaxability. Any such adjustment shall be suqjecttothe condition that, priorto such adjustment, the Lender and the Issuer shall have received an

26 4829-1392-4973.6

opinion of Special Counsel to the effect that such adjustment compies with the requirements of this Loan Agreement and will not, in and of itself, cause interest with respect to the Issuer Loan Obi i gati on to be included in the gross income of the Lender for federal income tax purposes. The Lender ackncwledges that any amount received by the Lender pursuantto the application of this Section 4.01 (c) shall be treated as a fee and not as interest that is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Code.

Section 4.02. Payments. The Issuer shall pay the principal of and interest on the Issuer Loan Obligation, but only out of Payments rrade to the Issuer by the Borrcwer therefor. The B orrcwer shal I pay to the Lender, as assignee of the Issuer, Payments in the amounts and at such times as set forth in Section 4.01, Section 4.08 and Section 4.10 hereof.

Section 4.03. Capital Expenditure Reserve Account. The Borrcwer shall cause the Guarantor to establish and maintain an account at Farmers and Merchants Bank of Long Beach designated as the "Capital Expenditure Reserve Account" and designated as account number 05560942, and to comply with the terms of this Section. The Guarantor shal I deposit, funds in the amount of $26,667 per month into the Capital Expenditure Reserve Account. The Guarantor rray withdrctN funds from the Capital Expenditure Reserve Account from ti me toti me to pay for captal expenditures to the Facilities, suqject to the terms and conditions set forth in Sections 5.03 and 5. 04 hereof, or for any cther purpose appraved by the Lender in writing; prCNi ded, hcwever, that the remaining balance in the Capital Expenditure Reserve Account fdlcwing such requested withdrctNal shall not be less than the Minimum Capital Expenditure Reserve Requirement. The funds in the Capital Expenditure Reserve Account which constitute the Minimum Captal Expenditure Reserve Requirement shall be held in such account as a reserve for operational needs of the Guarantor, and rray only be withdrawn by the Guarantor with the written consent of the Lender, at the Lender's sole discretion. Amounts in the Capital Expenditure Reserve Account shall be held uninvested. Each Capital Expenditure DrctN Request shall reasonably identify the capital expendituresthatwill be paid with (orforwhich the Guarantorwill be reimbursed by) such Captal Expenditure Draw Request. No single Captal Expenditure DrctN Request rray pravide for an advance of less than $50,000 (other than a final Captal Expenditure Draw Request related to any specific project, which rray be for a lesser amount). Capital Expenditure Draw Request shall be numbered consecutively with the initial Capital Expenditure Draw Request. Any amount remaining in the Capital Expenditure Reserve Account at the Maturity Date (or such earlier date as the Loans rray be fully repaid) shall be promptly returned to the Guarantor.

Section 4.04. Security for the Loans. As security for the repayment of the Issuer Loan Olli gati on, the Issuer hereby assigns to the Lender al I of its right, ti tie and interest in this Loan Agreement except for Reserved Issuer Rights, including the Issuer's rights to receive Payments with respect to the Borrcwer Loan (and hereby directs the Borrcwer to make such Payments directly to, or atthe direction of, the Lender), to collect the Payments and any other payments due to the Issuer hereunder the receipt of which is nct part of Reserved I ssuer Rights, and to sue in any court for such Payments or other payments, to exercise al I rights hereunder with respect to the Project, and to withdraw or settle any claims, suits or proceedings pertaining to or arising out of this Loan Agreement and the Borrcwer Loan upon any terms (cther than any claims related to Reserved Issuer Rights). Such assignment by the I ssuer to the Lender shal I be an absd ute assignment without recourse to the Issuer. Such Payments and other payments the receipt of which

27 4829-1392-4973.6

is not part of Reserved Issuer Rights shall be made O\f the BorrOvVer directly to the Lender, as the Issuer's assignee, without the requirement of notice or demand, at the address prcwided in Section 12.04, or such other pace as the Lender may from ti me to ti me designate in writing, and shall be credited against the Issuer's payment obligations underthe related Issuer Loan Obligation. No prcwision, ccwenant or agreement contained in this Loan Agreement or any obligation herein or therein imposed on the Issuer, or the breach thereof, shal I constitute or give rise to or impose upon the Issuer a pecuniary liability, a charge upon its general credit or a pledge of its revenues. In making the agreements, prcwisions and cavenants set forth in this Loan Agreement, the Issuer has not obligated itself excep: with respect to the application of the Payments to be paid O\f the B orrOvVer hereunder and thereunder. A 11 amounts required to be paid O\f the B orrcwer hereunder shall be paid in lawful money of the United States of America in immediately available funds. No recourse shall be had O\f the Lender or the BorrOvVer for any claim based on this Loan Agreement against any director, officer, employee or agent of the Issuer alleging personal I iab lity on the part of such Person.

To further secure its Obi i gati ons and to perform and observe the ccwenants and agreements contained herein and in the B orrOvVer Documents, the B orrOvVer hereO)I fl edges to and grants to the Issuer, and the Issuer hereO)I assigns to the Lender, a first priority lien and security interest, within the meaning of the California Uniform Commercial Code and to the extent permitted O\f law in all of its right, title and interest, if any, in the Capital Expenditure Reserve Account (the "Reserve Account Collateral") and in the Project Fund (the "Project Fund Collateral") and in the funds held therein. The BorrOvVer agrees to execute and authorizes the Lenderto file such pledge agreements, notices of assignment, chattel mortgages, financing statements and other documents, in form satisfactory to the Lender, which the Lender deems necessary or appropriate to establish and maintain the Lender's first priority security interest in the Reserve Account Col I ateral and the Project Fund Collateral, including the funds held therein and proceeds thereof.

Section 4.05. Deed of Trust and Security Agreement.

(a) The B orrcwer shal I, at its expense, record, or cause the recordati on of, the Deed of Trust and al I amendments thereto in the Official Records of the Office of the County Recorder of Orange County, California Within 10 days after request for any confirmation of any fi Ii ng required O\f this Section, the B orrOvVer shal I deliver to the Lender, as assignee of the I ssuer, the signed documents requested or evidence satisfactory to the Lender to the effect that such filing has been duly accompished. The BorrOvVer hereO)I authorizes the Lender to fi I e such fi nanci ng statements ( and al I amendments or continuations thereto) as may be necessary to perfect the Lender's security in a form satisfactory to the Lender and the Borrower shall, at the Lender's written request, pravide to the Lender, within 60 days of the date of delivery of this Loan Agreement, a UCC-1 search certificate with respect to the B orrOvVer.

(b) To further secure the payment obligations of the Borrcwer hereunder, the BorrOvVer has executed the Security Agreement. The Issuer, the BorrOvVer and the Lender agree that the Deed of Trust, the Security Agreement and U CC-1 financing statement may be amended or terminated at any ti me O\f a written agreement between the Lender and the B orrOvVer. The consent of the Issuer shal I not be required for any such amendment or terrri nation.

28 4829-1392-4973.6

(c) As additional security fIT the Issuer Loan Oll igation, the Issuer has made a complete assignment to the Lender of all of the Issuer's rights, title interest and obligations in, to and underthe Deed of Trust and the Security Agreement, pursuant to the Assignment Agreement. The B orrcwer hereby consents to such assignment, as wel I as the assignment by the Issuer set forth in Section 4.04 abave.

Section 4.06. Payment on Non-Business Days. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day.

Section 4.07. BorrOvVer Payments To Be Unconditional. The obligations of the BITrOvVer to make Payments required under this Loan Agreement and to make cther payments hereunder and to perform and observe the ccwenants and agreements contained herein shal I be absolute and unconditional in all events, without abatement, diminution, deduction, setoff or defense for any reason, including without linitation any failure of the Property, any defects, malfunctions, lxeakdOvVns or infirmities in the Property IT any accident, condemnation, destruction IT unfITeseen circumstances. Notwithstanding any dispute between the B ITrcwer and any of the I ssuer, the Lender IT any cther Person, the B orrOvVer shal I make al I Payments when due and shal I not withhold any Payments pen di ng fi nal resol uti on of such di spute, nor shal I the BITrOvVer assert any right of setoff or counterclaim against its olligation to make such payments required under this Loan Agreement.

Section 4.08. Prepayments.

(a) The Issuer shall prepay the Issuer Loan Obligation solely to the extent that the B orrOvVer shal I prepay the B orrOvVer Loan, and the B orrOvVer may prepay the B orrOvVer Loan in whole or in part, on any date, in advance of the required Payments set forth in Section 4.10 hereof, by paying the outstanding principal amount of the Loans (or the portion thereof being prepai cl), accrued interest to the prepayment date and any outstanding and unpaid Addi ti anal Payments due underthi s Loan Agreement; prcwi ded, hcwever, that after any partial prepayment, the remaining outstanding principal amount of the Loans shal I not be less than $100,000. The Borrcwer shall pravide the Lender written notice of any such prepayment at I east 30 days in advance thereof uni ess such shorter period of ti me has been agreed to by the Lender in writing. Upon any prepayment in part of the Borrcwer Loan, the prepayment shal I be applied first to interest accrued thereon and any outstanding and unpaid Additional Payments, and next to the principal component of the BorrOvVer Loan in the inverse order of date due.

(b) The Issuer shall prepay the Issuer Loan Obligation solely to the extent that the B orrOvVer shal I prepay the B orrcwer Loan, in whole IT in part at any ti me from the Net Proceeds pursuantto Article IX hereof by paying some IT all of the outstanding principal amount of the app i cable B ITrOvVer Loan, accrued interest on the app i cable B orrOvVer Loan to the prepayment date, and any outstanding and unpaid Additional Payments due under this Loan Agreement.

( c) The I ssuer shal I prepay the I ssuer Loan Obi i gati on solely to the extent that the B ITrOvVer shal I prepay the B orrOvVer Loan, and the B ITrOvVer shal I prepay the B orrOvVer

29 4829-1392-4973.6

Loan in full immediately upon demand therefor of the Lender to the Issuer after the occurrence of an Event of Default by payi ngthe outstanding principal amount of the Loans, accrued interest to the prepayment date and any outstanding and unpaid Additional Payments due under this Loan Agreement.

( cl) The I ssuer shal I prepay the I ssuer Loan Obi i gati on solely to the extent that the Borrcwer shal I prepay the Borrcwer Loan in full immediately, and the BorrOvVer shall prepay the B orrOvVer Loan in ful I immediately upon demand of the I ssuer after the occurrence of a Determination of T axabi I ity by paying the outstanding principal amount of the BorrOvVer Loan, interest atthe Gross--U p Rate to the date of prepayment as required by Section 4.0l(b) hereof, and any outstanding and unpaid Additional Payments due under this Loan Agreement, fl us an amount necessary to suppement the Prior Interest Payments to the Gross--U p Rate pursuantto Section 4.01 (b).

( e) The I ssuer shal I prepay the I ssuer Loan Obi i gati on solely to the extent that the Borrcwer shall prepay the Borrcwer Loan in full and the Borrcwer may prepay the BorrOvVer Loan in full immediately upon demand of the Issuer after an Event of Indirect T axabi I i ty by payi ng the outstandi ng pri nci pal amount of the B orrOvVer Loan, i nterest accrued with respect to the Borrcwer Loan to the date of prepayment any outstanding and unpaid A dditi anal Payments due underthi s Loan Agreement.

(f) On the Prepayment Date, Issuer shal I, to the extent funds are received from BorrOvVer, prepay the Issuer Loan Olligation in full and BorrOvVer shall prepay the BorrOvVer Loan in full, together with all unpaid and accrued interest on the BorrOvVer Loan to the Prepayment Date, any Additional Payments then due in accordance with this Loan Agreement and all other amounts payable in accordance with this Loan Agreement. Not later than 100 days prior to the Prepayment Date, BorrOvVer may in writing request an extension of the Loan up to and including the Maturity Date. Lender shall, not laterthan 60 days follOvVing receipt of BorrOvVer's written request for an extension, prcwide a written response to BorrOvVer indicating whether such extension is appraved and the new Applicable Loan Rate. Any failure of the Lenderto respond shall be construed as a denial of the request. If such new Appicable Loan Rate is not accep:able to BorrOvVer, Borrcwer shall prepay the Loan on the Prepayment Date. In connection with the extension of the Loan, B orrOvVer shal I cause to be delivered to I ssuer a notice of such extension and the mw Applicable Loan Rate, and to Issuer and Lender an opinion of Special Counsel that such extension is consistent with the terms of this Loan Agreement and will not, in and of itself, adversely affect the exclusion of the interest on the Issuer Loan Obligation from the gross income of the recipients thereof for purposes of federal income taxation. Lender, Issuer and Borrcwer shall enter into an amendment to this Loan Agreement to reflect the terms of any extension of the L oan pursuant to thi s Section.

Section 4.09. Restrictions on Transfer of Loans. Notwithstanding any other pravision hereof, the BorrOvVer Loan is nontransferable, excep: in connection with the transfer of the Issuer Loan Olligation. The Issuer Loan Olligation may be transferred, assigned and reassigned in whole (but not in part) by the Lender without the consent of the Issuer or the BorrOvVer, upon 30 days' prior written notice to the I ssuer and the B orrOvVer, to an A ffi Ii ate of the Lender or a Qualified Institutional Buyer but only in accordance with the requirements of this Section 4.09.

30 4829-1392-4973.6

For purposes of the foregdng sentence, a change of control of the Lender or a sale of substantially all of the Lender's assets or equity shall not be deemed to be a transfer or assignment of the Issuer Loan Obi i gati on. In the event of a sale or transfer to an A ffi Ii ate of the Lender, the Lender shal I certify to the Issuer and the B orrcwer that such transferee is an A ffi Ii ate of the Lender and shal I pravi de the B orrcwer an assignment I etter, and the B orrcwer shal I ackncwl edge such assignment. In the event of a sale, transfer, assignment or parti ci pati on by the Lender of the I ssuer Loan Oll igation to a Qualified Institutional B uyerthat is nct an Affiliate of the Lender, the Lender shall, prior to any such transfer, pravi de or cause to be prcwi ded to the Issuer and the B orrcwer a I ender letter of representations executed by such purchaser or transferee in the form of Exhibit B hereto which shal I contain a certification thatthe purchaser ortransferee is a Qualified I nstituti anal Buyer as pravided in this Loan Agreement. The prcwisions of the letter of representations may nct be revised without the prior written consent of the Issuer. Upon assignment, the Borrcwerwi II reflect i n a book entry the assi gnee desi gnated i n the written request of assi gnment or i n a written certification of an Affiliate delivered to the Issuer and the Borrcwer pursuant to this Section, and shal I agree to make al I payments to the assignee desi gnated i n such written request, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Loan Agreement or ctherwi se) that the Issuer and the B orrcwer may from ti me to time have against the Lender or the assignee. The Lender or assignee shall pay all reasonalle expenses of the Issuer (including those of in-house and outside counsel and the California Department of Justice attorneys when they represent the Issuer) and the B orrcwer, including reasonable fees and expenses of counsel, in connection with such transfer and assignment and the execution of any documents in connection therewith. Any transfers of interest in the I ssuer Loan Olli gati on shal I only be made pursuantto an entry in a registration book by the B orrcwer pursuant to this Section, as required by Section 149 of the Code.

Section 4.10. Repayment. Payments of principal and interest on the Series A Borrcwer Loan shall be payable monthly, on the first day of each month, beginning on October 1, 2018 and continuing through the Prepayment Date, in accordance with the repayment schedule attached hereto as Exhibit D-1. Payments of principal and interest on the Series B B orrcwer Loan shal I be payable monthly, on the first day of each month, beginning the month immediately fdlcwing the DrctN Date and continuing through the Prepayment Date, in accordance with the repayment schedule pravided by the Lender on the Draw Date to be attached hereto as Exhibit D-2. Such repayment schedules shall be prepared by Lender to require substantially equal monthly installments of principal and interest thereon atthe Applicable Loan Rate and fully amortizing to September 1, 2043. In the event the Loan is extended pursuantto Section 4.0S(f) hereof, Lender shall pravide Borrcwer, on the Prepayment Date, with revised repayment schedules based on the Applicable Loan Rate applicable from the Prepayment Date to the Maturity Date, which repayment schedules shall also reflect monthly payments of principal and interest, fully amortized to September 1, 2043. B orrcwer shal I pay to Lender, as assignee of I ssuer, such repayments, in the amounts and on the dates set forth in the appl i call e repayment schedule.

Section 4.11. Purchase Price. The Lender is purchasing the Issuer Loan Obligation at an amount equal to the aggregate principal amount of the Issuer Loan Obligation. The Lender's purchase price of the Issuer Loan Oll igation, and accordingly, the proceeds of the Borrcwer Loan, shall be equal to $49,990,000 (representing the principal amount of the Issuer Loan Obligation).

31 4829-1392-4973.6

Section 4.12. Late Charge. If the Borrcwer fails to make any Payment of principal and interest with respect to the BorrOvVer Loan, or if the BorrOvVer fails to make any Additional Payment, by the due date, in each case, inclusive of any grace period al I OvVed for such Payment or Additional Payment, the BorrOvVer shall pay to the Lender orthe Issuer a late charge equal to 5% of the past due Payment or Additional Payment, as app icable.

Section 4.13. Default Rate. If (a) the B orrOvVer shal I fai I to pay the principal and accrued interest on the BorrOvVer Loan when the sanne shall beconne due under this Loan Agreement, or (b) an Event of Default occurs under any BorrOvVer Document, then the Appicable Loan Rate hereunder shall increase to the Default Rate. All announts nct paid when due under this Loan Agreement (suqject to any applicalle grace periods) shall be added to the unpaid principal annount hereunder and shall bear interest atthe Default Rate until such ti me as the payment default is cured.

Section 4.14. Applicable Loan Rate. From the Closing Date to, but excluding, the Maturity Date, the Issuer Loan Obligation (and the corresponding outstanding balance of the BorrOvVer Loan) shal I bear interest at a fixed rate equal to 4.5CP/o per annum, subject to adjustment pursuant to Section 4.0S(f) hereof.

Section 4.15. Draws. Priortothe end of the Draw Period, the BorrOvVer and the Lender, without the consent of the Issuer may, when the conditions set forth in Section 5.04 and in this Section have been satisfied, draw an annount of the Seri es B Loans of up to $2, 253,427. 99 by BorrOvVer submitting to the Lender a completed and executed draw request in the form attached hereto as Exhibit H.

ARTICLE V

CONDITIONS PRECEDENT

Section 5.01. Conditions Precedent to Loan Agreement. The Issuer's agreement to enter into this Loan Agreement and prCNi de the financing contemplated hereby shal I be suqj ect to the condition precedentthatthe Issuer shal I have received or waived the requirement for the items listed in Sections 5.0l(a) through (i), (m), (s) through (u), (w), (aa) and (cc), each in form and substance satisfactory to the Issuer. The Lender's agreement to enter into this Loan Agreement and pravide the financing contemplated hereby shal I be subject to the condition precedent that the Lender shall have received or waived the requirement for, all of the fd IOvVing, each in form and substance sati sf actory to the Lender:

(a) this Loan Agreement, properly executed on behalf of the Issuer, the BorrOvVer and the Lender, and, if appicable, each of the Exhibts hereto properly competed;

(b) the Tax Regulatory Agreement, properly executed on behalf of the B orrOvVer and the I ssuer;

(c) the Assignment Agreement, properly executed on behalf of the Lender and the Issuer;

(cl) the Security Agreement, properly executed on behalf of the BorrOvVer;

32 4829-1392-4973.6

(e) the Deed of Trust, pro~rly executed on behalf of the Borrcwer;

(f) the Environmental Indemnity Agreement, pro~rly executed by the Borrcwer;

(g) the Guaranty, the Guarantor Security Agreement and the Guarantor Environmental Indemnity Agreement, each pro~rly executed by the Guarantor;

(h) the Subordination Agreement and the Estop~I Certificate, each pro~rly executed by the parties thereto;

(i) a certificate of the Borrcwer, certifying as to (i) the resolutions of the Board of Directors, if so authorized by the Board of Directors, of the Borrcwer, authorizing the execution, delivery and ~rformance of the B orrcwer Documents and any related documents; (ii) the Bylaws of the Borrcwer; and (iii) the signatures of the officers or agents of the Borrcwer authorized to execute and deliver the Borrcwer Documents and cther instruments, agreements and certificates on behalf of the B orrcwer;

U) copies of the Articles of Incorporation of the Borrcwer and the Guarantor, each certified within 30 days of the Closing Date by the Secretary of State of the State;

( k) a certificate of good standi ng i ssued as to each of the B orrcwer and the Guarantor by the Secretary of State of the State dated nct more than 30 days priorto the Closing Date;

(I) certificates of good standing or exemption letters issued as to each of the B orrcwer and the G uarantor by the F ranchi se Tax B oard of the State dated not more than 30 days prior to the Closing Date;

(m) a certificate of the Guarantor, certifying as to (i) the resolutions of the Board of Directors, if so authorized by the Board of Directors, of the Guarantor, authorizing the execution, delivery and ~rformance of the Guarantor Documents and any related documents; ( i i) the Bylaws of the G uarantor; and ( i i i) the si gnatures of the officers or agents of the Guarantor authorized to execute and deliver the Guarantor Documents and other instruments, agreements and certificates on behalf of the Guarantor;

( n) a resol uti on adopted by the I ssuer authori zi ng the B orrcwer Loan and the Issuer Loan Obi i gati on and the transactions contemplated hereunder;

( o) a closing certificate of the Issuer in a form reasonably acceptable to the Lender's counsel;

(p) UCC-1 financing statement(s) as required by the Lender to ~rfect the security interests of the Issuer and assignment to the Lender;

(q) current searches of appropriate filing offices shcwing that (i) no state or federal tax liens have been filed and remain in effect against the Borrcwer; (ii) no financing statements have been fi I ed and remain in effect against the B orrcwer relating to the

33 4829-1392-4973.6

Collateral except those financing statements filed by the Lender, or financing statements which will be terminated upon closing of the financing contempated hereunder; and (iii) the Lender has duly filed all financing statements necessary to perfect the security interest created pursuantto this Loan Agreementto the extent such interest can be perfected by fi Ii ng a financing statement;

(r) a competed and executed Form 8038 or evidence of filing thereof with the Secretary of Treasury;

(s) an opinion of counsel to the BorrOvVer addressed to Kuta!<. Rock LLP, as Special Counsel, the Lender and the Issuer, in form and substance acceptable to the Lender and the Issuer and addressing the matters described in Exhibit C hereto;

(t) an opinion of Special Counsel addressed to the Lender, in form and substance acceptable to the Lender, with a reliance letter with respect to such op nion letter addressed to the I ssuer;

( u) evidence of payment of the I ssuer I ssuance Fee and the i ni ti al Issuer Annual Fee;

(v) evidence of payment to the Lender of the Lender's costs and expenses in connection with the execution of the Loan Documents;

(w) a I ender I etter of representations executed by the Lender, in the form attached hereto as Exhibit B and such other certificates of the Lender reasonably requested by Lender's counsel and counsel for the Issuer;

(x) certificates of the insurance required under Section 7.04 of this Loan Agreement;

(y) a Docket Search of the Superior Court of California, County of Orange and the United States District Court forthe Central District of California;

(z) an opinion of counsel to the I ssuer addressed to the I ssuer and the Lender, in form and substance acceptable to the I ssuer and the Lender;

(aa) the Lender shall pravide information to which it has access in its ordinary course of business that is requested by the Issuer for purposes of its compliance with CaliforniaGavernment Code Section 8855;

(bb) the Final Appraisal of the Property evidencing thatthe loan-to-value ratio, based on the f ai r market val ue of the Property, i s not greater than 5 5°/o ; and

(cc) any other documents or items reasonably required by the Lender or the Issuer

Section 5.02. Conditions Precedent To Disburse the Loan Proceeds. The Lender's agreement to disburse Loan Proceeds from the Prqject Fund shall be subject to the further

34 4829-1392-4973.6

conditions that Lender shal I have determined that no Material Adverse Change has occurred, and shal I have received or waived the requirement for al I of the fol I cwi ng, each in form and substance sati sfactory to the Lender with respect to each Di sbursement Request:

(a) a fully executed Disbursement Request substantially in the form attached hereto as Exhibit F, with al I app-opriate supporting documents attached thereto;

(b) copies of fully executed applications for payments submitted O\f the Contractor on AIA Document 702 and 703 or alternative payment requests acceptable to the Lender, with all supporting documentations required thereO)I;

(c) waivers and releases of any mechanics' lien, stop notice claim, equitable lien claim or other lien claim rights from Persons that have actually supplied labor, rraterials or services in connection with the construction of the lmpravements, if appl i cable;

( cl) the certification O\f the B orravver that no Event of Default exists, and, to the best of its kncwledge, no event has occurred and no condition exists that, after notice or I apse of ti me, or both, would constitute an Event of Default;

(e) payment of Lender Fees, commissions and expenses required O\f Section 12. 03 hereof; and

(f) such other inforrration and documents as Lender rray reasonably require related to such disbursement request.

Section 5.03. Conditions Precedent To Disburse FundsfromtheCapital Expenditure Reserve Account. The Lender's agreement to disburse funds from the Capital Expenditure Reserve Account shal I be subject to the further conditions that Lender shal I have determined that no Material Adverse Change has occurred, and shal I have received or waived the requirement for al I of the fol I avvi ng, each i n form and substance sati sfactory to the Lender with respect to each Captal Expenditure Draw Request:

(a) a fully executed Capital Expenditure Draw substantially in the form attached hereto as Exhibit G, with al I app-opriate supporting documents attached thereto;

(b) if requested O\f the Lender, copes of fully executed applications for payments submitted O\f the Contractor on AIA Document 702 and 703 or alternative payment requests acceptable to the Lender, with all supporting documentations required thereO)I;

( c) waivers and releases of any mechanics' lien, stop notice claim, equitable lien claim or other lien claim rights from Persons that have actually supplied labor, rraterials or services in connection with the captal expenditure for which such funds are requested;

35 4829-1392-4973.6

( cl) the certification by the B orravver that no Event of Default exists, and, to the best of its kncwledge, no event has occurred and no condition exists that, after notice or lapse of time, or both, would constitute an Event of Default;

( e) payment of Lender Fees, cornmi ssi ons and expenses required by Section 12. 03 hereof; and

(f) such other information and documents as Lender may reasonably require related to such disbursement request.

Section 5.04. Limitations to Disbursement. Notwithstanding anything to the contrary contained in this Loan Agreement, the Lender need not permit any draw of Series B Loan Proceeds or any withdrawal from the Prqject Fund or the Capital Expenditure Reserve Account at any time if:

(a) the Facilities or the lmprcwements, or any portion thereof, are materially damaged by fire or other casualty and nct fully repaired and restored, unless the Lender actually receives insurance proceeds or a cash deposit from the Borravver sufficient in the Lender' s j udgmentto pay for the complete repai r or replacement of the darrnged F aci I i ti es in a timely manner;

( b) the Lender reasonably bel i eves that wi thhol di ng di sbursement i n whd e or in part is required by applicable mechanics' lien or stop notice laws (unless the Borravver has olXai ned a bond reasonably sari sfactory to the Lender sufficient to al I avv the Lender to make such disbursement in accordance with California law); or

(c) an Event of Default has occurred and is continuing under this Loan Agreement or, any of the other Loan Documents, any cther agreement between the Lender and the B orrcwer, or the B orravver is in default under any other agreement regarding the development of the Property, including without limitation, any subdivision agreement, i mprcwement agreement, or development agreement.

ARTICLE VI

SECURITY INTEREST

Section 6.01. Change in Name or Corporate Structure of the Borrcwer; Change in Location of the Borrower's Principal Place of Business. The Borrower's chief executive office is located at the address set forth in Section 12.04 hereof, and all of the Borrower's records relating to its business are kept at such location. The Borravver hereby agrees to pravidewritten notice to the Lender and the I ssuer of any change or proposed change i n its name, corporate structure, state of its incorporation or organization, place of business, chief executive office or tax identification number. Such notice shal I be pravi ded 30 days in advance of the date that such change or proposed change is planned to take effect.

Section 6.02. Security Interest. The Borravver hereby authorizes the Lender to file any financing statement (and any amendments or continuations to any financing statement) necessary to perfect the security interest granted in this Loan Agreement underthe laws of the State. Pursuant

36 4829-1392-4973.6

to Section 5451 of the Gavernment Code of the State, the pledge of the Payments lJy the Issuer for the repayment of the principal of, prerniurn, if any, and interest on the Issuer Loan Obligation constitutes a first I ien and security interest which i rnrnediately attaches to such Payments, and is effective and binding against the Issuer, the B orrOvVer, their successors, creditors and al I others asserting rights therein irrespective of whetherthose parties have notice of the pl edge, irrespective of whether such announts are or rnay be deemed to be a fixture and without the need for physical delivery, recordation, filing or further act.

Section 6.03. Assignment of Insurance. As additional security for the payment and performance of the Borrower's obligations under this Loan Agreement, the BorrOvVer herel:Jy assigns to the Lender, as assignee of the Issuer, a security interest in any and all moneys (including, without limitation, proceeds of insurance) due or to become due under, and all cther rights of the BorrOvVer with respect to, any and all policies of insurance nOvV or at any ti me hereafter caveri ng the Property or any evidence thereof or any business records or valuable papers pertaining thereto, and the B orrcwer shal I direct the issuer of any such policy to pay al I such moneys directly to the Lender for app ication in accordance with Article IX. The Borrcwer herel:Jy assigns to the Lender, as assignee of the I ssuer, any and al I moneys due or to become due with respect to any condemnation proceeding affecting the Property. Net Proceeds of any insurance award resulting frorn any damage to or destructi on of any porti on of the Property lJy fi re or ct her casualty, as applicable, of any title insurance award, or of any eminent domain or condemnation award resulting frorn any event described in Section 9.01 hereof shall be applied as prCNided in Section 9. 02 hereof. At any ti me, afterthe occurrence and during the continuance of any Event of Default, the Lender rnay (but need not) in furtherance of rights pursuanttoArticle IX hereof, in the Lender's name or in the Borrower's name, execute and deliver proof of claim, receive all such moneys, endorse checks and cther instruments representing payment of such moneys, and adjust, Ii ti gate, cornprorni se or rel ease any cl ai rn against the issuer of any such policy or party in any condernnati on proceedi ng.

ARTICLE VII

AFFIRMATIVE COVENANTS OF BORROWER

Section 7.01. Maintenance of the Property.

(a) The BorrOvVer shall, at itsOvVn commercially reasonable expense, maintain, preserve and keep the Property in good repair, working order and condition consistent with its past practice, and shal I frorn time to time rnake all reasonable repairs and replacements necessary to keep the Property in such condition, and in cornpliancewith State and federal laws (except if noncompliance will not have an Material Adverse Effect), ordinary wear and tear excepted. In the event that any parts or accessories forming part of any itern or i terns of the Property become worn out, I ost, destroyed, damaged beyond repai r or ctherwi se rendered unfit for use, the B orrOvVer, at its OvVn cornmerci al I y reasonable expense and expeditiously, will rep ace or cause the repacement of such parts or accessories lJy replacement parts or accessories free and clear of al I I iens and encumbrances and with a value and utility at least equal to that of the parts or accessories being replaced (assuming that such replaced parts and accessories were ctherwi se i n good worki ng order and repai r) if such replacement is necessary to maintain, preserve and keep the Property in good repair,

37 4829-1392-4973.6

wITki ng ITder and cmditi m consistent with its past r:;racti ce. A 11 such rep acement parts and accessories shal I be deemed to be incorporated immediately into and to constitute an integral portion of the Property and, as such, shal I be suqj ect to the terms of this Loan Agreement. Neitherthe Issuer northe Lender shall have any responsibility in any of these rratters, or forthe malking of repairs to the Property or additions to the Property.

(b) The BITravver shall observe and campy with all legal requirements applicable to the avvnership, use and operatim of the Property, including the terms and conditions set forth in this Loan Agreement and the Tax Regulatory Agreement. The BITravver shall perrrit the Lender and its agents, rep-esentatives and empoyees, upon reasonable pri IT ncti ce to the B ITravver, to examine and inspect the Col I ateral and the Property and cmduct such environmental and engineering studies as the Lender rray reasonably require IT as often as the Lender and/orthe Issuer reasonably deems necessary to deterrri ne whetherthe Borravver is in cornpl iance with Environmental Laws, prcwided such inspectims and studies are cmducted during normal business hours and do nct rraterially interfere with the use and operation of the Property. Such environmental and engineering studies shall be at the Borrower's commercially reasonable expense, provided that the Lender provides the Borrower with evidence of the Lender's reasonable belief that there is an environmental IT structural cmditim at the Property that could have a rraterial adverse effect on the Lender's security under the Loan Documents.

( c) The B orrcwer wi 11 defend the Property against al I claims or demands of al I Persons (other than the Lender hereunder and other than Permitted Encumbrances) clairringthe Property or any interest therein.

Section 7.02. ComplianceWith LawsandObligation. TheBorrcwerwill compywith the requirements of applicable I aws and regulations and rrateri al contractual obi i gati ms, the noncompliance with which would have a Material Adverse Effect; prcwided, havvever, nothing herein shall preclude the Borrower's right to contest in good faith by appropriate proceedings any claim of nmcompl i ance or breach.

Section 7.03. Payment of Taxes and Other Claims. The BITrcwerwill pay or discharge, when due, (a) all taxes, assessments and governmental charges levied or imposed upm it or upm its income or p-ofits, upm any properties belonging to it (including, without limitation, the Property) IT upm IT against the creation, perfection or continuance of the security interest created pursuant to this Loan Agreement or any of the Loan Documents, prior to the date m which penalties attach thereto; (b) all federal, state and local taxes required to be withheld lJy it; and (c) all lawful claims fIT labor, rraterials and suppies which, if unpaid, might lJy law beccrne a lien or charge upm any properties of the B orrcwer; prcwi ded, that the B orravver shal I not be required to pay any such tax, assessment, charge or claim whose amount, appicablity or validity is being contested i n good faith lJy appropri ate p-oceedi ngs. The B orravver wi 11 pay, as the same respectively come due, all gas, water, steam, electricity, heat, pcwer, telephme, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property; p-avi ded, that the B ITrcwer shal I not be required to pay any such charge whose amount, applicabl ity or validity is being contested in good faith lJy approp-iate proceedings.

Section 7.04. Insurance; Indemnity.

38 4829-1392-4973.6

(a) During the cmstructim of any imprcwements to the Facilities with an aggregate cost in excess of $150,000, Borrower shall maintain builder's risk insurance, including theft, to insure, without limitatim, all buildings, materials, suppies, temporary structures, foundations, cther underground property, tenant impravements, and all other property on-site and while in transit (subject to policy sullimits) which is to be used in fabrication, constructi m, and completion of such I mprcwements being cmstructed, and to remain in effect unti I al I such I mpravements being constructed have been completed and accepted by Borrower and the Lender (or the Lender's designee) and a certificate of occupancy, if applicable, has been issued. Such insurance shall be in an amount nct less than $49,9<:Xl,CXX) and be pravided on a replacement cost value basis and shall (i) be on a non-reporting, comp etedval ue, form; (ii) ccwer damage to I andscapi ng and debris remcwal expense (including remcwal of pollutants as availalle O\f standard underwriting pacements); (iii) pravide that BorrOvVer can complete and occupy the premises without further written consent from the insurer; (iv) not exclude losses due to explosions, col I apses, or underground hazards; (v) caver soft costs and continuing expenses not directly involved in the direct cost of cmstructi m or renavati m, including interest on mmey borrOvVed to finance cmstructi m or renavati on, advertising, promcti on, real estate taxes and other assessments, the cost of renegotiating I eases, architectural and engineering costs, legal and accounting costs, and other expenses incurred as the result of property loss or destruction O\f the insured peri I; (vi) caver riots, civi I commoti m, vandalism, and malicious nischief; (vii) not contain any safeguard warranties that are not fulfilled prior to policy pacement; and (viii) nct contain any monthly limitation. The BorrOvVer shall pravide or cause to be provided to the Lender a copy of the builder's risk insurance policy on or prior to the commencement of the construction of any i mpravements with an aggregate cost in excess of $250,CXX).

(b) If requested O\f the Lender with respect to any time any I mpravements with an aggregate cost in excess of $250,CXX) are under construction, Borrcwer shall cause each Contractor performing any of such cmstruction work to maintain worker's compensation insurance or other applicable insurance providing coverage for injuries to such Contractor's personnel, auto Ii abi I ity insurance, and general Ii abi I ity insurance, al I in the amounts and pravi ding caverage as is reasonably acceptable to the Lender.

(c) The Borrower shall at the Borrower's own expense, maintain and keep in force commercial general I iab lity and automobile liabl ity insurance against claims arising i n, on or about the Property, i ncl udi ng i n, on or about the si dew al ks or premi ses adj a cent to the Property, praviding caverage limits not less than $1,CXX),CXX) per occurrence and $2,CXX),CXX) in aggregate.

(cl) In addition, the BorrOvVer shall, at its OvVn expense, maintain and keep in force insurance of the types and in amounts customarily carried O\f institutions sinilar to the BorrOvVer, including but nct limited to special form perils Property caverage (in an amount not less than the full repacement cost of the Facilities, without deductions for depreci ati m, and including al I fixtures and personal property and endorsements for any non-conforming uses), flood (if the Borrower's property is located in a flood zone), property damage, workers' compensation, business interruption, and abuse or molestation liability ccwerage, ccwering, among other items, negligence in employing, investigating,

39 4829-1392-4973.6

retammg, and supervising "employees" or volunteer workers with all such insurance carried with companies, in amounts and with deductible announts customary for the Borrower's business. Alternatively, the Borrcwer may insure the Faci I ities under a blanket insurance policy or policies which caver not only the Facilities, but also other properties of the B orrcwer.

( e) A 11 of the insurance policies required hereunder shal I be issued O\f corporate insurers licensed to do business in the State and rated "A" or better by AM. Best Company, and shal I contai n a waiver of subrogati on endorsement.

(f) All certificates of insurance and "blanket" insurance policies shall reference the specific prqj ect being cavered O\f name and address. The insurance shal I be evidenced O\f the ori gi nal pol i cy or a true and certi fi eel copy of the ori gi nal pol i cy, or i n the case of Ii abi I ity insurance, O\f certificates of insurance. The insurance policies ( or true and certi fi eel copies thereof) or certificates of al I insurance required to be maintained hereunder shal I be delivered to the Lender contemporaneously with the Borrower's execution of this Loan Agreement. The Borrower shall use the Borrower's best efforts, as applicable, to deliver originals of all policies and renewals ( or certificates evidencing the same), marked "paid" ( or evidence satisfactory to the Lender of the continuing caverage) to the Lender as and when requested O\f the Lender. If the Lender has nct received satisfactory evidence of such renewal or substitute insurance in the time frame herein specified, the Lender shall have the right, but not the obligation, to purchase such insurance for the Lender's interest only. N cthi ng contained in this Section shal I require the Lender to incur any expense or take any action hereunder, and inaction O\f the Lender shal I never be considered a waiver of any right accruing to the Lender on account of this Section. If any I oss shal I occur at any ti me while an Event of Default shall have occurred and be continuing, the Lender shall be entitled to the benefit of all insurance policies held or maintained O\f the Borrcwer to the same extent as if same had been made payable to the Lender. The Lender shal I have the right, but nct the obligation to make p-emium payments, at the Borrower's expense, to prevent any cancellation, endorsement, alteration or reissuance of any policy of insurance maintained O\f the B orrcwer and such payments shal I be accepted O\f the insurer to prevent same.

(g) The Borrcwer shall give to the Lender immediate notice of any loss with an estimated replacement value in excess of $100,000 occurring on or with respect to the Property. The Borrcwer shall furnish to the Lender, upon request, certificates of insurance evidencing such caverage whi I e the Loans are outstanding.

(h) Lender shall be nanned MortgageeJl_ender Loss Payee as respects Property insurance as required in this Agreement. The Net Proceeds of the insurance required in this Section shall be app ied as pravided in Article IX hereof.

(i) As among the Lender, the Issuer and the Borrcwer, the Borrcwer assumes all risks and liabilities as respects the Project and Property, whether or not cavered O\f insurance, for loss or damage to the Property, and for injury to or death of any Person or damage to any property on or about the Property, whether such injury or death be with respect to agents or employees of the B orrcwer or of third parties, and whether such

40 4829-1392-4973.6

property damage be to the Borrower's property or the property of others. Whether or not cavered by insurance, the B ITrcwer hereby assumes responsi bi I ity for and agrees to reimb.Jrse the Lender and the Issuer for and will indemnify, defend and hdd the Lender and the I ssuer and any of their assignees, agents, emp oyees, officers and di rectors harmless from and against all liabilities, olligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorneys' fees) of whatsoever kind and nature, imposed on, incurred by or asserted against the Lender IT the Issuer IT their assignees, agents, employees, officers and di rectors that in any way rel ate to or arise out of this Loan Agreement or the Loans, the transactions contemplated hereby and thereby and the Property, including but not Ii mited to, (i) the avvnershi p of the Property; (ii) the delivery, lease, possession, maintenance, use condition, return or operation of components of the Property; (iii) the conduct of the Borrcwer, its officers, empoyees and agents; (iv) a breach by the Borravver of any of its cavenants IT obligations hereunder; and (v) any claim, loss, cost or expense invdving alleged damage to the environment relating to the Property, including, but not Ii mi ted to i nvesti gati on, remaval, cleanup and remedial costs. A 11 amounts payalle by the Borravver pursuanttothe immediately preceding sentence shal I be paid immediately upon demand of the Issuer or the Lender IT their assignees, agents, employees, officers and di rectors, as the case may be. This pravi si on shal I survive the terrrination of this Loan Agreement for any reason.

Section 7.05. Reporting Requirements. The Borravver will deliver, or cause to be delivered, to the Lender, and to the Issuer pursuant to subsection (n) belavv IT if ctherwise requested by the Issuer, each of the follcwing, which shall be in fITm and detail reasonably accep:abl e to the Lender and the I ssuer, as to information requested by the I ssuer:

(a) not I aterthan 150 days after and as of each fi seal year, consd i dated annual fi nanci al statements of the B orravver and the G uarantIT, i ncl udi ng therei n a balance sheet, income statement, statement of cash flows and reconciliation of the Borrower's and the Guarantor's consolidated net assets, audited by Accountants and certified, without any qualifications, by such Accountants to have been prepared in accordance with GAAP consistently applied, together, with a certificate of an Authorized B orravver Representative addressed to the Lender stating that such AuthITized Borrcwer Representative does not have kncwl edge of the existence of any event or condition constituting an uncured Default, an Event of Default IT an Event of Taxability;

(b) concurrently with each certificate of the Authorized Borrcwer Representative pravi ded pursuantto Section 7.05(a) hereof, a certificate of the Authorized BITravver Representative substantially in the form attached hereto as Exhibit E stating all relevant facts in reasonable detail to evidence (including detailed liquidity statements), and the computations as to, whether the Borravver is in compliance with the requirements set forth in Section 7.16 hereof as of June 30 of each fi seal year by the accompanying financial statements IT bank statements, as app i cable;

( c) not I ater than 60 days after and as of each J une 30 and December 31, commencing December 31, 2018, semi-annual schedule of pl edges and contributions receivalle, in a fITm reasonably accep:able to the Lender, certified by an Authorized B ITravver Representative to be true and correct in al I material respects;

41 4829-1392-4973.6

( cl) not I ater than 60 days after and as of each J une 30 and December 31, commencing December 31, 2018, semi-annual consolidated financial statements of B orrOvVer and G uarantor, i ncl udi ng therei n a balance sheet and i nconne statement, internally prepared by BorrOvVer or Guarantor in accordance with GAAP consistently applied, certified by an Authorized B orrcwer Representative to be true and correct in al I rrateri al respects;

(e) not laterthan eachJ une 30, commencingJ une 30, 2019, the BorrOvVer shall delivertothe Lenderthe Guarantor's forecasted annual financial budget forthe subsequent fiscal year (in form and content consistent with past practice or otherwise acceptable to the Lender), certi fi ed by the G uarantor and i ncl udi ng therei n a I i st of operati ng and nonoperati ng assets;

(f) not later than September 30 and January 30 of each year, the student enrollment inforrration by grade level for the Guarantor at the start of the academic year and at the start of the second semester of such academic year, respectively, including a delineation of international students, in form and substance consistent with past practice or ctherwi se reasonably acceptable to the Lender;

(g) promptly upon the occurrence and nature of any Reportable Event or Prohibited Transaction, each as defined in the E mp0yee Retirement Income Security Act of 1974, as amended or recodified from time to time ("ERISA"), or any funding deficiency with respect to any defined empl0yee pension benefit plan (as defined in ERISA) rrai ntai ned or contri buted to by the B orrOvVer;

(h) promptly upon knOvVledge thereof, nctice of any loss or destruction of or damage to any portion of the Property in excess of $250,000 or of any Material Adverse Change in the Property;

(i) promptly after the amending thereof, copies of any and all amendments to the Borrower's articles of incorporation or bylaws;

U) promptly upon receipt of notice or knOvVledge thereof by an Authorized B orrOvVer Representative, notice of the vi d ati on by the B orrcwer of any I ctN, rule or regulation, the violation of which would have a Material Adverse Effect;

(k) promptly upon written notice or kncwledge thereof, any termination or cancel I ati on of any insurance pd icy which the B orrOvVer is required to rrai ntai n hereunder, or any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause affecting the Borrower's property in excess of an aggregate of $250,000;

(I) immediately upon the Borrower's actual knowledge thereof, notice in writing of all litigation not cavered by insurance and of all proceedings before any gavernmental or regulatory agency affecting the B orrOvVer or the Guarantor which seeks a monetary recavery against the B orrOvVer or the Guarantor in excess of $250,000;

42 4829-1392-4973.6

(m) as p-omptly as p-acticable (but in any event not later than five Business Days) after an Authorized BorrOvVer Representative obtains kncwledge of the occurrence of any event that constitutes a Default or an Event of Default under the Loan Documents, noti ce of such occurrence, together with a detai I ed statement by an Authorized B orrOvVer Rep-esentative of the steps being taken by the BorrOvVer to cure the effect of such Default or Event of Default;

(n) within 30 days of receipt of a written request from the Issuer, any information necessary to fulfill the Issuer's reporting obligations under applicable law or regulation, and, without Ii miti ng the generality of the foregoing, the B orrOvVer shal I deliver, or cause to be delivered, to the Issuer, in a form and detai I reasonably acceptable to the Issuer, within fifteen (15) Business Days from and as of eachJ une 3CJh and December 3l5', representations stating (i) the aggregate principal amount of the outstanding Loan, (ii) the aggregate amount of Loan p-oceeds spent and the purposes for which they were expended, and (iii) the aggregate sum of p-i nci pal payments made on the Loan in the 6--month period ending on such date; and

( o) from ti me to ti me such other information as the Lender or the I ssuer may reasonably request, including, without limitation, other information with respect to any Col I ateral.

Section 7.06. Books and Records; Inspection and Examination. The Borrcwer will keep accurate books of record and account for itself separate and apart from those of itsAffiliates, including its officers, pertaining to the Property and pertaining to the Borrower's business and financial condition and such cther matters as the Lender andpr the Issuer may from time to time reasonably request in which true and complete entries will be made in accordance with GAAP consistently applied and, upon a written request by the Lender orthe Issuer nct more than once per calendar year or at any ti me in connection with an audit of the Issuer Loan Obi igation or after the occurrence of an Event of Default. The BorrOvVerwill permit any officer, employee, attorney or accountant for the Lender andprthe I ssuer or, atthe written request of the I ssuer to the B orrOvVer and only pursuant to a request from the Internal Revenue Service, a representative of the Internal Revenue Service, to audit, review, make extracts from, or copy any and all organization and financial books and records (but excluding any personnel, student or attorney-client privileged material andpr all other legally privileged matters) and to discuss the affairs of the BorrOvVerwith any of its officers, empoyees or agents at all times during ordinary business hours.

Section 7.07. Performance by the Lender. If the BorrOvVer at any time fails to perform or observe any of the cavenants or agreements contained in the B orrOvVer Documents ( exce[X for the Tax Regulatory Agreement), immediately upon the occurrence of such fai I ure, without further notice or I apse of ti me, but after giving effect to any app i cable notice, cure periods or contest rights of the BorrOvVer pursuant to the terms such cavenants or agreements, the Lender may, but need nct, perform or observe such ccwenant on behalf and in the name, pl ace and stead of the Borrower (or, at the Lender's option, in the Lender's name) and may, but need not, take any and al I cther actions which the Lender may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of security interests, liens or encumbrances, the performance of obi i gati ons OvVed to account delXors or other obi i gars, the p-ocurement and maintenance of insurance, the execution of assignments, security agreements and

43 4829-1392-4973.6

financing staterrents, and the endorserrent of i nstrurrents); and the B orrcwer shal I thereupon pay to the Lender on demand the amount of al I moneys expended and al I reasonable costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by the Lender in connection with or asa result of the performance or observance of such agreerrents or the taking of such action by the Lender, together with interest thereon from the date expended or incurred at the Default Rate. In furtherance of the foregoing, the B orrcwer hereby irrevocably appoints the Lender, orthe delegate of the Lender, acting alone, as the attorney in fact of the Borrcwer, with a I imited power of attorney, coupled with an interest, with the right (but not the duty) from tirre to ti rre to create, prepare, compete, execute, deliver, endorse or file in the narre and on behalf of the Borrcwer any and al I i nstrurrents, docurrents, assi gnrrents, security agreerrents, financing staterrents, applications for insurance and cther agreerrents and writings relating to the Property required to be obtained, executed, delivered or endorsed by the Borrcwer under this Loan Agreerrent.

Nctwithstandi ng anything herein to the contrary, the Issuer shal I have no obligation to and instead the Lender may, without further direction from the Issuer, take any and all steps, actions and proceedi ngs, to enforce any or al I ri ghts of the I ssuer ( ctherthan those speci fi cal I y retai ned by the Issuer pursuant to this Loan Agreerrent) under this Loan Agreerrent, including, without limitation, the rights to enforce the rerredies upon the occurrence and continuation of an Event of Default and the obi igations of the Borrcwer under this Loan Agreerrent.

Section 7.08. Preservation of Existence. The Borrcwerwill preserve and maintain its existence, its status as a nonprofit corporation and an organization described in Section 501 (c)(3) of the Code, and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business; and shal I conduct its business in an orderly, efficient and regular manner. The B orrcwer shal I hold itself out to the public as a I egal entity separate and di sti net from any cther entity (including any Affiliate thereof). So long as the Issuer Loan Obi igation, or any portion thereof, remains outstanding, the B orrcwer wi 11 be qualified to transact business in the State and wi 11 be engaged in business in the State.

Section 7.09. No Liability for Consents or Appointments. Whenever any pravision herein pravides forthe giving of consent or direction by the Issuer, the Issuer shall not be I iable to the Borrcwer or to the Lender for the giving of such consent or direction or for the withholding of such consent or direction. The Issuer shall have no liability for appointrrents which are required to be made by it under this Loan Agreement or any related documents.

Section 7.10. Non-liability of the Issuer. No agreerrents or prcwisions contained in this Loan A greerrent nor any agreerrent, cavenant, or undertaking by the I ssuer in connection herewith shall give rise to any pecuniary liability of the Issuer or a charge against its general credit, or shall obi i gate the Issuer financially in any way, exce[X as may be payable from Payrrents made pursuant to the Borrcwer Loan and their application as pravided herein. No failure of the I ssuerto comply with any term, cavenant, or agreerrent contained herein, or in any docurrent executed by the Issuer in connection herewith, shall subject the Issuer to liablity for any claim for damages, costs, or cther financial or pecuniary charge, exce[X to the extent that the sarre can be paid or reccwered from P ayrrents made pursuantto the B orrcwer Loan. N cthi ng herei n shal I pr eel ude a proper party in interest from seeking and olXaini ng, to the extent permitted by law, specific performance against the Issuer for any failure to campy with any term, condition, cavenant or agreerrent contained herein, or any obi i gati ons imposed upon the I ssuer pursuant hereto, or the breach thereof. I n

44 4829-1392-4973.6

making the agreements and pravi si ons set forth in this Loan Agreement, the Issuer has not obi i gated itself, except with respect to the appl i cation of Payments made pursuantto the B orrOvVer Loan hereunder.

Section 7.11. Expenses. The BorrOvVer ccwenants and agrees to pay, and to indemnify Issuer against all reasonable costs, charges and expenses, including fees and disbursements of attorneys, including, without limitation, fees and expenses of the Issuer's in-house and outside counsel and the fees and expenses of the California Department of Justice when acting on behalf of the Issuer, accountants, consultants and cther experts, incurred by the Issuer in good faith in connection with the Loan and the Loan Documents.

Section 7.12. No Personal Liability.

(a) The Issuer shall not be olligated to pay the principal of or interest on the Issuer Loan Obligation, except from Payments under the BorrOvVer Loan and any cther moneys and assets received by the I ssuer for such purpose pursuant to this Loan Agreement (but expressly excluding any Additional Payments due to the Issuer). Neitherthe faith and credit nor the taxing pOvVer of the State or any political subdivision thereof, nor the faith and credit of the I ssuer i s pl edged to the payment of the pri nci pal or i nterest on the I ssuer Loan Obligation. Neitherthe Issuer nor its officers, directors, agents or employees orthei r successors and assigns shal I be Ii all e for any costs, expenses, I asses, damages, claims or actions, of any conceivalle kind or any conceivable theory, under, by reason of or in connection with this Loan Agreement orthe Issuer Loan Obligation, exce[X if and only to the extent amounts are received for the payment thereof from the B orrOvVer underthi s Loan Agreement.

(b) The Lender and the Borrower hereby acknowledge that the Issuer's sole source of moneys to repay the Issuer Loan Obligation will be pravided by Payments made by the B orrOvVer under the B orrOvVer Loan pursuant to this Loan Agreement, and the B orrOvVer hereby agrees that if the payments to be made hereunder shal I ever prave i nsuffi ci ent to pay al I principal and interest on the I ssuer Loan Obi i gati on as the same shal I become due (whether by maturity, redem[Xion, acceleration or otherwise), the BorrOvVer shal I pay such amounts as are required from ti me to ti me to prevent any deficiency or default i n the payment of such pri nci pal or i nterest, i ncl udi ng, but not I i mi ted to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of the B orrOvVer, the Issuer or any third party, subject to any right of reimbursement from the Issuer or any such third party, as the case may be, therefor but solely, in the case of the Issuer, from the Payments or Additional Payments (other than funds paid to the Issuer pursuant to Reserved Issuer Rights), other than with respect to any deficiency caused by the willful misconduct of the Issuer.

( c) No di rector, member, officer, agent or emp oyee of the I ssuer or any di rector, officer, agent or emp oyee of the B orrOvVer shal I be individually or personally liable for the payment of any principal of or interest on the Issuer Loan Oll igation or any cther sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of this Loan Agreement, but nothing herein contained shall

45 4829-1392-4973.6

relieve any such merri:Jer, directIT, officer, agent IT empoyee from the performance of any official duty p-avi ded by I aw IT by this Loan Agreement.

Section 7.13. BorrOvVer Indemnification of Issuer. TheBorrOvVerccwenantsandagrees as fdlOvVs:

(a) To the fullest extent permitted by law, the BorrOvVer agrees to indemnify, hold harmless and defend the Issuer, and each of its past, present and future officers, gaverning directors, officials, empoyees, attorneys and agents (collectively, the "Indemnified Parties"), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind IT character (including, without limitation, reasonable attorneys' fees, including, without limitation, fees and expenses of the Issuer's in-house and outside counsel and the fees and expenses of the California Department of Justice when acting on behalf of the Issuer, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may beconne suqject under any statutory law (including federal IT state securities I aws) IT at common I aw or ctherwi se, arising out of IT based upon IT in any way relating to:

4829-1392-4973.6

(i) the Loans orthe Issuer Documents or the execution IT amendment hereof or thereof or in connection with transactions contemplated hereby or thereby;

(ii) any act or omission of the Borrcwer or any of its agents, contractors, servants, empoyees, tenants or licensees in connection with the Project, the Property, the operation of the Property, IT the condition, environmental or ctherwise, occupancy, use, possession, conduct IT management of work done in IT about, or from the planning, design, acquisition, installation IT construction of the Property or any part thereof;

(iii) any Lien IT charge upon payments by the BorrOvVertothe Issuer and the Lender hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the Issuer or the Lender in respect of any portion of the Property;

(iv) any vidation of any Environmental Laws with respect to, or the release of any Hazardous Materials from, the Property or any part thereof;

(v) the defeasance or prepayment, in whole or in part, of the Loans;

(vi) any Deterrrination of Taxability of interest on the Issuer Loan Olli gati on, or al I egati ons that interest on the I ssuer Loan Obi i gati on is taxable IT any regulatory audit or inquiry regarding whether interest on the Issuer Loan Olligation is taxable;

(vii) any untrue statement or misleading statement or alleged untrue statement IT al I eged mi sl eadi ng statement of a material fact contai ned i n any application IT diligence document prcwided in connection with the issuance of the

46

Loans or any of the documents relating to the Loans, or any omission or alleged omission from any application or di Ii gence document for the Loans of any material fact necessary to be stated therein in order to make the statements made therein, in the Ii ght of the ci rcunnstances under which they were made, not mi sl eadi ng;

pravided that the foregdng indemnification shall nct be available to the extent such damages are caused by the gross negligence or wi 11 ful misconduct of such I ndemni fi ed Party. In the eventthat any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the BorrOvVer, upon written notice from the I ndernnified Party, shall, (A) whenever the Issuer or Indemnified Party is required by law to retain the California Attorney General's Office to investigate and defend the Issuer or Indemnified Party in any action or proceeding brought against the I ssuer or I ndernni fi ed Party, assume the payment of al I reasonabl e expenses related thereto whether incurred or paid prior to or follcwing receipt by the BorrOvVer of such written notice; or (B) in all other cases assume the investigation and defense thereof, including the employment of counsel selected by the BorrOvVer and reasonably appraved by the Indemnified Party, and the Borrcwer shall assume the payment of all expenses related thereto, whether incurred or paid prior to or fol I cwi ng receipt by the B orrcwer of such written nctice, with full pcwer to litigate, compromise or settle the same in its sole discretion; pravided thatthe Indemnified Party shall have the rightto review and apprCNe or disapprave any such compromise or settlement. Each Indemnified Party shall have the right to emp oy separate counsel in any such action or proceeding and participate in the i nvesti gati on and defense thereof, and the B orrOvVer shal I pay the reasonable fees and expenses of such separate counsel; prCNided, hOvVever, that such Indemnified Party may only emp oy separate counsel atthe expense of the B orrOvVer if in the reasonable judgment of such I ndernnified Party a conflict of interest exists by reason of common representation or if al I parties commonly represented do not reasonably agree as to the action ( or inaction) of counsel.

(b) The rights of any Indemnified Party to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant to this Loan Agreement shall survive the final payment or prepayment of the I ssuer Loan Obi i gati on. The prCNi si ons of this Section shall survive the termination of this Loan Agreement.

Section7.14. BorrOvVer Indemnification of Lender. The BorrOvVer cavenants and agrees as fol I OvVs:

(a) to indemnify and hd d harmless, to the extent permitted by I=, the Lender and its A ffi I i ates, thei r respective i ncorporators, members, commi ssi one rs, di rectors, officers, agents and employees ( collectively, the "Lender Indemnified Persons") against all liability, losses, damages, all reasonable costs and charges (including reasonable fees and disbursements of attorneys, accountants, consultants and other experts), taxes, causes of action, suits, claims, demands and judgments of every conceivable kind, character and nature whatsoever, by or on behalf of any Person arising in any manner from the transaction of which this Loan Agreement is a part or arising in any manner in connection with the Projectandprthe Property, including, butnotlimitedto, losses, claims, damages, liabilities or reasonable expenses arising out of, resulting from or in any way connected with (i) the

47 4829-1392-4973.6

wITk done on the Property or the operation of the Property during the term of this Loan Agreement, including, without limitation, any liability fIT any loss or damage to property IT any injury to or death of any Person that may be occasioned by any cause whatsoever pertaining to the Property; (ii) any violation of contract, agreement (including this Loan Agreement and the Tax Regulatory Agreement) or restriction relating to the Property; (iii) any violation of law, ordinance or regulation affecting the Property or any part thereof IT the cwnershi p or occupancy or use thereof; or (iv) the carrying out of any of the transactions contemplated by this Loan Agreement and al I related documents;

(b) promptly after recei[X by a Lender Indemnified Person of notice of the commencement of any action in respect of which i ndemni fi cation may be sought under this Section 7.14, the Lender Indemnified Person shall promptly notify the BITrcwer in writing, but the delay to so nctify the Borrcwer will not relieve the Borrcwer from any liablity which it may have to any Lender Indemnified Person underthis Section 7.14 otherthan to the extent of prejudice caused directly or indirectly by such delay nor affect any rights it may have to participate in andpr assume the defense of any action brought against any Lender Indemnified Person. I n case such claim or action is brought against any Lender Indemnified Person, and such Lender I ndemni fi ed Person ncti fies the B orrcwer of the commencement thereof, the BITrcwer will be entitled to participate in and, to the extent that it chooses so to do, to assume the investigation and defense thereof (including the employment of counsel reasonably satisfactory to the Lender), and the Borrcwer shall assume the payment of al I fees and expenses relating to such i nvesti gati on and defense and shal I have the right to negotiate and consent to settlement thereof. Each Lender Indemnified Person shal I have the right to employ separate counsel in any such action and to participate in the defense thereof, and after nctice from the Borrcwer of its election to assume the defense thereof, the fees and expenses of such separate counsel shal I be at the expense of the Borrcwer, if such Lender Indemnified Person reasonably determines, with the advice of counsel, that a conflict of interest exists between such party and the B ITrcwer in connection with such action. The Borrcwer shall not be obligated to any Lender Indemnified Person pursuant to this paragraph if it has nct received nctice of the action with respect to which indemnification is sought. The Borrcwer shall nct be liable for any settlement of any such action effected without its consent, but, if settled with the consent of the Borrcwer or if there be a final judgment fIT the plaintiff in any such action as to which the B orrcwer has received notice in writing as herei nal:Jave required, the B ITrcwer agrees to indemnify and hd d harmless the Lender I ndemni fi ed Person from and against any I oss or Ii abi Ii ty by reason of such settlement or judgment to the extent pravi ded in this Section 7.14;

(c) notwithstanding the previous pravisions of this Section 7.14, the Borrcwer is not liable for or olligated to indemnify or to hold harmless any Lender Indemnified Person against any I oss IT damage to property or injury or death to any Person or any other loss or liab lity if and to the extent such loss, damage, liabl ity, injury or death results from the gross negligence or wi 11 ful misconduct of any Lender I ndemni fi ed Person seeking such indemnification; and

( cl) the B ITrcwer shal I reimburse each Lender I ndemni fi ed Person for its respective costs incurred in connection with any of the foregoing within 30 days after such

48 4829-1392-4973.6

Lender Indemnified Persm gives a written demand therefor, whether or nct an action is actually commenced or concluded. Any payments not made when due shal I bear interest at the Default Rate from the date such payment was due unti I fully paid.

All indemnifications lJy the Borrcwer in this Section 7.14 shal I survive (i) the termination of this Loan Agreement, (ii) payment of the indebtedness hereunder, (iii) sale or cthertransfer of the Property lJy the Borrcwer, and (iv) the exercise of any of the Lender's other rights and remedies under the Loan Documents or at law.

Section 7.15. Cavenant to Enter Into Agreement or Contract To Pravide Ongoing Disclosure. The BorrOvVer and the Lender intend that this Loan Agreement be exempt from the requirements of Paragraph (b)(S)(i) of the Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as annended ( 17 CFR Part 240, § 240. l 5c2-12) (the "Rule"). The Borrower hereby covenants and agrees that if this Loan Agreement ceases to be exem[X under the Rule, the B orrOvVer wi 11 enter into an agreement or contract, constituting an undertaking, to pravide ongoing disclosure as may be necessary to comply with the Rule as then in effect. In no event will the Issuer have any liability or obligation to pravide disclosure under the Rule or to enforce any obi i gati ons of B orrOvVer to pravi de di sci osure under the Rule.

Section 7.16. Financial Ccwenants. The BorrOvVer and Guarantor, on a consolidated basis, shall maintain a Debt Service Caverage Ratio of not less than 1.30 to 1.00, measured annually based on the consolidated audited consolidated financial statements of the BorrOvVer and the Guarantor, as of the end of each fi seal year, commencing with the fi seal year endi ngJ une 30, 2019; pravided, hOvVever, that for the fiscal year endingJ une 30, 2019, principal payments made with respect to the Prior Obligations shall be disregarded.

Section 7.17. Deposit Relationship. TheBorrOvVerandtheLenderagreeasfollOvVs:

(a) So long as the Loans are outstanding and Farmers and Merchants Bank of Long Beach or an Affiliate thereof is the Lender hereunder and is pravidi ng commercially reasonable services, the B orrOvVer shal I, and the B orrOvVer shal I cause the Guarantor to, maintain its primary depository relationship with the Lender.

(b) The B orrOvVer authorizes the L enderto make automatic deductions from the following deposit account (the "Account") maintained by the Borrower at the Lender's offices in orderto pay, when and as due, al I of the Payments that the B orrOvVer is required or obligated to make under this Loan Agreement:

Without Ii mi ting any of the terms of the Loan Documents, the B orrOvVer acknOvVI edges and agrees that if the BorrOvVer defaults in its obligation to make a Payment because the collected funds in the Account are insufficientto make such Payment in full on the date that such Payment is due, then the BorrOvVer shall be responsible for all late payment charges and other consequences of such default lJy the B orrOvVer under the terms of the B orrOvVer Documents.

49 4829-1392-4973.6

(c) Subject to Section 7.17(d) belcw, this authorization shall continue in full force and effect unti I the date which is five Business Days after the date on which the Lender actual I y receives written noti ce from the B orrcwer exp-essl y revoki ng the authority granted to the Lender to charge the Account for Payments in connection with the Loans. No such revocation by the Borrcwer shall in any way release the Borrcwer from or otherwise affect the Borrower's obligations under the Borrower Documents, including the Borrower's obligations to continue to make al I Payments required under the terms of this Loan Agreement.

(cl) In the event the Borrower fails to comply with any of the Lender's rules, regulations, or policies relating to the Account, including requirements regarding mini mum balance, service charges, cwerdrafts, insufficient funds, uncdlected funds, returned items and limitations on withdrawals, the Lender, at its o[Xion and in its sole discretion, shall have the right to terminate the arrangement for automatic deductions from the Account pursuant to this Section at any time effective upon written nctice of such election (a "Failure to Comply Termination Notice") given by the Lender to the Borrower.

(e) The Lender, at its option and in its sde discretion, also reserves the rightto terni nate the arrangement for automatic deductions from the Account pursuant to this Section without cause at any time effective upon written notice of such election (a "Discretionary Termination Notice") given by the Lender to the Borrower.

Section 7.18. Tax Cavenants of the Issuer and the Borrcwer.

4829-1392-4973.6

(a) The Issuer cavenants as fol I cws:

(i) The Issuer shall nct take any action, or fai I to take any action within its contrd and required of it by the Issuer Documents, if such action or failure to take such action would result in the interest on the I ssuer Loan Obi i gati on not being excluded from gross income for federal income tax purposes under Section 103 of the Code. Without limiting the generality of the foregdng, the Issuer cavenants that it will comply with the requirements applicalle to it of the Tax Regulatory Agreement which is incorporated herein as if fully set forth herein; pravided, hcwever, that with regard to the ccwenants of the Issuer to act or refuse to act in a certain manner in the future pursuant to this Section or the Tax Regulatory Agreement, the Issuer is relying exclusively on the B orrcwer to act or refuse to act in the appropriate manner except to the extent a particular action by the Issuer is required or prohibited. Any requirement that the I ssuerwi II not permit or all cw an action, or similar requirement, shall pertain sdely to the actions of the Issuer and the Issuer shal I have no obi i gati on to cause or prevent, or to attempt to cause or p-event, any action by the B orrcwer, nor shal I the Issuer be deemed to be in breach of this Loan Agreement if it is prevented from compying with its obligations hereunder as a direct or indirect result of the Borrower's actions or omissions. This cavenant shal I survive the payment in ful I and prepayment of the I ssuer Loan Obligation.

50

4829-1392-4973.6

(ii) In the event that at any time the Issuer is of the opinion that for purposes of this Section it is necessary or helpful to restrict or Ii mit the yield on the investment of any moneys under this Loan Agreement, the Issuer shall so instruct the BorrOvVer in writing accompanied by a supporting opinion of Special Counsel, and the B orrOvVer shal I take such action as may be directed by the Issuer.

(iii) Nctwithstanding any pravisions of this Section, if the Issuer pravides to the BorrOvVer an opinion of Special Counsel to the effect that any specified action required under this Section is no longer required or that some further or different action is required to maintain the exclusion from federal i ncorne tax of interest on the Issuer Loan Obligation, the BorrOvVer may conclusively rely on such opinion in complying with the requirements of this Section and the Tax Regulatory Agreement, and the cavenants hereunder shall be deemed to be modi fi ed to that extent.

(b) The B orrcwer cavenants as fol I cws:

(i) The BorrOvVerwi II not take any action that would cause the interest on the I ssuer Loan Obi i gati on to become incl udalbl e in gross income of the recipient for federal income tax purposes under the Code (including, without Ii mitati on, intentional acts under Treas. Reg. § l.148-2(c) or deliberate action within the meaning of Treas. Reg. § l.141-2(d)), and the BorrOvVerwil I take andwi II cause its officers, empoyees and agents to take all affirmative actions legally within its pOvVer necessary to ensure that the interest on the Issuer Loan Obi i gati on does nct become incl udabl e in gross income of the reci fl ent for federal income tax purposes under the Code (including, without I irritation, the calculation and payment of any rebate required to preserve such exclusion). Without limiting the generality of the foregd ng, the B orrcwer cavenants that it shal I comply with the requirements of the Tax Regulatory Agreement, which is incorporated herein as if fully set forth herein. This cavenant shall survive the payment in ful I and prepayment of the Loans.

(ii) The Issuer has cavenanted in this Loan Agreement to take any and all actions within its control necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal gavernment, to the extent that such Section is appicalble to the Issuer Loan Obi igation. In furtherance of this ccwenant, the BorrOvVer, on behalf of the Issuer, hereby cavenants (A) initially, on or before September 1, 2023 and on or before September 1 of every fifth year thereafter, to cal cul ate, or cause to be calculated, the "rebate amount" in accordance with Section l 48(f) and Section 1.148-2 of the Regulations; (B) to pravide such calculations to the Issuer within 30 days of each cal cul ati on date; and ( C) to pay the federal government any such "rebate amount" so calculated to the extent required by Section 148(f) of the Code. The B orrOvVer further agrees to comply with the pravisions and requirements of the Tax Regulatory Agreement relating to the Issuer's obligation to pay the rebate amount as required hereunder and under Section 148 of the Code.

51

(iii) Nctwithstanding any pravisions of this Section, if the BorrOvVer pravi des to the Issuer an op ni on of Special Counsel to the effect that any specified action required under this Section is no I anger required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Issuer Loan Obligation, the Issuer may conclusively rely on such opinion in complying with the requirements of this Section and the Tax Regulatory Agreement, and the cavenants hereunder shall be deemed to be modified to that extent.

Nctwithstandi ng anything herein to the contrary, the Issuer shall have the right to enforce the Borrower's covenants, agreements and representations in the Tax Regulatory Agreement against the B orrOvVer pursuant to the terms thereof.

Section 7.19. Office of Foreign Assets Contrd; Patriot Act Compliance.

(a) The B orrOvVer is not an entity (i) whose property or interest in property is ll ocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 4<xl79(2001)); (ii) who engages in any dealings or transactions prohi bted by Section 2 of such executive order, or is ctherwise associated with any such Person in any manner violate of such Section 2; or (iii) who is on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury's Office of Foreign Assets Contrd regulation or executive order.

(b) The BorrOvVer is in compliance with the Patriot Act. No proceeds of the BorrOvVer Loan will be used, directly or indirectly, for payments to any gavernmental offi ci al or employee, pol i ti cal party or its official s, can di date for pol i ti cal office, or anyone el se acti ng i n an official capacity, i n order to obtai n, retai n or di rect busi ness or olXai n any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

Section 7.20. Compliance With Documents. The BorrOvVer agrees that it will perform and campy with each and every cavenant and agreement required to be performed or observed by it in each of the Loan Documents to which it is a party, which pravisions, as well as related defined terms contained therein, are hereby incorporated by reference herein with the same effect as if each and every such pravi si on were set forth herei n i n its enti rety al I of whi ch shal I be deemed to be made for the benefit of the Lender and shall be enforceable against the Borrcwer. To the extent that any such incorporated pravision permits the Borrcwer or any cther party to waive compliance with such prcwision or requires that a document, opnion or other instrument or any event or condition be acceptable or satisfactory to the BorrOvVer or any cther party, for purposes of this Loan Agreement, such pravision shall be compied with unless it is specifically waived by the Lender in writing and such document, opinion or other instrument and such event or condition shall be accep:alle or satisfactory only if it is acceptable or satisfactory to the Lender which shall only be evidenced by the written appraval by the Lender of the same. No termination or amendmentto such ccwenants and agreements or defined terms or rel ease of the B orrcwer with respect thereto made pursuant to the Loan Documents to which the Borrcwer is a party, shall be

52 4829-1392-4973.6

effective to terrri nate or amend such cavenants and agreements and defined terms or release the B orrcwer with respect thereto i n each case as i ncorporated by reference herei n with out the p-i or written consent of the Lender. Notwithstanding any termination or expiration of such other Loan Document to which the Lender is a party, the Borrcwer shall continue to observe the cavenants therein contained for the benefit of the Lender unti I the termination of this Loan Agreement and the payment in full of the Loans and all cther Olligation. All such incorporated cavenants shall be in addition to the express ccwenants contained herein and shall not be limited by the express cavenants contained herein nor shal I such incorporated ccwenants be a Ii mitati on on the exp-ess cavenants contained herein.

Section 7.21. ComplianceW ith E RI SA. Except as would nct reasonally be expected to result in a Material Adverse Effect, the Borrcwer and each member of the Contrd led Group shal I (a) remain at all times in comp iancewith al I applicable lctvVs (including any legally available grace periods) with respect to any Plan, (b) at no time maintain any Plan that has Unfunded Vested Liablities, and (c) maintain each Plan as to which it may have any liablity in compliance in all material respects with the applicalle prcwisionsof ERISA, the failuretocompywith which could subject the Borrcwer or a member of its Contrd led Group to any tax or penalty.

Section 7.22. Environmental Laws. The Borrcwer shall comply with all appicable Environmental L ctvVs ( except if noncompliance wi 11 nct have a Material A clverse Effect) and cure any defect ( or cause other Persons to cure any such defect) to the extent necessary to bring such real property cwned, leased, occuped or operated by the Borrcwer back into compliance with Environmental LctvVs and to comply with any cleanup orders issued by a gavernmental authority havi ngj uri sdi cti on there ewer. The B orrcwer shal I at al I ti mes use commercially reasonable efforts to render or maintain any real property cwned, I eased, occupied or operated by the B orrcwer safe and fit for its intended uses. The Borrcwer shall also promptly notify the Lender of any actual or alleged material failure to so campy with or perform, or any material breach, vidation or default under any Environmental Law.

Section 7.23. Cavenant to Maintain Ground Lease and Lease Agreement. The B orrcwer ccwenants and agrees that so I ong as the Loan or any portion thereof is outstanding under this Loan Agreement, itwil I maintain the Ground Lease and the Lease Agreement in full force and effect. The B orrcwer cavenants and agrees that it shal I not amend or consent to the amendment of the Ground Lease orthe Lease Agreement or waive any requirement, cavenant, default or event of default under any of them without the Lender's consent. If for any reason the Ground Lease terminates priorto its stated term, Borrcwer shall immediately nctify Lender and Special Counsel and talke such action as may be appraved by Special Counsel to assure that interest on the Loan wi 11 nct be included in gross income of the cwners thereof for federal income tax purposes.

ARTICLE VIII

NEGATIVE COVENANTS OF BORROWER

So I ong as the B orrcwer Loan shal I remain unpaid, the B orrcwer agrees that:

Section 8.01. Lien. The Borrcwer shall nct, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, I ien, charge, encumbrance or claim on or with respect to

53 4829-1392-4973.6

the Property, IT any portion thereof, or any other real IT personal property of the B orrOvVer, whether now owned or hereafter acquired (each, a "Lien" and together, "Liens") other than the rights of the Lender IT the Issuer as herein pravided and the Permitted Encumbrances. The BorrOvVer shall promptly, at its OvVn expense, take such action as may be necessary duly to discharge or remave any such unpermitted Lien. The BorrOvVer shall reimburse the Lender for any expenses incurred by the Lender to discharge or rerncwe any unpermi tted Li en. For the avoidance of doulX, a I ease is not considered a "Lien" hereunder.

"Lien Claims" means all claims (including mechanics liens and claims for labor, services, materials and supp i es) that by I aw have or may become a Ii en upon any of the Col I ateral or the Borrower's interest in the Property or any other property or assets of the Borrower. "Impositions" means al I rents, taxes, assessments and premi urns attributable to the Property. "Lien Claims" do not, hcwever, include any claims or liens which are Permitted Encumbrances.

Nctwithstanding anything herein or in any of the other Loan Documents to the contrary (exce[X as set forth in Section 3.04(a)), the BorrOvVer shall not be required to pay, discharge IT remove any Imposition or Lien Claim so long as the following criteria (the "Lien Contest Criteria") shall be satisfied as to the same: (a) the BITrOvVer shall contest in good faith the validity, appl i cab I ity IT amount of the I mpositi on or the Li en Claim by an appropriate I egal proceeding which operates to preventthe collection of the secured amounts and the sale of the Property or any portion thereof; (b) prior to the date on which such Imposition or Lien Claim would ctherwise have become delinquent, the BorrOvVer shall have given the Lender and the Issuer written notice of its intent to contest said Imposition IT Lien Claim; (c) the BITrOvVer either (i) shall have compliedwith the Statutory Bond Criteria set forth belOvV, (ii) shall have deposited with the Lender (IT with a court of competentjuri sdiction or other appropriate body appraved by the Lender and the Issuer) such additi anal amounts as are necessary to keep on deposit at al I ti mes, an amount equal to at least 125°/o (or such higher amount as may be required by app icable law) of the total of the balance of such Imposition or Lien Claim then remaining unpaid, plus all interest, penalties, costs and charges having accrued or accumulated thereon, IT (iii) shall have bonded aver such Imposition IT Lien Claim to the satisfaction of the Title Insurer issuing the Title Policy sothatthe same would not result in being an exception to ccwerage under such Title Pd icy, and shall have pravided to the Lender an endorsement to the Title Policy evidencing the same in form and substance reasonably acceptable to the B orrOvVer; ( cl) in the reasonable judgment of the Lender, no risk of sale, forfeiture or loss of the Borrower's or the Lender's interest in the Property or any part thereof within 30 days arises at any time; (e) such contest does not, in the Lender's reasonable discretion, have a Material Adverse Effect; (f) such contest is based on bona fide claims or defenses; (g) the Borrcwer shall prosecute any such contest with due diligence; and (h) the BITrOvVer shall prom[Xly pay the amount of such Imposition IT Lien Claim as finally determined, together with all interest and penalties payable in connection therewith. Anything to the contrary notwithstanding, the Lender shall have full pOvVer and authITity, but no obligation, to advance funds or to apply any amount deposited with the Lender underthis Section to the payment of any unpaid Imposition or Lien Claim at any time if an Event of Default shall occur, IT if the Lender reasonably determines that a risk of sale, forfeiture or loss of any interest in the Property IT any part thereof within 30 days has arisen. The BITrOvVer shall reimburse the Lender on demand for al I such advances, together with interest thereon at the Default Rate. Any surplus retained by the Lender after payment of the Imposition IT the Lien Claim for which a deposit was made shall be promptly repaid to the BITrOvVer unless an Event of Default shall have occurred, in which case

54 4829-1392-4973.6

said surplus may ~ retained O\f the Lender and applied O\f the Lender to any of the Olli gati on, as the Lender may determine in its sole discretion. The "Statutory Bond Criteria" will be deemed sati sfi ed if ( i) O\f statute i n the j uri sdi cti on where the Property i s I ocated, a bond may ~ given as security forthe particular form of Imposition or Lien Claim in question, with the effect that the Property shall ~ forever released from any Lien securing such Imposition or Lien Claim; and (ii) the Borrcwer shall cause such a lx:Jnd to~ issued, and the BorrOvVer shall campy with all cther requirements of law such that the Property shall ~ forever released from such Lien; and (iii) the BorrOvVer shall pravide to the Issuer and the Lender such evidence of the foregdng as the Issuer and pr the Lender may reasonably request.

Section 8.02. Sale of Assets. The BorrOvVer will nct sell, lease, assign, transfer or ctherwise dispose of all or substantially all of its assets (cther than in the ordinary course of business or equipment or cther personal property which has ~ome inadequate, obsolete, worn out, unsuitable, unprofitable, undesirable or unnecessary and the disposition thereof wi 11 not impair the operations of the B orrcwer) or of any of the Property or any interest therein (whether in one transaction or in a series of transactions), cther than Permitted Encumbrances, without the prior written consent of the Lender (which consent will not~ unreasonably withheld) and, if the asset to~ sold consists of the Tax-Exem[X Financed Facilities, the delivery to the Issuer and the Lender of an opnion of Special Counsel to the effect that any such sale, lease, assignment, transfer or cther disposition will not cause the interest on the Issuer Loan Obligation to~ included in gross income of the OvVners thereof. N otwi thstandi ng the previous sentence, the I ssuer Loan Obi i gati on and the B orrOvVer Loan shal I ~ome due and payable upon the sale, assignment, transfer or other disposition of the Property or any portion thereof. The BorrOvVer shall pravide the Issuer and the Lender with prior written notice of its intention to sell, lease, assign, transfer or otherwise dispose of the Property or any interest therein ( other than in the ordinary course of business) and shal I agree in writing to remain liable underthe Loan Documents. In the event of a sale, assignment or transfer of the Property or any portion thereof to an A ffi Ii ate of the B orrOvVer (which shal I al so ~ subject to the Lender's prior written consent), such purchaser, assignee or transferee shall assume in writing the Borrower's obligations under the Loan Documents.

The B orrOvVer may not enter into any I ease or sull ease of the Property without the Lender's written consent, with the exception of leases in effect as of the Closing Date and leases of a duration of nct more than 45 days.

Section 8.03. Consolidation and Merger. The BorrOvVer will nct consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all of the assets of any other Person without the prior written consent of the Lender (which consent will not~ unreasonably withheld) and the Issuer; prcwided, hOvVever, that the Borrcwer may consolidate or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a con sol i dati on or merger) al I or substantially al I of the assets of any other Person if (a) the B orrcwer is the surviving organization; (b) the Lender and the Issuer shall have received prior written nctice of any such merger or consolidation and an opnion of Special Counsel, in form and substance reasonably acce[Xabletothe Lender and the Issuer, to the effect that under then-existing I aws the consummation of such merger, consolidation, sale or conveyance would not cause the interest on the I ssuer Loan Obi i gati on to ~come incl udabl e in gross income under the Code or adversely affect the validity of this Loan Agreement; (c) such

55 4829-1392-4973.6

merger or consolidation would not have a Material Adverse Effect; (d) the Lender's security interests and liens m the collateral for the BorrOvVer Loan (and the p-iority thereof) will nct be materially prejudiced O\f such merger or cmsolidation; and (e) no Default or Event of Default exists or would result from any such merger or consolidation.

Section 8.04. Accounting. TheBorrOvVerwill notadopt, permitorconsenttoanymaterial change in accounting principles cther than as required or pernitted O\f GAAP or adopt, permit or consentto any change in its fiscal year unless the BorrOvVer pravides the Lender restated financial statements in comparative form.

Section 8.05. Transfers. Other than as exp-essly permitted O\f this Loan Agreement, the B orrOvVer wi 11 not in any manner transfer any property with a value in excess of $250,000 during any fiscal year, other than transfers made in the ordinary course of business, without prior or p-esent receipt of full and adequate consideratim; pravided, that, the restrictim cmtained in this Section shall not prohibit the BorrOvVer from making transfers in furtherance of its public or charitable purposes.

Section 8.06. Other Indebtedness and Guarantees. Other than the BorrOvVer Loan, the BorrOvVer and the Guarantor, on an aggregate basis shal I nct, without the p-ior written consent of the Lender, incur any additimal indebtedness for borrOvVed money, secured or unsecured, direct or contingent, excep:, as lmg as no Event of Default has occurred and is cmtinuing or would be caused O\f such i ncurrence, the B orrOvVer and the Guarantor m an aggregate basis may incur (a) cther indelXedness of up to $100,000 in aggregate p-incipal amount per fiscal year and (b) operating and capital leases consistent with past practice. Neitherthe BorrOvVer northe Guarantor shall guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection in the ordinary course of business), accommodation endorser, or otherwise for, and shal I not fl edge or hypothecate the Col I ateral or any part thereof as security for, any liabilities or obligatims of any other Person or entity, except any of the foregoing in favor of the Lender or with the p-ior written cmsent of the Lender.

Section 8.07. Other Defaults. The BorrOvVerwill not permit any rrn.terial breach, default or event of default to occur beyond any applicable cure period under any note, loan agreement, indenture, I ease, mortgage, cmtract for deed, security agreement or other contractual obi i gati on binding upm the BorrOvVer or any judgment, decree, order or determination applicable to the Borrower; provided, however, nothing herein shall preclude the Borrower's right to contest in good faith O\f approp-iate p-oceedings any breach, default or event of default; p-avided, such contest shall not, and shall not have the potential to, adversely affect the Lender's or the Issuer's interests hereunder or under any of the other Loan Documents.

Section 8.08. Prohibited Uses. No portim of the p-oceeds of the Loans shall be used to finance or refinance any facility, pace or building used orto be used (1) for sectarian instruction or study or as a pace for devotimal activities or religious worship or (2) O\f a Person that is not a 501(c)(3) Organizatim or a Gavernmental Unit or O\f a 501(c)(3) Organizatim (including the Borrower) in an "unrelated trade or business" (as set forth in Section 513(a) of the Code), in such a manner or to such extent as would result in the Issuer Loan Obligatim being treated as an obi i gati on not described in Secti m 103(a) of the Code.

56 4829-1392-4973.6

Section 8.09. Use of the Property. The Borrcwerwil I not install, use, operate or maintain the Tax--Exerrpt Financed Facilities or any portion thereof improperly, carelessly, in vidation of any applicable law or in a manner contrary to that contemplated by this Loan Agreement or the Tax Regulatory Agreement.

Section 8.10. Maintenance of Business. The BorrOvVer shall not change its business activities in any material respect from the business activities conducted by the BorrOvVer as of the date of thi s Loan Agreement.

Section 8.11. Restrictive Agreements. The BorrOvVer shall nct enter into any agreement containing any prcwi si on which would be violated or treached by the performance by the B orrOvVer of its obligations hereunder or under any cther Loan Documents or any instrument or document delivered or to be delivered by the Borrcwer in connection herewith.

Section 8.12. Tax-Exempt Status. The BorrOvVer will not take any action that would cause the interest on the I ssuer Loan Obi i gati on to become incl udabl e in gross i nconne of the recipient for federal income tax purposes underthe Code (including, without Ii mitati on, i ntenti anal acts under Treas. Reg. § l.148-2(c) or deliberate action within the meaning of Treas. Reg. § l.141-2(d)), and the BorrOvVer will take and will cause its officers, employees and agents to take all affirmative actions legally within its pOvVer necessary to ensure that the interest on the Issuer Loan Obligation does nct become includable in gross income of the recipient for federal income tax purposes underthe Code (including, without Ii mitati on, the calculation and payment of any rebate required to preserve such exclusion).

Section 8.13. Federal Reserve Board Regulations. The BorrOvVerwill nct use any part of the proceeds of the Loans for the purpose of purchasing or carrying any Margin Stock and has not incurred any i ndelXedness to be reduced, retired or purchased by the B orrOvVer out of such proceeds, and the B orrOvVer does nct OvVn and has no intention of acquiring any Margin Stock.

Section 8.14. Swap Agreement. The BorrOvVer shall nct enter into a Swap Agreement without the prior written consent of the Lender.

Section 8.15. Loan Documents. The BorrOvVer shall not modify, annend or consent to any modification, annendment or waiver in any material respect of any Loan Document without the prior written consent of the Lender.

Section 8.16. Formation of Subsidiaries and Affi Ii ates. The BorrOvVer shall not create, form or acquire any Subsidiary or Affi Ii ate without the prior written consent of the Lender.

Section 8.17. Capital Expenditures. The BorrOvVer shall not permit captal expenditures of the B orrOvVer and the Guarantor, in the aggregate, measured annually as of each fi seal year end of the BorrOvVer and the Guarantor on a consdidated basis commencingJ une 30, 2019, to exceed the sum of (a) $750,000 in any fiscal year, plus (b) any amount released from the Capital Expenditure Reserve Account in such fiscal year, pus (c) any amount released from the Prqject Fund Account in such fiscal year, unless Borrcwer has received Lender's prior written consent therefor, which consent shall not be unreasonably withheld so long as BorrOvVer or Guarantor shal I demonstrate to Lender's satisfaction that funds therefor are available to pay the cost thereof prior to the commencement of work.

57 4829-1392-4973.6

ARTICLE IX

DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS

Section 9.01. Eminent Domain. If all or any [X)rtion of the Property shall be taken permanently under the pcwer of eminent domain or sold to a government threatening to exercise the po.,ver of eminent domain, the Net Proceeds of any eminent domain award shal I be awl i ed in accordance with Section 9.02, unless otherwise agreed to by the Lender and the Issuer, with an apprcwing written opinion of Special Counsel to the effect that under then-existing lctNs that such action would not cause the interest with respect to the I ssuer Loan Obi i gati on to become incl udabl e in gross income underthe Code or adversely affect the validity of this Loan Agreement.

Section 9.02. Application of Net Proceeds.

(a) The Net Proceeds of any insurance award resulting from any damage to or destruction of any portion of the Property by fire or cther casualty, as awlicable, of any title insurance award, or of any eminent domain or condemnation award resulting from any event described in Section 9.01 hereof shall be deposited with the Lender, who shall appy such Net Proceeds as set forth bel cw; pravi ded, hcwever, that if no Event of Default has occurred and is continuing under the Loan Documents, the Lender shal I rel ease to the Borrcwerwithout further limitations all Net Proceeds of upto $250,000 received on behalf of the Borrcwer. The Borrcwer, except as pravided belcw, shall cause the Net Proceeds to be uti Ii zed for the repair, reconstruction, or rep acement of the damaged or destroyed [X)rti on of the Property. Pravi ded that no Default or Event of Default has occurred and is continuing under the Loan Documents, the Lender shall permit withdrawals of the Net Proceeds from ti me to ti me U[X)n receiving the written request of the B orrcwer, stating that the Borrcwer has expended moneys or incurred liabilities in an amount equal to the amount therein requested to be paid aver to it for the pur[X)se of repair, reconstruction or replacement of the Property damaged, destroyed, lost or taken by eminent domain, and specifying the items for which such moneys were expended or such liabilities were incurred. Any balance of the Net Proceeds required to be used for repayment of the Loans or not required for such repair, reconstruction, or replacement, shall be awlied by the Lender as pravided in Section 4.08 hereof. If an Event of Default has occurred and is continuing hereunder, the Lender may apply Net Proceeds to the Borrower's obligations under the Borrcwer Documents in any order of priority elected by the Lender in its sole discretion.

(b) Alternatively, the Borrcwer, at its option, and if the Net Proceeds together with any other moneys then available are at least sufficient to prepay the Borrcwer Loan in full pursuantto Section 4.08(b) hereof, may elect notto repair, reconstruct, or rep ace the damaged or destroyed portion of the Property, as app icable, and thereu[X)n shall cause the Net Proceeds to be used for the prepayment of the Borrcwer Loan in full, but not in part. With the written consent of the Lender, the Borrcwer may elect not to repair, reconstruct or replace the damaged, destroyed, lost or taken Property and shall apply the Net Proceeds to prepay the B orrcwer Loan i n part.

58 4829-1392-4973.6

(c) There shall ~ no abatement of Payments during any ~riod in which, O\f reason of damage or destruction, there is substantial interference with the use and occupancy O\f the B orrOvVer of the Pro~rty or any portion thereof.

(cl) The application of insurance or condemnation proceeds received O\f the B orrOvVer orthe Lender with res~ct to the Tax-Exempt Financed F aci Ii ti es shal I ~ suqj ect to the requirements of the Tax Regulatory Agreement.

ARTICLE X

ASSIGNMENT, PARTICIPATION, MORTGAGING AND SELLING

Section 10.01. Assignment by the Lender. This Loan Agreement and related Issuer Loan Obi i gati on and the right to receive Payments from the B orrOvVer hereunder, may ~ assigned and reassigned in whde to one assignee O\f the Lender, at any time, without the necessity of obtaining the consent of the I ssuer or the B orrcwer; pravi ded, hOvVever, that such assignment or reassignment shall ~ in accordance with Section 4.09 of this Loan Agreement. The Issuer and the B orrcwer agree to execute al I documents, including notices of assignment and chattel mortgages or fi nanci ng statements, whi ch may ~ reasonably requested O\f the Lender or its assignee to prctect its interest in this Loan Agreement.

Section 10.02. No Sale, Assignment or Leasing by the BorrOvVer. This Loan Agreement and the interest of the B orrOvVer in the Pro~rty may nct ~ sold, assumed, assigned or encum~red O\f the B orrOvVer ctherthan as expressly ~rmi tted in this Loan Agreement. This Loan Agreement and the interest of the B orrOvVer in the Pro~rty or the I mpravements, or any imprcwements thereof, may not~ subject to involuntary assignment, lease, transfer or sale or to assignment, lease, transfer or sale O\f ~ration of law in any manner whatsoever except as expressly prcwided in this Loan Agreement and excep: for Permitted Encumbrances, and any such attempted assignment, I ease, transfer or sale shal I ~ vd d and of no effect and shal I, at the option of the Lender, constitute an Event of Default hereunder.

ARTICLE XI

EVENTS OF DEFAULT AND REMEDIES

Section 11.01. Events of Default. Upon the expiration of any applicable cure ~riod expressly pravided in this Loan Agreement, each of the follcwing shall constitute an "Event of Default" under this Loan Agreement:

(a) failure O\f the BorrOvVer to pay to the Lender, as assignee of the Issuer, any Payment within 10 days of the due date thereof, or any Additional Payment or any other amount required to~ paid hereunder or under the Security Agreement within 10 days of the due date thereof;

(b) fai I ure O\f the B orrOvVer to pay, within 1 O days of the due date thereof, any payment required to ~ paid under any cther material agreement ~tween the Lender or any of itsAffiliates and the Borrcwer, subject to the applicable cure ~riod set forth in such agreement;

59 4829-1392-4973.6

( c) fai I ure by the B orrOvVer to maintain insurance in accordance with Section 7.04 hereof, except for failures that are immaterial and are cured within 10 Business Days after recei[X of written notice from the Lendertothe Borrcwer;

( cl) fai I ure by the B orrOvVer to observe and perform any cther ccwenant, condition or agreement on its part to be observed or performed hereunder for a period of 30 days after written notice is given to the BorrOvVer by the Lender, specifying such failure and requesting that it be remedied; prcwided, hOvVever, if such failure is correctable but cannot be corrected within the applicable period and corrective action is instituted by the BorrOvVerwithin the applicable period and di Ii gently pursued until corrected, then no Event of Default shall be deemed to have occurred unless such cure has nct been completed within 60 days after such written notice (or such longer period as may be permitted by the Lender i n wri ti ng) ;

( e) i ni ti ati on by the B orrcwer or the Guarantor, or by others of a proceeding under any Federal or State bankru[Xcy or insolvency I ctN seeking relief under such I aws concerning the indebtedness of the B orrOvVer or the Guarantor which proceeding is not dismissed or stayed within 60 days;

(f) the B orrcwer or the Guarantor shal I be or become insolvent, or admit in writing its inability to pay its or his debts as they mature, or make an assignment forthe benefit of creditors; or the B orrOvVer or the G uarantor shal I apply for or consent to the appointment of any receiver, trustee or si mi I ar officer for it or for al I or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the appl i cation or consent of the B orrOvVer or the G uarantor, as the case may by, or the BorrOvVer shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction which proceeding is not dismissed or stayed within 60 days; or any such proceeding shall be instituted (by petition, application or ctherwise) against the BorrOvVer and remains undismissed or unstayed for 60 days; or any judgment, writ, warrant of attachment or execution or si mi I ar process shal I be issued or I evi ed against a substantial part of the property of the B orrOvVer that is nct dismissed, vacated or stayed within 60 days;

(g) the making of any order or the entry of any decree by a court of competent jurisdiction enjoining or prohibiting the Borrcwer from performing or satisfying its material cavenants, obligations or conditions contained herein and such proceedings are not stayed or discontinued or such order or decree is nct vacated within 30 days after the making or granting thereof;

(h) the BorrOvVer (i) has made any material false or misleading statement or representation in connection with this Loan Agreement; or (ii) sells, assigns, leases, or ctherwi se transfers or encumbers al I or any part of its interest in this Loan Agreement, the Property, other than Permitted Encumbrances and or in accordance with Section 8.02 hereof;

60 4829-1392-4973.6

(i) the occurrence of a default or event of default which rep-esents a I iab lity of the B orrcwer or the Guarantor in the amount of $250,000 or more under any instrument, agreement or cther document evidencing or relating to any i ndelXedness or other monetary obligation of the BorrOvVer after giving effect to any grace or cure periods applicable under such instruments, agreements or documents; pravi ded, hcwever, nothing herein shal I preclude the Borrower's and the Guarantor's right, as applicable, to contest in good faith O\f appropriate proceedings any default or event of default;

U) the sale of the B orrOvVer to, or merger of the B orrOvVer into, any Person, or the merger of any other Person into the Borrcwer, or acquisition (in a transaction analogous in purpose or effect to a con sol i dati on or merger) of al I or substantially al I of the assets of any other Person O\f the BorrOvVer, or another similar material event, without the prior written consent of the Lender, other than as expressly permitted pursuant to Section 8.02 or 8.03 hereof; provided, however, nothing herein shall preclude the Borrower's normal rctation of Trustees onto and off the Board of Directors, nor does it refer to a change in Board Chair, Head of School or cthers in similar positions at the Borrcwer;

(k) the occurrence of a default or event of default under the Ground Lease, the Lease Agreement, any other material lease or cther agreement relating to, affecting or pertaining to the possession or use of any of the Property, after the expiration of any applicable cure or forbearance period related thereto, and such default or event of default has a Material Adverse Effect;

(I) the occurrence of a default or event of default under any material agreements or arrangements entered into O\f the B orrOvVer i nvdvi ng any form of credit accommodations, after the exp ration of any app i cable cure or forbearance period related thereto, and such default or event of default has a Material Adverse Effect;

(m) this Loan Agreement or any Loan Document, including any pedge or collateral security for the Loans, shall be repudiated O\f the Borrcwer or any material p-avi si on in any Loan Document shal I become unenforceable or incapable of performance in accordance with its terms;

(n) any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against the BorrOvVer or the Guarantor ortheir respective assets in excess of $250,000 which is not cavered O\f insurance or which exceeds any applicable insurance policy O\f more than $250,000; p-avided, hOvVever, ncthing herein shall preclude the Borrower's or the Guarantor's right, as applicable, to contest in good faith O)I appropriate proceedings any such judgment, writ, warrant of attachment or execution or si mi I ar p-ocess; or

(o) the occurrence of an event of default under the Guaranty;

(p) the occurrence of a Material Adverse Change; or

(q) the occurrence of an event of default under any cther Loan Document or cther materi al agreement, between the Lender and the B orrOvVer after the exp ration of any applicable cure period thereunder.

61 4829-1392-4973.6

Section 11.02. Remedies on Default. Whenever any Event of Default shall have occurred and be continuing, the Lender shall have the right, at its sole option without any further demand or notice, to take any one or any combination of the fdlcwing remedial actions insofar as the sanne are available to secured parties under the laws of the State from ti me to ti me and which are otherwise accorded to the Lender:

(a) O\f notice to the Issuer and the Borrcwer, declare the entire unpaid principal amount of the Loans (and the related Obligations) then outstanding, all interest accrued and unpaid thereon and al I announts payable under this Loan Agreement to be forthwith due and payable, whereupon such Loans (and the related Obligations), all such accrued interest and all such announts shall become and be forthwith due and payable, without presentment, ncti ce of dishonor, protest or further notice of any kind, al I of which are hereO)I expressly waived O\f the B orrcwer and the Issuer;

(b) the obligation, if any, of the Lenderto extend any further credit under any of the Loan Documents shall immediately cease and terminate;

(c) exercise all rights and remedies legally available to the Lender, including, but not Ii mited to, under the Guaranty;

( cl) proceed O\f appropriate court action to enforce performance O\f the Issuer or the B orrcwer of the applicable cavenants of the Loan Documents or to reccwer for the breach thereof, including the payment of all amounts due from the Borrcwer, in which event the B orrcwer shal I pay or repay to the Lender al I costs of such action or court action including without limitation, reasonable attorneys' fees; and

(e) to enforce its rights, in which event the Borrcwer shal I pay or repay to the Lender and the Issuer al I costs of such action or court action, including, without limitation, reasonable attorneys' fees.

A 11 proceeds derived from the exercise of any rights and remedies shal I be applied in the fd I cwi ng manner:

Fl RST, to pay the Issuer any Issuer Fees and Expenses;

SECOND, to the United States any rebatable arbitrage due or accrued pursuant to Section 148(f)(4) of the Code;

THI RD, to pay (a) to the Lenderthe amount of all unpaid Payments, if any, which are then due and cwi ng, together with interest and I ate charges thereon; and (b) to the Lender any A dditi anal Payments payable to the Lender hereunder;

FOURTH, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Collateral, including reasonable attorneys' fees and expenses; and

FIFTH, to pay the remainder of any such proceeds, purchase moneys or other amounts paid O\f a buyer of the Cd lateral or other Person, to the Borrcwer.

62 4829-1392-4973.6

Nctwithstanding any other remedy exercised hereunder, the BorrOvVer shall remain obligated to pay to the Lender and the Issuer, as their interests may appear, any unpaid Payments and Additional Payments.

A 11 rights, pcwers and remedies of the Lender may be exercised at any ti me b,' the Lender, as assignee of the I ssuer, and from ti me to ti me after the occurrence and continuance of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, pcwers or remedies pravided b,' law or equity.

The B orrOvVer shal I pay or repay to the Lender and the I ssuer al I costs of such action or court action, including, without limitation, reasonable attorneys' fees.

Section 11.03. The Lender's Right To Perform the Obligation. If the BorrOvVer shall fail, refuse or neglect to make any payment or perform any act required b,' the Loan Documents towhi ch it is a party, then while any Event of Default exists, and without ncti ce to or demand upon the BorrOvVer andwithoutwaivi ng or releasing any other right, remedy or recourse the Lender may have because of such Event of Default, the Lender may (but shal I nct be oll igated to) make such payment or perform such act for the account of and at the expense of the B orrOvVer and interest on such payment shal I accumulate from the date of the advance at the Default Rate unti I such advance is paid, and shal I have the right to enter upon the Property for such purpose and to take al I such action thereon and with respect to the Property as it may deem necessary or appropriate. If the Lender shall elect to pay any sum due with reference to the Property, the Lender may do so in reliance on any bi 11, statement or assessment procured from the appropriate gcwernmental authority or other i ssuerthereof without i nqui ring into the accuracy or validity thereof. Si mi I arly, in making any payments to protect the security intended to be created b,' this Loan Agreement orthe Security Agreement, the Lender shall nct be bound to inquire into the validity of any apparent orthreatened adverse title, lien, encumbrance, claim or charge before making an advance for the purpose of preventing or remaving the same. Additionally, if any Hazardous Materials affect or threaten to affect the Property, the Lender may (but shal I nct be obligated to) give such nctices and take such actions as it deems necessary or advisable in order to abate the discharge of any Hazardous Materials or remave the Hazardous Materials. The BorrOvVer shall indemnify, defend and hdd the Lender and the Issuer harmless from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever, including reasonable attorneys' fees, incurred or accruing by reason of any acts performed b,' the Lender pursuant to the prcwisions of this Section, exce[X as a result of the Lender's gross negligence or willful misconduct.

Section 11.04. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Lender or the I ssuer is intended to be exclusive and every such remedy shal I be cumulative and shall be in addition to every other remedy given under this Loan Agreement or nOvV or hereafter existing at law or in equity. No delay or omission to exercise any right or pcwer accruing upon any Event of Default shal I impair any such right or pcwer or shal I be construed to be a waiver thereof, but any such right or pcwer may be exercised from ti me to ti me and as often as may be deemed expedient. In order to entitle the Lender or the Issuer to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice cther than such nctice as may be required b,' this Article XI . A 11 remedies hereb,' conferred upon or reserved to the Lender or the Issuer shal I survive the termination of this Loan Agreement.

63 4829-1392-4973.6

Section 11.05. Issuer Enforcement of Rights. In the event that the BorrOvVer fails to comply with any cavenant or obi i gati on set forth in this Loan Agreement related to Reserved I ssuer Rights, the Issuer may enforce the Reserved Issuer Rights by exercising al I rights and remedies legally available to it, including proceeding by appropriate court action to enforce performance by the B orrOvVer of such ccwenants and obi i gati ons or to reccwer for the treach thereof, including the payment of al I announts due from the B orrcwer, in which event the B orrcwer shal I pay or repay to the Issuer all costs of such action or court action including without limitation, reasonable attorneys' fees (including, without limitation, fees and expenses of the Issuer's in-house and outside counsel and the fees and expenses of the California Department of Justice when acting on behalf of the Issuer).

ARTICLE XII

MISCELLANEOUS

Section 12.01. Disclaimer of Warranties. THE LENDER AND THE ISSUER MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENTS, TITLE OR FITNESS FOR USE OF THE PROPERTY OR ANY COMPONENT THEREOF OR ANY OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT THERETO. All such risks, as between the Lender, the Issuer and the B orrOvVer, are to be borne by the B orrcwer. Without Ii miti ng the foregd ng the Lender and the Issuer shal I have no responsibility or I iabil ity to the BorrOvVer or any other Person with respect to any of the follOvVing (to the extent nct caused by the willful misconduct of the Issuer or the Lender): (a) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Property, any inadequacy thereof, any deficiency or defect (latent or ctherwise) therein, or any other circumstances in connection therewith; (b) the use, operation or performance of the Property or any risks relating thereto; ( c) any interruption of service, I oss of business or anticipated profits or consequential damages; or (cl) the delivery, operation, servicing, mai ntenance, repai r, i mpravement or rep acement of the Property. I f, and so I ong as, no default exists under this Loan Agreement, the BorrOvVer shall be, and hereby is, authorized to assert and enforce, at the Borrower's sole cost and expense, from time to time, whatever claims and rights the BorrOvVer or the Lender may have against any prior title holder or possessor of the Property. In no event shall the Lender orthe Issuer be liable for any loss or damage in connection with or arising out of this Loan Agreement or the Property, except to the extent such loss or damage is caused by the willful rri sconduct of the Lender orthe Issuer, respectively.

Section 12.02. Limitations of Liability. In no event, whether as a result of breach of contract, warranty, tort (including negligence or strict liability), indemnity or otherwise, shall the Lender, its assignees, if any, or the Issuer be liable for any special, consequential, incidental or punitive damages including, but nct lirrited to, a loss of profit or revenue, loss of use of the Property or any associated equipment, service materials or software, damage to associated equipment, service materials or software, cost of capital, cost of substitute equipment, service materials or software, facilities, services or replacement pOvVer, dOvVn time costs or claims of the

64 4829-1392-4973.6

Borrower's members for such damages and the BorrOvVer shall indemnify and hold harmless the Lender, its assignees, if any, and the Issuer from any such damages.

Section 12.03. Additional Payments to the Lender. The BorrOvVer shall pay to the Lenderthe follOvVingAdditional Payments hereunder, in addition to the Payments payable by the B orrOvVer, in such amounts in each year as shal I be required by the Lender in payment of any reasonable costs and expenses, incurred by the Lender in connection with the execution, performance or enforcement of this Loan Agreement, the Prqject, including but not limited to payment of al I reasonable fees, costs and expenses and al I reasonable administrative costs of the Lender in connection with the Prqject, reasonable expense (including, without limitation, reasonable attorneys' fees and disbursements), reasonable fees of auditors, financial consultants or attorneys, insurance p-emi urns not otherwise paid hereunder and al I other reasonable, direct and necessary administrative costs of the Lender or charges required to be paid by it in ordertocompy with the terms of, or to enforce its rights under, this Loan Agreement or any of the other Loan Documents. Such Additional Payments shall be bl led to the Borrcwer by the Lender from time to time, together with a statement certifying thatthe amount so bl led has been paid or incurred by the Lender for one or more of the items described, or that such amount is then payable by the Lender for such items. Amounts so billed shall be due and payable by the Borrcwer within 30 days after recei fl: of the bi 11 by the B orrcwer.

Section 12.04. Nct:ices. All notices, certificates, requests, demands and other communications p-avi ded for hereunder or under this Loan Agreement shal I be in writing and shal I be effective upon receipt. N cti ces may be (a) personally delivered; (b) sent by registered fi rst--cl ass United States mai I; or ( c) sent by cwerni ght courier of nati anal reputation, in each case addressed to the party to whom notice is being given at its address as set forth belOvV, or, as to each party, at such other address as may hereafter be desi gnated by such party i n a written noti ce to the other party compying as to delivery with the terms of this Section. If notice to the BorrOvVer of any i ntended di sposi ti on of any property or any cther i ntended actions i s requi red by I aw i n a particular instance, such nctice shall be deemed commercially reasonable if given (in the manner specified in this Section) at least 1 O calendar days priorto the date of intended disposition or other action.

to the B orrcwer:

with a copy to:

to Issuer:

4829-1392-4973.6

Puello Serra Worship H ol dings 26351 J unipero Serra Road San J uan Cap strano, CA 92675 Telephone: (949) 493--9307 Attention: Chief Executive Officer

The Busch Firm 2532 Dupont Drive Irvine, CA 92612 Attention: Sheila Muldoon, Esq. Telephone: (949) 474-7368

By Overnight Mail:

California Infrastructure and Economic Develor:;rnent Bank 1325J Street, Suite 1300

65

Lender:

WithaCopyto:

Sacramento, CA 95814 Teler:*ione: (916) 341--6600 Attention: Bond Unit Manager

By U.S. Mail:

California I nfrastructure and E conorni c Development Bank Post Office Box 2830 Sacramento, CA 95812-2830 Attention: Bond Unit Manager

Farmers and Merchants Bank of Long Beach R ossrnoor Offi ce 12535 Seal Beach Boulevard Seal Beach, California 90740 Teler:*ione: (562) 799-1047 Attention: Jeff R. Spinelli-faris

Farmers and Merchants Bank of Long Beach 302 Pine Avenue Long Beach, California 90802 Attention: Chief Credit Officer

Section 12.05. Binding Effect; Tirnel softheEssence. ThisLoanAgreementshall inure to the benefit of and shall be binding upon the Lender, the Issuer, the BorrOvVer and their respective successors and assi gns, if any. Ti me i s of the essence.

Section 12.06. Severabil ity. In the event any prCNision of this Loan Agreement shall be held invalid or unenforceable O\f any court of competent j uri sdi cti on, such hd ding shal I not invalidate or render unenforceable any cther pravi si on hereof.

Section 12.07. Arnendrnents. To the extent permitted O)l lctN, the terrns of this Loan Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever except O\f written instrument signed O\f the parties hereto, and then such waiver, consent, modification or change shal I be effective only in the specific instance and for the specific purpose given; pravi ded, hOvVever, that the consent of the Issuer shal I nct be required for waivers, alternations, modifications, supplements or amendments of or with respect to Sections 7.07, 7.14, 7.16, 7.17, 8.01, 8.04, 8.06, 8.11, 8.14, 8. 16 or 8.17 of this Loan Agreement; prCNided further, hOvVever, that prior to the effectiveness of any such alteration, modification, supplement or amendment, an opinion of Special Counsel shal I be delivered to the Issuer to the effect that such waiver, alteration, modification, amendment or supp ement cornpl i es with the requirements of this Loan Agreement and that such amendment or supp ement wi 11 not cause interest on the I ssuer Loan Obi i gati on to be included in the gross income of the Lender for federal income tax purposes.

Section 12.08. Execution in Counterparts. This Loan Agreement rnay be executed in several counterparts, each of which shall be an original and all of which shall constitute one and

66 4829-1392-4973.6

the same instrument and any of the parties hereto may execute this Loan Agreement by signing any such counterpart.

Section 12.09. Applicable Law. This Loan Agreement shall be construed in accordance with and governed by the laws of the State app icableto contracts rnade and performed in the State. This Loan Agreement shall be enforceable in the State, and any action arising hereunder shal I be filed and maintained in the Superior Court of Sacramento County, Sacramento, California (unless waived by the Issuer in writing, or unless it involves a foreclosure or other matter affecting the Property and such action is required by app i cable I aw to be brought in the county in which such real property i s I ocated).

Section 12.10. Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, THE LENDER AND THE BORROWER (BUT NOT THE ISSUER) HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY ACTION, PROCEEDING OR HEARING (HEREINAFTER, A "CLAIM") BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS LOAN AGREEMENT OR ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN THE LENDER OR THE BORROWER RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED BY THIS LOAN AGREEMENT OR ANY RELATED TRANSACTIONS, ANDi()R THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN THE LENDER AND THE BORROWER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AN DALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS), PROVIDED THAT THE ISSUER DOES NOT WAIVE ANY RIGHT TO REQUEST OR DEMAND TRIAL BY JURY. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS LOAN AGREEMENT, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR SUPPLEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS LOAN AGREEMENT OR ANY RELATED TRANSACTIONS. IN THE EVENT OF LITIGATION, THIS LOAN AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TOA TRIAL BY THE COURT.

Section 12.11. Captions. The captions or headings in this Loan Agreement are for convenience only and in noway define, lirnit or describe the scope or intent of any pravisions or sections of this Loan Agreement.

Section 12.12. EntireAgreernent. ThisLoanAgreement, togetherwiththeexhibtsand attachments hereto and thereto, together with the cther Loan Documents, constitutes the entire agreement arnong the Lender, the Issuer and the Borrcwer. There are no understandings, agreements, representations or warranties, express or i rnpl i ed, not specified herein or therein regarding this Loan Agreement orthe Project. Any terrns and conditions of any purchase order or cther document submitted by the BorrOvVer in connection with this Loan Agreement which are in addition to or inconsistent with the terrns and conditions of this Loan Agreement will not be b ndi ng on the Lender and wi 11 not apply to this Loan Agreement.

67 4829-1392-4973.6

Section 12.13. Waiver. The Lender's or the Issuer's failure to enforce at any time or for any period of ti me any pravision of this Loan Agreement shall not be construed to be a waiver of such pravi si on or of the right of the Lender or the I ssuer thereafter to enforce each and every pravision. No express or implied waiver O\f the Lender of any Default or remedy of Default shal I constitute a waiver of any other Default or remedy of Default or a waiver of any Lender's rights.

Section 12.14. Survivability. All of the limitations of liability, indemnities and waivers contained in this Loan Agreement shall continue in full force and effect notwithstanding the expiration or early termination of this Loan Agreement and are expressly made for the benefit of, and shal I be enforceable 0\/, the Lender and the I ssuer, or their successors and assigns.

Section 12.15. Usury. It is the intention of the parties hereto to comply with any appl i cal:fo usury I aws; accordingly, it is agreed that, nctwithstandi ng any prOJi si ons to the contrary in this Loan Agreement, in no event shall this Loan Agreement require the payment or permit the col I ecti on of interest or any amount in the nature of interest or fees in excess of the maxi mum permitted O\f appl i cable I ctvV.

Section 12.16. Thi rd-Party Beneficiary. It is the intention of the parties that any Lender hereunder ( cther than Farmers and M erchants B ank of Long B each as the ori gi nal Lender and cther than as ctherwise specifically pravided herein) be a third-party beneficiary of this Loan Agreement.

Section 12.17. Further Assurance and Corrective Instruments. The parties hereto hereO)I agree that they will, from time to time, execute, ackncwledge and deliver, or cause to be executed, ackncwledged and delivered, such further acts, instruments, conveyances, transfers and assurances, as any of them reasonably deems necessary or advisable for the implementation, correction, confirmation or perfection of this Loan Agreement or the Tax Regulatory Agreement and any rights of such party hereunder or thereunder.

Section 12.18. Dispute Resolution; Pravisional Remedies.

(a) Judicial Reference. In the eventthejury trial waiver pravisions set forth in Section 12.10 are not permitted for any reason and the Borrcwer fails to waive jury trial, the Lender and the Borrcwer hereO)I agree: (i) each Claim (as defined in Section 12.10 hereof) shall be determined by a consensual general judicial reference (the "Reference") pursuant to the prOJisions of Section 638 et seq. of the California Code of Civil Procedure, as such statutes may be amended or modified from ti me to time; (ii) upon a written request, or upon an appropriate motion O\f either the Lender or the Borrcwer, as applicable, any pending action relating to any Claim and every Claim shall be heard O\f a single Referee (as defined belcw) who shall then try all issues (including any and all questions of lctvV and questions of fact relating thereto), and issue findings of fact and conclusions of I aw and report a statement of decision. The Referee's statement of decision will constitute the conclusive determination of the Claim. The Lender and the Borrcwer agree that the Referee shall have the pavver to issue all legal and equitable relief appropriate under the circumstances before the Referee; (iii) the Lender and the Borrcwer shall promptly and diligently cooperate with one another, as appical:le, and the Referee, and shall perform such acts as may be necessary to obtain prompt and expeditious resolution of al I CI aims in

68 4829-1392-4973.6

accITdance with the terms of this Section 12.18; (iv) eitherthe Lender orthe BorrOvVer, as applicable, may file the Referee's findings, conclusions and statement with the clerk or judge of any appropriate court, file a motion to confirm the Referee's report and have judgment entered thereon. If the report is deemed incomplete by such court, the Referee may be required to complete the report and resubmit it; (v) the Lender and the BITrcwer, as applicable, wi II each have such rights to assert such objections as are set forth in Section 638 et seq. of the California Code of Civil Procedure; and (vi) all proceedings shall be closed to the public and confidential, and al I records relating to the Reference shal I be permanent! y sealed when the ITder thereon becomes fi nal .

(b) Selection of Referee; POvVers. The parties to the Reference proceeding shal I select a single neutral referee (the "Referee"), who shall be a retired judge or justice of the courts of the State, or a federal court judge, in each case, with at I east 1 O years of judicial experience in civil matters. The Referee shall be appointed in accordance with Section 638 of the California Code of Civil Procedure (or pursuant to comparable pravisions of federal law if the dispute fal Is within the excl usivejurisdiction of the federal courts). If within 1 O days after the request IT mcti on fIT the Reference, the parties to the Reference proceeding cannot agree upon a Referee, then any party to such proceeding may request or moJe thatthe Referee be appointed by the PresidingJ udge of the SuperiIT Court of CalifITnia, County of Orange, or of the U.S. District Court forthe NorthernDistrict of California The Referee shall determine all issues relating to the applicability, interpretation, legality and enfITceab lity of this Section 12.1 S(b).

(c) Pravisional Remedies, Self Help and F ITeclosure. No prCNision of this Section 12.18 shall I imitthe right of eitherthe Lender, the Issuer, orthe Borrcwer, as the case may be, to (i) exercise such self--hel p remedies as rright otherwise be available under applicable law; (ii) initiate judicial IT non-:judicial fITeclosure against any personal property collateral; (iii) exercise any judicial or pOvVer of sale rights; or (iv) obtain or oppose pravisional or ancillary remedies, including without limitation injunctive relief, writs of possession, the appointment of a receiver, andpr additional or supplementary remedies from a court of competent jurisdiction befITe, after, or during the pendency of any Reference. The exercise of, or opposition to, any such remedy does nct waive the right of the Lender or the BorrOvVer to the Reference pursuant to this Section 12.1 S(c).

(cl) Costs and Fees. Promp:ly follcwi ngthe selection of the Referee, the parties to such Reference proceeding shal I each advance equal portions of the estimated fees and costs of the Referee. In the statement of decision issued by the Referee, the Referee shal I award costs, including reasonable attorneys' fees, to the prevailing party, if any, and may order the Referee's fees to be paid or shared by the parties to such Reference proceeding in such manner as the Referee deems just.

Section 12.19. Ann's-length Transaction. The BorrOvVer acknOvVledges and agrees that (i) the advance of the Loans by the Lender pursuant to this Loan Agreement is an arm's-length commercial transaction between the BITrOvVer and the Lender; (ii) in connection therewith and with the financing discussions, undertakings and procedures leading up to the consummation of such transaction, the Lender is and has been acting solely as a principal and is not acting as the agent IT fiduciary of IT in any way advising the BorrOvVer; (iii) the Lender has nct assumed an

69 4829-1392-4973.6

advisory or fiduciary responsiblity in favor of the Borrcwer with res~ct to the financing contemp ated hereby orthe discussions, undertakings and procedures I eadi ng thereto (i rres~ctive of whether the Lender has prcwi ded other services or is currently pravi ding other services to the B orrcwer on other matters) and the Lender has no obi i gati on to the B orrcwer with res~ct to the financing contempated hereby exce[X the obi igations expressly set forth in this Loan Agreement; and (iv) the Borrcwer has consulted its cwn legal, financial and cther advisors to the extent it has deemed appropriate.

Section 12.20. Patriot Act. The Lender hereby notifies the Borrcwerthat pursuantto the requirements of the Patriot Act it is required to olXai n, verify and record information that identifies the B orrcwer, which information includes the name and address of the B orrcwer and other information that will allcw the Lenderto identify the Borrcwer in accordance with the Patriot Act. The B orrcwer hereby agrees that it shal I prom[Xly pravi de such information upon request by the Lender.

[Remainder of page intentionally left blank]

70 4829-1392-4973.6

IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be executed in their respective corporate names by their duly authorized officers or officials al I as of the date first written abcwe.

4829-1392-4973.6

FARMERS AND MERCHANTS BANK OF LONG BEACH

By~~~~~~~~~~~~~~~~ Jeffery R. Spinelli-faris, Senior Vice President

CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK

By~~~~~~~~~~~~~~~~ Nancee Trombley Chief Deputy Executive Director

PUEBLO SERRA WORSHIP HOLDINGS, a California nonprofit religious corporation

By~~~~~~~~~~~~~~~~ RichardT. Meyer, Secretary

[Signature Page to Loan Agreement]

EXHIBIT A

DESCRIPTION OF LAND

The land referred to in this document is situated in the City of San Juan Capistrano, County of Orange, State of California, and is described as follows:

PARCEL A:

PARCELS 1, 2 AND 3 OF PARCEL MAP 99-107, IN THE CTIY OF SAN JUAN CAPISTRANO, COUN1Y OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 309, PAGES 33 AND 34 OF PARCEL MAPS, IN THE OFFICE OF THE COUN1Y RECORDER OF SAID COUN1Y.

PARCEL B:

THAT PORTION OF THE SOUTH HALF OF THE SECTION 36, TOWNSHIP 7 SOUTH, RANGE 8 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CTIY OF SAN JUAN CAPISTRANO, COUN1Y OF ORANGE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, FILED IN THE DISTRICT LAND OFFICE, MARCH 29, 1979 DESCRIBED AS FOLLOWS:

BEGINNING AT THE POINT OF INTERSECTION OF THE SOUTHERLY LINE OF THE LAND CONVEYED TO CARLE. BUCHHEIM AND WIFE, BY DEED RECORDED IN BOOK 1400, PAGE 315, OFFICIAL RECORDS, IN THE OFFICE OF THE COUN1Y RECORDER OF SAID COUN1Y, AND THE EASTERLY LINE OF CALIFORNIA STATE HIGHWAY, DISTANT 30.99 FEET EASTERLY AND PERPENDICULAR FROM THE CENTERLINE OF SAID HIGHWAY, AS DESCRIBED IN BOOK 281, PAGE 245 OF DEEDS, IN SAID OFFICE, THENCE ALONG SAID EASTERLY LINE OF HIGHWAY NORTH 25° 38' 25" EAST 144.02 FEET TO A TANGENT CURVE THEREIN CONCAVE WESTERLY HAVING A RADIUS OF 1030.00 FEET; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6° 07' 00" AN ARC DISTANCE OF 109.96 FEET TO A POINT IN THE SOUTHERLY LINE OF PARCEL 2 AS DESCRIBED IN DEED RECORDED OCTOBER 31, 1958 IN BOOK 4466, PAGE 397 OF OFFICIAL RECORDS, OF SAID COUN1Y, THENCE ALONG SAID SOUTHERLY LINE SOUTH 89° 18' 08" EAST 370.75 FEET TO A TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 1040.00 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 17° 04' 24" AN ARC DISTANT OF 309.90 FEET TO A POINT AT WHICH A RADIAL BEARS SOUTH 16° 22' 32" EAST; THENCE SOUTH 18° 35' 13" EAST 153.00 FEET; THENCE NORTH 71° 06' 47" EAST 246.97 FEET TO A POINT THAT CERTAIN COURSE DESCRIBED AS NORTH 32° 33' 49" WEST 403.38 FEET IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 25, 1967 IN BOOK 8382, PAGE 849, OFFICIAL RECORDS OF SAID COUN1Y; THENCE SOUTH 32° 33' 49" EAST ALONG SAID COURSE, 266. 94 FEET TO THE INTERSECTION WITH SAID SOUTHERLY LINE OF THE LAND CONVEYED TO CARLE. BUCHHEIM AND WIFE; THENCE WESTERLY ALONG SAID LAST MENTIONED SOUTHERLY LINE TO THE POINT OF BEGINNING.

EXCEPT THEREFROM THAT PORTION CONVEYED TO THE CTIY OF SAN JUAN CAPISTRANO, BY DEED RECORDED APRIL 17, 1969 IN BOOK 8931, PAGE 47 AND FOLLOWING OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUN1Y RECORDER OF SAID COUN1Y.

EXCEPT THEREFROM ALL OIL, GAS, MINERALS AND HYDROCARBONS, BELOW A DEPTH OF 500 FEET, WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED IN INSTRUMENTS OF RECORD.

PARCEL C:

THAT PORTION OF THE SOUTH HALF OF SECTION 36, TOWNSHIP 7 SOUTH, RANGE 8 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CTIY OF SAN JUAN CAPISTRANO, COUN1Y OF ORANGE,

4829-1392-4973.6

STATE OF CALIFORNIA, BEING ALSO A PORTION OF PARCEL "T" AS SHOWN ON A MAP RECORDED IN BOOK 2, PAGE 31 OF RECORD OF SURVEYS IN SAID ORANGE COUN1Y, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEASTERLY CORNER OF PARCEL "Q" AS SHOWN ON SAID RECORD OF SURVEY BEING ALSO A POINT ON THE WESTERLY LINE OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY'S RIGHT OF WAY, 60.00 FEET IN WIDTH; THENCE NORTH 70° OS' 00" EAST ALONG THE EASTERLY PROLONGATION OF THE NORTHERLY LINE OF PARCEL "Q" A DISTANCE OF 120.00 FEET TO A POINT ON THE EASTERLY LINE OF CALIFORNIA STATE HIGHWAY, NOW CALLED CAMINO CAPISTRANO, AS DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED FEBRUARY 28, 1925 IN BOOK 565, PAGE 189 OF DEEDS; BEING ALSO THE TRUE POINT OF BEGINNING; THENCE ALONG SAID EASTERLY LINE SOUTH 19° 26' 00" EAST, 322.65 FEET TO A POINT ON THE BOUNDARY LINE OF TRACT NO. 5624, AS RECORDED IN MISCELLANEOUS MAPS, IN BOOK 205, PAGES 32 THROUGH 35 OF THE OFFICIAL RECORDS OF ORANGE COUN1Y; THENCE ALONG SAID LINE NORTH 70° 34' 00" EAST 500.00 FEET; THENCE CONTINUING ALONG THE BOUNDARY OF SAID TRACT 5624, NORTH 9° 38' 43" EAST, 211.71 FEET, TO A POINT ON THE BOUNDARY OF TRACT 5946, AS RECORDED IN MISCELLANEOUS MAPS, IN BOOK 218, PAGES 47 THROUGH 50 OF THE OFFICIAL RECORDS OF ORANGE COUN1Y; THENCE ALONG THE BOUNDARY OF SAID TRACT NORTH 9° 38' 43" EAST 739.37 FEET; THENCE CONTINUING ALONG THE BOUNDARY OF SAID TRACT 5946 NORTH 69° 21' 41" EAST, 400.00 FEET TO POINT ON THE WESTERLY LINE OF SAN DIEGO FREEWAY; SAID LINE BEING DESCRIBED IN A DEED TO THE STATE OF CALIFORNIA, RECORDED APRIL 15, 1958 IN BOOK 4255, PAGE 564 OFFICIAL RECORDS; THENCE ALONG SAID WESTERLY LINE NORTH 20° 38' 19" WEST 90.00 FEET TO THE INTERSECTION OF SAID WESTERLY LINE WITH THE SOUTHERLY LINE OF THE LAND DESCRIBED IN A DEED TO CARLE. BUCHHEIM, RECORDED MARCH 29, 1946 IN BOOK 1400, PAGE 315, OFFICIAL RECORDS; THENCE ALONG SAID SOUTHERLY LINE NORTH 89° 48' 00" WEST, 1,239.28 FEET TO THE INTERSECTION OF SAID SOUTHERLY LINE WITH THE EASTERLY LINE OF CALIFORNIA STATE HIGHWAY NOW CALLED CAMINO CAPISTRANO, THENCE ALONG SAID EASTERLY LINE SOUTH 24° 03' 20" WEST, 3.37 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 670.00 FEET; THENCE CONTINUING ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 44° 19' 20" AND AN ARC LENGTH OF 518.29 FEET; THENCE CONTINUING ALONG THE EASTERLY LINE OF CAMINO CAPISTRANO SOUTH 19° 26' 00" EAST 552.80 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPT THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA DEED RECORDED SEPTEMBER 26, 1967 IN BOOK 8384, PAGE 194, AND FOLLOWING OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUN1Y RECORDER OF SAID COUN1Y.


APN: 649-361-08 (Affects: Parcel 1 of Parcel A) (Fee interest) 649-361-09 (Affects: Parcel 2 of Parcel A), (Fee interest) 649-361-10 (Affects: Parcel 3 of Parcel A), (Fee interest) 649-011-30 (Affects: Parcel B) (Leasehold interest) and 649-011-25 (Affects: Parcel C) (Leasehold interest)

B-2 4829-1392-4973.6

EXHIBIT B

FORM OF LENDER LETTER OF REPRESENTATIONS

California Infrastructure and Economic Developnent Bank Sacramento, California

Kutalk Rock LLP Los Angeles, California

RE: LOAN AGREEMENT, DATED AS OF SEPTEMBER 1, 2018, BY AND AMONG FARMERS AND MERCHANTS BANK OF LONG BEACH, CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK AND PUEBLO SERRA WORSHIP HOLDINGS

Ladies and Gentlemen:

The undersigned, Farmers and Merchants Bank of Long Beach, a California state-chartered banking corporation (the "Lender"), is entering into that certain Loan Agreement, dated as of September 1, 2018 (the "Loan Agreement"), with the California Infrastructure and Economic Development Bank (the "Issuer") and Pueblo Serra Worship Hddings, a California nonprofit religious corporation (the "Borrower"), pursuant to which the Lender will make a loan to the Issuer in the aggregate principal amount of $49, 990,000 (the "Issuer Loan Obligation") and the Issuer will in turn rnalke a loan to the BorrOvVer in the aggregate principal amount of $49,990,000 (the "Borrower Loan" and, together with the Issuer Loan Obligation, the "Loans"). Capitalized terms not defined herein shal I have the rneani ngs set forth in the Loan Agreement.

The undersigned hereby represents and warrants to you that:

1. The Lender has authority to rnalke the Issuer Loan Obligation pursuant to the Loan Agreement and to execute this letter and any cther instruments and documents required to be executed by the Lender in connection with the I ssuer Loan Obi i gati on.

2. The Lender is a "Qualified Institutional Buyer" and a California state-chartered banking corporation, regulated and exarni ned by the State of California and a M ernber of the FDIC. The Lender and has sufficient knOvVI edge and experience in financial and business matters, including rnalki ng, ori gi nati ng and funding of I oans to rnuni ci pal entities and is capable of evaluating the merits and risks represented by the Loans and the Loan Agreement. The Lender is able to bear the econonic risk of, and entire loss of, its funding of the Loans.

3. The Issuer Loan Obligation are being given and funded by the Lender for its OvVn commercial loan accounts and not with a view to, or for resale in connection with, any distribution of the Issuer Loan Obligation, and the Lender intends to hold the Issuer Loan Obi igation for its cwn account and for an indefinite period of ti me, and does nct intend at this ti me to dispose of al I or any part of the I ssuer Loan Obi i gati on. The Lender understands that it rnay need to bear the risks of the Loans for an indefinite time, since any transfer priorto maturity rnay nct be possible.

4829-1392-4973.6

4. The Lender understands that the Loan Agreement and related Loan Documents are intended by the parties to evidence an arm's-length commercial loan transaction, and are not intended to constitute a "security" within the meaning of Section 3(a)(l0) of the Securities Exchange Act of 1934. The Lender further understands that the Loan Agreement is not registered under the Securities Act of 1933, as amended; and further understands that the Loans (a) are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (b) will nct be Ii sted in any stock or other securities exchange, (c) wil I nct carry a rating from any rating service, and (cl) will be delivered in a form which may not be readily marketable. The Lender agrees that it will comply with any appicalle state and federal laws then in effect with respect to any disposition of the Loans by it and with the Issuer's sale and disposition limitations as set forth i n the Loan Agreement.

5. The undersigned is a duly appointed, qualified and acting officer of the Lender and is authorized to cause the Lender to make the certificates, representations and warranties contained herein O\f execution of this I etter on behalf of the Lender.

6. The Lender ackncwledgesthat it has either been supplied with or been given access to information, including financial statements and cther financial information, to which a reasonable I ender would attach significance in making I ending decisions, and the Lender has had the opportunity to ask questions and receive answers from kncwl edgeabl e individuals concerning the Borrcwer, the Project, the Property and the Loans and the security therefor so that, as a reasonable investor, the Lender has been able to make a decision to grant the Loans. The Lender ackncwledges that it has nct relied upon the Issuer for any information in connection with the Lender's grant of the Issuer Loan Obligation, the Loan Documents, the validity or enforceability of the Loans or the exclusion of interest on the I ssuer Loan Obi i gati on from gross income of the Lender for purposes of federal income tax under the Code.

7. The Lender ackncwl edges that the obi i gati ons of the I ssuer to make I oan payments with respect to the Issuer Loan Obligation is a special, limited obligation payable solely from the Payments and any other amounts paid to the I ssuer from the B orrcwer pursuant to the terms of the Loan Agreement (excludi ngAdditional Payments) and the Issuer shall nct be directly or indirectly or contingently or morally obi i gated to use any other moneys or assets of the Issuer for al I or any portion of such I oan payments.

8. The Lender has made its cwn inquiry and analysis with respect to the Loans and the security therefor, and cther material factors affecting the security and payment of the Loans. The Lender is aware that the business and nonprofit activities of the Borrcwer involve certain economic variables and risks that could adversely affect the security for the Loans.

9. The Lender ackncwledges that its right to sell and transfer the Loans is subject to compliance with the transfer restrictions set forth in the Loan Agreement, including the requirement of the delivery to the Issuer and the Borrower of a purchaser's letter from the transferee to substantially the same effect as this letter, with no revisions except as may be apprcwed in writing O\f the Issuer. Failure to deliver such letter to the Issuer and the Borrcwer shal I cause the purported transfer to be nul I and void. The Lender agrees to indemnify and hold harmless the I ssuerwith respect to any claim asserted against the I ssuerthat is based upon the sale, transfer or cther disposition of the Loans in violation of the pravi sions hereof.

B-2 4829-1392-4973.6

10. Nme of Kutak Rock LLP ("Special Counsel"), the Issuer, their members, governing body, or any of their employees, counsel or agents will have any responsibility to the Lender for the accuracy or cornp eteness of i nforrnati m obtained by the Lender frorn any source regarding the BorrOvVer or its financial cmdition, or regarding the ability of the BorrOvVerto pay the Borrcwer Loan, orthe sufficiency of any security therefore. No written i nforrnation has been pravi ded by the I ssuer to the Lender with respect to the Loans. The Lender acknOvVI edges that, as between the Lender and all of such parties, the Lender has assumed responsibility for obtaining such i nforrnati m and rnaki ng such review as the Lender deemed necessary or desirable in connection with its decision to grant the Loans.

[Paragraphs 11-14 mly apply to the initial Lender.]

11. The Loans are being granted in a direct, private cornmerci al I oan transaction and the terrns of the Loans have been established through negotiations between the Lender, the Borrower and the Issuer in an arm's-length transactim.

12. The aggregate annount to be funded by the Lender for the I ssuer Loan Obi i gati m, pursuant to the terrns of this letter and the Loan Agreement, is an annount equal to $49,99J,OOO (100.00'/o of the aggregate principal amount of the Issuer Loan Obligation).

13. As of the date hereof, the price at which the Lender agreed to grant the Issuer Loan Olligatim was, to the best knOvVledge and judgment of the Lender, the fair market value of the Issuer Loan Obligation. The Lender acknowledges that such price will be relied on by Lender's Counsel as the "issue price" for establishing the yield on the Issuer Loan Obligation, for issuance cost Ii rri tati ons and other federal tax requirements based upon the issue price of the Issuer Loan Olligatim.

14. If the Lender transfers, sel Is or disposes of the I ssuer Loan Obi i gati on, or any interest in the Issuer Loan Olligatim, either (a) such transfer of any interest in the Issuer Loan Olligatim will not occur within 60 days of the date hereof, during which time the Issuer Loan Oll igati m wi 11 be held exclusively for our OvVn account and not subject to contractual arrangement for such transfer; or (b) such transfer of the Issuer Loan Obligation, or interest therein, wi II be at a price or prices that, in the aggregate (and taking into account any interest in the Issuer Loan Obligation not transferred), is not in excess of par, unless Lender's Counsel provides a written opinion that the fai I ure to satisfy this paragraph wi 11 not adversely affect the excl usi m frorn gross income of interest on the I ssuer Loan Olli gati on.

We understand that the foregdng inforrnatim will be relied upm by the Issuer and the BorrOvVerwith respect to certain representations in the Tax Regulatory Agreement dated as of the date hereof or the Exhibits thereto and by Lender's Counsel in connection with its opinion as to the exclusion of the interest m the I ssuer Loan Obi i gati on frorn gross income for Federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as annended.

Very truly yours,

B-3 4829-1392-4973.6

EXHIBITC

MATTERS TO BE ADDRESSED IN OPINION OF COUNSEL OF THE BORROWER AND THE GUARANTOR

1. Each of the BorrOvVer and the Guarantor is duly organized, validly existing and in good standing as a nonp-ofit religious corporation under the laws of the State of California

2. The execution, delivery, and performance of the Loan Documents by the BorrOvVer have been duly authorized by all requisite corporate actions by the BorrOvVer. The execution, delivery, and performance of the Guarantor Documents by the Guarantor have been duly authorized by al I requisite corporate actions by the BorrOvVer.

3. The B orrOvVer has the corporate pcwer and authority to execute and deliver, and to perform, each of its obligations under the Loan Documents. The Guarantor has the corporate pcwer and authority to execute and deliver, and to perform, each of its obligations under the Guarantor Documents.

4. The Loan Documents have been duly executed and delivered by the B orrOvVer. The Loan Documents constitute the valid and legally binding obligations of the BorrOvVer enforceable against the B orrOvVer in accordance with their respective terms. The Guarantor Documents have been duly executed and delivered by the Guarantor. The Guarantor Documents constitute the valid and legally binding obligations of the Guarantor enforceable against the Guarantor in accordance with their respective terms.

5. The execution and delivery by the BorrOvVer of the Loan Documents and the performance by the BorrOvVer of its obligations thereunder do not (a) vi date any order, decree or judgment ( except for any order, regulation or demand of any federal, state, municipal or cther gavernmental authority relating to zoning, land use or environmental matters, as to which we express no opinion), or any p-cwi si on of any statute, rule or regulation app i cable to or binding on the BorrOvVer (except for state or federal blue sky or securities lctNs, zoning laws, land use laws or environmental laws, as to which we express no opinion); (b) vi date or constitute a default under the Borrower's Articles of Incorporation or Bylaws; (c) result in the breach of, or constitute a default under, any indenture or I oan agreement or any other material agreement, I ease or instrument to which the BorrOvVer is a party and of which we are aware after reasonable inquiry; or (cl) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties pursuant to any agreement to which the BorrOvVer is a party and of which we are aware, cther than the liens created by the Loan Documents. The execution and delivery by the Guarantor of the Guarantor Documents and the performance by the B orrcwer of its obligations thereunder do nct (a) vi date any order, decree or judgment (except for any order, regulation or demand of any federal, state, municipal or other gavernmental authority relating to zoning, I and use or environmental matters, as to which we exp-ess no opinion), or any pravi si on of any statute, rule or regulation applicable to or binding on the Guarantor ( except for state or federal blue sky or securities laws, zoning lctNs, land use laws or environmental laws, as to which we express no opinion); (b) violate or constitute a default under the Guarantor's Articles of Incorporation or BylctNs; (c) result in the breach of, or constitute a default under, any indenture or I oan agreement or any other material agreement, I ease or instrument to which the Guarantor is a

4829-1392-4973.6

party and of which we are aware after reasmable inquiry; or (cl) result in or require the creation of any lien, security interest or other charge or encumtrance upon or with respect to any of its p-operti es pursuant to any agreement to which the Guarantor is a party and of which we are aware, cther than the liens created by the Guarantor Documents. For purposes of clause (a) the phrase "statute, rule or regulation" refers only to the internal laws of the State of California and those federal I aws that a I ctNYer practicing in the State of California exercising customary p-ofessi anal diligence would reasonably recognize to be applicable to the BorrOvVer or the Guarantor or the transactions contemplated by the Loan Documents or the Guarantor Documents.

6. To our knOvVledge after reasonable inquiry, no consent or app-aval of any trustee or hd der of any i ndelXedness of the B orrcwer, and no consent, permission, authorization, order or license of or filing or registration with, any gavernmental authority, is necessary in connection with the execution and delivery of the Loan Documents, or the consummation of any transaction therein contemplated exce[X as have been obtained or made and as are in ful I force and effect. To our kncwledge after reasonable inquiry, no consent or appraval of any trustee or holder of any indebtedness of the Guarantor, and no consent, permission, authorization, order or Ii cense of or filing or registration with, any gcwernmental authority, is necessary in connection with the execution and delivery of the Guarantor Documents, or the consummation of any transaction therein contemp ated except as have been obtained or made and as are in ful I force and effect. We express no op ni on as to any app-aval s or consents that may be required under any state or federal blue sky or securities laws, zoning laws, land use laws, or environmental laws.

7. To our knOvVledge after reasmabl e inquiry, there is no action, suit or proceeding at law or in equity before or by any judicial or administrative court or agency pending orthreatened against the BorrOvVer, the Guarantor or their respective p-operties which would, if adversely determined, materially and adversely affect the validity, binding nature or enforceability of the Loan Documents, the Guarantor Documents or the ability of the BorrOvVer and the Guarantor to perform their respective obi i gati ons thereunder.

8. Each of the B orrOvVer and the Guarantor is an organization described in Section 50l(c)(3) of the United States Internal Revenue Code of 1986, as amended (the "Code"), and the BorrOvVer is exempt from federal inconne taxes under Section SOl(a) of the Code, exce[X for unrelated business income subject to taxation under Section 511 of the Code. We have no current actual knOvVI edge of any pending proceedings or threatened proceedings before the I nternal Revenue Service (the "IRS") to change such status. As used in this Paragraph, the term "pending proceeding" means a proceeding pending before the I RS that is, to our current actual knOvVledge, specifically appicable to BorrOvVer as a named party. As used in this Paragraph, the term "threatened proceeding "means a written communication actually delivered to Borrower that cwertly threatens the BorrOvVerwith commencement by the sender of a proceeding before the I RS. F urthernnore, we have no current actual knOvVI edge of any information which would indicate that (a) the BorrOvVer orthe Guarantor is no longer an organization described in Section 501(c)(3) of the Code, or (b) the BorrOvVer or the Guarantor is in violation of the terms, conditions and limitations set forth in the I RS determination letter.

9. Assuming the proceeds of the B orrOvVer Loan wi 11 be al I ocated and used as described in the Tax Regulatory Agreement, the proceeds of the B orrOvVer Loan wi 11 not be used by the B orrOvVer or the Guarantor in or for any trade or business the conduct of which is not

C-2 4829-1392-4973.6

substantially related to the exercise or performance of the purposes or functions constituting the basis for the Borrower's and the Guarantor's exemption under Section 501(c)(3) of the Code as determi ned O\f app yi ng S ecti on 51 3( a) of the Code and, therefore, wi 11 nct be used O\f the B orrOvVer or the Guarantor in any "unrelated trade or business" within the meaning of Section 5 13(a).

10. The BorrOvVer has created underthe Security Agreement valid security interests in favor of the Lender in that portion of the collateral described in the Security Agreement in which the Borrcwer has rights, to the extent a valid security interest can be created in such cdlateral under Division 9 of the California Commercial Code. The Guarantor has created under the Guarantor Security Agreement valid security interests in favor of the Lender in that portion of the collateral described in the Guarantor Security Agreement in which the Guarantor has rights, to the extent a val id security interest can be created in such collateral under Division 9 of the California Commercial Code.

11. The Deed of Trust is in a form sufficient to create a I egal, valid, and perfected Ii en on the fee estate of the real property described therein (the "Property") to the extent OvVned or I eased O\f the B orrOvVer and the rents thereof in favor of the trustee under the Deed of Trust for the benefit of the beneficiary identified in the Deed of Trust. In orderto pravide constructive notice of any lien created O\f the Deed of Trust, it is necessary to record the Deed of Trust in the Official Records of Orange County, California in accordance with the recording system established pursuantto appicable law. In rendering the opnion in this Paragraph, we have assumed thatthe description of the fee estate of the Property is legally sufficient to enable a subsequent purchaser, beneficiary under a mortgage, or mortgagee to identify such fee estate. It is not necessary to rerecord, re-register, or re-file the Deed of Trust orto record, register, or file any other or additional documents, instruments, or statements in order to maintain the priority of any liens or security interests to be created in the Property O\f the Deed of Trust.

12. BorrOvVer has created under the Deed of Trust aval id security interest in that portion of the mortgaged property consisting of personal property and fixtures described in the Deed of Trust in which Borrcwer has rights to the extent a valid security interest can be created under Division 9 of the California UCC in the same ( collectively, the "Personal Property"). Insofar as perfection can be accompished O\f recording a fixture filing in the Official Records of Orange County, California or O\f filing a financing statement with the California Secretary of State pursuant to the California UCC, recording the Deed of Trust in Orange County and filing the California Financing Statements with the California Financing Office constitutes all action is as necessary to perfect the security interest in the Personal Property granted pursuant to the Deed of Trust. No cther fi Ii ng or recording is necessary or advisable to continue the perfection of such security interests. Article 9 of the California UCC requires the filing of continuation statements within the period of six months prior to the expiration of five years from the date of the original fi Ii ngs to maintain the effectiveness of the fi Ii ngs referred to in this paragraph.

13. The California BorrOvVer Financing Statement is in appropriate form to perfect the security interest in favor of the Lender in the right, title and interest of the BorrOvVer in and to the personal property col I ateral described in the California B orrOvVer Financing Statement to the extent that perfection under Division 9 of the California Commercial Code for such collateral may be effected O\f the filing of a UCC-1 financing statement with the Office of the Secretary of State of the State of California The California Guarantor Financing Statement is in appropriate form to

C-3 4829-1392-4973.6

perfect the security interest in favor of the Lender in the right, ti tie and interest of the Guarantor in and to the persmal property col I ateral descri ~d i n the Cal i forni a G uarantor Fi nanci ng Statement to the extent that perfection under Division 9 of the California Cornmerci al Code for such col I ateral rnay ~ effected O\f the filing of a UCC-1 financing statement with the Office of the Secretary of State of the State of California Article 9 of the California UCC requires the filing of continuation statements within the period of six months priorto the expiration of five years frorn the date of the original fi Ii ngs to rnai ntai n the effectiveness of the fi Ii ngs referred to in this paragraph.

14. To our kncwledge, there is no I itigation or cther clairn pending ~fore any court or adrni ni strative or other gavernmental body against the B orrcwer, the Guarantor or their respective real and personal property which directly or indirectly challenges the consurnrnation of the transactions conternp ated O\f orthe validity of the Loan Documents orthe Guarantor Documents, of which if adversely determined would have a material adverse effect upon the Borrcwer or the Guarantor or such consurnrnation of validity of the Loan Document orthe Guarantor Documents, and neitherthe Borrcwer northe Guarantor is in vidation of any applicable law or administrative rule or regulation or court judgment, decree or order of any gavernmental body or any pravi si ons of any agreement to which the B orrcwer or the Guarantor is suqj ect or O\f which the B orrcwer or the Guarantor or their respective properties or assets are bound.

C-4 4829-1392-4973.6

EXHIBIT D-1

SCHEDULE OF PAYMENTS ON THE SERIES A LOAN

Original Balance $47,736,572.01

Disbursement Date 09-04-2018 Repayment Schedule: Irregular

Interest Rate 4.'.XJ,?6 Calculation MethOO 365;360 U.S. Rule

Payment Payment Payment Interest Principal Remaining

Number Date Amount Paid Paid Balance

10-01-2018 267,005.65 161,110.93 105,894.72 47,630,677.29

2 11-01-2018 267,005.65 184,568.87 82,436.78 47,548,240.51

3 12-01-2018 267,005.65 178,305.90 88,699.75 47,459,540.76

2018TOTALS 801,016.95 523,985.70 277,031.25

4 01-01-2019 267,005.65 183,905.72 83,099.93 47,376,440.83

5 02-01-2019 267,005.65 183,583.71 83,421.94 47,293,018.89

6 03-01-2019 267,005.65 165,525.57 101,480.08 47, 191,538.81

7 04-01-2019 267,005.65 182,867.21 84,138.44 47, 107,400.37

8 05-01-2019 267,005.65 176,652.75 90,352.90 47,017,047.47

9 06-01-2019 267,005.65 182,191.06 84,814.59 46,932,232.88

10 07-01-2019 267,005.65 175,995.87 91,009.78 46,841,223.10

11 08-01-2019 267,005.65 181,509.74 85,495.91 46,755,727.19

12 09-01-2019 267,005.65 181,178.44 85,827.21 46,669,899.98

13 10-01-2019 267,005.65 175,012.12 91,993.53 46, 577,906.4 5

14 11-01-2019 267,005.65 180,489.39 86,516.26 46,491,390.19

15 12-01-2019 267,005.65 174,342.71 92,662.94 46,398,727.25

2019TOTALS 3,204,067.80 2,143,254.29 1,060,813.51

16 01-01-2020 267,005.65 179,795.07 87,210.58 46,311,516.67

17 02-01-2020 267,005.65 179,457.13 87,548.52 46,223,968.15

18 03-01-2020 267,005.65 167,561.88 99,443.77 46, 124,524.38

19 04-01-2020 267,005.65 178,732.53 88,273.12 46,036,251.26

20 05-01-2020 267,005.65 172,635.94 94,369.71 45,941,881.55

21 06-01-2020 267,005.65 178,024.79 88,980.86 45,852,900.69

22 07-01-2020 267,005.65 171,948.38 95,057.27 45,757,843.42

23 08-01-2020 267,005.65 177,311.64 89,694.01 4 5,668, 149.41

24 09-01-2020 267,005.65 176,964.08 90,041.57 4 5, 578, 107.84

25 10-01-2020 267,005.65 170,917.90 96,087.75 45,482,020.09

26 11-01-2020 267,005.65 176,242.83 90,762.82 45,391,257.27

27 12-01-2020 267,005.65 170,217.21 96,788.44 45,294,468.83

2020TOTALS 3,204,067.80 2,099,809.38 l, l 04,258.42

28 01-01-2021 267,005.65 175,516.07 91,489.58 45,202,979.25

4829-1392-4973.6

ZJ 02-01-2021 267,005.65 175,161.54 91,844.ll 45,lll,135.14

30 03-01-2021 267,005.65 157,&!!3.97 109,116.68 45,002,018.46

31 04-01-2021 267,005.65 174,382.82 92,622.83 44,909,395.63

32 05-01-2021 267,005.65 168,410.23 98,595.42 44,810,800.21

33 06-01-2021 267,005.65 173,641.85 93,363.80 44,717,436.41

34 07-01-2021 267,005.65 167,690.39 99,315.26 44,618,121.15

35 08-01-2021 267,005.65 172,895.22 94,110.43 44, 524,010.72

36 09-01-2021 267,005.65 172,530.54 94,475.ll 44,4ZJ,535.61

37 10-01-2021 267,005.65 166,610.76 100,394.89 44,3ZJ, 140.72

38 11-01-2021 267,005.65 171,775.42 95,230.23 44,233,910.49

39 12-01-2021 267,005.65 165,877.16 101,128.49 44, 132,782.00

2021 TOTALS 3,204,067.80 2,042,380.97 l, 161,686.83

40 01-01-2022 267,005.65 171,014.53 95,991.12 44,036,790.88

41 02-01-2022 267,005.65 170,642.56 96,363.09 43,940,427.79

42 03-01-2022 267,005.65 153,791.50 113,214.15 43,827,213.64

43 04-01-2022 267,005.65 169,830.45 97,175.20 43,730,038.44

44 05-01-2022 267,005.65 163,987.64 103,018.01 43,627,020.43

45 06-01-2022 267,005.65 169,054.70 97,950.95 43,5ZJ,069.48

46 07-01-2022 267,005.65 163,234.01 103,771.64 43,425,297.84

47 08-01-2022 267,005.65 168,273.03 98,732.62 43,326,565.22

48 09-01-2022 267,005.65 167,890.44 99,115.21 43,227,450.01

49 10-01-2022 267,005.65 162,102.94 104,902.71 43, 122,547.30

50 11-01-2022 267,005.65 167,099.87 99,905.78 43,022,641.52

51 12-01-2022 267,005.65 161,334.91 105,670.74 42,916,970.78

2022TOTALS 3,204,067.80 1,988,256. 58 1,215,811.22

52 01-01-2023 267,005.65 166,303.26 100,702.39 42,816,268.39

53 02-01-2023 267,005.65 165,913.04 101,092.61 42,715,175.78

54 03-01-2023 267,005.65 149,503.12 117,502.53 42,597,673.25

55 04-01-2023 267,005.65 165,065.98 101,939.67 42,495,733.58

56 05-01-2023 267,005.65 159,359.00 107,646.65 42,388,086.93

57 06-01-2023 267,005.65 164,253.84 102,751.81 42,285,335.12

58 07-01-2023 267,005.65 158,570.01 108,435.64 42, 176,899.48

59 08-01-2023 267,005.65 163,435.49 103,570.16 42,073,3ZJ.32

60 09-01-2023 267,005.65 163,034.15 103,971.50 41,969,357.82

61 10-01-2023 267,005.65 157,385.09 109,620.56 41,859,737.26

62 11-01-2023 267,005.65 162,206.48 104,799.17 41, 754,938.09

63 12-01-2023 267,005.65 156,581.02 110,424.63 41,644,513.46

2023 TOTALS 3,204,067.80 1,931,610.48 1,272,457.32

64 01-01-2024 267,005.65 161,372.49 105,633.16 41, 538,880.30

65 02-01-2024 267,005.65 160,963.16 106,042.49 41,432,837.81

66 03-01-2024 267,005.65 150,194.04 116,811.61 41,316,026.20

67 04-01-2024 267,005.65 160,099.60 106,906.05 41,209,120.15

68 05-01-2024 267,005.65 154,534.20 112,471.45 41,096,648.70

E-2 48ZJ-l 392-4973.6

69 06-01-2024 267,005.65 159,249.51 107,756.14 40,988,892.56

70 07-01-2024 267,005.65 153,708.35 113,297.30 40,875,595.26

71 08-01-2024 267,005.65 158,392.93 108,612.72 40,766,982.54

72 09-01-2024 267,005.65 157,972.06 109,033.59 40,657,948.95

73 10-01-2024 267,005.65 152,467.31 114,538.34 40,543,410.61

74 11-01-2024 267,005.65 157,105.72 109,899.93 40,433,510.68

75 12-01-2024 267,005.65 151,625.67 115,379.98 40,318,130.70

2024 TOTALS 3,204,067.80 1,877,685.04 1,326,382.76

76 01-01-2025 267,005.65 156,232.76 110,772.89 40,207,357.81

77 02-01-2025 267,005.65 155,803.51 lll,202.14 40,096, l 55.67

78 03-01-2025 267,005.65 140,336.54 126,669.ll 39,969,486.56

79 04-01-2025 267,005.65 154,881.76 112,123.89 39,857,362.67

80 05-01-2025 267,005.65 149,465. ll 117,540.54 39, 739,822.13

81 06-01-2025 267,005.65 153,991.81 113,013.84 39,626,808.29

82 07-01-2025 267,005.65 148,600.53 118,405.12 39,508,403.17

83 08-01-2025 267,005.65 153,095.06 113,910.59 39,394,492.58

84 09-01-2025 267,005.65 152,653.66 114,351.99 39,280, 140.59

85 10-01-2025 267,005.65 147,300.53 119,705.12 39, 160,435.47

86 11-01-2025 267,005.65 151,746.69 115,258.96 39,04 5, 176.51

87 12-01-2025 267,005.65 146,419.41 120,586.24 38,924,590.27

2025TOTALS 3,204,067.80 1,810,527.37 1,393,540.43

88 01-01-2026 267,005.65 150,832.79 116,172.86 38,808,417.41

89 02-01-2026 267,005.65 150,382.62 116,623.03 38,691,794.38

90 03-01-2026 267,005.65 135,421.28 131,584.37 38,560,210.01

91 04-01-2026 267,005.65 149,420.81 117,584.84 38,442,625.17

92 05-01-2026 267,005.65 144,159.84 122,845.81 38,319,779.36

93 06-01-2026 267,005.65 148,489.15 118,516.50 38,201,262.86

94 07-01-2026 267,005.65 143,254.74 123,750.91 38,077,511.95

95 08-01-2026 267,005.65 147,550.36 119,455.29 37,958,056.66

96 09-01-2026 267,005.65 147,087.47 119,918.18 37,838, 138.48

97 10-01-2026 267,005.65 141,893.02 125,112.63 37,713,025.85

98 11-01-2026 267,005.65 146,137.98 120,867.67 37,592,158.18

99 12-01-2026 267,005.65 140,970.59 126,035.06 37,466, 123.12

2026TOTALS 3,204,067.80 1,745,600.65 1,458,467.15

100 01-01-2027 267,005.65 145,181.23 121,824.42 37,344,298.70

101 02-01-2027 267,005.65 144,709.16 122,296.49 37,222,002.21

102 03-01-2027 267,005.65 130,277.01 136,728.64 37,085,273.57

103 04-01-2027 267,005.65 143,705.44 123,300.21 36,961,973.36

104 05-01-2027 267,005.65 138,607.40 128,398.25 36,833,575. ll

105 06-01-2027 267,005.65 142,730.10 124,275.55 36,709,299.56

106 07-01-2027 267,005.65 137,659.87 129,345.78 36,579,953.78

107 08-01-2027 267,005.65 141,747.32 125,258.33 36,4 54,695.4 5

108 09-01-2027 267,005.65 141,261.94 125,743.71 36,328,951.74

E-3 4829-1392-4973.6

109 10-01-2027 267,005.65 136,233.57 130,772.08 36, 198, 179.66

110 11-01-2027 267,005.65 140,267.95 126,737.70 36,071,441.96

lll 12-01-2027 267,005.65 135,267.91 131,737.74 35,939,704.22

2027TOTALS 3,204,067.80 1,677,648.90 1,526,418.90

112 01-01-2028 267,005.65 139,266.35 127,739.30 35,811,964.92

113 02-01-2028 267,005.65 138,771.36 128,234.29 35,683,730.63

114 03-01-2028 267,005.65 129,353.52 137,652.13 35,546,078.50

115 04-01-2028 267,005.65 137,741.05 129,264.60 35,416,813.90

116 05-01-2028 267,005.65 132,813.05 134,192.60 35,282,621.30

117 06-01-2028 267,005.65 136,720.16 130,285.49 35, 152,335.81

118 07-01-2028 267,005.65 131,821.26 135,184.39 35,017, 151.42

119 08-01-2028 267,005.65 135,691.46 131,314.19 34,885,837.23

120 09-01-2028 35,021,019.85 135,182.62 34,885,837.23 0.00

2028TOTALS 37,157,065.05 1,217,360.83 35,939,704.22

TOTALS 66,794,692.20 19,058, 120.19 47,736,572.01

NOTICE

This schedule is solely for purposes of calculating the weighted average maturity of the Loan for purposes of the Tax Regulatory Agreement.

E-4 4829-1392-4973.6

EXHIBIT D-2

SCHEDULE OF PAYMENTS ON THE SERIES B LOAN

[TO BE PROVIDED BY LENDER AT THE END OF THE DRAW PERIOD]

E-5 4829-1392-4973.6

EXHIBIT E

FORM OF REPORTING CERTIFICATE

TO: Farmers and Merchants Bank of Long Beach

RE: Loan Agreement, dated as of September 1, 2018, O\f and among Farmers and Merchants Bank of Long Beach, California Infrastructure and Economic Development Bank and Pueblo Serra Worship Holdings (the "Loan Agreement")

DATE: [Date]

The undersigned Authorized B orrOvVer Representative hereO)I certifies as of the date hereof that [he/she] is the [ ____________________ ] of the BorrOvVer, and that, as such, [he/she] is authorized to execute and deliver this Certificate to the Lender on the behalf of the Borrcwer, and that:

1. The Borrcwer has delivered the year-end audited financial statements required O\f Section 7.0S(a) of the Loan Agreement for the fiscal year ended as of the ai::x:Ne date.

2. A review of the activities of the Borrcwer during such fiscal year has been made under the supervision of the undersigned with a view to determining whether during such fiscal year the B orrOvVer performed and observed al I its obi i gati ons underthe Loan Agreement, and

[select one:]

[ to the best knOvVI edge of the undersigned, during such fi seal year the B orrcwer performed and observed each cavenant and condition of the Loan Agreement applicable to it, and no Default has occurred and is continuing.]

-or-

[to the best knOvVledge of the undersigned, the follOvVing ccwenants or conditions have not been performed or observed and the fd IOvVi ng is a Ii st of each such Default and its nature and status:]

3. The financial cavenant analyses and information set forth on Schedule A attached hereto are true and accurate on and as of the date of this Certificate.

4. To the best current knOvVledge of the undersigned, no Event of Taxability has occurred.

E--6 4829-1392-4973.6

Defined terms used in this Certificate shall have the meaning set forth in the Loan Agreement.

4829-1392-4973.6

PUEBLO SERRA WORSHIP HOLDINGS, a California nmprofi t religious corporation

By _____________ ~ Name Title --------------

E-7

Schedule A

Financial Statement Date: [ __________ , _____ ]("Statement Date")

I . Section 7.16- Debt Service Caver age Ratio.

A. Net cash from operating activities

B . + cash paid for i nterest

C. A +B

D. Current Portion of Long-Term Debt

E . + cash paid for i nterest

F. D +E

G. C /F

$ ____________ _

Minimum Debt Service CCNerage Ratio Required O\f Loan Agreement: 1.30:1.00

The Borrcwer is in compliance with Section 7.16?

Yes No

11. Section 8.17- Capital Expenditures.

A. $750,000

B. -tA mount rel eased from Capital Expenditure Reserve

C. -tAmount released from Project Fund Account

D. -tA -t-B -tC

E. Total Capital Expenditures

The Borrcwer is in compiancewith section 8.17?

I s D greater than or equal to E?

Yes No

E--8 4829-1392-4973.6

$750,000

EXHIBIT F

FORM OF DISBURSEMENT REQUEST

DI SB URSE ME NT RE QUE ST NO. [SE RI ES A-{ __ ]][SE RIES B-{ _ _] PURSUANT TO LOAN AGREEMENT

O\f andammg

FARMERS AND MERCHANTS BANK OF LONG BEACH, as Lender,

CALI FORNI A INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK, as Issuer

4829-1392-4973.6

and

PUEBLO SERRA WORSHIP HOLDINGS, as Brrrcwer


TH IS DI SB URSE ME NT REQUEST (this "Disbursement Request") is made pursuant to the Section 3.02 of the Loan Agreement identified above (the "Loan Agreement"). Defined terms used but nct otherwise defined herein shal I have the meaning set forth in the Loan Agreement.

Section 1. The Guarantor hereby requests a draw from the Prqject Fund in the annount of $ _________ ,all suqjecttothe prCNisionsofthe LoanAgreementforthe PrqjectCosts.

Section 2. The undersigned authorized representative, on behalf of Guarantor, hereby identifies the Project Costs, as set forth in Schedule I hereto, pertaining to this Disbursement Request. Attached hereto are invdce(s), contract(s) and, if appicalle, evidence of payment relating to such Project Costs.

Section 3. The Guarantor hereby certifies that obligations in announts stated in this Disbursement Request are a proper charge against the Prqject Fund.

Section 4. The Guarantor represents, cavenants and warrants that (a) there has not been any Material Adverse Change in its condition, business, operations, performance, properties or prospects since the date of the Loan Agreement; (b) all of its representations and warranties contai ned i n the Loan Agreement were true and accurate as of the date made, remai n true and accurate as of the date of this certificate and are hereby reaffirmed; and ( c) no event has occurred and is continuing or would result from the loan of Loan Proceeds pursuant to this Disbursement Request which constitutes a Default, an Event of Default or a Determination of Taxability, and no condition exists which, after nctice or lapse of time, or both, would constitute an Event of Default or an Event of Taxability.

Section 5. The Guarantor hereby certifies that the Loan Proceeds disbursed pursuant to each prior Disbursement Request were disbursed in accordance with the terms of each such prior Di sbursement Request.

Section 6. The Guarantor (to its best kncwl edge atthe ti me of this Disbursement Request) hereby certifies that:

(a) all work performed is in substantial accordance with the Plans and Specifications;

(b) all licenses and permits required by any "Governmental Authority" ( as herei nafter defi ned) for the I mpravements as then completed have been obtai ned and wi 11 be exhibited to Lender upon request. "Governmental Authority" shall mean (i) any gavernmental municipality or political subdivision thereof; (ii) any gavernmental or quasi-gavernmental agency, authority, board, bureau, commission, department instrumentality or public body; or (iii) any court, administrative tribunal or public utility;

( c) the I mpravements as then completed do not viol ate, and, if further competed in accordance with the Plans and Specifications, will not violate, any applicable law, ordinance, rule or regulation.

F-2 4829-1392-4973.6

Section 7. Attached are copies of fully executed appications fIT payments sul:mitted O\f the Contractor on AIA Document 702 and 703 or alternative payment requests accep:able to the Lender, with al I supporting documentations required thereO)I.

Section 8. Attached are unconditional waivers and releases of any mechanics' lien, stop notice clairn, equitable lien clairn IT cther I ien clairn rights frorn Persons that have actually supplied I abor, rnateri al s IT services in connection with the construction of the I rnpravements for the prior Disbursement Request. Attached are conditional waivers and releases of any mechanics' lien, stop notice clairn, equitable lien clairn IT cther I ien clairn rights frorn Persons that have actually supplied I abor, rnateri al s or services in connection with the construction of the I rnpravements forthe current Di sbursement Request.

Section 9. The Guarantor hereO)I certifies that no Event of Default exists, and, to the best of its kncwledge, no event has occurred and no condition exists that, after notice or lapse of time, IT both, would constitute an Event of Default.

Subrritted on __________ , 20 ___ O)I:

APPROVED:

ST.J UNI PERO SERRA CATHOLIC HIGH SCHOOL

By _____________ ~ Name Title --------------


By _____________ _ Name ____________ _ Title ------------~

On __________ , 20 __

F-3 4829-1392-4973.6

EXHIBITG

FORM OF CAPITAL EXPENDITURE DRAW REQUEST

CAPITAL EXPENDITURE DRAW REQUEST NO.[ __ ] PURSUANT TO LOAN AGREEMENT

O\f andammg



4829-1392-4973.6

and



THIS CAPITAL EXPENDITURE DRAW REQUEST (this "Draw Request") is made pursuant to the Section 4.03 of the Loan Agreement identified above (the "Loan Agreement"). Defined terms used but not otherwise defined herein shal I have the meaning set forth in the Loan Agreement.

Section 1. The Guarantor hereby requests a draw from the Captal Expenditure Reserve Account in the amount of$ _________ , all suqject to the prcwisions of the Loan Agreement for capital expenditures related to the Facilities (the "Capital Expenditures").

Section 2. The undersigned authorized representative, on behalf of Guarantor, hereby identifies the proposed Capital Expenditures, as set forth in Schedule I hereto, pertaining to this DrctvV Request. Attached hereto are invoice(s), contract(s) and, if applicable, evidence of payment relating to such Capital Expenditures.

Section 3. The Guarantor represents, cavenants and warrants that (a) there has not been any Material Adverse Change in its condition, business, operations, performance, properties or prospects since the date of the Loan Agreement; (b) all of its representations and warranties contained in the Loan Agreement were true and accurate as of the date made, remain true and accurate as of the date of this certificate and are hereby reaffirmed; and ( c) no event has occurred and is continuing or would result from the disbursement of funds pursuant to this Draw Request which constitutes a Default, an Event of Default or a Determination of T axabi I ity, and no condition exists which, after notice or lapse of time, or both, would constitute an Event of Default or an Event of Taxability.

Section 4. The Guarantor hereby certifies that the Loan Proceeds disbursed pursuant to each prior DrctvV Request were disbursed in accordance with the terms of each such prior DrctvV Request.

Section 5. The Guarantor (to its best knavvledge atthe time of this Draw Request) hereby certi fies that:

(a) all licenses and permits required by any "Governmental Authority" ( as herei nafter defi ned) for the Capital Expenditures as then completed have been obtai ned and will be exhibited to Lender upon request. "Governmental Authority" shall mean (i) any gavernmental municipality or political subdivision thereof; (ii) any gavernmental or quasi-gavernmental agency, authority, board, bureau, commission, department instrumentality or pull ic body; or (iii) any court, administrative tribunal or public utility;

(c) the Captal Expenditures do not violate and will not violate, any applicable law, ordinance, rule or regulation; and

(cl) the amounts remaining undisbursed in the Captal Expenditure Reserve Account, together with any funds otherwise available to the Borravver, are or will be sufficientto pay forthe completion of the Capital Expenditures.

Section 6. If app i cable to the Capital Expenditures, attached are copies of fully executed applications for payments submitted by the Contractor on AIA Document 702 and 703 or

G-2 4829-1392-4973.6

alternative payment requests accep:able to the Lender, with all supporting documentations required thereby.

Section 7. Attached are unconditional waivers and releases of any mechanics' lien, stop notice clairn, equitable lien clai rnorother lien clairn rights frorn Persons that have actually supplied I abor, rnateri al s or services in connection with the construction of the I rnpravements for the prior Draw Request. Attached are conditional waivers and releases of any mechanics' lien, stop notice clai rn, equitable lien clairn or other lien clairn rights frorn Persons that have actually supplied labor, materials or services in connection with the construction of the I rnprcwements forthe current DrctN Request.

Section 8. The Guarantor hereby certifies that no Event of Default exists, and, to the best of its kncwledge, no event has occurred and no condition exists that, after notice or lapse of time, or both, would constitute an Event of Default.

Subrritted on __________ , 20 ___ by:

APPROVED:



By~~~~~~~~~~~~~~ Name

~~~~~~~~~~~~~

Title ~~~~~~~~~~~~~

On __________ , 20 __

G-3 4829-1392-4973.6

EXHIBIT F

FORM OF SERIES B DRAW REQUEST

TH IS DRAW REQUEST (this "Draw Request") is made pursuant to the Section 4.15 of the Loan Agreement identified above (the "Loan Agreement"). Defined terms used but not ctherwi se defined herein shal I have the nneani ng set forth in the Loan A greennent.

Section 1. The Borrcwer hereby requests that the Series B Loan Proceeds in the amount of$[ ______ _] shall be disbursed by the Lender into the Prqject Fund.

Section 2. The undersigned authorized rep-esentative, on behalf of BorrOvVer, hereby identifies the I mpravennents, as set forth in Schedule I hereto, pertaining to this Draw Request, and has submitted to the Lender the Plans and Specifications related thereto, or other descriptive information, reasonably acceptable to the Lender, if no Plans and Specifications are app icable to such I rnprcwennents.

Section 3. The BorrOvVer represents, cavenants and warrants that (a) there has not been any Material Adverse Change in its condition, business, operations, performance, properties or p-ospects since the date of the Loan Agreement; (b) all of its rep-esentations and warranties contai ned i n the Loan A greennent were true and accurate as of the date made, remai n true and accurate as of the date of this certificate and are hereby reaffi rnned; and ( c) no event has occurred and is continuing or would result from the I oan of Loan Proceeds pursuant to this Di sbursennent Request which constitutes a Default, an Event of Default or a Determination of Taxability, and no condition exists which, after nctice or lapse of time, or both, would constitute an Event of Default or an Event of Taxability.

Section 4. The BorrOvVer hereby certifies that, together with the Series B Loan Proceeds requested hereby, the B orrOvVer has suffi ci ent funds to complete such I mpravennents i n accordance with the Plans and Specifications, or other descrip:ive information, reasonably acceptable to the Lender, if no Plans and Specifications are app icable to such I mprcwennents and the project budget p-avided herewith to Lender.

Section 10. The BorrOvVer hereby certifies that no Event of Default exists, and, to the best of its kncwledge, no event has occurred and is continuing and no condition exists that, after nctice or lapse of time, or both, would constitute an Event of Default.

Subrritted on __________ , 20 ___ by:

PUEBLO SERRA WORSHIP HOLDINGS

By _____________ ~ Name Title --------------

APPROVED:

G-4 4829-1392-4973.6


By~~~~~~~~~~~~-Name

~~~~~~~~~~~-

Tit I e ~~~~~~~~~~~~

On __________ , 20 __

G-5 4829-1392-4973.6

LOAN AGREEMENT

O\f andammg

FARMERS AND MERCHANTS BANK OF LONG BEACH, as the Lender,

CALI FORNI A INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK, as the I ssuer

4829-1392-4973.6

and

PUEBLO SERRA WORSHIP HOLDINGS, as the B orrOvVer


Table of Contents

Page

ARTICLE I

DEFINITIONS ............................................................................................................................... 2

ARTICLE II REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISSUER AND BORROWER


Section 3.01. Section 3.02. Section 3.03. Section 3.04. Section 3.05. Section 3.06.

Section 4.01. Section 4.02. Section 4.03. Section 4.04. Section 4.05. Section 4.06. Section 4.07. Section 4.08. Section 4.09. Section 4.10. Section 4.11. Section 4.12. Section 4.13. Section 4.14.

Section 5.01. Section 5.02. Section 5.03.

4829-1392-4973.6

R ep-esentati ons, Warranties and Cavenants of the I ssuer ............................. 1 7 R ep-esentati ons, Warranties and Cavenants of the B orrOvVer ....................... 18

ARTICLE Ill ISSUANCE OF LOANS; APPLICATION OF PROCEEDS

Loans for the Project ...................................................................................... 24 Project Fund ................................................................................................... 25 Term ............................................................................................................... 25 Costs and Expenses of the Issuer ................................................................... 25 Limited Obligation of the Issuer .................................................................... 27 Invalidity of BorrOvVer Loan .......................................................................... 27

ARTICLE IV REPAYMENT OF THE LOANS

I nterest ............................................................................................................ 2 7 Payments ........................................................................................................ 28 Reserved ......................................................................................................... 28 Security for the Loans .................................................................................... 28 Deed of Trust and Security Agreement ......................................................... 29 Payment on Non-Business Days .................................................................... 30 B orrOvVer Payments To Be U ncondi ti anal ..................................................... 30 Prepayments ................................................................................................... 30 Restrictions on Transfer of Loans .................................................................. 31 Repayment ..................................................................................................... 32 Original Issue Discount .................................................................................. 32 Late Charge .................................................................................................... 32 Default Rate ................................................................................................... 32 Arrilicable Loan Rate .................................................................................... 33

ARTICLE V CONDITIONS PRECEDENT

Conditions Precedent to Loan Agreement ..................................................... 33 Conditions Precedent To Disburse the Loan Proceeds .................................. 35 Limitations to Disbursement .......................................................................... 36

Section 6.01.


Section 7.01. Section 7.02. Section 7.03. Section 7.04. Section 7.05. Section 7.06. Section 7.07. Section 7.08. Section 7.09. Section 7.10. Section 7.11. Section 7.12. Section 7.13. Section 7.14. Section 7.1 5.

Section 7.16. Section 7.1 7. Section 7.18. Section 7.19. Section 7.20. Section 7.21. Section 7.22. Section 7.23.


4829-1392-4973.6


ARTICLE VI SECURITY INTEREST

Change in Nanne cr Ccrporate Structure of the BorrOvVer; Change in

Page

Location of the Borrower's Principal Place of Business ............................... 36 Security I nterest ............................................................................................. 3 7 Assignment of Insurance ................................................................................ 37

ARTICLE VII AFFIRMATIVE COVENANTS OF BORROWER

Maintenance of the Property .......................................................................... 3 7 Corrpliance With Laws and Olligation ......................................................... 38 Payment of Taxes and Other Claims ............................................................. 38 Insurance; Indemnity ..................................................................................... 39 Reporting Requirements ................................................................................ 41 Books and Records; Inspection and Examination ......................................... 43 Performance O\f the Lender ............................................................................ 43 Preservation of Existence ............................................................................... 44 No Liablity frr Consents or Appointments ................................................... 44 N on-l i abi I i ty of the I ssuer ............................................................................. 44 Expenses ........................................................................................................ 45 No Personal Liability ..................................................................................... 45 B crrOvVer I ndemni fi cation of I ssuer ............................................................... 4 5 BcrrOvVer Indemnification of Lender ............................................................. 47 Cavenant to Enter Into Agreement or Contract To Pravi de Ongoing Disclosure ...................................................................................................... 49 Financial Cavenants ....................................................................................... 49 Deposit Relationship ...................................................................................... 49 Tax Cavenants of the Issuer and the BorrOvVer .............................................. 50 Office of Foreign Assets Control; Patriot Act Corrpliance ........................... 52 Corrpliance With Documents ........................................................................ 52 Corrpliance With ERISA ............................................................................... 53 Environmental Laws ...................................................................................... 53 Cavenantto Maintain Ground Lease and Lease Agreement.. ....................... 53

ARTICLE VIII NEGATIVE COVENANTS OF BORROWER

Lien ................................................................................................................ 54 Sale of Assets ................................................................................................. 55 Consolidation and Merger .............................................................................. 55 Accounting ..................................................................................................... 56 Transfers ........................................................................................................ 56

ii

Section 8.06. Section 8.07. Section 8. 08. Section 8.09. Section 8.10. Section 8.11. Section 8.12. Section 8.13. Section 8.14. Section 8.15. Section 8.16.


Page

Other I ndelXeclness and G uarantees ............................................................... 56 Other Defaults ................................................................................................ 56 Prohibited Uses .............................................................................................. 56 Use of the Property ........................................................................................ 57 M ai ntenance of B usi ness ............................................................................... 5 7 Restrictive Agreements .................................................................................. 57 Tax--Exerrpt Status ......................................................................................... 57 Federal Reserve Board Regulations ............................................................... 57 Swap Agreement ............................................................................................ 57 Loan Documents ............................................................................................ 57 Formation of Subsidiaries and Affiliates ....................................................... 57

ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS


Eminent Domain ............................................................................................ 58 Arrilication of Net Proceeds .......................................................................... 58

ARTICLE X ASSIGNMENT, PARTICIPATION, MORTGAGING AND SELLING

Section 10.01. Assignment O\f the Lender ............................................................................. 59 Section 10.02. No Sale, Assignment or Leasing O\f the Borrcwer ........................................ 59


Section 12.01. Section 12.02. Section 12.03. Section 12.04. Section 12.05. Section 12.06. Section 12.07. Section 12.08.

4829-1392-4973.6

ARTICLE XI EVENTS OF DEFAULT AND REMEDIES

Events of Default ........................................................................................... 59 Remedies on Default ...................................................................................... 62 The Lender's Right To Perform the Obligation ............................................. 63 No Remedy Exclusive .................................................................................... 63 I ssuer E nforcement of Rights ......................................................................... 64

ARTICLE XII MISCELLANEOUS

Di sci ai mer of W arranti es ............................................................................... 64 Limitations of Liablity .................................................................................. 64 Additional Payments to the Lender ................................................................ 65 Nctices ........................................................................................................... 65 Binding Effect; Ti me I s of the Essence ......................................................... 66 Severability .................................................................................................... 66 Amendments .................................................................................................. 66 Execution in Counterparts .............................................................................. 67

iii

Section 12.09. Section 12.10. Section 12. 11. Section 12. 12. Section 12. 13. Section 12.14. Section 12. 15. Section 12.16. Section 12. 17. Section 12.18. Section 12.19. Section 12.20.

EXHIBIT A EXHIBIT B EXHIBIT C

EXHIBIT D-1 EXHIBIT D-2 EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H

4829-1392-4973.6


Page

Arrilicable L= .............................................................................................. 67 Jury Trial Waiver ........................................................................................... 67 Cap:ions ......................................................................................................... 67 Entire Agreement ........................................................................................... 67 Waiver ............................................................................................................ 68 Survivability ................................................................................................... 68 U~ .............................................................................................................. ~ Thi rd-Party B enefi ci ary ................................................................................. 68 Further Assurance and Corrective I nstrunnents .............................................. 68 Dispute Resolution; Pravisional Remedies .................................................... 68 Arm's-length Transaction ............................................................................. 69 Patriot Act ...................................................................................................... 70

DESCRIPTION OF LAND FORM OF LENDER LETTER OF REPRESENTATIONS MATTERS TO BE ADDRESSED IN OPINION OF COUNSEL OF THE BORROWER AND THE GUARANTOR SCHEDULE OF PAYMENTS ON THE SERIES A LOAN SCHEDULE OF PAYMENTS ON THE SERIES B LOAN FORM OF REPORTING CERTIFICATE FORM OF DISBURSEMENT REQUEST FORM OF CAPITAL EXPENDITURE DRAW REQUEST FORM OF SERIES B DRAW REQUEST

iv

TH IS LOAN AGREEMENT, dated as of Sep:ember 1, 2018 (this "Loan Agreement"), 0\1 and ammg FARMERS AND MERCHANTS BANK OF LONG BEACH, a California corpcratim (the "Lender"), CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK (the "Issuer"), a public entity duly organized and validly existing under the laws of the State of California (the "State"), as issuer, and PUEBLO SERRA WORSHIP H OLDING S, a California nonprofit religious corporation (the "Borrower").

WITNESSETH:

WHEREAS, the Issuer was estallished for the purpose of, among cther things, financing el igi bl e projects in the State of Cal iforniaand is authorized to issue taxalle and tax-exempt revenue bonds and other evidences of indebtedness to pravide financing or refinancing for such projects pursuant to the prcwisions of Sectim 63000 et seq. of the California Gcwernment Code (constituting Division 1 of Title 6.7 of the Gcwernment Code of the State of California, as navv in effect) (the "Act"); and

WHEREAS, in furtherance of the purposes of the Issuer set forth abcwe, the Issuer proposes to undertake the Project (as defined herein) to be avvned or leased (as tenant under the Ground Lease, as defined belcw) and operated by the Borrower and Borrower's affiliates; and

WHEREAS, the Borravver is a nonprofit religious corpcration duly incorpcrated and existing under the laws of the State, and an organization described in Section 501 (c)(3) of the Code ( as defi ned herei n) ; and

WHEREAS, the Borravver desires to undertake the Prqject on the terms and cmditions set forth bel avv; and

WHEREAS, in orderto undertake the Project, the Issuer intends to issue two tax-exempt obi i gati ons to the Lender in the aggregate principal amount of up to $49, 990, 000 (together, and as further defined herein, the "Issuer Loan Obligation"), the interest on which shall be excluded from gross income of the Lender for Federal income tax purposes and exempt from State i ncmne taxes, and lend the proceeds thereof to the Borrower ( as further defined herein, the "Borrower Loan"); and

WHEREAS, for and in consideration of such Borrcwer Loan, the Borravver agrees, inter al ia, to make loan payments (as further defined herein, the "Payments") sufficient to pay on the dates specified herein, the principal of, premium, if any, interest thereon andAdditimal Payments ( as defi ned herei n) ; and

WHEREAS, the lssuerwill assign the Payments due underthe Borrcwer Loan pursuantto this Loan Agreement (except any payments due to the Issuer pursuant to Reserved Issuer Rights (as defined herein)) to the Lender to satisfy the Issuer's obligations under the Issuer Loan Olligatim; and

WHEREAS, the Borrcwer shall make Payments directly to the Lender as assignee of the Issuer; and

4829-1392-4973.6

WHEREAS, the Issuer, the Lender and the BorrOvVer have duly authorized the execution and delivery of this Loan Agreement, and the documents contempated by this Loan Agreement;

NOW, THEREFORE, in consideration of the payments to~ made hereunder and the mutual cavenants, conditions and terms contained herein, the parties agree as follOvVs:

ARTICLE I

DEFINITIONS

The fol I cwi ng terms used herein wi 11 have the meanings indicated ~I OvV uni ess the context cl early requires ctherwi se.

"Accountant" means any independent certified public accountant firm selected by the B orrOvVer and reasonably accep:abl e to the Lender.

"Act" means Division 1 of Title 6.7 of the California Gavernment Code (commenci ngwith Section 63CXX)), as amended.

"Addi ti anal P aynnents'' means the amounts, ctherthan Payments, payable by the B orrOvVer pursuantto the prcwisions of this Loan Agreement, including, without limitation, Issuer Fees and Expenses, amounts pursuantto Section 12.03 hereof (Additional Payments to Lender), indemnity payments and reimbursement of advances due hereunder.

"Affiliate" means, with respect to any Person, any cther Person directly or indirectly controlling or controlled by, or under common control with, such Person. Without limiting the foregoing, the definition of "Affiliate" of any person shall include any subsidiary of such Person.

"Anti-Terrorism Laws'' has the meaning assigned to that term in Section 2. 02 hereof.

"Applicable Loan Rate" has the meaning set forth in Section 4.14 hereof, and subject to adjustment as set forth in Section 4.0S(e) hereof.

"Assignment Agreement" means that certai n Assignment Agreement, dated as of Septem~r 1, 2018, by and ~een the Issuer and the Lender.

"Authorized Borrcwer Representative" means the President and the Secretary of the B orrOvVer, each acting al one, and any other Person designated from ti me to ti me in writing by the Borrower's Board of Directors.

"BorrOvVer" means (a) Pueblo Serra Worship Hddings, a California nonprofit religious corporation; (b) any surviving, resulting ortransferee entity thereof permitted pursuantto the terms of this Loan Agreement; and (c) except where the context requires otherwise, any assignee(s) of the B orrOvVer permitted pursuant to the terms of this Loan Agreement.

"B orrOvVer Documents" means this Loan Agreement, the Deed of Trust, the Environmental Indemnity Agreement, the Security Agreement and the Tax Regulatory Agreement.

2 4829-1392-4973.6

"BITravver Loan" means, collectively, the Series A Borrower Loan and the Series B BITrcwer Loan made to the Borrcwer from the Issuer pursuant to this Loan Agreement.

"Business Day" means any day which is not one of the fdlcwing: (a) a Saturday, Sunday IT legal holiday as set forth O\f the Federal Reserve Bank of San Francisco; (b) any other day on which banks in NevvYork, NevvYork or Los Angeles, California, are authorized or required to be closed O\f the appropriate regulatory authITities; or (c) a day on which the Nevv Y ITk Stock Exchange is authorized IT required to be closed.

"Capital Expenditure Draw Request" means a Capital Expenditure Draw Request substantial I y i n the f ITm attached hereto as E xhi b t G .

"Capital Expenditure Reserve Account" has the meaning set forth in Section 4.03 hereof.

"Cash Flcw from Operations" means the sum of (a) net cash provided by operating activities as identified in the statement of cash flews plus (b) cash paid for interest during the twelve-month period ending on the date of determination.

"Closing Date" means September 4, 2018.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Cdlateral" means, cdlectively, the Property (as defined in the Deed of Trust), the Collateral (as defined in the Security Agreement), the Reserve Account Collateral (as defined in Section 4.04 hereof) and the Project Fund Collateral (as defined in Section 4.04 hereof).

"Ccrnpletion Notice" means a certificate stating that the lmpravements are complete and that no further Disbursement Requests will be submitted.

"Control I ed Group" means al I members of a control I ed group of corpcrati ons and al I trades IT businesses (whether IT nct incorporated) under common control which, together with the B ITrcwer, are treated as a single emp ayer under Section 414 of the Code.

"Current P ITti on of Long-Term Debt" means the aggregate amount of principal payments payable within one (1) year of the date of determination.

"Debt Service" means (a) the aggregate amount of Current Portion of Long-Term Del:( fl us (b) cash paid for interest during the twelve-month period ending on the date of determination, excluding any amount attributable to operating I eases.

"Debt Service (average Ratio" means for each fiscal year, the ratio of Cash Flow from Operations of the B ITrcwer and the G uarantIT to DelX Service of the B ITrcwer and G uarantIT, on aconsdidated basis.

"Deed of Trust" means the Fee and Leasehdd Deed of Trust with Assignment of Leases and Rents, Security Agreement and Financing Statement, dated as of Sep:ember 1, 2018, O\f the B ITrcwer fIT the benefit of the Issuer, as amended or supp emented in accordance with its terms.

3 4829-1392-4973.6

"Default'' rrEans an event that, with giving of notice or passage of tirrE or both, would constitute an Event of Default as pravided in Article XI hereof.

"Default Rate" rrEans the Applicable Loan Rate, plus 5°/o per annum, but not to exceed the highest rate permitted O\f applicable law.

"Deterrri nation of T axabi Ii ty" means any determination, decision, decree or advi serrEnt O\f the Cammi ssi oner of I nternal Revenue or any court of competent j uri sdi cti on, or an op ni on obtained O\f the Lender, of counsel qualified in such matters, that an Event of Taxability has occurred. A Deterrrination of Taxability also shall be deerrEd to have occurred on the first to occur of the fol I cwi ng:

(a) the date when the B orrcwer fi I es any staterrEnt, suppl errEntal staterrEnt, or cther tax schedule, return or docurrEnt, which di sci oses that an Event of T axabi Ii ty has occurred;

(b) the effective date of any federal legislation enacted or federal rule or regulation promulgated after the date of this Loan AgreerrEnt that causes an Event of Taxability; or

(c) upon the sale, lease or other deliberate action within the rrEaning of Treas. Reg. § l.141-2(d), the failure to receive an unqualified opinion of Special Counsel to the effect that such action wi 11 nct cause interest on the Issuer Loan Obi i gati on to becorrE i ncl udabl e i n the gross i ncorrE of the reci fl ent.

"Di sburserrEnt Request" rrEans a Di sburserrEnt Request substantially in the form attached hereto as Exhibit F.

"Draw Date" rrEans the day, which shal I be a Business Day, on which the Lender has made the advance of the Series B Issuer Loan Obligation into the Prqject Fund.

"Draw Period'' means the period beginning on the Closing Date and ending on the earliest of (a) September 1, 2020 for the Series B Loans, and (b) the Draw Date.

"EnvironrrEntal Indemnity AgreerrEnt'' rrEans that certain EnvironrrEntal Indemnity AgreerrEnt, dated as of September 1, 2018, entered into O\f the B orrcwer in favor of the Issuer.

"EnvironrrEntal Laws" rrEans any federal, state or local lctN, statute, code, ordinance, regulation, requi rerrEnt or rule relating to dangerous, taxi c or hazardous pol I utants, Hazardous Materials or chemical waste, materials or substances, including, without limitation, such laws gaverning or regulating the use, generation, storage, remaval, reccwery, treatrrEnt, handling, transport, disposal, control, discharge of, or exposure to, Hazardous Materials.

"E RI SA'' has the rrEaning set forth in Section 7.0S(d) hereof.

"E RI SA Event'' rrEans (a) a reportable event (as defined in ERISA) with respect to a Plan; (b) a withdrawal O\f the Borrcwer or any member of the Controlled Group from a Plan suqject to Section 4a:i3 of ERISA during a plan year in which it was a substantial employer (as defined in

4 4829-1392-4973.6

Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrctvVal under Section 4062(e) of ERISA; (c) a corrplete or partial withdrawal O\f the BorrOvVer or any member of the Contrd led Group or nctification that a Plan is in reorganization; (cl) the filing of a notice of intent to terminate a Plan, the treatment of a Plan amendment as a termination under Section 4041 or 4041 A of ER I SA, or the commencement of proceedings O\f the PB G C to terminate a Plan; (e) an event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, orthe appointment of a trustee to administer, any Plan; or (f) the imposition of any liability under Title IV of ERISA, cther than for PBGC premiums due rut nct delinquent under Section 4007 of ER I SA, upon the B orrOvVer or any member of the Contrd I ed Group.

"E stoppel Certificate" means that certain Estoppel Certificate, dated as of the Closing Date, delivered O\f the Borrcwer in favor of the Lender.

"Event of Default" has the meaning set forth in Section 11.01 hereof.

"Event of Indirect Taxability" means the enactment of any federal legislation, or the promulgation of any federal rule or regulation, afterthe date of this Loan Agreement, that has the effect (no matter hOvV accompished or implemented) of causing (a) a reduction in the tax equivalent yield on the Issuer Loan Olligation to the Lender, or (b) all or any portion of the interest on the Issuer Loan Obi i gati on to be taken into account under any pravi si on of the Code in such manner as to cause an increase in the federal income tax I iabi lity of the Lender.

"Event of Taxablity" means: (a) the application of the proceeds of the Issuer Loan Olligation, or other announts treated as "gross proceeds" of the Issuer Loan Obligation, in such manner that such Issuer Loan Obligation become an "arbitrage bond" within the meaning of Code Sections 103(b)(2) and 148, and with the resultthat interest on such Issuer Loan Oll igation is or beconnes includable in the gross income (as defined in Code Section 61) of the Hdder of such Issuer Loan Obligation; (b) if as the result of any act, failure to act or use of the proceeds of any portion of the Issuer Loan Obligation or the Tax-Exempt Financed Facilities or any misrepresentation or inaccuracy in any of the representations, warranties or cavenants contained in this Loan Agreement O\f the Issuer orthe BorrOvVer, the interest on such Issuer Loan Obligation is or becomes includable in a Holder's gross income (as defined in Code Section 61); (c) if as a result of the enactment of any federal legislation or the promulgation of any federal rule or regulation after the date of this Loan Agreement the interest on any portion of the Issuer Loan Obligation is or becomes includable in a Holder's gross income (as defined in Code Section 61); ( cl) if as a result of the introduction of any federal I egi sl ati on prior to, on, or after the date hereof (including but not limitedtotheTax CutsandJ obsAct, H.R. 1, 11 Sth Cong. (2017)), in the opinion of counsel qualified in such matters obtained O\f the Lender, such I egi sl ati on causes interest on any portion of the Issuer Loan Obligation (including, for example, any portion drctvVn after December31, 2017) to become includable in a Holder's gross inconne (as defined in Code Section 61); or (e) any revocation of the determination letter from the Internal Revenue Service regarding the status of the B orrOvVer as a 501 ( c)(3) corporation.

"F aci I ities" means collectively (a) al I b.Ji I dings, structures and other i mpravements situated, placed or constructed on the Land; and (b) all materials, apparatus and cther items of personal property OvVned O\f the B orrOvVer or the G uarantor and attached to or i nstal I ed i n the b.Jildings, structures and other impravements situated on the Land or used in connection with the

5 4829-1392-4973.6

buildings, structures and cther imprcwements situated on the Land, including without limitation water, gas, electrical, storm and sanitary sewer facilities and all other utilities whether or not situated i n easements.

"Fee Property" means that certain real property cwned by the Borrcwer in fee, located in the City of SanJ uan Capistrano, State of California, as more particularly identified in Exhibt A hereto.

"F i nal Appraisal" means the appraisal conducted by a MA I certified appraiser selected and engaged by Lender.

"GAAP" refers to generally accepted accounting principles in the United States as in effect from ti me to ti me.

"Gavernrnental Unit" has the meaning set forth in Section 150 of the Code.

"Gross--U p Rate" means, with respect to the Issuer Loan Obi igation, an interest rate equal to the Applicable Loan Rate, plus a rate sufficient such that the total interest to be paid on any payment date would, after such interest was reduced by the amount of any U.S. federal, state and local income tax (including any interest or penalties) actually imposed thereon, equal the amount of interest due with respect to such Issuer Loan Obligation; pravided, hcwever, that in no event shal I the G ross--U p Rate exceed 12"/o per annum.

"Ground Lease" means that certain Pueblo Serra Ground Lease, as amended as of J uly 26, 1982, and as further amended by that certain First Amendment to A mended Ground Lease between The Buchheim Company, as landlord, and WSMI Real Estate Limited Partnership ("WSMI"), as tenant, entered into in 1999. WSMI's leasehold interest was assigned to Pueblo Serra, LLC pursuant to that certain Assignment and A ssum[Xi on of Ground Lease dated as of August 30, 2002 and recorded August 30, 2002 as Instrument No. 20020736557 in the Official Records of Orange County, California Pueblo Serra, LLC has subsequently assigned al I of its right, title and interest under the Ground Lease to Borrcwer (formerly Pueblo Serra, Inc.) pursuant to that certain Assignment and Assumption of Ground Lease, dated September 2, 2003 and recorded Se[Xember 4, 2003 as Instrument No. 2003001077189 in the Official Records of Orange County, pertaining to the Leasehdd Property.

"Guarantor" means St. J unipero Serra Catholic High School, a California nonprofit religious corporation.

6 4829-1392-4973.6

"Guarantor Docurrents'' means, collectively, the Guaranty, the Guarantor Environmental I ndernni ty Agreement, the Guarantor Security Agreement and the Subordination Agreement.

"Guarantor E nvi ronrrental I ndernnity Agreerrent" means the Environmental Indemnity Agreement, dated as of September 1, 2018, executed by the Guarantor in favor of the Issuer.

"Guarantor Security Agreerrent" means the Security Agreement, dated as of September 1, 2018, executed by the Guarantor in favor of the Issuer.

"Guaranty" means that certain Guaranty Agreement dated as of the date hereof delivered by the Guarantor in connection with the Loan.

"Hazardous Materials'' means:

(a) any oil, flammable substance, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other wastes, material s or pol I utants which (i) pose a hazard to the Property or to Persons on or about the Property, or (ii) cause the Property to be in vi d ati on of any Environmental Laws;

(b) asbestos in any form which is or could become friable, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls, or radon gas;

(c) any chemical, material or substance defined as or included in the definition of "waste," "hazardous substances," "hazardous wastes," "hazardous materials," "extremely hazardous waste," "restricted hazardous waste," or "toxic substances" or words of similar import under any Environmental Laws including, but nct limited to:

(i) the Comprehensive Environmental Response, Compensation and Liab lity Act, 42 U .S.C. Sections 9601, et seq. ("CERCLA");

(ii) the Hazardous Materials Transportation Act, 49 U.S.C. Sections 1801, et seq.;

(iii) the Resource Conservation and RecCNery Act, 42 U.S.C. Sections 6901, et seq. ("RCRA");

(iv) the Toxic Substances Contrd Act, 15 U .S.C. Sections 2601, et seq.;

(v) the Clean Water Act, 33 U .S.C. Sections 1251, et seq.;

(vi) the California Hazardous Waste Control Act, California Health and Safety Code Sections 25100, et seq.;

(vii) the California Hazardous Substance Account Act, California Health and Safety Code Sections 25300, et seq.;

7 4829-1392-4973.6

(viii) the CalifITnia Safe Drinking Water and Toxic Enforcement Act, California Health and Safety Code Sections 25249.5, et seq.;

(ix) the CalifITnia Health and Safety Code Sections 25280, et seq. (pertaining to underground storage of Hazardous Materials);

(x) the CaliforniaHazardousW aste Management Act, Cal iforniaHealth and Safety Code Sections 25179.1, et seq.;

(xi) the CalifITnia Health and Safety Code Sections 25500, et seq. (pertaining to Hazardous Materials res[X)nse plans and i nventay);

(xii) the CaliforniaPorter--CdogneWaterQuality Control Act, California Water Code Sections 13CXX), et seq.;

(xiii) the California Civil Code Section 2929.5 (pertaining to inspections rel ati ng to H azardous M ateri al s) ;

(xiv) the Federal Water Pollution Control Act, 33 USC§§ 1251 et seq.;

(xv) the Underground Storage of Hazardous Substances Act, Cal. Health & Safety Code§§ 25280 et seq.;

(xvi) the Safe Drinking Water and Toxic Enforcement Act of 1986 (Proposition 65);

(xvii) Title 22 of the CalifITnia Code of Regulations, Division 4, Chapter 30; and

(xviii) al I cther existing and future federal, state and I ocal I ctvVs, ordinances, rules, regulations, orders, requi rernents, and decrees regulating, relating to, IT imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material;

( cl) any substance, product, waste IT cther material of any nature whatsoever which may give rise to liability (i) under any of the statutes or regulations described in clauses (a)(i) through (xviii) abave; (ii) under any statutay or common law theay, including negligence, trespass, intentional tort, nuisance or strict I iabi lity; or (iii) under any reported decisions of any state or federal court;

( e) any cther chemical, material or substance, ex[X)sure to which is prohibited, Ii mited or regulated by any gavernrnental authority or agency or may or could fXJ5e a hazard to the health and safety of the occupants of the F aci I iti es or the cwners and pr occupants of property adjacentto or surrounding the Facilities, or any other Person coming upon the Facilities or adjacent property;

(f) any cther chemical, materials or substance which may or could [X)se a hazard to the envi ronrnent; and

8 4829-1392-4973.6

(g) ~troleum, ~troleum p-oducts and by---p-oducts, gasoline or crude oil, other than ~rd eum and ~trol eum products contained within regularly o~rated motor vehicles (including without limitation golf carts and lctvVn nnai ntenance vehicles).

"Holder" means eitherthe Lender or an assignee to which the Loans are assigned pursuant to Section 10.01 hereof.

"I rnpravements'' means the acqui si ti on, construction and i nstal I ati on of i mp-cwements and renavations to the Pro~rty financed with Loan Proceeds and the acquisition and installation of equipment for use atthe Pr~rty financed with Loan Proceeds.

"Initial Prepayment Date" means September 1, 2028.

"Issuer" means the California Infrastructure and Econorric Development Bank, or its successors and assi gns.

"Issuer Annual Fee" means an annount equal to $2,500 annually while the Outstanding p-incipal annount of the Loan exceeds $30,000,000, $1,000 annually while the Outstanding p-incipal annount of the Loan is less than or equal to $30,000,000 and is more than $10,000,000, and thereafter $500 annually, in each case payable in accordance with Section 3.04 hereof.

"I ssuer Documents'' means this Loan Agreement, the Assignment Agreement and the Tax Regulatory Agreement.

"Issuer Fees and Expenses" means, with res~ to this Loan Agreement, the fee payable to the Issuer for the Issuer's services in connection with the preparation, review and execution of this Loan Agreement and the Issuer's fees, costs and expenses, as further defined in Sections 3.04 and 7.11 hereof.

"Issuer Issuance Fee" means $55,000 payable on the Closing Date.

"Issuer Loan Obi igation" means, collectively, the Series A Issuer Loan Obligation and the Series B Issuer Loan Obligation made to the Issuer from the Lender pursuant to this Loan Agreement.

"Land'' means the real pro~rty identified in Exhibit A hereto, together with any greater estate therein as hereafter may be acquired by the BorrOvVer, and including both the Leasehold Pro~rty and the Fee Pro~rty.

"Lease Agreement'' means the Agreement to Lease dated as of January 1, 2010 between the B orrOvVer, as I andl ord, and the Guarantor, as tenant, as annended to the CI osi ng Date.

"Leasehdd Pro~rty" means that certain real property located in the City of San Juan Cap strano, State of California, consisting of approximately 29 acres adj acentto the Fee Pro~rty, as more particularly identified in Exhibit A hereto.

"Lender" means ( a) Farmers and Merchants Bank of Long Beach, a California corporation; (b) any surviving, resulting or transferee corporation of Farmers and Merchants Bank of Long

9 4829-1392-4973.6

Beach; and (c) if this Loan Agreement and the Issuer Loan Obligation have been assigned O\f the Lender pursuantto Section 10. 01 hereof, such assignee shal I be considered the Lender with respect to this Loan Agreement and the Issuer Loan Oll igation, subject to Section 10.01.

"Lender Fees'' means, with respect to this Loan Agreement, the fee payable to the Lender for the Lender's services in connection with the preparation, review and execution of this Loan Agreement, as further defined in Section 12.03 hereof.

"Lender I ndernnified Persons'' has the meaning set forth in Section 7.14 hereof.

"Lien" has the meaning set forth in Section 8.01 hereof.

"Loan" or "Loans'' means collectively, the Series A Loans and the Series B Loans under this Loan Agreement.

"Loan Agreement" means, col I ectively, this Loan Agreement, including the exhibits hereto, as any of the same may be supp emented or amended from ti me to ti me in accordance with the terms hereof.

"Loan Documents" means, cd lectively, this Loan Agreement, the Deed of Trust, the Environmental I ndemni ty Agreement, the Assignment Agreement, the Security Agreement, the Guaranty, the Guarantor Security Agreement, the Guarantor Environmental Indemnity Agreement, the Subordination Agreement and the Tax Regulatory Agreement.

"Loan Proceeds'' means, collectively, the Series A Loan Proceeds and the Series B Loan Proceeds.

"Margin Stock'' has the meaning assigned to such term in R egul ati on U promulgated O\f the Board of Di rectors of the Federal Reserve System, as ncw and hereafter from ti me to ti me in effect.

"Material Adverse Change" means any change of circumstances or any event which in the sd e reasonable discretion of the Lender results in ( a) a material adverse change in the business, operations, properties, I i abi I i ti es ( actual or conti ngent) or fi nanci al con di ti on of the B orrcwer or the Guarantor; (b) a material impairment of the prospect of repayment of any portion of the Olli gati on O\f the B orrcwer or the Guarantor; or ( c) a material impairment of the value of the Collateral or priority of the Lender's security interests in the Collateral.

"Material Adverse Effect" means: (a) a Material Adverse Change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition ( fi nanci al or ctherwi se) or prospects of the B orrcwer or the G uarantor; ( b) a material i mpai rment of the ability of the Borrcwer to perform its obligations under any Loan Document or of the Guarantor to perform its obi i gati ons under the Guaranty; or ( c) a material adverse effect upon the legality, validity, anding effect or enforceability against the Borrcwer of any Loan Documentto which it is a party or against the Guarantor of the Guaranty.

"Maturity Date" means September 1, 2043; pravided, hcwever, that the Loan shall be prepaid on the Prepayment Date, which date shall be deemed to be the maturity date with respect

10 4829-1392-4973.6

to the Lender's commitment hereunder, unless the Loan is extended at the option of the Lender p.,1rsuant to Section 4.0S(f)

"MinirnumCaptal Expenditure Reserve Requirement" means (i) commencing Sep:ember 1, 2019, $100,000, (ii) commencing September 1, 2020, $200,000, and (iii) commencing September 1, 2021 and during each year thereafter, $300,000.

"Net Proceeds" means any insurance p-oceeds or condemnation award paid with respect to the Property, or any portion thereof, to the extent remaining after payment therefrom of all expenses incurred in the col I ecti on thereof.

"Obi i gati on" means Payments and A dditi anal Payments payable lJy the B orrcwer pursuant to the prcwi si ons of this Loan Agreement.

"Patriot Act" means the Uniting and Strengthening America lJy Praviding App-opriate Tools Required to I ntercep: and Obstruct Terrori smAct of 2001, Title 111 of Pub. L. 107-56.

"Payments" means those payments of principal and interest with respect to the Loans (excluding, Additional Payments, Issuer Fees and Expenses and Lender Fees payable to the Lender and the Issuer hereunder) payable lJy the B orrOvVer p.,1rsuant to the pravi si ons of this Loan Agreement. Payments shal I be payabl e lJy the B orrOvVer di rectl y to the Lender as assi gnee of the Issuer, in the amounts and at the ti mes as set forth in this Loan Agreement.

"PBGC" means the Pension Benefit Guaranty Corporation or any successor thereto.

"Perrritted Encumbrances" means (a) liens and security interests securing indebtedness cwed lJy the BorrOvVertothe Issuer andprthe Lender, including I iens and security interests granted lJy the Security Agreement and the Deed of Trust; (b) liens arising lJy reason of good faith deposits in connection with tenders, leases of real estate, bids or contracts (other than contracts for the payment of borrOvVed money); (c) any lien arising lJy reason of deposits with, or the giving of any form of security to, any gcwernmental agency or anybody created or appraved lJy law or gavernmental regulation for any purpose at any ti me as required lJy I aw or gcwernmental regulation as a condition to the transaction of any business orthe exercise of any p-ivi I ege or I i cense, orto enable the B orrcwer to maintain sel f--i nsurance or to participate in any funds established to caver any insurance risks or in connection with workers' compensation, unemployment insurance, pensions or profit sharing plans or cther social security plans or programs, or to share in the p-ivi leges or benefits required for corporations participating in such arrangements; (cl) liens arising lJy reason of good faith deposits made lJy or to the B orrOvVer in the ordinary course of business (for cther than borrcwed money), deposits lJy the B orrOvVer to secure public or statutory obi i gati ons or deposits to secure, or in lieu of, surety, stay or appeal bonds, and deposits as security for the payment of taxes or assessments or cther si mi I ar charges; ( e) attachment or judgment Ii ens nct constituting a default hereunder or under the Deed of Trust, or any attachment or judgment lien against the Borrcwer so long as such judgment is being contested in good faith and execution thereon is stayed; (f) rights reserved to or vested in any municipality or pullic authority lJy the terms of any right, pOvVer, franchise, grant, license, permit or pravision of law affecting the Property, to: (i) terminate such right, pOvVer, franchise, grant, license, or permit; p-avided, thatthe exercise of such right would nct materially impair the use of such Property in the ordinary course

11 4829-1392-4973.6

by the BITrcwer or materially and adversely affect the value thereof; IT (ii) purchase, condemn appropriate or recapture, or designate a purchaser of, the Property or any portion thereof; (g) liens fIT taxes, assessments, or similar charges either not yet due IT being contested in good faith; (h) Ii ens of material men, mechanics, warehousemen, or carriers, IT other Ii ke Ii ens arising in the ITdi nary course of business and securing obi i gati ons which are not yet delinquent; IT which are being contested in good faith for a period no longer than the 90 days after the due date of such lien; (i) easements, rights-of-way, servitudes, restrictions, deed restrictions, oil, gas, or cther mineral reservations and cther minor defects, encumtrances, and irregularities in the title to the Property which do not materially impair the use of such Property in the ordinary course by the BITrcwer or materially and adversely affect the value thereof; U) rights reserved to or vested in any municipality or public authority to control or regulate the Property or to use such Property in any manner, which rights do not materially impair the use of such Property IT materially and adversely affect the value thereof, to the extent that it affects title to the Property; (k) liens on property received by the Borrcwer through gifts, grants IT bequests, such liens being due to restrictions on such gifts, grants or bequests or the i ncorne thereon, so I ong as the fair market value of any such property is greater than the amount of the indebtedness secured by the Ii en on such property; (I) liens appraved in writing by the Lender in its sole discretion on a case-by-case basis; (m) the exceptions to caverage to the Title Policy as appraved by the Lender; (n) liens in existence on the Closing Date and disclosed by the Borrcwertothe Lender, including the Lease Agreement; and (o) liens operating leases permitted pursuantto Section 8.CXi hereof.

"P errri tted I nvestrnents'' means, with respect to the investment of Project Fund Col I ateral, (a) direct obligations of the United States of America(incl uding obligations issued or held in bookentry fITm on the books of the Department of the Treasury of the United States of America) IT obligations with maturities of less than one year the timely payment of the principal of and interest on which are fully guaranteed directly or indirectly by the United States of America, (b) money market mutual funds restricted to the instruments described in clause (a) abave and rated in the top rating category of any rating agency (without regard to any refinement or graduation of such rating category by a numerical modifier or otherwise), (c) bank deposits in any institution affiliated with the Lender, ( cl) bank deposits insured by the FDIC, and ( e) any cther instrument appraved by the Lender in writing on a case-by-case basis.

"Person" means any individual, corpcration, nonprofit cITporation, partnership, limited liability company,jdntventure, association, professional association,joint stock company, trust, unincITporated organization, gavernment, IT any agency or political subdivision thereof or any ct her form of entity.

"Plan" means, with respect to the BITrcwer at any time, an employee pension benefit plan which is cavered by Title IV of ERISA or suqject to the minimum funding standards under Section 412 of the Code and either (a) is maintained, or has within the preceding five pan years been maintained, by a member of the Controlled Group for employees of a member of the Contrdled Group of which the BITrcwer is a part; IT (b) is maintained pursuant to a cdlective bargaining agreement or any other arrangement under which mcre than one employer makes contributions and to which a member of the Control I ed Group of which the B ITrcwer is a part is then making or accruing an obi i gati on to make contributions or has within the preceding five pl an years made contributions.

12 4829-1392-4973.6

"Plans and Specificatims'' means the Borrower's plans and specifications for the lmpravements, as amended from time to time, which include a construction budget for the I mpravements and an al I ocati on of the sources and uses of funds for the I mpravements.

"Prepayment Date" means (i) the Initial Prepayment Date, or (ii) the later date prcwided by the Lender in response to Borrower's written request for an extension pursuant to Section 4.08(f) hereof.

"Prior I nterest P ayrnent" means a payment of interest on the Issuer Loan Obi i gati m made m or prior to the date of any Determination of Taxability that becomes includable in a Holder's gross income (as defined in Code Sectim 61).

"Prior Obligations'' means the Issuer's Variable Rate Demand Revenue Bonds (JSerra Catholic High School Project) Series 2013A, Series 20138, Series 2013C and Series 2015A, outstanding in the aggregate principal amount of approximately $46, 104,270.94.

"Prqject'' means, collectively, (a) refinancing the Prior Obligations, the proceeds of which were used for the acquisitim of the Land and the acquisition, cmstructim, imprcwement, rehab litatim, furnishing and pr equipp ng of certain educational facilities on the Land, consisting of 64 classrooms, a Ii brary /media center, a gymnasium, aquatic center, sports fields, administrative offices and cther ancillary educatimal facilities; (b) financing certain lmprcwements to the Faci Ii ties; and (c) paying certain costs of issuing the Loan.

"P rqject Costs'' means the amount paid or to be paid O\f the B orravver with respect to the I mpravements.

"Prqject Fund'' means the Project Fund established pursuant to Sectim 3.02 of this Loan Agreement.

"Property" means, cdlectively, the Land and the Facilities, with an address commonly knavvn as 26300, 26500, 26311, 26331, 26351 and 26353 J unipero Serra Road, San Juan Cap strano, California 92675.

"Qualified I nstitutimal Buyer" shall have the meaning ascribed thereto in Rule 144A of the Securities Act of 1933, as amended.

"Reserved Issuer Rights'' means the Issuer's rights to Additional Payments (which include the I ssuer Fees and Expenses), i ndemni fi cation, notices, opinions, certifications, information, inspections and consents pursuantto this Loan Agreement and the Tax Regulatory Agreement.

"Security Agreement" means that certain Security Agreement (Accounts, General Intangibles, Inventory & Other Collateral), dated as of Sep:ember 1, 2018, executed O\f the B orravver in favor of the Issuer.

"Series A Borravver Loan" means the $47,736,572.01 loan from the I ssuerto the Borravver made under this Loan Agreement.

13 4829-1392-4973.6

"Series A Issuer Loan Obligation" means the $47,736,572.01 loan from the Lender to the Issuer made under this Loan Agreement.

"Series A Loans'' means, collectively, Series A Borrower Loan and Series A Issuer Loan Olligation.

"Series A Loan Proceeds" means the amount of $47,736,572.01 to be paid or prCNided to the B orrcwer ( representi ng the pri nci pal amount of the Seri es A Loan).

"Series B Borrcwer Loan" means the loan in the amount ofup to $2,253,427.99 from the I ssuerto the B orrcwer made underthi s Loan Agreement.

"Series B Issuer Loan Obligation" means the loan in the amount ofup to $2,253,427.99 from the Lender to the Issuer made under this Loan Agreement.

"Series B Loans'' means, collectively, Series B Borrower Loan and Series B Issuer Loan Olligation.

"Series B Loan Proceeds" means and amount up to $2,253,427.99 to be paid or pravided to the Borrcwer (representing the maximum principal amount of the Series B Loan).

"Special Counsel" means Kutak Rock L LP or any firm of nationally recognized municipal bond attorneys, selected by the Issuer, the Borrcwer orthe Lender and acceptalle to the Issuer, the Lender and the B orrcwer, as the case may be, experienced in the issuance of municipal bonds and matters relating to the exclusion of the interest thereon from gross i ncorne for federal i ncorne tax purposes.

"State" means the State of California

"Subordination Agreement'' means the Subordination Agreement, dated as of September 1, 2018, by and among the Lender, the Borrcwer and the Guarantor with respect to the Lease Agreement.

"Subsidiary" means, of a Person, (a) any corporation more than 50'/o of the outstanding securities having ordinaryvcting pcwer of which shall at the time be cwned orcontrdled, directly or indirectly, by such Person or by one or more of its Subsidiaries or by such Person and one or more of its Subsidiaries; or (b) any partnership, limited liability company, association, joint venture or si mi I ar business organization more than 50'/o of the cwnershi pi nterests having ordinary voting pcwer of which shal I at the ti me be so cwned or control I ed.

"Swap Agreement" means (a) any and al I rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity o[Xions, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate o[Xi ons, forward foreign exchange transactions, cap transactions, floor transactions, col I ar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any cther si mi I ar transactions or any combination of any of the foregoing (including any o[Xions to enter into any of the foregoing), whether or nct any such transaction is

14 4829-1392-4973.6

governed O\f or subject to any master agreement; and (b) any and all transactions of any kind, and the related confi rrrations, which are subject to the terrns and conditions of, or governed 0\/, any forrn of master agreement published O\f the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement.

"Tax-Exempt Financed Facilities" means the portions of the Property financed or refinanced with proceeds of the Loans.

"Tax Regulatory Agreement" means that certain Tax Regulatory Agreement, dated the Closing Date, executed and delivered O\f the Issuer, the BorrOvVer and the Guarantor, together with any supplements or certi fi cates rel ated thereto.

"Title Insurer" means First American Title Insurance Company.

"Title Policy" means an AL TA (or equivalent) rnatgagee policy of title insurance with caverage in an annount equal to the principal annount of the Loan, with reinsurance and endorsements as the Lender rray require, containing no exceptions to title (other than Permitted E ncurnbrances) which are unacceptable to the Lender, and insuring that the Deed of Trust is a first-priority lien on the Borrower's leasehold interest in Property. Without limitation, such policy shall (a) be in the 2006AL TA forrn or, if not available, AL TA 1992 forrn (deleting arbitration and creditors' rights, if permissible) or, if not available, the form commonly used in the State, insuring the Lender and its successors and assigns; and (b) include those endorsements and pr affirrrative caverages appraved O\f the Lender, as evidenced O\f the final apprCNed title pol icy.

"Unfunded Vested Liablities" means, with respect to any Plan at any time, the annount, if any, O)IWhich (a) the present value of all vested nonforfeitable accrued benefits under such Plan exceeds (b) the fair rrarket value of all Plan assets allocable to such benefits, all determined as of the then most recent valuation date for such Plan, but only to the extent that such excess represents a potential liability of a member of the Controlled Group to the PBGC or such Plan under Title IV of ERISA.

Code.

"Welfare Plan" means a "welfare plan," as such terrn is defined in Section 3(1) of ERISA.

"501(c)(3) Organization" means an organization described in Section 501(c)(3) of the

ARTICLE II

REPRESENTATIONS, WARRANT I ES AND COVENANTS OF ISSUER AND BORROWER

Section 2.01. Representations, Warranties and CCNenants of the Issuer. The Issuer represents and warrants, as of the date hereof, and cavenants, forthe benefit of the Lender and the B orrOvVer, as fol I OvVs:

15 4829-1392-4973.6

(a) The Issuer is a public entity duly organized under the law of the State. Under the pravi si ons of the Act, the Issuer has the pcwer to enter into the transactions contemp ated by this Loan Agreement and to carry out its obi i gati ons hereunder. By proper action, the Issuer has duly authorized the execution, delivery and performance of its obi i gati ons under the I ssuer Documents.

(b) All applicable requirements have been met and procedures have occurred such that the Issuer Documents are valid and binding obi i gati ons of the I ssuer enforceable in accordance with their respective terms except as enforcement may be limited by bankruptcy, insolvency, moratorium, or si mi I ar I aws affecting the enforcement of creditors rights generally, by equitable principles, by the exercise of judicial discretion in appropriate cases and by the limitation on legal remedies against agencies of the State. The Issuer has taken all necessary action and has complied with all applicable prCNisions of the Act, including but not Ii mited to the making of any findings required by the Act, required to make the I ssuer Documents the valid and binding obi i gati ons of the I ssuer.

( c) Pursuantto this Loan Agreement and the Assignment Agreement, the I ssuer has assigned to the Lender all of the Issuer's rights (except Reserved Issuer Rights) in the Property, this Loan Agreement, the Payments and all other BorrOvVer Documents except the Tax Regulatory Agreement, including the assignment of all rights in any security interest granted to the Issuer by the B orrcwer thereunder.

( cl) The execution and delivery of the Loan Agreement and compliance with the pravi si ons of the Loan Agreement under the ci rcumstances contemplated thereby wi 11 not i n any respect confl i ct with, or constitute on the part of the I ssuer a material breach or default under any agreement or other instrument to which the Issuer is a party, or any existing law, administrative regulation, court order or consent decree to which the Issuer is subject in a manner that is reasonably likely to have a material adverse effect on the Issuer's ability to issue or deliver the Issuer Loan Obligation, or its ability to execute, deliver or campy with the Issuer Documents and the transactions contempated thereby.

( e) To the current actual kncwl edge of the officers of the Issuer, there is no action, suit or proceeding pending before or by any court for which service of process has been duly competed asto the Issuer and, to the current actual knowledge of the Issuer's officers, there is no action, suit or proceeding before any court threatened against the Issuer or any proceeding, inquiry or investigation threatened by or pending before any public body against the Issuer, (i) challenging the Issuer's authority to enter into the Issuer Documents; and (ii) wherein an unfavorable ruling or finding would have a material adverse effect on the enforceability of the Issuer Documents, the exclusion of the interest on the Issuer Loan Obligation from gross income for federal tax purposes underthe Code, or would have a material adverse effect on the Issuer's ability to perform its obligations with respect to any of the transactions contemplated by this Loan Agreement.

(f) The Issuer will submit or cause to be submitted to the Internal Revenue Service a Form 0038 ( or other information reporting statement) at the ti me and in the form required by the Code.

16 4829-1392-4973.6

(g) To the best knowledge of the Issuer's officers, no officer or other official of the Issuer has any financial interest in the B orrcwer or in the transactions contemp ated by thi s Loan Agreement.

Section 2.02. Representations, Warranties and Ccwenants of the Borrcwer. The B orrcwer represents, warrants and cavenants, for the benefit of the Lender and the I ssuerthat ( such representations and warranties to remain operative and in full effect regardless of the funding of the Loans or any i nvesti gati ons by or on behalf of the Issuer or the results thereof):

(a) the Borrcwer is a nonprofit religious corporation duly incorporated and in good standing under the laws of the State, has ful I legal right, pavver and authority to enter into this Loan Agreement and the other Borrcwer Documents, and to carry out all of its obligations under and consummate all transactions contempated hereby and by the other Borrcwer Documents, and by proper corporate action has duly authorized the execution, delivery and performance of this Loan Agreement and the other B orrcwer Documents. The Borrcwer is duly licensed to operate and maintain its existing facilities, and has all necessary pavver and authority to conduct the business ncw being conducted by it and as contemplated by this Loan Agreement;

(b) as of the Closing Date, the officer(s) of the Borrcwer executing this Loan Agreement and the other Borrcwer Documents are duly and properly in office and fully authorized to execute the same;

(c) this Loan Agreement and the other Borrcwer Documents constitute the I egal, valid and binding agreements of the B orrcwer enforcealbl e against the B orrcwer by the Lender, and any rights of the I ssuer and obi i gati ons of the B orrcwer not assigned to the Lender constitute the legal, valid, and binding agreements of the Borrcwer enforceable against the B orrcwer by the Issuer in accordance with their terms; except in each case as enforcement may be limited by bankrup:cy, insolvency or other laws affecting the enforcement of creditors' rights generally, by the application of equitable principles regardless of whether enforcement is sought in a proceeding at I aw or in equity and by public policy;

(cl) the execution and delivery of the Borrcwer Documents by the Borrcwer, the consummation of the transactions herein and therein contemp ated and the ful fi 11 ment of or compliance with the terms and conditions hereof and thereof by the Borrcwer, will not conflict with or constitute a violation or breach of or default (with due nctice or the passage of time or both) under the articles of incorporation of the Borrcwer, its bylctNs, any app i calbl e I ctN or administrative rule or regulation, or any appl i calbl e court or administrative decree or order, or any indenture, mortgage, deed of trust, loan agreement, I ease, contract, or other agreement or instrument to which the B orrcwer is a party or by whi ch it or its properti es are ctherwi se subject or bound, or result i n the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of the Borrcwer, which conflict, violation, breach, default, lien, charge or encumbrance may materially and adversely affect the consummation of the transactions contemp ated by the Loan Documents, or the financial condition, operations or business of the B orrcwer;

17 4829-1392-4973.6

( e) as of the CI osi ng Date, no consent IT apprcwal of any trustee IT holder of any i ndebtedness of the B orrcwer or any guarantor of i ndelXedness of IT cther pravi der of credit IT liquidity to the Borrcwer, and no consent, permission, authITization, order IT license of, or filing or registration with, any gavernmental authority (except with respect to any state securities or "Blue Sky" laws) is necessary in connection with the execution and delivery of the B orrcwer Documents by the B orrcwer, or the consummation of any transaction herein or therein contempated, or the fulfillment of IT compliance with the terms and conditions hereof orthereof, except as have been attained IT made and as are in ful I force and effect;

(f) as of the Closing Date, there is no action, suit, proceeding, inquiry or investigation, befITe or by any court or federal, state, municipal IT cther gavernmental authITity, pending, or to the kncwledge of the BITrcwer, after reasonable investigation, threatened against or affecting the B orrcwer or the assets, properties IT operations of the BITrcwer, which, if determined adversely to the Borrcwer or its interests, would have a Material Adverse Effect (as determined by the Lender) or a material adverse effect upon the consummation of the transactions contemplated by, or the validity of, this Loan Agreement IT the cther Loan Documents, or contesting the Borrower's corporate existence IT pcwers, or its status as an organization described in Section 501(c)(3) of the Code IT which would subject any income of the Borrcwerto federal inconne taxation to such extent as would result in loss of the exclusion from gross income for federal income tax purposes of interest on any pcrtion of the Issuer Loan Olligation under Section 103 of the Code. All tax returns (federal, state and local) required to be filed by or on behalf of the Borrcwer have been filed, and all taxes shewn thereon to be due, including interest and penalties, exce[X such, if any, as are being actively contested by the Borrcwer in good faith, have been paid IT adequate reserves have been made fIT the payment thereof which reserves, if any, are reflected in the audited financial statements described therein;

(g) as of the Closing Date, no written information, exhibit or report furnished to the Issuer or the Lender by the B orrcwer in connection with the negotiation of the BITrcwer Documents IT otherwise in connection with the transactions contempated hereby and thereby, contains any untrue statement of a material fact IT omits to state a material fact required to be stated therein or necessary to malke the statements therein, in the light of the circumstances under which they were made, not misleading. All projections, valuations IT pro fITma financial statements pravided to the Lender by the Borrower present the Borrower's good faith opinion as to such projections, valuations and proforma condition and results;

(h) the Borrcwer has heretofITe furnished to the Issuer and the Lender the audited fi nanci al statements of the B orrcwer for its fi seal years ended J une 30, 2016 and J une 30, 201 7, and the related statement of revenues, expenditures, transfer and changes in net assets and changes in financial position fIT the years then ended. The financial statements present fairly the financial condition of the B ITrcwer on the dates thereof, and the activities and cash flcws for the periods then ended were prepared in accordance with GAAP. SinceJ une 30, 2017, there has been no Material Adverse Change in the assets, operations IT financial condition of the BITrcwer, otherthan as disclosed in writing to the I ssuer and the Lender;

18 4829-1392-4973.6

(i) as of the Closing Date, the BorrOvVer has good and insurable fee title to the Fee Property and a val id leasehdd interest to the Leasehold Property, in each case free and clear from all encumbrances cther than Perrritted Encumbrances. The BorrOvVer has undisturbed possession of all real and personal property which is material to the Borrower's operation and of all of the premises upon which it is operating its business at the Facilities. The B orrcwer has heretofore furnished to the I ssuer and the Lender certain i nforrrati on related to the Property and such i nforrrati on is compete and accurate;

U) the Borrcwer is nct in default (and no event has occurred and is continuing which with the giving of notice orthe passage of time or both could constitute a default) (i) under the BorrOvVer Documents; or (ii) with respect to any order or decree of any court binding against the Borrcwer or any order, regulation or demand of any federal, state, municipal or other governmental authority binding against the BorrOvVer, which default could reasonally be expected to materially and adversely affect the consumrration of the transactions conternpl ated by the B orrOvVer Documents, or the financial condition, operations or business of the B orrOvVer;

( k) al I rrateri al certificates, apprCNal s, perrri ts and authori zati ons of appl i cable I ocal governmental agencies, and agencies of the State and the federal gavernment have been ol::tai ned, or wil I be obtained during the course of construction of the Facilities, with respect to the construction and installation of the Faci Ii ties and operation of the Facilities, and the F aci I iti es have been or wi 11 be constructed, i nstal I ed operated pursuant to and in accordance with such certificates, appravals, permits and authorizations;

(I) the Borrcwer acknOvVledges, represents and warrants that, except for the express representations and warranties of the I ssuer set forth herein, it has nct relied on the I ssuer or the Lender for any gui dance or experti se i n anal yzi ng the fi nanci al or other consequences of the transactions contemplated by the Loan Documents or ctherwi se relied on the Issuer or the Lender for any advice. The B orrOvVer acknOvVledges that it has been advised by, or has had the opportunity to be advised by, its OvVn financial advisors in connection with the Project;

(m) no portion of the Tax--Exem[X Financed Facilities includes any property used or to be used for sectarian instruction or study, as a place for devotional activities or religious worship, or in connection with any part of the program of a schod or department of divinity for any religious denomination;

(n) the Borrcwer is an organization described in Section 501 (c)(3) of the Code and is exem[X from federal income tax under Section 501(a) of the Code, except for unrelated business taxable income under Section 511 of the Code, and is nct a private foundation as described in Section 509:a) of the Code. The Borrcwer has received a determination from the I nternal Revenue Service to the foregoing effect, and none of the bases for such determination have changed si nee the date thereof;

( o) Environmental Laws:

19 4829-1392-4973.6

(i) The Borrcwer is in compliance with all applicable Environmental Laws, except such noncomp i ance that would not cause a Material Adverse Effect.

(ii) Neither the BorrOvVer nor the Property is the subject of a federal, state or I ocal i nvesti gati on evaluating whether any remedial action is needed to respond to any alleged violation of or condition regulated by Environmental Laws or to respond to a rel ease of any Hazardous Materials into the environment.

(iii) The BorrOvVer does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment.

(iv) The BorrOvVer is in compiancewith Division 13, commencing with Section 21000, of the Public Resources Code (the "CEQA Requirements") with respect to the Property and has received al I documentation evidencing such compliance, or the Project is not defined as a "project" or is "statutorily exempt" or is "categorically exempt" in accordance with the CEQA Requirements;

(p) neither the Borrcwer nor any Affiliate of the Borrower is an "investment company" or a company "controlled" by an "investment company," as such terms are defined in the I nvestment Company A ct of 1940, as amended;

(q) neither the Borrcwer nor any of its Affiliates is in vidation of any lctvVs relating to terrorism or money laundering ("Anti-Terrorism Laws"), including Executive Order No. 13224 on Terrorist Financing, effective September 24, 2001 (the "Executive Order"), and the Patriot Act;

4829-1392-4973.6

( r) nei the rt he B orrOvVer nor any of its A ffi I i ates i s any of the fol I OvVi ng:

(i) a Person that is Ii sted in the annex to, or is otherwise subject to the pravisions of, the Executive Order;

(ii) a Person OvVned or control I ed by, or acting for or on behalf of, any Person that is listed in the annex to, or is otherwise subject to the pravisions of, the Executive Order;

(iii) a Person with which the Lender is prohibited from dealing or ctherwi se engaging in any transaction by any A nti-T errori sm Law;

(iv) a Person that commits, threatens or conspires to commit or supports "terrorism" as defined in the Executive Order; or

(v) a Person that is named as a "specially designated national and blocked person" on the most current list published by the Office of Foreign Asset Control ("OFAC") or any list of Persons issued by OFAC pursuant to the Executive Order at its official website or any repacement website or other replacement official publication of such list;

20

(s) neitherthe BorrOvVer nor any of its Affiliates (i) conducts any business or engages in making or receiving any contribution of funds, goods or services to or for the benefit of any Person described in Section 2.02(r)(ii) al::xNe; (ii) deals in, or ctherwise engages in any transaction relating to, any property or interests in property blocked pursuant to the Executive Order; or (iii) engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law;

(t) the BorrOvVer is currently in compliance, and in the futurewil I campy, with al I app i cable nondi scri mi nation I ctvVs;

( u) each Pl an of the B orrOvVer and each member of the Control I ed Group is in comp i ance in al I material respects with ER I SA and other I aws to the extent applicable thereto, and neither the BorrOvVer nor a member of the Controlled Group has received notice to the contrary from the PBGC or any cther gcwernmental authority. Neither the B orrOvVer nor a member of the Contrd I ed Group has any Unfunded Vested Li abi I iti es. No condition exists or event or transaction has occurred with respect to any Plan which could reasonably be expected to result in the i ncurrence by the B orrOvVer or a member of the Contrdled Group of any material liablity, fine or penalty. No ERISA Event has occurred which could reasonably be expected to result in a Material Adverse Effect. Neither the BorrOvVer nor its Subsidiaries has any contingent liability with respect to any postretirement benefits under a Welfare Plan, otherthan liablity for continuation of caverage described in Part 6 of Title I of ERISA;

(v) the BorrOvVer currently maintains insurance caverage with insurance companies believed by the B orrOvVer to be capable of performing their obi i gati ons under the respective insurance policies issued by such insurance companies to the B orrOvVer (as determined in its reasonable discretion) and in ful I compliance with this Loan Agreement;

(w) the representations and warranties of the B orrOvVer contained in the other BorrOvVer Documents, together with the related definitions of terms contained therein, are hereby incorporated by reference in this Loan Agreement as if each and every such representation and warranty and definition were set forth herein in its entirety, and the representations and warranties made by the B orrOvVer in such sections are hereby made for the benefit of the Lender. No amendment to or waiver of such representations and warranties or defi ni ti ons made pursuant to the relevant B orrcwer Document or incorporated by reference shal I be effective to amend such representations and warranties and definitions as incorporated by reference herein without the prior written consent of the Lender;

(x) the B orrOvVer has nct taken any action or omitted to take any action, and has no actual knOvVledge of any action taken or omitted to be taken by any cther Person, which action, if taken or omitted, would adversely affect the exclusion of interest on the Issuer Loan Obligation from gross income for federal income tax purposes or the exemption of interest on the Issuer Loan Obi i gati on from State personal income taxes;

21 4829-1392-4973.6

(y) none of the Loan Documents prcwi de for any payments that would viol ate any applicable I= regarding permissible maxi mum rates of interest;

(z) to the kncwl edge of the B orrcwer, there is no annendment or proposed annendment to the Constitution of the State or any State I= or any adrri ni strative interpretation of the Constitution of the State or any State lctN, or any legislation that has passed either house of the legislature of the State, or any judicial decision interpreting any of the foregoing, the effect of which will materially adversely affect the transactions contempated by this Loan Agreement, the security for any of the obi igations cwed by the B orrcwer hereunder, the creation, organization, or existence of the B orrcwer or the ti ti es to office of any officers executing this Loan Agreement or any other B orrcwer Documents or the Borrower's ability to repay when due its obligations under this Loan Agreement;

(aa) all taxes, assessments, fees and cther governmental charges (other than those presently payable without penalty or interest) upon the Borrcwer or upon any property thereof, which are due and payable, have been paid and no material claims are being asserted with respect to any past due taxes, assessments, fees or other governmental charges against the B orrcwer, except, in each case, as are being contested in good faith by appropriate proceedings for which adequate reserves are being maintained in accordance withGAAP;

(bl::J) the Borrcwer has no Subsidiaries or Affi Ii ates otherthan Guarantor; and

(cc) the Borrcwer is nct a party to any Swap Agreement relating to any i ndebtedness.

ARTICLE Ill

ISSUANCE OF LOANS; APPLICATION OF PROCEEDS

Section 3.01. Loans for the Project.

(a) The Lender hereby agrees to loan the annount of $47, 736,572.01 in the form of the Series A Issuer Loan Obi igation and the Issuer hereby agrees, suqject to limitations herein, to borrcw such aggregate annount from the Lender and to I end the Seri es A Loan Proceeds to the Borrcwer for the purposes of the Project. The Loans are non--revdving, therefore, any portion of the Loans repaid may not be re--borrcwed.

(b) B orrcwer shal I design, construct, i mprave and equip the I mprcwements with all reasonable dispatch, substantially in accordance with the Plans and Specifications. Borrcwer shall (i) pay when due all fees, costs and expenses incurred in connection with the foregoing from funds made avai I able therefor in accordance with this Loan Agreement, or otherwise, uni ess any such fees, costs or expenses are being contested by B orrcwer in good faith and by appropriate proceedings; (ii) as Borrcwer deems reasonably appropriate and in its best interests, ask, demand, sue for, levy, recaver and receive all those sums of money, delXs and other demands whatsoever which may be due, cwi ng and payable under the terms of any contract, order, receipt, writing and instruction in connection with the design, construction and equipping of the lmpravements; and (iii) as Borrcwer deems

22 4829-1392-4973.6

reasonably app-opriate and in its best interests, enforce the prcwisims of any cmtract, agreement, obi i gation, bond or other performance security with respect thereto. B orrcwer rray revise the Plans and Specifications from ti me to ti me, prcwided that no revision shal I be rrade which would change the purposes of the I mpravements to other than purposes permitted O\f the Act. Upm the competion of the I mp-avements, Borrcwer shall pravide Lender with a Completion Nctice.

(c) Upon fulfillment of the cmditions precedent set forth in Sectim 5.01 hereof, the Lender shall (i) di sb.Jrse a portion of the Series A Loan Proceeds in the annount of $46,526,572.01 (being the principal annount of the Issuer Loan Olligatim, less the amount to be deposited in the Project Fund) to or forthe benefit of the BorrOvVer, to be applied to refinance the Prior Obligatim, and to pay certain costs of issuance of the Loans; and (ii) deposit the remaining portion of the Loan Proceeds in the amount of $1,210,000 in the Project Fund.

(cl) Subject to the terms and conditions in Sections 4.15 and 5.04 hereof, the Lender shal I di sburse the Seri es B Loan Proceeds to the I ssuer O\f deposi ti ng such Seri es B Loan Proceeds into the Prqject Fund.

(e) The Issuer's obligation to repay the Series A Issuer Loan Obligation and the Borrower's obligation to repay the Series A BorrOvVer Loan shall commence, and interest shal I begin to accrue, on the Closing Date. The Issuer's obi i gati m to repay the outstanding Series B Issuer Loan Obligatim and the Borrower's obligation to repay the outstanding Series B BorrOvVer Loan shall commence, and interest shall begin to accrue, m the DrctN Date. The execution and delivery of this Loan Agreement shall nct obligate the Lender or the Issuer to execute and deliver any Disbursement Request or to prcwide any funds with respect to any Disbursement Request, unless and unti I such Disbursement Request and any related documents have been executed and delivered O\f al I other parties thereto and al I con di ti ons set forth i n thi s Loan Agreement have been sati sfi ed.

Section 3.02. Project Fund. The BorrOvVer shall cause the Guarantor to establish and maintain an account at Farmers and Merchants Bank of Long Beach designated as the "Project Fund" and designated as account number 05560950. The Guarantor shal I maintain a separate record of the Prqject Fund on its books and shall account for all deposits and withdrawals from each Project Fund in accordance with the Guarantor's accounting procedures. The Guarantor rray withdrctN funds from the Project Fund from ti me to time to pay Project Costs, subject to the terms and conditions set forth in Sections 5.02 and 5.04 hereof. No moneys in the Prqject Fund shall be used to pay Additional Payments. Amounts in the Prqject Fund rray be invested in Permitted Investments as directed O\f the Borrcwer. Each Disb.Jrsement Request shall reasonably identify the Prqject Costs that will be paid with (or for which the Guarantor wil I be reimbursed 0\/) such Disbursement Request; p-avided, hcwever, that, m or before March 1, 2019, up to $20,000 rray be withdrawn from the Project Fund atthe written request of the Guarantor to pay for Borrower's counsel fees related to the issuance of the Loan. Other than as set forth in the preceding sentence, no single Disbursement Request rray pravide for an advance of less than $50,000 (cther than the final Disb.Jrsement Request, which rray be for a lesser amount). Disbursement Requests with respect to the Loans shall be numbered consecutively O\f series with the initial Disb.Jrsement

23 4829-1392-4973.6

Request. Any amount remaining in the Prqject Fund m September 1, 2021 shall be applied to prepay the Loans on October 1, 2021, or earlier, upon the written request of the BorrOvVer.

Section 3.03. Term. The term of this Loan Agreement shall commence on the Closing Date and shal I terminate upon the earliest to occur of any of the fd I OvVi ng events:

(a) so long as no Event of Default has occurred and is cmtinuing hereunder, the payment O\f the B orrOvVer of al I Payments and Addi ti mal Payments with respect to the B orrOvVer Loan, any rebate payments and any other payments required to be paid O\f the B orrOvVer hereunder;

(b) so long as no Event of Default has occurred and is cmtinuing hereunder, the prepayment of the enti re outstandi ng pri nci pal amount, accrued i nterest, any Addi ti mal Payments and cther amounts due hereunder; or

(c) the Lender's election to terminate this Loan Agreement under Article XI due to an Event of Default hereunder.

Section 3.04. Costs and Expenses of the Issuer. The BorrOvVer shall pay to the Issuer the following "Issuer Fees and Expenses":

(a) al I taxes and assessments of any type or character charged to the Issuer affecting the annount avai I able to the Issuer from payments to be received hereunder or in any way arising due to the transacti ms contemp ated hereO)I (including taxes and assessments assessed or levied O\f any public agency or gavernmental authority of whatsoever character having pcwer to I evy taxes or assessments) but excluding any taxes based upm the captal or income of any other persm otherthan the BorrOvVer; prcwided, hOvVever, that the B orrOvVer shal I have the right to protest any such taxes or assessments and to require the Issuer, at the Borrower's expense, to protest and contest any such taxes or assessments assessed or I evi ed upon them and that the B orrcwer shal I have the right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest uni ess such wi thhd ding, protest or contest would materially adversely affect the rights or interests of the Issuer, notwithstanding the pravisims of Section 8.01;

(b) the reasonable fees and expenses of such accountants, consultants, attorneys and other experts, including, without limitation, fees and expenses of the Issuer's in-house and outside counsel and the fees and expenses of the California Department of J usti ce when acting on behalf of the Issuer, as may be engaged O\f the Issuer to prepare audits, financial statements or opnims or prcwide such other services as are required in cmnectim with the Loan Documents and the Loan;

( c) the I ssuer I ssuance Fee, Issuer Annual Fees and the reasmabl e fees and expenses of the I ssuer or any agent or attorney selected O\f the I ssuer to act on its behal f including, without limitation, fees and expenses of the Issuer's in-house and outside counsel and the fees and expenses of the California Department of Justice, in connection with the BorrOvVer Loan underthis Loan Agreement, the Tax Regulatory Agreement or any cther documents contemp ated hereO)I orthereO)I, i ncl udi ng, with out I i mi tati on, any and al I reasonable expenses incurred in connection with any inquiry, litigation, investigatim, audit

24 4829-1392-4973.6

IT other proceeding which may at any time be instituted involving this Loan Agreement, the Tax Regulatory Agreement or any cther documents contemp ated hereby orthereby, or in connection with the reasonable supervision or inspection of the BorrOvVer, its properties, assets or operations IT ctherwise in connection with the administration of this Loan Agreement, the Tax Regulatory Agreement, or any other documents contemplated hereby IT thereby; and

( cl) such amounts as may be necessary to satisfy the rebate requirements in accITdance with the Tax Regulatory Agreement and to pay the cost of calculation of such rebate requirements when required by the Code if the B orrcwer does not do so directly. To the extent the B orrOvVer does not satisfy any of the exceptions to rebate, any rebate calculations must be computed by a third-party rebate analyst and may nct be computed solely by the B orrOvVer.

The I ssuer Fees and Expenses shal I be bi 11 ed to the B orrOvVer by the I ssuer from ti me to time, together with suppcrting documents where appropriate for one IT more of the al:x:Ne items. Amounts so billed shall be paid by the BorrOvVer within 30 days after receipt of the bill by the B ITrOvVer. N ctwithstandi ng the fITegoi ng, the Issuer shal I not be required to submit a bi 11 to the B ITrOvVer for payment of the I ssuer Annual Fee or any annount due with respect to arbitrage rebate under Section 148 of the Code, the calculation and payment fIT which is the responsibility of the B ITrOvVer. The I ssuer I ssuance Fee shal I be paid to the I ssuer by the B orrOvVer on the CI osi ng Date. The I ssuer Annual Fee shal I be due and payable by the B orrcwer in arrears on September 1 of each year, commencing with the first such date fol I cwi ng the Closing Date; pravi ded, hOvVever, if the Loan shall be prepaid in its entirety (i) after September 1 but before March 1 of any given year, then the Issuer's Annual Fee for the year of such prepayment shall be 50% of the Issuer Annual Fee and shall be payable 30 calendar days follOvVing such prepayment; IT (ii) after March 1 and on or before September 1 of any given year, then the Issuer's Annual Fee for the year of such prepayment shal I be 1 OCP/o of the Issuer Annual Fee and shal I be payable on the earlier of 30 calendar days fol I OvVi ng such prepayment IT September 1 of the year in which such prepayment is made. The Borrower's obligation to pay the Issuer Issuance Fee and the Issuer Annual Fee shall in no way limit amounts payable by the BITrOvVer to the Issuer under the Loan Documents, including the enforcement thereof.

Section 3.05. Limited Obligation of the Issuer. None of the Issuer, its officers, its employees IT any Person executing this Loan Agreement on behalf of the Issuer shall be liable personally on the Issuer Loan Oll igation or subject to any personal liability IT accountability by reason of the execution hereof. The Issuer Loan Obligation is a limited obligation of the Issuer, payable solely from and secured by the pledge of the Payments hereunder. Neitherthe Issuer, the members of its Board of Directors, the State, nor any of its political subdivisions shall be directly, indirectly, contingently or morally obi i gated to use any cther moneys IT assets to pay al I or any portion of the debt service due on the I ssuer Loan Obi i gati on, to I evy or to pl edge any form of taxation whatever therefIT IT to make any appropriation for their payment. The Issuer Loan Olligation is not a pledge of the faith and credit of the Issuer, the State or any of its political subdivisions nor does it constitute indebtedness within the meaning of any constitutional or statutory delX Ii mi tati on. The I ssuer has no taxing pcwer.

25 4829-1392-4973.6

The I ssuer shal I not be I i able for payment of the pri nci pal of or i nterest on the I ssuer Loan Obligation or any cther costs, expenses, losses, damages, claims or actions of any conceivable kind on any conceivable theory, under or by reason of or in connection with this Loan Agreement or any other documents, except only to the extent amounts are received for the payment thereof from the Borrcwer under this Loan Agreement.

Section 3.06. Invalidity of B orrcwer Loan. If at anytime the Borravver Loan is declared to be invalid or unenforceable for any reason, the Borravver Loan will be deemed to be a direct I oan from the Lender to the Borrower. All references herein to "Borrower Loan" and "Issuer Loan Obligation" shall instead refer to the "Loans," direct Loans from the Lender to the Borrower.

ARTICLE IV

REPAYMENT OF THE LOANS

Section 4.01. Interest.

(a) The principal amount of the Loans hereunder outstanding from ti me to ti me shal I bear interest ( computed on the basis of a 360-oay year and actual number of days elapsed) attheApplicable Loan Rate. Interest accruing on the aggregate principal balance of the Series A Loans from the Closing Date to the Maturity Date or earlier prepayment as pravi ded herein, and shal I be payable monthly by the B orravver in arrears on the first calendar day of each month prior to the Maturity Date or such earlier prepayment date, commencing October 1, 2018, and upon earlier demand in accordance with the terms hereof or prepayment in accordance with Section 4.08 hereof. Interest accruing on the aggregate outstanding principal balance of the Series B Loans from the Draw Date to the Maturity Date or earlier prepayment as pravi ded herein, and shal I be payable monthly by the Borrcwer in arrears on the first calendar day of each month prior to the Maturity Date or such earlier prepayment date and upon earlier demand in accordance with the terms hereof or prepayment in accordance with Section 4.08 hereof.

(b) Upon the occurrence of a Determination of Taxability, the Borravver shall pay to the Lender, as assignee of the Issuer, future interest payments on the Issuer Loan Obligation calculated at the Gross-Up Rate as such Payments become due. In addition, the Borravver shall malke immediately, upon demand of the Lender, a payment to the Lender sufficient to reimburse the Lender and to suppement Prior Interest Payments to equal the Gross-Up Rate applicable to such Prior Interest Payments, and such obi igation shall survive the termination of this Loan Agreement. The Lender acknavvledges that payments at the Gross-Up Rate may be amounts that are not excluded from gross i ncorne for federal income tax purposes pursuant to Section 103 of the Code.

(c) Upon the occurrence of an Event of Indirect Taxablity, the Lender shall notify the B orravver and the Issuer of such event and shal I have the option, without the consent of the B orravver or the Issuer, to require the B orravver to pravi de for the reimbursement of the Lender for the increase, if any, in its federal income tax liability caused by such Event of lndirectTaxability. Any such adjustment shall be suqjecttothe condition that, priorto such adjustment, the Lender and the Issuer shall have received an

26 4829-1392-4973.6

opinion of Special Counsel to the effect that such adjustment compies with the requirements of this Loan Agreement and will not, in and of itself, cause interest with respect to the Issuer Loan Obi i gati on to be included in the gross income of the Lender for federal income tax purposes. The Lender ackncwledges that any amount received by the Lender pursuantto the application of this Section 4.01 (c) shall be treated as a fee and not as interest that is excluded from gross income for federal income tax purposes pursuant to Section 103 of the Code.

Section 4.02. Payments. The Issuer shall pay the principal of and interest on the Issuer Loan Obligation, but only out of Payments rrade to the Issuer by the Borrcwer therefor. The B orrcwer shal I pay to the Lender, as assignee of the Issuer, Payments in the amounts and at such times as set forth in Section 4.01, Section 4.08 and Section 4.10 hereof.

Section 4.03. Capital Expenditure Reserve Account. The Borrcwer shall cause the Guarantor to establish and maintain an account at Farmers and Merchants Bank of Long Beach designated as the "Capital Expenditure Reserve Account" and designated as account number 05560942, and to comply with the terms of this Section. The Guarantor shal I deposit, funds in the amount of $26,667 per month into the Capital Expenditure Reserve Account. The Guarantor rray withdrctN funds from the Capital Expenditure Reserve Account from ti me toti me to pay for captal expenditures to the Facilities, suqject to the terms and conditions set forth in Sections 5.03 and 5. 04 hereof, or for any cther purpose appraved by the Lender in writing; prCNi ded, hcwever, that the remaining balance in the Capital Expenditure Reserve Account fdlcwing such requested withdrctNal shall not be less than the Minimum Capital Expenditure Reserve Requirement. The funds in the Capital Expenditure Reserve Account which constitute the Minimum Captal Expenditure Reserve Requirement shall be held in such account as a reserve for operational needs of the Guarantor, and rray only be withdrawn by the Guarantor with the written consent of the Lender, at the Lender's sole discretion. Amounts in the Capital Expenditure Reserve Account shall be held uninvested. Each Capital Expenditure DrctN Request shall reasonably identify the capital expendituresthatwill be paid with (orforwhich the Guarantorwill be reimbursed by) such Captal Expenditure Draw Request. No single Captal Expenditure DrctN Request rray pravide for an advance of less than $50,000 (other than a final Captal Expenditure Draw Request related to any specific project, which rray be for a lesser amount). Capital Expenditure Draw Request shall be numbered consecutively with the initial Capital Expenditure Draw Request. Any amount remaining in the Capital Expenditure Reserve Account at the Maturity Date (or such earlier date as the Loans rray be fully repaid) shall be promptly returned to the Guarantor.

Section 4.04. Security for the Loans. As security for the repayment of the Issuer Loan Olli gati on, the Issuer hereby assigns to the Lender al I of its right, ti tie and interest in this Loan Agreement except for Reserved Issuer Rights, including the Issuer's rights to receive Payments with respect to the Borrcwer Loan (and hereby directs the Borrcwer to make such Payments directly to, or atthe direction of, the Lender), to collect the Payments and any other payments due to the Issuer hereunder the receipt of which is nct part of Reserved I ssuer Rights, and to sue in any court for such Payments or other payments, to exercise al I rights hereunder with respect to the Project, and to withdraw or settle any claims, suits or proceedings pertaining to or arising out of this Loan Agreement and the Borrcwer Loan upon any terms (cther than any claims related to Reserved Issuer Rights). Such assignment by the I ssuer to the Lender shal I be an absd ute assignment without recourse to the Issuer. Such Payments and other payments the receipt of which

27 4829-1392-4973.6

is not part of Reserved Issuer Rights shall be made O\f the BorrOvVer directly to the Lender, as the Issuer's assignee, without the requirement of notice or demand, at the address prcwided in Section 12.04, or such other pace as the Lender may from ti me to ti me designate in writing, and shall be credited against the Issuer's payment obligations underthe related Issuer Loan Obligation. No prcwision, ccwenant or agreement contained in this Loan Agreement or any obligation herein or therein imposed on the Issuer, or the breach thereof, shal I constitute or give rise to or impose upon the Issuer a pecuniary liability, a charge upon its general credit or a pledge of its revenues. In making the agreements, prcwisions and cavenants set forth in this Loan Agreement, the Issuer has not obligated itself excep: with respect to the application of the Payments to be paid O\f the B orrOvVer hereunder and thereunder. A 11 amounts required to be paid O\f the B orrcwer hereunder shall be paid in lawful money of the United States of America in immediately available funds. No recourse shall be had O\f the Lender or the BorrOvVer for any claim based on this Loan Agreement against any director, officer, employee or agent of the Issuer alleging personal I iab lity on the part of such Person.

To further secure its Obi i gati ons and to perform and observe the ccwenants and agreements contained herein and in the B orrOvVer Documents, the B orrOvVer hereO)I fl edges to and grants to the Issuer, and the Issuer hereO)I assigns to the Lender, a first priority lien and security interest, within the meaning of the California Uniform Commercial Code and to the extent permitted O\f law in all of its right, title and interest, if any, in the Capital Expenditure Reserve Account (the "Reserve Account Collateral") and in the Project Fund (the "Project Fund Collateral") and in the funds held therein. The BorrOvVer agrees to execute and authorizes the Lenderto file such pledge agreements, notices of assignment, chattel mortgages, financing statements and other documents, in form satisfactory to the Lender, which the Lender deems necessary or appropriate to establish and maintain the Lender's first priority security interest in the Reserve Account Col I ateral and the Project Fund Collateral, including the funds held therein and proceeds thereof.

Section 4.05. Deed of Trust and Security Agreement.

(a) The B orrcwer shal I, at its expense, record, or cause the recordati on of, the Deed of Trust and al I amendments thereto in the Official Records of the Office of the County Recorder of Orange County, California Within 10 days after request for any confirmation of any fi Ii ng required O\f this Section, the B orrOvVer shal I deliver to the Lender, as assignee of the I ssuer, the signed documents requested or evidence satisfactory to the Lender to the effect that such filing has been duly accompished. The BorrOvVer hereO)I authorizes the Lender to fi I e such fi nanci ng statements ( and al I amendments or continuations thereto) as may be necessary to perfect the Lender's security in a form satisfactory to the Lender and the Borrower shall, at the Lender's written request, pravide to the Lender, within 60 days of the date of delivery of this Loan Agreement, a UCC-1 search certificate with respect to the B orrOvVer.

(b) To further secure the payment obligations of the Borrcwer hereunder, the BorrOvVer has executed the Security Agreement. The Issuer, the BorrOvVer and the Lender agree that the Deed of Trust, the Security Agreement and U CC-1 financing statement may be amended or terminated at any ti me O\f a written agreement between the Lender and the B orrOvVer. The consent of the Issuer shal I not be required for any such amendment or terrri nation.

28 4829-1392-4973.6

(c) As additional security fIT the Issuer Loan Oll igation, the Issuer has made a complete assignment to the Lender of all of the Issuer's rights, title interest and obligations in, to and underthe Deed of Trust and the Security Agreement, pursuant to the Assignment Agreement. The B orrcwer hereby consents to such assignment, as wel I as the assignment by the Issuer set forth in Section 4.04 abave.

Section 4.06. Payment on Non-Business Days. Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day.

Section 4.07. BorrOvVer Payments To Be Unconditional. The obligations of the BITrOvVer to make Payments required under this Loan Agreement and to make cther payments hereunder and to perform and observe the ccwenants and agreements contained herein shal I be absolute and unconditional in all events, without abatement, diminution, deduction, setoff or defense for any reason, including without linitation any failure of the Property, any defects, malfunctions, lxeakdOvVns or infirmities in the Property IT any accident, condemnation, destruction IT unfITeseen circumstances. Notwithstanding any dispute between the B ITrcwer and any of the I ssuer, the Lender IT any cther Person, the B orrOvVer shal I make al I Payments when due and shal I not withhold any Payments pen di ng fi nal resol uti on of such di spute, nor shal I the BITrOvVer assert any right of setoff or counterclaim against its olligation to make such payments required under this Loan Agreement.

Section 4.08. Prepayments.

(a) The Issuer shall prepay the Issuer Loan Obligation solely to the extent that the B orrOvVer shal I prepay the B orrOvVer Loan, and the B orrOvVer may prepay the B orrOvVer Loan in whole or in part, on any date, in advance of the required Payments set forth in Section 4.10 hereof, by paying the outstanding principal amount of the Loans (or the portion thereof being prepai cl), accrued interest to the prepayment date and any outstanding and unpaid Addi ti anal Payments due underthi s Loan Agreement; prcwi ded, hcwever, that after any partial prepayment, the remaining outstanding principal amount of the Loans shal I not be less than $100,000. The Borrcwer shall pravide the Lender written notice of any such prepayment at I east 30 days in advance thereof uni ess such shorter period of ti me has been agreed to by the Lender in writing. Upon any prepayment in part of the Borrcwer Loan, the prepayment shal I be applied first to interest accrued thereon and any outstanding and unpaid Additional Payments, and next to the principal component of the BorrOvVer Loan in the inverse order of date due.

(b) The Issuer shall prepay the Issuer Loan Obligation solely to the extent that the B orrOvVer shal I prepay the B orrcwer Loan, in whole IT in part at any ti me from the Net Proceeds pursuantto Article IX hereof by paying some IT all of the outstanding principal amount of the app i cable B ITrOvVer Loan, accrued interest on the app i cable B orrOvVer Loan to the prepayment date, and any outstanding and unpaid Additional Payments due under this Loan Agreement.

( c) The I ssuer shal I prepay the I ssuer Loan Obi i gati on solely to the extent that the B ITrOvVer shal I prepay the B orrOvVer Loan, and the B ITrOvVer shal I prepay the B orrOvVer

29 4829-1392-4973.6

Loan in full immediately upon demand therefor of the Lender to the Issuer after the occurrence of an Event of Default by payi ngthe outstanding principal amount of the Loans, accrued interest to the prepayment date and any outstanding and unpaid Additional Payments due under this Loan Agreement.

( cl) The I ssuer shal I prepay the I ssuer Loan Obi i gati on solely to the extent that the Borrcwer shal I prepay the Borrcwer Loan in full immediately, and the BorrOvVer shall prepay the B orrOvVer Loan in ful I immediately upon demand of the I ssuer after the occurrence of a Determination of T axabi I ity by paying the outstanding principal amount of the BorrOvVer Loan, interest atthe Gross--U p Rate to the date of prepayment as required by Section 4.0l(b) hereof, and any outstanding and unpaid Additional Payments due under this Loan Agreement, fl us an amount necessary to suppement the Prior Interest Payments to the Gross--U p Rate pursuantto Section 4.01 (b).

( e) The I ssuer shal I prepay the I ssuer Loan Obi i gati on solely to the extent that the Borrcwer shall prepay the Borrcwer Loan in full and the Borrcwer may prepay the BorrOvVer Loan in full immediately upon demand of the Issuer after an Event of Indirect T axabi I i ty by payi ng the outstandi ng pri nci pal amount of the B orrOvVer Loan, i nterest accrued with respect to the Borrcwer Loan to the date of prepayment any outstanding and unpaid A dditi anal Payments due underthi s Loan Agreement.

(f) On the Prepayment Date, Issuer shal I, to the extent funds are received from BorrOvVer, prepay the Issuer Loan Olligation in full and BorrOvVer shall prepay the BorrOvVer Loan in full, together with all unpaid and accrued interest on the BorrOvVer Loan to the Prepayment Date, any Additional Payments then due in accordance with this Loan Agreement and all other amounts payable in accordance with this Loan Agreement. Not later than 100 days prior to the Prepayment Date, BorrOvVer may in writing request an extension of the Loan up to and including the Maturity Date. Lender shall, not laterthan 60 days follOvVing receipt of BorrOvVer's written request for an extension, prcwide a written response to BorrOvVer indicating whether such extension is appraved and the new Applicable Loan Rate. Any failure of the Lenderto respond shall be construed as a denial of the request. If such new Appicable Loan Rate is not accep:able to BorrOvVer, Borrcwer shall prepay the Loan on the Prepayment Date. In connection with the extension of the Loan, B orrOvVer shal I cause to be delivered to I ssuer a notice of such extension and the mw Applicable Loan Rate, and to Issuer and Lender an opinion of Special Counsel that such extension is consistent with the terms of this Loan Agreement and will not, in and of itself, adversely affect the exclusion of the interest on the Issuer Loan Obligation from the gross income of the recipients thereof for purposes of federal income taxation. Lender, Issuer and Borrcwer shall enter into an amendment to this Loan Agreement to reflect the terms of any extension of the L oan pursuant to thi s Section.

Section 4.09. Restrictions on Transfer of Loans. Notwithstanding any other pravision hereof, the BorrOvVer Loan is nontransferable, excep: in connection with the transfer of the Issuer Loan Olligation. The Issuer Loan Olligation may be transferred, assigned and reassigned in whole (but not in part) by the Lender without the consent of the Issuer or the BorrOvVer, upon 30 days' prior written notice to the I ssuer and the B orrOvVer, to an A ffi Ii ate of the Lender or a Qualified Institutional Buyer but only in accordance with the requirements of this Section 4.09.

30 4829-1392-4973.6

For purposes of the foregdng sentence, a change of control of the Lender or a sale of substantially all of the Lender's assets or equity shall not be deemed to be a transfer or assignment of the Issuer Loan Obi i gati on. In the event of a sale or transfer to an A ffi Ii ate of the Lender, the Lender shal I certify to the Issuer and the B orrcwer that such transferee is an A ffi Ii ate of the Lender and shal I pravi de the B orrcwer an assignment I etter, and the B orrcwer shal I ackncwl edge such assignment. In the event of a sale, transfer, assignment or parti ci pati on by the Lender of the I ssuer Loan Oll igation to a Qualified Institutional B uyerthat is nct an Affiliate of the Lender, the Lender shall, prior to any such transfer, pravi de or cause to be prcwi ded to the Issuer and the B orrcwer a I ender letter of representations executed by such purchaser or transferee in the form of Exhibit B hereto which shal I contain a certification thatthe purchaser ortransferee is a Qualified I nstituti anal Buyer as pravided in this Loan Agreement. The prcwisions of the letter of representations may nct be revised without the prior written consent of the Issuer. Upon assignment, the Borrcwerwi II reflect i n a book entry the assi gnee desi gnated i n the written request of assi gnment or i n a written certification of an Affiliate delivered to the Issuer and the Borrcwer pursuant to this Section, and shal I agree to make al I payments to the assignee desi gnated i n such written request, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether arising from a breach of this Loan Agreement or ctherwi se) that the Issuer and the B orrcwer may from ti me to time have against the Lender or the assignee. The Lender or assignee shall pay all reasonalle expenses of the Issuer (including those of in-house and outside counsel and the California Department of Justice attorneys when they represent the Issuer) and the B orrcwer, including reasonable fees and expenses of counsel, in connection with such transfer and assignment and the execution of any documents in connection therewith. Any transfers of interest in the I ssuer Loan Olli gati on shal I only be made pursuantto an entry in a registration book by the B orrcwer pursuant to this Section, as required by Section 149 of the Code.

Section 4.10. Repayment. Payments of principal and interest on the Series A Borrcwer Loan shall be payable monthly, on the first day of each month, beginning on October 1, 2018 and continuing through the Prepayment Date, in accordance with the repayment schedule attached hereto as Exhibit D-1. Payments of principal and interest on the Series B B orrcwer Loan shal I be payable monthly, on the first day of each month, beginning the month immediately fdlcwing the DrctN Date and continuing through the Prepayment Date, in accordance with the repayment schedule pravided by the Lender on the Draw Date to be attached hereto as Exhibit D-2. Such repayment schedules shall be prepared by Lender to require substantially equal monthly installments of principal and interest thereon atthe Applicable Loan Rate and fully amortizing to September 1, 2043. In the event the Loan is extended pursuantto Section 4.0S(f) hereof, Lender shall pravide Borrcwer, on the Prepayment Date, with revised repayment schedules based on the Applicable Loan Rate applicable from the Prepayment Date to the Maturity Date, which repayment schedules shall also reflect monthly payments of principal and interest, fully amortized to September 1, 2043. B orrcwer shal I pay to Lender, as assignee of I ssuer, such repayments, in the amounts and on the dates set forth in the appl i call e repayment schedule.

Section 4.11. Purchase Price. The Lender is purchasing the Issuer Loan Obligation at an amount equal to the aggregate principal amount of the Issuer Loan Obligation. The Lender's purchase price of the Issuer Loan Oll igation, and accordingly, the proceeds of the Borrcwer Loan, shall be equal to $49,990,000 (representing the principal amount of the Issuer Loan Obligation).

31 4829-1392-4973.6

Section 4.12. Late Charge. If the Borrcwer fails to make any Payment of principal and interest with respect to the BorrOvVer Loan, or if the BorrOvVer fails to make any Additional Payment, by the due date, in each case, inclusive of any grace period al I OvVed for such Payment or Additional Payment, the BorrOvVer shall pay to the Lender orthe Issuer a late charge equal to 5% of the past due Payment or Additional Payment, as app icable.

Section 4.13. Default Rate. If (a) the B orrOvVer shal I fai I to pay the principal and accrued interest on the BorrOvVer Loan when the sanne shall beconne due under this Loan Agreement, or (b) an Event of Default occurs under any BorrOvVer Document, then the Appicable Loan Rate hereunder shall increase to the Default Rate. All announts nct paid when due under this Loan Agreement (suqject to any applicalle grace periods) shall be added to the unpaid principal annount hereunder and shall bear interest atthe Default Rate until such ti me as the payment default is cured.

Section 4.14. Applicable Loan Rate. From the Closing Date to, but excluding, the Maturity Date, the Issuer Loan Obligation (and the corresponding outstanding balance of the BorrOvVer Loan) shal I bear interest at a fixed rate equal to 4.5CP/o per annum, subject to adjustment pursuant to Section 4.0S(f) hereof.

Section 4.15. Draws. Priortothe end of the Draw Period, the BorrOvVer and the Lender, without the consent of the Issuer may, when the conditions set forth in Section 5.04 and in this Section have been satisfied, draw an annount of the Seri es B Loans of up to $2, 253,427. 99 by BorrOvVer submitting to the Lender a completed and executed draw request in the form attached hereto as Exhibit H.

ARTICLE V

CONDITIONS PRECEDENT

Section 5.01. Conditions Precedent to Loan Agreement. The Issuer's agreement to enter into this Loan Agreement and prCNi de the financing contemplated hereby shal I be suqj ect to the condition precedentthatthe Issuer shal I have received or waived the requirement for the items listed in Sections 5.0l(a) through (i), (m), (s) through (u), (w), (aa) and (cc), each in form and substance satisfactory to the Issuer. The Lender's agreement to enter into this Loan Agreement and pravide the financing contemplated hereby shal I be subject to the condition precedent that the Lender shall have received or waived the requirement for, all of the fd IOvVing, each in form and substance sati sf actory to the Lender:

(a) this Loan Agreement, properly executed on behalf of the Issuer, the BorrOvVer and the Lender, and, if appicable, each of the Exhibts hereto properly competed;

(b) the Tax Regulatory Agreement, properly executed on behalf of the B orrOvVer and the I ssuer;

(c) the Assignment Agreement, properly executed on behalf of the Lender and the Issuer;

(cl) the Security Agreement, properly executed on behalf of the BorrOvVer;

32 4829-1392-4973.6

(e) the Deed of Trust, pro~rly executed on behalf of the Borrcwer;

(f) the Environmental Indemnity Agreement, pro~rly executed by the Borrcwer;

(g) the Guaranty, the Guarantor Security Agreement and the Guarantor Environmental Indemnity Agreement, each pro~rly executed by the Guarantor;

(h) the Subordination Agreement and the Estop~I Certificate, each pro~rly executed by the parties thereto;

(i) a certificate of the Borrcwer, certifying as to (i) the resolutions of the Board of Directors, if so authorized by the Board of Directors, of the Borrcwer, authorizing the execution, delivery and ~rformance of the B orrcwer Documents and any related documents; (ii) the Bylaws of the Borrcwer; and (iii) the signatures of the officers or agents of the Borrcwer authorized to execute and deliver the Borrcwer Documents and cther instruments, agreements and certificates on behalf of the B orrcwer;

U) copies of the Articles of Incorporation of the Borrcwer and the Guarantor, each certified within 30 days of the Closing Date by the Secretary of State of the State;

( k) a certificate of good standi ng i ssued as to each of the B orrcwer and the Guarantor by the Secretary of State of the State dated nct more than 30 days priorto the Closing Date;

(I) certificates of good standing or exemption letters issued as to each of the B orrcwer and the G uarantor by the F ranchi se Tax B oard of the State dated not more than 30 days prior to the Closing Date;

(m) a certificate of the Guarantor, certifying as to (i) the resolutions of the Board of Directors, if so authorized by the Board of Directors, of the Guarantor, authorizing the execution, delivery and ~rformance of the Guarantor Documents and any related documents; ( i i) the Bylaws of the G uarantor; and ( i i i) the si gnatures of the officers or agents of the Guarantor authorized to execute and deliver the Guarantor Documents and other instruments, agreements and certificates on behalf of the Guarantor;

( n) a resol uti on adopted by the I ssuer authori zi ng the B orrcwer Loan and the Issuer Loan Obi i gati on and the transactions contemplated hereunder;

( o) a closing certificate of the Issuer in a form reasonably acceptable to the Lender's counsel;

(p) UCC-1 financing statement(s) as required by the Lender to ~rfect the security interests of the Issuer and assignment to the Lender;

(q) current searches of appropriate filing offices shcwing that (i) no state or federal tax liens have been filed and remain in effect against the Borrcwer; (ii) no financing statements have been fi I ed and remain in effect against the B orrcwer relating to the

33 4829-1392-4973.6

Collateral except those financing statements filed by the Lender, or financing statements which will be terminated upon closing of the financing contempated hereunder; and (iii) the Lender has duly filed all financing statements necessary to perfect the security interest created pursuantto this Loan Agreementto the extent such interest can be perfected by fi Ii ng a financing statement;

(r) a competed and executed Form 8038 or evidence of filing thereof with the Secretary of Treasury;

(s) an opinion of counsel to the BorrOvVer addressed to Kuta!<. Rock LLP, as Special Counsel, the Lender and the Issuer, in form and substance acceptable to the Lender and the Issuer and addressing the matters described in Exhibit C hereto;

(t) an opinion of Special Counsel addressed to the Lender, in form and substance acceptable to the Lender, with a reliance letter with respect to such op nion letter addressed to the I ssuer;

( u) evidence of payment of the I ssuer I ssuance Fee and the i ni ti al Issuer Annual Fee;

(v) evidence of payment to the Lender of the Lender's costs and expenses in connection with the execution of the Loan Documents;

(w) a I ender I etter of representations executed by the Lender, in the form attached hereto as Exhibit B and such other certificates of the Lender reasonably requested by Lender's counsel and counsel for the Issuer;

(x) certificates of the insurance required under Section 7.04 of this Loan Agreement;

(y) a Docket Search of the Superior Court of California, County of Orange and the United States District Court forthe Central District of California;

(z) an opinion of counsel to the I ssuer addressed to the I ssuer and the Lender, in form and substance acceptable to the I ssuer and the Lender;

(aa) the Lender shall pravide information to which it has access in its ordinary course of business that is requested by the Issuer for purposes of its compliance with CaliforniaGavernment Code Section 8855;

(bb) the Final Appraisal of the Property evidencing thatthe loan-to-value ratio, based on the f ai r market val ue of the Property, i s not greater than 5 5°/o ; and

(cc) any other documents or items reasonably required by the Lender or the Issuer

Section 5.02. Conditions Precedent To Disburse the Loan Proceeds. The Lender's agreement to disburse Loan Proceeds from the Prqject Fund shall be subject to the further

34 4829-1392-4973.6

conditions that Lender shal I have determined that no Material Adverse Change has occurred, and shal I have received or waived the requirement for al I of the fol I cwi ng, each in form and substance sati sfactory to the Lender with respect to each Di sbursement Request:

(a) a fully executed Disbursement Request substantially in the form attached hereto as Exhibit F, with al I app-opriate supporting documents attached thereto;

(b) copies of fully executed applications for payments submitted O\f the Contractor on AIA Document 702 and 703 or alternative payment requests acceptable to the Lender, with all supporting documentations required thereO)I;

(c) waivers and releases of any mechanics' lien, stop notice claim, equitable lien claim or other lien claim rights from Persons that have actually supplied labor, rraterials or services in connection with the construction of the lmpravements, if appl i cable;

( cl) the certification O\f the B orravver that no Event of Default exists, and, to the best of its kncwledge, no event has occurred and no condition exists that, after notice or I apse of ti me, or both, would constitute an Event of Default;

(e) payment of Lender Fees, commissions and expenses required O\f Section 12. 03 hereof; and

(f) such other inforrration and documents as Lender rray reasonably require related to such disbursement request.

Section 5.03. Conditions Precedent To Disburse FundsfromtheCapital Expenditure Reserve Account. The Lender's agreement to disburse funds from the Capital Expenditure Reserve Account shal I be subject to the further conditions that Lender shal I have determined that no Material Adverse Change has occurred, and shal I have received or waived the requirement for al I of the fol I avvi ng, each i n form and substance sati sfactory to the Lender with respect to each Captal Expenditure Draw Request:

(a) a fully executed Capital Expenditure Draw substantially in the form attached hereto as Exhibit G, with al I app-opriate supporting documents attached thereto;

(b) if requested O\f the Lender, copes of fully executed applications for payments submitted O\f the Contractor on AIA Document 702 and 703 or alternative payment requests acceptable to the Lender, with all supporting documentations required thereO)I;

( c) waivers and releases of any mechanics' lien, stop notice claim, equitable lien claim or other lien claim rights from Persons that have actually supplied labor, rraterials or services in connection with the captal expenditure for which such funds are requested;

35 4829-1392-4973.6

( cl) the certification by the B orravver that no Event of Default exists, and, to the best of its kncwledge, no event has occurred and no condition exists that, after notice or lapse of time, or both, would constitute an Event of Default;

( e) payment of Lender Fees, cornmi ssi ons and expenses required by Section 12. 03 hereof; and

(f) such other information and documents as Lender may reasonably require related to such disbursement request.

Section 5.04. Limitations to Disbursement. Notwithstanding anything to the contrary contained in this Loan Agreement, the Lender need not permit any draw of Series B Loan Proceeds or any withdrawal from the Prqject Fund or the Capital Expenditure Reserve Account at any time if:

(a) the Facilities or the lmprcwements, or any portion thereof, are materially damaged by fire or other casualty and nct fully repaired and restored, unless the Lender actually receives insurance proceeds or a cash deposit from the Borravver sufficient in the Lender' s j udgmentto pay for the complete repai r or replacement of the darrnged F aci I i ti es in a timely manner;

( b) the Lender reasonably bel i eves that wi thhol di ng di sbursement i n whd e or in part is required by applicable mechanics' lien or stop notice laws (unless the Borravver has olXai ned a bond reasonably sari sfactory to the Lender sufficient to al I avv the Lender to make such disbursement in accordance with California law); or

(c) an Event of Default has occurred and is continuing under this Loan Agreement or, any of the other Loan Documents, any cther agreement between the Lender and the B orrcwer, or the B orravver is in default under any other agreement regarding the development of the Property, including without limitation, any subdivision agreement, i mprcwement agreement, or development agreement.

ARTICLE VI

SECURITY INTEREST

Section 6.01. Change in Name or Corporate Structure of the Borrcwer; Change in Location of the Borrower's Principal Place of Business. The Borrower's chief executive office is located at the address set forth in Section 12.04 hereof, and all of the Borrower's records relating to its business are kept at such location. The Borravver hereby agrees to pravidewritten notice to the Lender and the I ssuer of any change or proposed change i n its name, corporate structure, state of its incorporation or organization, place of business, chief executive office or tax identification number. Such notice shal I be pravi ded 30 days in advance of the date that such change or proposed change is planned to take effect.

Section 6.02. Security Interest. The Borravver hereby authorizes the Lender to file any financing statement (and any amendments or continuations to any financing statement) necessary to perfect the security interest granted in this Loan Agreement underthe laws of the State. Pursuant

36 4829-1392-4973.6

to Section 5451 of the Gavernment Code of the State, the pledge of the Payments lJy the Issuer for the repayment of the principal of, prerniurn, if any, and interest on the Issuer Loan Obligation constitutes a first I ien and security interest which i rnrnediately attaches to such Payments, and is effective and binding against the Issuer, the B orrOvVer, their successors, creditors and al I others asserting rights therein irrespective of whetherthose parties have notice of the pl edge, irrespective of whether such announts are or rnay be deemed to be a fixture and without the need for physical delivery, recordation, filing or further act.

Section 6.03. Assignment of Insurance. As additional security for the payment and performance of the Borrower's obligations under this Loan Agreement, the BorrOvVer herel:Jy assigns to the Lender, as assignee of the Issuer, a security interest in any and all moneys (including, without limitation, proceeds of insurance) due or to become due under, and all cther rights of the BorrOvVer with respect to, any and all policies of insurance nOvV or at any ti me hereafter caveri ng the Property or any evidence thereof or any business records or valuable papers pertaining thereto, and the B orrcwer shal I direct the issuer of any such policy to pay al I such moneys directly to the Lender for app ication in accordance with Article IX. The Borrcwer herel:Jy assigns to the Lender, as assignee of the I ssuer, any and al I moneys due or to become due with respect to any condemnation proceeding affecting the Property. Net Proceeds of any insurance award resulting frorn any damage to or destructi on of any porti on of the Property lJy fi re or ct her casualty, as applicable, of any title insurance award, or of any eminent domain or condemnation award resulting frorn any event described in Section 9.01 hereof shall be applied as prCNided in Section 9. 02 hereof. At any ti me, afterthe occurrence and during the continuance of any Event of Default, the Lender rnay (but need not) in furtherance of rights pursuanttoArticle IX hereof, in the Lender's name or in the Borrower's name, execute and deliver proof of claim, receive all such moneys, endorse checks and cther instruments representing payment of such moneys, and adjust, Ii ti gate, cornprorni se or rel ease any cl ai rn against the issuer of any such policy or party in any condernnati on proceedi ng.

ARTICLE VII

AFFIRMATIVE COVENANTS OF BORROWER

Section 7.01. Maintenance of the Property.

(a) The BorrOvVer shall, at itsOvVn commercially reasonable expense, maintain, preserve and keep the Property in good repair, working order and condition consistent with its past practice, and shal I frorn time to time rnake all reasonable repairs and replacements necessary to keep the Property in such condition, and in cornpliancewith State and federal laws (except if noncompliance will not have an Material Adverse Effect), ordinary wear and tear excepted. In the event that any parts or accessories forming part of any itern or i terns of the Property become worn out, I ost, destroyed, damaged beyond repai r or ctherwi se rendered unfit for use, the B orrOvVer, at its OvVn cornmerci al I y reasonable expense and expeditiously, will rep ace or cause the repacement of such parts or accessories lJy replacement parts or accessories free and clear of al I I iens and encumbrances and with a value and utility at least equal to that of the parts or accessories being replaced (assuming that such replaced parts and accessories were ctherwi se i n good worki ng order and repai r) if such replacement is necessary to maintain, preserve and keep the Property in good repair,

37 4829-1392-4973.6

wITki ng ITder and cmditi m consistent with its past r:;racti ce. A 11 such rep acement parts and accessories shal I be deemed to be incorporated immediately into and to constitute an integral portion of the Property and, as such, shal I be suqj ect to the terms of this Loan Agreement. Neitherthe Issuer northe Lender shall have any responsibility in any of these rratters, or forthe malking of repairs to the Property or additions to the Property.

(b) The BITravver shall observe and campy with all legal requirements applicable to the avvnership, use and operatim of the Property, including the terms and conditions set forth in this Loan Agreement and the Tax Regulatory Agreement. The BITravver shall perrrit the Lender and its agents, rep-esentatives and empoyees, upon reasonable pri IT ncti ce to the B ITravver, to examine and inspect the Col I ateral and the Property and cmduct such environmental and engineering studies as the Lender rray reasonably require IT as often as the Lender and/orthe Issuer reasonably deems necessary to deterrri ne whetherthe Borravver is in cornpl iance with Environmental Laws, prcwided such inspectims and studies are cmducted during normal business hours and do nct rraterially interfere with the use and operation of the Property. Such environmental and engineering studies shall be at the Borrower's commercially reasonable expense, provided that the Lender provides the Borrower with evidence of the Lender's reasonable belief that there is an environmental IT structural cmditim at the Property that could have a rraterial adverse effect on the Lender's security under the Loan Documents.

( c) The B orrcwer wi 11 defend the Property against al I claims or demands of al I Persons (other than the Lender hereunder and other than Permitted Encumbrances) clairringthe Property or any interest therein.

Section 7.02. ComplianceWith LawsandObligation. TheBorrcwerwill compywith the requirements of applicable I aws and regulations and rrateri al contractual obi i gati ms, the noncompliance with which would have a Material Adverse Effect; prcwided, havvever, nothing herein shall preclude the Borrower's right to contest in good faith by appropriate proceedings any claim of nmcompl i ance or breach.

Section 7.03. Payment of Taxes and Other Claims. The BITrcwerwill pay or discharge, when due, (a) all taxes, assessments and governmental charges levied or imposed upm it or upm its income or p-ofits, upm any properties belonging to it (including, without limitation, the Property) IT upm IT against the creation, perfection or continuance of the security interest created pursuant to this Loan Agreement or any of the Loan Documents, prior to the date m which penalties attach thereto; (b) all federal, state and local taxes required to be withheld lJy it; and (c) all lawful claims fIT labor, rraterials and suppies which, if unpaid, might lJy law beccrne a lien or charge upm any properties of the B orrcwer; prcwi ded, that the B orravver shal I not be required to pay any such tax, assessment, charge or claim whose amount, appicablity or validity is being contested i n good faith lJy appropri ate p-oceedi ngs. The B orravver wi 11 pay, as the same respectively come due, all gas, water, steam, electricity, heat, pcwer, telephme, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property; p-avi ded, that the B ITrcwer shal I not be required to pay any such charge whose amount, applicabl ity or validity is being contested in good faith lJy approp-iate proceedings.

Section 7.04. Insurance; Indemnity.

38 4829-1392-4973.6

(a) During the cmstructim of any imprcwements to the Facilities with an aggregate cost in excess of $150,000, Borrower shall maintain builder's risk insurance, including theft, to insure, without limitatim, all buildings, materials, suppies, temporary structures, foundations, cther underground property, tenant impravements, and all other property on-site and while in transit (subject to policy sullimits) which is to be used in fabrication, constructi m, and completion of such I mprcwements being cmstructed, and to remain in effect unti I al I such I mpravements being constructed have been completed and accepted by Borrower and the Lender (or the Lender's designee) and a certificate of occupancy, if applicable, has been issued. Such insurance shall be in an amount nct less than $49,9<:Xl,CXX) and be pravided on a replacement cost value basis and shall (i) be on a non-reporting, comp etedval ue, form; (ii) ccwer damage to I andscapi ng and debris remcwal expense (including remcwal of pollutants as availalle O\f standard underwriting pacements); (iii) pravide that BorrOvVer can complete and occupy the premises without further written consent from the insurer; (iv) not exclude losses due to explosions, col I apses, or underground hazards; (v) caver soft costs and continuing expenses not directly involved in the direct cost of cmstructi m or renavati m, including interest on mmey borrOvVed to finance cmstructi m or renavati on, advertising, promcti on, real estate taxes and other assessments, the cost of renegotiating I eases, architectural and engineering costs, legal and accounting costs, and other expenses incurred as the result of property loss or destruction O\f the insured peri I; (vi) caver riots, civi I commoti m, vandalism, and malicious nischief; (vii) not contain any safeguard warranties that are not fulfilled prior to policy pacement; and (viii) nct contain any monthly limitation. The BorrOvVer shall pravide or cause to be provided to the Lender a copy of the builder's risk insurance policy on or prior to the commencement of the construction of any i mpravements with an aggregate cost in excess of $250,CXX).

(b) If requested O\f the Lender with respect to any time any I mpravements with an aggregate cost in excess of $250,CXX) are under construction, Borrcwer shall cause each Contractor performing any of such cmstruction work to maintain worker's compensation insurance or other applicable insurance providing coverage for injuries to such Contractor's personnel, auto Ii abi I ity insurance, and general Ii abi I ity insurance, al I in the amounts and pravi ding caverage as is reasonably acceptable to the Lender.

(c) The Borrower shall at the Borrower's own expense, maintain and keep in force commercial general I iab lity and automobile liabl ity insurance against claims arising i n, on or about the Property, i ncl udi ng i n, on or about the si dew al ks or premi ses adj a cent to the Property, praviding caverage limits not less than $1,CXX),CXX) per occurrence and $2,CXX),CXX) in aggregate.

(cl) In addition, the BorrOvVer shall, at its OvVn expense, maintain and keep in force insurance of the types and in amounts customarily carried O\f institutions sinilar to the BorrOvVer, including but nct limited to special form perils Property caverage (in an amount not less than the full repacement cost of the Facilities, without deductions for depreci ati m, and including al I fixtures and personal property and endorsements for any non-conforming uses), flood (if the Borrower's property is located in a flood zone), property damage, workers' compensation, business interruption, and abuse or molestation liability ccwerage, ccwering, among other items, negligence in employing, investigating,

39 4829-1392-4973.6

retammg, and supervising "employees" or volunteer workers with all such insurance carried with companies, in amounts and with deductible announts customary for the Borrower's business. Alternatively, the Borrcwer may insure the Faci I ities under a blanket insurance policy or policies which caver not only the Facilities, but also other properties of the B orrcwer.

( e) A 11 of the insurance policies required hereunder shal I be issued O\f corporate insurers licensed to do business in the State and rated "A" or better by AM. Best Company, and shal I contai n a waiver of subrogati on endorsement.

(f) All certificates of insurance and "blanket" insurance policies shall reference the specific prqj ect being cavered O\f name and address. The insurance shal I be evidenced O\f the ori gi nal pol i cy or a true and certi fi eel copy of the ori gi nal pol i cy, or i n the case of Ii abi I ity insurance, O\f certificates of insurance. The insurance policies ( or true and certi fi eel copies thereof) or certificates of al I insurance required to be maintained hereunder shal I be delivered to the Lender contemporaneously with the Borrower's execution of this Loan Agreement. The Borrower shall use the Borrower's best efforts, as applicable, to deliver originals of all policies and renewals ( or certificates evidencing the same), marked "paid" ( or evidence satisfactory to the Lender of the continuing caverage) to the Lender as and when requested O\f the Lender. If the Lender has nct received satisfactory evidence of such renewal or substitute insurance in the time frame herein specified, the Lender shall have the right, but not the obligation, to purchase such insurance for the Lender's interest only. N cthi ng contained in this Section shal I require the Lender to incur any expense or take any action hereunder, and inaction O\f the Lender shal I never be considered a waiver of any right accruing to the Lender on account of this Section. If any I oss shal I occur at any ti me while an Event of Default shall have occurred and be continuing, the Lender shall be entitled to the benefit of all insurance policies held or maintained O\f the Borrcwer to the same extent as if same had been made payable to the Lender. The Lender shal I have the right, but nct the obligation to make p-emium payments, at the Borrower's expense, to prevent any cancellation, endorsement, alteration or reissuance of any policy of insurance maintained O\f the B orrcwer and such payments shal I be accepted O\f the insurer to prevent same.

(g) The Borrcwer shall give to the Lender immediate notice of any loss with an estimated replacement value in excess of $100,000 occurring on or with respect to the Property. The Borrcwer shall furnish to the Lender, upon request, certificates of insurance evidencing such caverage whi I e the Loans are outstanding.

(h) Lender shall be nanned MortgageeJl_ender Loss Payee as respects Property insurance as required in this Agreement. The Net Proceeds of the insurance required in this Section shall be app ied as pravided in Article IX hereof.

(i) As among the Lender, the Issuer and the Borrcwer, the Borrcwer assumes all risks and liabilities as respects the Project and Property, whether or not cavered O\f insurance, for loss or damage to the Property, and for injury to or death of any Person or damage to any property on or about the Property, whether such injury or death be with respect to agents or employees of the B orrcwer or of third parties, and whether such

40 4829-1392-4973.6

property damage be to the Borrower's property or the property of others. Whether or not cavered by insurance, the B ITrcwer hereby assumes responsi bi I ity for and agrees to reimb.Jrse the Lender and the Issuer for and will indemnify, defend and hdd the Lender and the I ssuer and any of their assignees, agents, emp oyees, officers and di rectors harmless from and against all liabilities, olligations, losses, damages, penalties, claims, actions, costs and expenses (including reasonable attorneys' fees) of whatsoever kind and nature, imposed on, incurred by or asserted against the Lender IT the Issuer IT their assignees, agents, employees, officers and di rectors that in any way rel ate to or arise out of this Loan Agreement or the Loans, the transactions contemplated hereby and thereby and the Property, including but not Ii mited to, (i) the avvnershi p of the Property; (ii) the delivery, lease, possession, maintenance, use condition, return or operation of components of the Property; (iii) the conduct of the Borrcwer, its officers, empoyees and agents; (iv) a breach by the Borravver of any of its cavenants IT obligations hereunder; and (v) any claim, loss, cost or expense invdving alleged damage to the environment relating to the Property, including, but not Ii mi ted to i nvesti gati on, remaval, cleanup and remedial costs. A 11 amounts payalle by the Borravver pursuanttothe immediately preceding sentence shal I be paid immediately upon demand of the Issuer or the Lender IT their assignees, agents, employees, officers and di rectors, as the case may be. This pravi si on shal I survive the terrrination of this Loan Agreement for any reason.

Section 7.05. Reporting Requirements. The Borravver will deliver, or cause to be delivered, to the Lender, and to the Issuer pursuant to subsection (n) belavv IT if ctherwise requested by the Issuer, each of the follcwing, which shall be in fITm and detail reasonably accep:abl e to the Lender and the I ssuer, as to information requested by the I ssuer:

(a) not I aterthan 150 days after and as of each fi seal year, consd i dated annual fi nanci al statements of the B orravver and the G uarantIT, i ncl udi ng therei n a balance sheet, income statement, statement of cash flows and reconciliation of the Borrower's and the Guarantor's consolidated net assets, audited by Accountants and certified, without any qualifications, by such Accountants to have been prepared in accordance with GAAP consistently applied, together, with a certificate of an Authorized B orravver Representative addressed to the Lender stating that such AuthITized Borrcwer Representative does not have kncwl edge of the existence of any event or condition constituting an uncured Default, an Event of Default IT an Event of Taxability;

(b) concurrently with each certificate of the Authorized Borrcwer Representative pravi ded pursuantto Section 7.05(a) hereof, a certificate of the Authorized BITravver Representative substantially in the form attached hereto as Exhibit E stating all relevant facts in reasonable detail to evidence (including detailed liquidity statements), and the computations as to, whether the Borravver is in compliance with the requirements set forth in Section 7.16 hereof as of June 30 of each fi seal year by the accompanying financial statements IT bank statements, as app i cable;

( c) not I ater than 60 days after and as of each J une 30 and December 31, commencing December 31, 2018, semi-annual schedule of pl edges and contributions receivalle, in a fITm reasonably accep:able to the Lender, certified by an Authorized B ITravver Representative to be true and correct in al I material respects;

41 4829-1392-4973.6

( cl) not I ater than 60 days after and as of each J une 30 and December 31, commencing December 31, 2018, semi-annual consolidated financial statements of B orrOvVer and G uarantor, i ncl udi ng therei n a balance sheet and i nconne statement, internally prepared by BorrOvVer or Guarantor in accordance with GAAP consistently applied, certified by an Authorized B orrcwer Representative to be true and correct in al I rrateri al respects;

(e) not laterthan eachJ une 30, commencingJ une 30, 2019, the BorrOvVer shall delivertothe Lenderthe Guarantor's forecasted annual financial budget forthe subsequent fiscal year (in form and content consistent with past practice or otherwise acceptable to the Lender), certi fi ed by the G uarantor and i ncl udi ng therei n a I i st of operati ng and nonoperati ng assets;

(f) not later than September 30 and January 30 of each year, the student enrollment inforrration by grade level for the Guarantor at the start of the academic year and at the start of the second semester of such academic year, respectively, including a delineation of international students, in form and substance consistent with past practice or ctherwi se reasonably acceptable to the Lender;

(g) promptly upon the occurrence and nature of any Reportable Event or Prohibited Transaction, each as defined in the E mp0yee Retirement Income Security Act of 1974, as amended or recodified from time to time ("ERISA"), or any funding deficiency with respect to any defined empl0yee pension benefit plan (as defined in ERISA) rrai ntai ned or contri buted to by the B orrOvVer;

(h) promptly upon knOvVledge thereof, nctice of any loss or destruction of or damage to any portion of the Property in excess of $250,000 or of any Material Adverse Change in the Property;

(i) promptly after the amending thereof, copies of any and all amendments to the Borrower's articles of incorporation or bylaws;

U) promptly upon receipt of notice or knOvVledge thereof by an Authorized B orrOvVer Representative, notice of the vi d ati on by the B orrcwer of any I ctN, rule or regulation, the violation of which would have a Material Adverse Effect;

(k) promptly upon written notice or kncwledge thereof, any termination or cancel I ati on of any insurance pd icy which the B orrOvVer is required to rrai ntai n hereunder, or any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause affecting the Borrower's property in excess of an aggregate of $250,000;

(I) immediately upon the Borrower's actual knowledge thereof, notice in writing of all litigation not cavered by insurance and of all proceedings before any gavernmental or regulatory agency affecting the B orrOvVer or the Guarantor which seeks a monetary recavery against the B orrOvVer or the Guarantor in excess of $250,000;

42 4829-1392-4973.6

(m) as p-omptly as p-acticable (but in any event not later than five Business Days) after an Authorized BorrOvVer Representative obtains kncwledge of the occurrence of any event that constitutes a Default or an Event of Default under the Loan Documents, noti ce of such occurrence, together with a detai I ed statement by an Authorized B orrOvVer Rep-esentative of the steps being taken by the BorrOvVer to cure the effect of such Default or Event of Default;

(n) within 30 days of receipt of a written request from the Issuer, any information necessary to fulfill the Issuer's reporting obligations under applicable law or regulation, and, without Ii miti ng the generality of the foregoing, the B orrOvVer shal I deliver, or cause to be delivered, to the Issuer, in a form and detai I reasonably acceptable to the Issuer, within fifteen (15) Business Days from and as of eachJ une 3CJh and December 3l5', representations stating (i) the aggregate principal amount of the outstanding Loan, (ii) the aggregate amount of Loan p-oceeds spent and the purposes for which they were expended, and (iii) the aggregate sum of p-i nci pal payments made on the Loan in the 6--month period ending on such date; and

( o) from ti me to ti me such other information as the Lender or the I ssuer may reasonably request, including, without limitation, other information with respect to any Col I ateral.

Section 7.06. Books and Records; Inspection and Examination. The Borrcwer will keep accurate books of record and account for itself separate and apart from those of itsAffiliates, including its officers, pertaining to the Property and pertaining to the Borrower's business and financial condition and such cther matters as the Lender andpr the Issuer may from time to time reasonably request in which true and complete entries will be made in accordance with GAAP consistently applied and, upon a written request by the Lender orthe Issuer nct more than once per calendar year or at any ti me in connection with an audit of the Issuer Loan Obi igation or after the occurrence of an Event of Default. The BorrOvVerwill permit any officer, employee, attorney or accountant for the Lender andprthe I ssuer or, atthe written request of the I ssuer to the B orrOvVer and only pursuant to a request from the Internal Revenue Service, a representative of the Internal Revenue Service, to audit, review, make extracts from, or copy any and all organization and financial books and records (but excluding any personnel, student or attorney-client privileged material andpr all other legally privileged matters) and to discuss the affairs of the BorrOvVerwith any of its officers, empoyees or agents at all times during ordinary business hours.

Section 7.07. Performance by the Lender. If the BorrOvVer at any time fails to perform or observe any of the cavenants or agreements contained in the B orrOvVer Documents ( exce[X for the Tax Regulatory Agreement), immediately upon the occurrence of such fai I ure, without further notice or I apse of ti me, but after giving effect to any app i cable notice, cure periods or contest rights of the BorrOvVer pursuant to the terms such cavenants or agreements, the Lender may, but need nct, perform or observe such ccwenant on behalf and in the name, pl ace and stead of the Borrower (or, at the Lender's option, in the Lender's name) and may, but need not, take any and al I cther actions which the Lender may reasonably deem necessary to cure or correct such failure (including, without limitation, the payment of taxes, the satisfaction of security interests, liens or encumbrances, the performance of obi i gati ons OvVed to account delXors or other obi i gars, the p-ocurement and maintenance of insurance, the execution of assignments, security agreements and

43 4829-1392-4973.6

financing staterrents, and the endorserrent of i nstrurrents); and the B orrcwer shal I thereupon pay to the Lender on demand the amount of al I moneys expended and al I reasonable costs and expenses (including reasonable attorneys' fees and legal expenses) incurred by the Lender in connection with or asa result of the performance or observance of such agreerrents or the taking of such action by the Lender, together with interest thereon from the date expended or incurred at the Default Rate. In furtherance of the foregoing, the B orrcwer hereby irrevocably appoints the Lender, orthe delegate of the Lender, acting alone, as the attorney in fact of the Borrcwer, with a I imited power of attorney, coupled with an interest, with the right (but not the duty) from tirre to ti rre to create, prepare, compete, execute, deliver, endorse or file in the narre and on behalf of the Borrcwer any and al I i nstrurrents, docurrents, assi gnrrents, security agreerrents, financing staterrents, applications for insurance and cther agreerrents and writings relating to the Property required to be obtained, executed, delivered or endorsed by the Borrcwer under this Loan Agreerrent.

Nctwithstandi ng anything herein to the contrary, the Issuer shal I have no obligation to and instead the Lender may, without further direction from the Issuer, take any and all steps, actions and proceedi ngs, to enforce any or al I ri ghts of the I ssuer ( ctherthan those speci fi cal I y retai ned by the Issuer pursuant to this Loan Agreerrent) under this Loan Agreerrent, including, without limitation, the rights to enforce the rerredies upon the occurrence and continuation of an Event of Default and the obi igations of the Borrcwer under this Loan Agreerrent.

Section 7.08. Preservation of Existence. The Borrcwerwill preserve and maintain its existence, its status as a nonprofit corporation and an organization described in Section 501 (c)(3) of the Code, and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business; and shal I conduct its business in an orderly, efficient and regular manner. The B orrcwer shal I hold itself out to the public as a I egal entity separate and di sti net from any cther entity (including any Affiliate thereof). So long as the Issuer Loan Obi igation, or any portion thereof, remains outstanding, the B orrcwer wi 11 be qualified to transact business in the State and wi 11 be engaged in business in the State.

Section 7.09. No Liability for Consents or Appointments. Whenever any pravision herein pravides forthe giving of consent or direction by the Issuer, the Issuer shall not be I iable to the Borrcwer or to the Lender for the giving of such consent or direction or for the withholding of such consent or direction. The Issuer shall have no liability for appointrrents which are required to be made by it under this Loan Agreement or any related documents.

Section 7.10. Non-liability of the Issuer. No agreerrents or prcwisions contained in this Loan A greerrent nor any agreerrent, cavenant, or undertaking by the I ssuer in connection herewith shall give rise to any pecuniary liability of the Issuer or a charge against its general credit, or shall obi i gate the Issuer financially in any way, exce[X as may be payable from Payrrents made pursuant to the Borrcwer Loan and their application as pravided herein. No failure of the I ssuerto comply with any term, cavenant, or agreerrent contained herein, or in any docurrent executed by the Issuer in connection herewith, shall subject the Issuer to liablity for any claim for damages, costs, or cther financial or pecuniary charge, exce[X to the extent that the sarre can be paid or reccwered from P ayrrents made pursuantto the B orrcwer Loan. N cthi ng herei n shal I pr eel ude a proper party in interest from seeking and olXaini ng, to the extent permitted by law, specific performance against the Issuer for any failure to campy with any term, condition, cavenant or agreerrent contained herein, or any obi i gati ons imposed upon the I ssuer pursuant hereto, or the breach thereof. I n

44 4829-1392-4973.6

making the agreements and pravi si ons set forth in this Loan Agreement, the Issuer has not obi i gated itself, except with respect to the appl i cation of Payments made pursuantto the B orrOvVer Loan hereunder.

Section 7.11. Expenses. The BorrOvVer ccwenants and agrees to pay, and to indemnify Issuer against all reasonable costs, charges and expenses, including fees and disbursements of attorneys, including, without limitation, fees and expenses of the Issuer's in-house and outside counsel and the fees and expenses of the California Department of Justice when acting on behalf of the Issuer, accountants, consultants and cther experts, incurred by the Issuer in good faith in connection with the Loan and the Loan Documents.

Section 7.12. No Personal Liability.

(a) The Issuer shall not be olligated to pay the principal of or interest on the Issuer Loan Obligation, except from Payments under the BorrOvVer Loan and any cther moneys and assets received by the I ssuer for such purpose pursuant to this Loan Agreement (but expressly excluding any Additional Payments due to the Issuer). Neitherthe faith and credit nor the taxing pOvVer of the State or any political subdivision thereof, nor the faith and credit of the I ssuer i s pl edged to the payment of the pri nci pal or i nterest on the I ssuer Loan Obligation. Neitherthe Issuer nor its officers, directors, agents or employees orthei r successors and assigns shal I be Ii all e for any costs, expenses, I asses, damages, claims or actions, of any conceivalle kind or any conceivable theory, under, by reason of or in connection with this Loan Agreement orthe Issuer Loan Obligation, exce[X if and only to the extent amounts are received for the payment thereof from the B orrOvVer underthi s Loan Agreement.

(b) The Lender and the Borrower hereby acknowledge that the Issuer's sole source of moneys to repay the Issuer Loan Obligation will be pravided by Payments made by the B orrOvVer under the B orrOvVer Loan pursuant to this Loan Agreement, and the B orrOvVer hereby agrees that if the payments to be made hereunder shal I ever prave i nsuffi ci ent to pay al I principal and interest on the I ssuer Loan Obi i gati on as the same shal I become due (whether by maturity, redem[Xion, acceleration or otherwise), the BorrOvVer shal I pay such amounts as are required from ti me to ti me to prevent any deficiency or default i n the payment of such pri nci pal or i nterest, i ncl udi ng, but not I i mi ted to, any deficiency caused by acts, omissions, nonfeasance or malfeasance on the part of the B orrOvVer, the Issuer or any third party, subject to any right of reimbursement from the Issuer or any such third party, as the case may be, therefor but solely, in the case of the Issuer, from the Payments or Additional Payments (other than funds paid to the Issuer pursuant to Reserved Issuer Rights), other than with respect to any deficiency caused by the willful misconduct of the Issuer.

( c) No di rector, member, officer, agent or emp oyee of the I ssuer or any di rector, officer, agent or emp oyee of the B orrOvVer shal I be individually or personally liable for the payment of any principal of or interest on the Issuer Loan Oll igation or any cther sum hereunder or be subject to any personal liability or accountability by reason of the execution and delivery of this Loan Agreement, but nothing herein contained shall

45 4829-1392-4973.6

relieve any such merri:Jer, directIT, officer, agent IT empoyee from the performance of any official duty p-avi ded by I aw IT by this Loan Agreement.

Section 7.13. BorrOvVer Indemnification of Issuer. TheBorrOvVerccwenantsandagrees as fdlOvVs:

(a) To the fullest extent permitted by law, the BorrOvVer agrees to indemnify, hold harmless and defend the Issuer, and each of its past, present and future officers, gaverning directors, officials, empoyees, attorneys and agents (collectively, the "Indemnified Parties"), against any and all losses, damages, claims, actions, liabilities, costs and expenses of any conceivable nature, kind IT character (including, without limitation, reasonable attorneys' fees, including, without limitation, fees and expenses of the Issuer's in-house and outside counsel and the fees and expenses of the California Department of Justice when acting on behalf of the Issuer, litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments) to which the Indemnified Parties, or any of them, may beconne suqject under any statutory law (including federal IT state securities I aws) IT at common I aw or ctherwi se, arising out of IT based upon IT in any way relating to:

4829-1392-4973.6

(i) the Loans orthe Issuer Documents or the execution IT amendment hereof or thereof or in connection with transactions contemplated hereby or thereby;

(ii) any act or omission of the Borrcwer or any of its agents, contractors, servants, empoyees, tenants or licensees in connection with the Project, the Property, the operation of the Property, IT the condition, environmental or ctherwise, occupancy, use, possession, conduct IT management of work done in IT about, or from the planning, design, acquisition, installation IT construction of the Property or any part thereof;

(iii) any Lien IT charge upon payments by the BorrOvVertothe Issuer and the Lender hereunder, or any taxes (including, without limitation, all ad valorem taxes and sales taxes), assessments, impositions and other charges imposed on the Issuer or the Lender in respect of any portion of the Property;

(iv) any vidation of any Environmental Laws with respect to, or the release of any Hazardous Materials from, the Property or any part thereof;

(v) the defeasance or prepayment, in whole or in part, of the Loans;

(vi) any Deterrrination of Taxability of interest on the Issuer Loan Olli gati on, or al I egati ons that interest on the I ssuer Loan Obi i gati on is taxable IT any regulatory audit or inquiry regarding whether interest on the Issuer Loan Olligation is taxable;

(vii) any untrue statement or misleading statement or alleged untrue statement IT al I eged mi sl eadi ng statement of a material fact contai ned i n any application IT diligence document prcwided in connection with the issuance of the

46

Loans or any of the documents relating to the Loans, or any omission or alleged omission from any application or di Ii gence document for the Loans of any material fact necessary to be stated therein in order to make the statements made therein, in the Ii ght of the ci rcunnstances under which they were made, not mi sl eadi ng;

pravided that the foregdng indemnification shall nct be available to the extent such damages are caused by the gross negligence or wi 11 ful misconduct of such I ndemni fi ed Party. In the eventthat any action or proceeding is brought against any Indemnified Party with respect to which indemnity may be sought hereunder, the BorrOvVer, upon written notice from the I ndernnified Party, shall, (A) whenever the Issuer or Indemnified Party is required by law to retain the California Attorney General's Office to investigate and defend the Issuer or Indemnified Party in any action or proceeding brought against the I ssuer or I ndernni fi ed Party, assume the payment of al I reasonabl e expenses related thereto whether incurred or paid prior to or follcwing receipt by the BorrOvVer of such written notice; or (B) in all other cases assume the investigation and defense thereof, including the employment of counsel selected by the BorrOvVer and reasonably appraved by the Indemnified Party, and the Borrcwer shall assume the payment of all expenses related thereto, whether incurred or paid prior to or fol I cwi ng receipt by the B orrcwer of such written nctice, with full pcwer to litigate, compromise or settle the same in its sole discretion; pravided thatthe Indemnified Party shall have the rightto review and apprCNe or disapprave any such compromise or settlement. Each Indemnified Party shall have the right to emp oy separate counsel in any such action or proceeding and participate in the i nvesti gati on and defense thereof, and the B orrOvVer shal I pay the reasonable fees and expenses of such separate counsel; prCNided, hOvVever, that such Indemnified Party may only emp oy separate counsel atthe expense of the B orrOvVer if in the reasonable judgment of such I ndernnified Party a conflict of interest exists by reason of common representation or if al I parties commonly represented do not reasonably agree as to the action ( or inaction) of counsel.

(b) The rights of any Indemnified Party to indemnity hereunder and rights to payment of fees and reimbursement of expenses pursuant to this Loan Agreement shall survive the final payment or prepayment of the I ssuer Loan Obi i gati on. The prCNi si ons of this Section shall survive the termination of this Loan Agreement.

Section7.14. BorrOvVer Indemnification of Lender. The BorrOvVer cavenants and agrees as fol I OvVs:

(a) to indemnify and hd d harmless, to the extent permitted by I=, the Lender and its A ffi I i ates, thei r respective i ncorporators, members, commi ssi one rs, di rectors, officers, agents and employees ( collectively, the "Lender Indemnified Persons") against all liability, losses, damages, all reasonable costs and charges (including reasonable fees and disbursements of attorneys, accountants, consultants and other experts), taxes, causes of action, suits, claims, demands and judgments of every conceivable kind, character and nature whatsoever, by or on behalf of any Person arising in any manner from the transaction of which this Loan Agreement is a part or arising in any manner in connection with the Projectandprthe Property, including, butnotlimitedto, losses, claims, damages, liabilities or reasonable expenses arising out of, resulting from or in any way connected with (i) the

47 4829-1392-4973.6

wITk done on the Property or the operation of the Property during the term of this Loan Agreement, including, without limitation, any liability fIT any loss or damage to property IT any injury to or death of any Person that may be occasioned by any cause whatsoever pertaining to the Property; (ii) any violation of contract, agreement (including this Loan Agreement and the Tax Regulatory Agreement) or restriction relating to the Property; (iii) any violation of law, ordinance or regulation affecting the Property or any part thereof IT the cwnershi p or occupancy or use thereof; or (iv) the carrying out of any of the transactions contemplated by this Loan Agreement and al I related documents;

(b) promptly after recei[X by a Lender Indemnified Person of notice of the commencement of any action in respect of which i ndemni fi cation may be sought under this Section 7.14, the Lender Indemnified Person shall promptly notify the BITrcwer in writing, but the delay to so nctify the Borrcwer will not relieve the Borrcwer from any liablity which it may have to any Lender Indemnified Person underthis Section 7.14 otherthan to the extent of prejudice caused directly or indirectly by such delay nor affect any rights it may have to participate in andpr assume the defense of any action brought against any Lender Indemnified Person. I n case such claim or action is brought against any Lender Indemnified Person, and such Lender I ndemni fi ed Person ncti fies the B orrcwer of the commencement thereof, the BITrcwer will be entitled to participate in and, to the extent that it chooses so to do, to assume the investigation and defense thereof (including the employment of counsel reasonably satisfactory to the Lender), and the Borrcwer shall assume the payment of al I fees and expenses relating to such i nvesti gati on and defense and shal I have the right to negotiate and consent to settlement thereof. Each Lender Indemnified Person shal I have the right to employ separate counsel in any such action and to participate in the defense thereof, and after nctice from the Borrcwer of its election to assume the defense thereof, the fees and expenses of such separate counsel shal I be at the expense of the Borrcwer, if such Lender Indemnified Person reasonably determines, with the advice of counsel, that a conflict of interest exists between such party and the B ITrcwer in connection with such action. The Borrcwer shall not be obligated to any Lender Indemnified Person pursuant to this paragraph if it has nct received nctice of the action with respect to which indemnification is sought. The Borrcwer shall nct be liable for any settlement of any such action effected without its consent, but, if settled with the consent of the Borrcwer or if there be a final judgment fIT the plaintiff in any such action as to which the B orrcwer has received notice in writing as herei nal:Jave required, the B ITrcwer agrees to indemnify and hd d harmless the Lender I ndemni fi ed Person from and against any I oss or Ii abi Ii ty by reason of such settlement or judgment to the extent pravi ded in this Section 7.14;

(c) notwithstanding the previous pravisions of this Section 7.14, the Borrcwer is not liable for or olligated to indemnify or to hold harmless any Lender Indemnified Person against any I oss IT damage to property or injury or death to any Person or any other loss or liab lity if and to the extent such loss, damage, liabl ity, injury or death results from the gross negligence or wi 11 ful misconduct of any Lender I ndemni fi ed Person seeking such indemnification; and

( cl) the B ITrcwer shal I reimburse each Lender I ndemni fi ed Person for its respective costs incurred in connection with any of the foregoing within 30 days after such

48 4829-1392-4973.6

Lender Indemnified Persm gives a written demand therefor, whether or nct an action is actually commenced or concluded. Any payments not made when due shal I bear interest at the Default Rate from the date such payment was due unti I fully paid.

All indemnifications lJy the Borrcwer in this Section 7.14 shal I survive (i) the termination of this Loan Agreement, (ii) payment of the indebtedness hereunder, (iii) sale or cthertransfer of the Property lJy the Borrcwer, and (iv) the exercise of any of the Lender's other rights and remedies under the Loan Documents or at law.

Section 7.15. Cavenant to Enter Into Agreement or Contract To Pravide Ongoing Disclosure. The BorrOvVer and the Lender intend that this Loan Agreement be exempt from the requirements of Paragraph (b)(S)(i) of the Securities and Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934, as annended ( 17 CFR Part 240, § 240. l 5c2-12) (the "Rule"). The Borrower hereby covenants and agrees that if this Loan Agreement ceases to be exem[X under the Rule, the B orrOvVer wi 11 enter into an agreement or contract, constituting an undertaking, to pravide ongoing disclosure as may be necessary to comply with the Rule as then in effect. In no event will the Issuer have any liability or obligation to pravide disclosure under the Rule or to enforce any obi i gati ons of B orrOvVer to pravi de di sci osure under the Rule.

Section 7.16. Financial Ccwenants. The BorrOvVer and Guarantor, on a consolidated basis, shall maintain a Debt Service Caverage Ratio of not less than 1.30 to 1.00, measured annually based on the consolidated audited consolidated financial statements of the BorrOvVer and the Guarantor, as of the end of each fi seal year, commencing with the fi seal year endi ngJ une 30, 2019; pravided, hOvVever, that for the fiscal year endingJ une 30, 2019, principal payments made with respect to the Prior Obligations shall be disregarded.

Section 7.17. Deposit Relationship. TheBorrOvVerandtheLenderagreeasfollOvVs:

(a) So long as the Loans are outstanding and Farmers and Merchants Bank of Long Beach or an Affiliate thereof is the Lender hereunder and is pravidi ng commercially reasonable services, the B orrOvVer shal I, and the B orrOvVer shal I cause the Guarantor to, maintain its primary depository relationship with the Lender.

(b) The B orrOvVer authorizes the L enderto make automatic deductions from the following deposit account (the "Account") maintained by the Borrower at the Lender's offices in orderto pay, when and as due, al I of the Payments that the B orrOvVer is required or obligated to make under this Loan Agreement:

Without Ii mi ting any of the terms of the Loan Documents, the B orrOvVer acknOvVI edges and agrees that if the BorrOvVer defaults in its obligation to make a Payment because the collected funds in the Account are insufficientto make such Payment in full on the date that such Payment is due, then the BorrOvVer shall be responsible for all late payment charges and other consequences of such default lJy the B orrOvVer under the terms of the B orrOvVer Documents.

49 4829-1392-4973.6

(c) Subject to Section 7.17(d) belcw, this authorization shall continue in full force and effect unti I the date which is five Business Days after the date on which the Lender actual I y receives written noti ce from the B orrcwer exp-essl y revoki ng the authority granted to the Lender to charge the Account for Payments in connection with the Loans. No such revocation by the Borrcwer shall in any way release the Borrcwer from or otherwise affect the Borrower's obligations under the Borrower Documents, including the Borrower's obligations to continue to make al I Payments required under the terms of this Loan Agreement.

(cl) In the event the Borrower fails to comply with any of the Lender's rules, regulations, or policies relating to the Account, including requirements regarding mini mum balance, service charges, cwerdrafts, insufficient funds, uncdlected funds, returned items and limitations on withdrawals, the Lender, at its o[Xion and in its sole discretion, shall have the right to terminate the arrangement for automatic deductions from the Account pursuant to this Section at any time effective upon written nctice of such election (a "Failure to Comply Termination Notice") given by the Lender to the Borrower.

(e) The Lender, at its option and in its sde discretion, also reserves the rightto terni nate the arrangement for automatic deductions from the Account pursuant to this Section without cause at any time effective upon written notice of such election (a "Discretionary Termination Notice") given by the Lender to the Borrower.

Section 7.18. Tax Cavenants of the Issuer and the Borrcwer.

4829-1392-4973.6

(a) The Issuer cavenants as fol I cws:

(i) The Issuer shall nct take any action, or fai I to take any action within its contrd and required of it by the Issuer Documents, if such action or failure to take such action would result in the interest on the I ssuer Loan Obi i gati on not being excluded from gross income for federal income tax purposes under Section 103 of the Code. Without limiting the generality of the foregdng, the Issuer cavenants that it will comply with the requirements applicalle to it of the Tax Regulatory Agreement which is incorporated herein as if fully set forth herein; pravided, hcwever, that with regard to the ccwenants of the Issuer to act or refuse to act in a certain manner in the future pursuant to this Section or the Tax Regulatory Agreement, the Issuer is relying exclusively on the B orrcwer to act or refuse to act in the appropriate manner except to the extent a particular action by the Issuer is required or prohibited. Any requirement that the I ssuerwi II not permit or all cw an action, or similar requirement, shall pertain sdely to the actions of the Issuer and the Issuer shal I have no obi i gati on to cause or prevent, or to attempt to cause or p-event, any action by the B orrcwer, nor shal I the Issuer be deemed to be in breach of this Loan Agreement if it is prevented from compying with its obligations hereunder as a direct or indirect result of the Borrower's actions or omissions. This cavenant shal I survive the payment in ful I and prepayment of the I ssuer Loan Obligation.

50

4829-1392-4973.6

(ii) In the event that at any time the Issuer is of the opinion that for purposes of this Section it is necessary or helpful to restrict or Ii mit the yield on the investment of any moneys under this Loan Agreement, the Issuer shall so instruct the BorrOvVer in writing accompanied by a supporting opinion of Special Counsel, and the B orrOvVer shal I take such action as may be directed by the Issuer.

(iii) Nctwithstanding any pravisions of this Section, if the Issuer pravides to the BorrOvVer an opinion of Special Counsel to the effect that any specified action required under this Section is no longer required or that some further or different action is required to maintain the exclusion from federal i ncorne tax of interest on the Issuer Loan Obligation, the BorrOvVer may conclusively rely on such opinion in complying with the requirements of this Section and the Tax Regulatory Agreement, and the cavenants hereunder shall be deemed to be modi fi ed to that extent.

(b) The B orrcwer cavenants as fol I cws:

(i) The BorrOvVerwi II not take any action that would cause the interest on the I ssuer Loan Obi i gati on to become incl udalbl e in gross income of the recipient for federal income tax purposes under the Code (including, without Ii mitati on, intentional acts under Treas. Reg. § l.148-2(c) or deliberate action within the meaning of Treas. Reg. § l.141-2(d)), and the BorrOvVerwil I take andwi II cause its officers, empoyees and agents to take all affirmative actions legally within its pOvVer necessary to ensure that the interest on the Issuer Loan Obi i gati on does nct become incl udabl e in gross income of the reci fl ent for federal income tax purposes under the Code (including, without I irritation, the calculation and payment of any rebate required to preserve such exclusion). Without limiting the generality of the foregd ng, the B orrcwer cavenants that it shal I comply with the requirements of the Tax Regulatory Agreement, which is incorporated herein as if fully set forth herein. This cavenant shall survive the payment in ful I and prepayment of the Loans.

(ii) The Issuer has cavenanted in this Loan Agreement to take any and all actions within its control necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal gavernment, to the extent that such Section is appicalble to the Issuer Loan Obi igation. In furtherance of this ccwenant, the BorrOvVer, on behalf of the Issuer, hereby cavenants (A) initially, on or before September 1, 2023 and on or before September 1 of every fifth year thereafter, to cal cul ate, or cause to be calculated, the "rebate amount" in accordance with Section l 48(f) and Section 1.148-2 of the Regulations; (B) to pravide such calculations to the Issuer within 30 days of each cal cul ati on date; and ( C) to pay the federal government any such "rebate amount" so calculated to the extent required by Section 148(f) of the Code. The B orrOvVer further agrees to comply with the pravisions and requirements of the Tax Regulatory Agreement relating to the Issuer's obligation to pay the rebate amount as required hereunder and under Section 148 of the Code.

51

(iii) Nctwithstanding any pravisions of this Section, if the BorrOvVer pravi des to the Issuer an op ni on of Special Counsel to the effect that any specified action required under this Section is no I anger required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the Issuer Loan Obligation, the Issuer may conclusively rely on such opinion in complying with the requirements of this Section and the Tax Regulatory Agreement, and the cavenants hereunder shall be deemed to be modified to that extent.

Nctwithstandi ng anything herein to the contrary, the Issuer shall have the right to enforce the Borrower's covenants, agreements and representations in the Tax Regulatory Agreement against the B orrOvVer pursuant to the terms thereof.

Section 7.19. Office of Foreign Assets Contrd; Patriot Act Compliance.

(a) The B orrOvVer is not an entity (i) whose property or interest in property is ll ocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 4<xl79(2001)); (ii) who engages in any dealings or transactions prohi bted by Section 2 of such executive order, or is ctherwise associated with any such Person in any manner violate of such Section 2; or (iii) who is on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury's Office of Foreign Assets Contrd regulation or executive order.

(b) The BorrOvVer is in compliance with the Patriot Act. No proceeds of the BorrOvVer Loan will be used, directly or indirectly, for payments to any gavernmental offi ci al or employee, pol i ti cal party or its official s, can di date for pol i ti cal office, or anyone el se acti ng i n an official capacity, i n order to obtai n, retai n or di rect busi ness or olXai n any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

Section 7.20. Compliance With Documents. The BorrOvVer agrees that it will perform and campy with each and every cavenant and agreement required to be performed or observed by it in each of the Loan Documents to which it is a party, which pravisions, as well as related defined terms contained therein, are hereby incorporated by reference herein with the same effect as if each and every such pravi si on were set forth herei n i n its enti rety al I of whi ch shal I be deemed to be made for the benefit of the Lender and shall be enforceable against the Borrcwer. To the extent that any such incorporated pravision permits the Borrcwer or any cther party to waive compliance with such prcwision or requires that a document, opnion or other instrument or any event or condition be acceptable or satisfactory to the BorrOvVer or any cther party, for purposes of this Loan Agreement, such pravision shall be compied with unless it is specifically waived by the Lender in writing and such document, opinion or other instrument and such event or condition shall be accep:alle or satisfactory only if it is acceptable or satisfactory to the Lender which shall only be evidenced by the written appraval by the Lender of the same. No termination or amendmentto such ccwenants and agreements or defined terms or rel ease of the B orrcwer with respect thereto made pursuant to the Loan Documents to which the Borrcwer is a party, shall be

52 4829-1392-4973.6

effective to terrri nate or amend such cavenants and agreements and defined terms or release the B orrcwer with respect thereto i n each case as i ncorporated by reference herei n with out the p-i or written consent of the Lender. Notwithstanding any termination or expiration of such other Loan Document to which the Lender is a party, the Borrcwer shall continue to observe the cavenants therein contained for the benefit of the Lender unti I the termination of this Loan Agreement and the payment in full of the Loans and all cther Olligation. All such incorporated cavenants shall be in addition to the express ccwenants contained herein and shall not be limited by the express cavenants contained herein nor shal I such incorporated ccwenants be a Ii mitati on on the exp-ess cavenants contained herein.

Section 7.21. ComplianceW ith E RI SA. Except as would nct reasonally be expected to result in a Material Adverse Effect, the Borrcwer and each member of the Contrd led Group shal I (a) remain at all times in comp iancewith al I applicable lctvVs (including any legally available grace periods) with respect to any Plan, (b) at no time maintain any Plan that has Unfunded Vested Liablities, and (c) maintain each Plan as to which it may have any liablity in compliance in all material respects with the applicalle prcwisionsof ERISA, the failuretocompywith which could subject the Borrcwer or a member of its Contrd led Group to any tax or penalty.

Section 7.22. Environmental Laws. The Borrcwer shall comply with all appicable Environmental L ctvVs ( except if noncompliance wi 11 nct have a Material A clverse Effect) and cure any defect ( or cause other Persons to cure any such defect) to the extent necessary to bring such real property cwned, leased, occuped or operated by the Borrcwer back into compliance with Environmental LctvVs and to comply with any cleanup orders issued by a gavernmental authority havi ngj uri sdi cti on there ewer. The B orrcwer shal I at al I ti mes use commercially reasonable efforts to render or maintain any real property cwned, I eased, occupied or operated by the B orrcwer safe and fit for its intended uses. The Borrcwer shall also promptly notify the Lender of any actual or alleged material failure to so campy with or perform, or any material breach, vidation or default under any Environmental Law.

Section 7.23. Cavenant to Maintain Ground Lease and Lease Agreement. The B orrcwer ccwenants and agrees that so I ong as the Loan or any portion thereof is outstanding under this Loan Agreement, itwil I maintain the Ground Lease and the Lease Agreement in full force and effect. The B orrcwer cavenants and agrees that it shal I not amend or consent to the amendment of the Ground Lease orthe Lease Agreement or waive any requirement, cavenant, default or event of default under any of them without the Lender's consent. If for any reason the Ground Lease terminates priorto its stated term, Borrcwer shall immediately nctify Lender and Special Counsel and talke such action as may be appraved by Special Counsel to assure that interest on the Loan wi 11 nct be included in gross income of the cwners thereof for federal income tax purposes.

ARTICLE VIII

NEGATIVE COVENANTS OF BORROWER

So I ong as the B orrcwer Loan shal I remain unpaid, the B orrcwer agrees that:

Section 8.01. Lien. The Borrcwer shall nct, directly or indirectly, create, incur, assume or suffer to exist any mortgage, pledge, I ien, charge, encumbrance or claim on or with respect to

53 4829-1392-4973.6

the Property, IT any portion thereof, or any other real IT personal property of the B orrOvVer, whether now owned or hereafter acquired (each, a "Lien" and together, "Liens") other than the rights of the Lender IT the Issuer as herein pravided and the Permitted Encumbrances. The BorrOvVer shall promptly, at its OvVn expense, take such action as may be necessary duly to discharge or remave any such unpermitted Lien. The BorrOvVer shall reimburse the Lender for any expenses incurred by the Lender to discharge or rerncwe any unpermi tted Li en. For the avoidance of doulX, a I ease is not considered a "Lien" hereunder.

"Lien Claims" means all claims (including mechanics liens and claims for labor, services, materials and supp i es) that by I aw have or may become a Ii en upon any of the Col I ateral or the Borrower's interest in the Property or any other property or assets of the Borrower. "Impositions" means al I rents, taxes, assessments and premi urns attributable to the Property. "Lien Claims" do not, hcwever, include any claims or liens which are Permitted Encumbrances.

Nctwithstanding anything herein or in any of the other Loan Documents to the contrary (exce[X as set forth in Section 3.04(a)), the BorrOvVer shall not be required to pay, discharge IT remove any Imposition or Lien Claim so long as the following criteria (the "Lien Contest Criteria") shall be satisfied as to the same: (a) the BITrOvVer shall contest in good faith the validity, appl i cab I ity IT amount of the I mpositi on or the Li en Claim by an appropriate I egal proceeding which operates to preventthe collection of the secured amounts and the sale of the Property or any portion thereof; (b) prior to the date on which such Imposition or Lien Claim would ctherwise have become delinquent, the BorrOvVer shall have given the Lender and the Issuer written notice of its intent to contest said Imposition IT Lien Claim; (c) the BITrOvVer either (i) shall have compliedwith the Statutory Bond Criteria set forth belOvV, (ii) shall have deposited with the Lender (IT with a court of competentjuri sdiction or other appropriate body appraved by the Lender and the Issuer) such additi anal amounts as are necessary to keep on deposit at al I ti mes, an amount equal to at least 125°/o (or such higher amount as may be required by app icable law) of the total of the balance of such Imposition or Lien Claim then remaining unpaid, plus all interest, penalties, costs and charges having accrued or accumulated thereon, IT (iii) shall have bonded aver such Imposition IT Lien Claim to the satisfaction of the Title Insurer issuing the Title Policy sothatthe same would not result in being an exception to ccwerage under such Title Pd icy, and shall have pravided to the Lender an endorsement to the Title Policy evidencing the same in form and substance reasonably acceptable to the B orrOvVer; ( cl) in the reasonable judgment of the Lender, no risk of sale, forfeiture or loss of the Borrower's or the Lender's interest in the Property or any part thereof within 30 days arises at any time; (e) such contest does not, in the Lender's reasonable discretion, have a Material Adverse Effect; (f) such contest is based on bona fide claims or defenses; (g) the Borrcwer shall prosecute any such contest with due diligence; and (h) the BITrOvVer shall prom[Xly pay the amount of such Imposition IT Lien Claim as finally determined, together with all interest and penalties payable in connection therewith. Anything to the contrary notwithstanding, the Lender shall have full pOvVer and authITity, but no obligation, to advance funds or to apply any amount deposited with the Lender underthis Section to the payment of any unpaid Imposition or Lien Claim at any time if an Event of Default shall occur, IT if the Lender reasonably determines that a risk of sale, forfeiture or loss of any interest in the Property IT any part thereof within 30 days has arisen. The BITrOvVer shall reimburse the Lender on demand for al I such advances, together with interest thereon at the Default Rate. Any surplus retained by the Lender after payment of the Imposition IT the Lien Claim for which a deposit was made shall be promptly repaid to the BITrOvVer unless an Event of Default shall have occurred, in which case

54 4829-1392-4973.6

said surplus may ~ retained O\f the Lender and applied O\f the Lender to any of the Olli gati on, as the Lender may determine in its sole discretion. The "Statutory Bond Criteria" will be deemed sati sfi ed if ( i) O\f statute i n the j uri sdi cti on where the Property i s I ocated, a bond may ~ given as security forthe particular form of Imposition or Lien Claim in question, with the effect that the Property shall ~ forever released from any Lien securing such Imposition or Lien Claim; and (ii) the Borrcwer shall cause such a lx:Jnd to~ issued, and the BorrOvVer shall campy with all cther requirements of law such that the Property shall ~ forever released from such Lien; and (iii) the BorrOvVer shall pravide to the Issuer and the Lender such evidence of the foregdng as the Issuer and pr the Lender may reasonably request.

Section 8.02. Sale of Assets. The BorrOvVer will nct sell, lease, assign, transfer or ctherwise dispose of all or substantially all of its assets (cther than in the ordinary course of business or equipment or cther personal property which has ~ome inadequate, obsolete, worn out, unsuitable, unprofitable, undesirable or unnecessary and the disposition thereof wi 11 not impair the operations of the B orrcwer) or of any of the Property or any interest therein (whether in one transaction or in a series of transactions), cther than Permitted Encumbrances, without the prior written consent of the Lender (which consent will not~ unreasonably withheld) and, if the asset to~ sold consists of the Tax-Exem[X Financed Facilities, the delivery to the Issuer and the Lender of an opnion of Special Counsel to the effect that any such sale, lease, assignment, transfer or cther disposition will not cause the interest on the Issuer Loan Obligation to~ included in gross income of the OvVners thereof. N otwi thstandi ng the previous sentence, the I ssuer Loan Obi i gati on and the B orrOvVer Loan shal I ~ome due and payable upon the sale, assignment, transfer or other disposition of the Property or any portion thereof. The BorrOvVer shall pravide the Issuer and the Lender with prior written notice of its intention to sell, lease, assign, transfer or otherwise dispose of the Property or any interest therein ( other than in the ordinary course of business) and shal I agree in writing to remain liable underthe Loan Documents. In the event of a sale, assignment or transfer of the Property or any portion thereof to an A ffi Ii ate of the B orrOvVer (which shal I al so ~ subject to the Lender's prior written consent), such purchaser, assignee or transferee shall assume in writing the Borrower's obligations under the Loan Documents.

The B orrOvVer may not enter into any I ease or sull ease of the Property without the Lender's written consent, with the exception of leases in effect as of the Closing Date and leases of a duration of nct more than 45 days.

Section 8.03. Consolidation and Merger. The BorrOvVer will nct consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all of the assets of any other Person without the prior written consent of the Lender (which consent will not~ unreasonably withheld) and the Issuer; prcwided, hOvVever, that the Borrcwer may consolidate or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a con sol i dati on or merger) al I or substantially al I of the assets of any other Person if (a) the B orrcwer is the surviving organization; (b) the Lender and the Issuer shall have received prior written nctice of any such merger or consolidation and an opnion of Special Counsel, in form and substance reasonably acce[Xabletothe Lender and the Issuer, to the effect that under then-existing I aws the consummation of such merger, consolidation, sale or conveyance would not cause the interest on the I ssuer Loan Obi i gati on to ~come incl udabl e in gross income under the Code or adversely affect the validity of this Loan Agreement; (c) such

55 4829-1392-4973.6

merger or consolidation would not have a Material Adverse Effect; (d) the Lender's security interests and liens m the collateral for the BorrOvVer Loan (and the p-iority thereof) will nct be materially prejudiced O\f such merger or cmsolidation; and (e) no Default or Event of Default exists or would result from any such merger or consolidation.

Section 8.04. Accounting. TheBorrOvVerwill notadopt, permitorconsenttoanymaterial change in accounting principles cther than as required or pernitted O\f GAAP or adopt, permit or consentto any change in its fiscal year unless the BorrOvVer pravides the Lender restated financial statements in comparative form.

Section 8.05. Transfers. Other than as exp-essly permitted O\f this Loan Agreement, the B orrOvVer wi 11 not in any manner transfer any property with a value in excess of $250,000 during any fiscal year, other than transfers made in the ordinary course of business, without prior or p-esent receipt of full and adequate consideratim; pravided, that, the restrictim cmtained in this Section shall not prohibit the BorrOvVer from making transfers in furtherance of its public or charitable purposes.

Section 8.06. Other Indebtedness and Guarantees. Other than the BorrOvVer Loan, the BorrOvVer and the Guarantor, on an aggregate basis shal I nct, without the p-ior written consent of the Lender, incur any additimal indebtedness for borrOvVed money, secured or unsecured, direct or contingent, excep:, as lmg as no Event of Default has occurred and is cmtinuing or would be caused O\f such i ncurrence, the B orrOvVer and the Guarantor m an aggregate basis may incur (a) cther indelXedness of up to $100,000 in aggregate p-incipal amount per fiscal year and (b) operating and capital leases consistent with past practice. Neitherthe BorrOvVer northe Guarantor shall guarantee or become liable in any way as surety, endorser (other than as endorser of negotiable instruments for deposit or collection in the ordinary course of business), accommodation endorser, or otherwise for, and shal I not fl edge or hypothecate the Col I ateral or any part thereof as security for, any liabilities or obligatims of any other Person or entity, except any of the foregoing in favor of the Lender or with the p-ior written cmsent of the Lender.

Section 8.07. Other Defaults. The BorrOvVerwill not permit any rrn.terial breach, default or event of default to occur beyond any applicable cure period under any note, loan agreement, indenture, I ease, mortgage, cmtract for deed, security agreement or other contractual obi i gati on binding upm the BorrOvVer or any judgment, decree, order or determination applicable to the Borrower; provided, however, nothing herein shall preclude the Borrower's right to contest in good faith O\f approp-iate p-oceedings any breach, default or event of default; p-avided, such contest shall not, and shall not have the potential to, adversely affect the Lender's or the Issuer's interests hereunder or under any of the other Loan Documents.

Section 8.08. Prohibited Uses. No portim of the p-oceeds of the Loans shall be used to finance or refinance any facility, pace or building used orto be used (1) for sectarian instruction or study or as a pace for devotimal activities or religious worship or (2) O\f a Person that is not a 501(c)(3) Organizatim or a Gavernmental Unit or O\f a 501(c)(3) Organizatim (including the Borrower) in an "unrelated trade or business" (as set forth in Section 513(a) of the Code), in such a manner or to such extent as would result in the Issuer Loan Obligatim being treated as an obi i gati on not described in Secti m 103(a) of the Code.

56 4829-1392-4973.6

Section 8.09. Use of the Property. The Borrcwerwil I not install, use, operate or maintain the Tax--Exerrpt Financed Facilities or any portion thereof improperly, carelessly, in vidation of any applicable law or in a manner contrary to that contemplated by this Loan Agreement or the Tax Regulatory Agreement.

Section 8.10. Maintenance of Business. The BorrOvVer shall not change its business activities in any material respect from the business activities conducted by the BorrOvVer as of the date of thi s Loan Agreement.

Section 8.11. Restrictive Agreements. The BorrOvVer shall nct enter into any agreement containing any prcwi si on which would be violated or treached by the performance by the B orrOvVer of its obligations hereunder or under any cther Loan Documents or any instrument or document delivered or to be delivered by the Borrcwer in connection herewith.

Section 8.12. Tax-Exempt Status. The BorrOvVer will not take any action that would cause the interest on the I ssuer Loan Obi i gati on to become incl udabl e in gross i nconne of the recipient for federal income tax purposes underthe Code (including, without Ii mitati on, i ntenti anal acts under Treas. Reg. § l.148-2(c) or deliberate action within the meaning of Treas. Reg. § l.141-2(d)), and the BorrOvVer will take and will cause its officers, employees and agents to take all affirmative actions legally within its pOvVer necessary to ensure that the interest on the Issuer Loan Obligation does nct become includable in gross income of the recipient for federal income tax purposes underthe Code (including, without Ii mitati on, the calculation and payment of any rebate required to preserve such exclusion).

Section 8.13. Federal Reserve Board Regulations. The BorrOvVerwill nct use any part of the proceeds of the Loans for the purpose of purchasing or carrying any Margin Stock and has not incurred any i ndelXedness to be reduced, retired or purchased by the B orrOvVer out of such proceeds, and the B orrOvVer does nct OvVn and has no intention of acquiring any Margin Stock.

Section 8.14. Swap Agreement. The BorrOvVer shall nct enter into a Swap Agreement without the prior written consent of the Lender.

Section 8.15. Loan Documents. The BorrOvVer shall not modify, annend or consent to any modification, annendment or waiver in any material respect of any Loan Document without the prior written consent of the Lender.

Section 8.16. Formation of Subsidiaries and Affi Ii ates. The BorrOvVer shall not create, form or acquire any Subsidiary or Affi Ii ate without the prior written consent of the Lender.

Section 8.17. Capital Expenditures. The BorrOvVer shall not permit captal expenditures of the B orrOvVer and the Guarantor, in the aggregate, measured annually as of each fi seal year end of the BorrOvVer and the Guarantor on a consdidated basis commencingJ une 30, 2019, to exceed the sum of (a) $750,000 in any fiscal year, plus (b) any amount released from the Capital Expenditure Reserve Account in such fiscal year, pus (c) any amount released from the Prqject Fund Account in such fiscal year, unless Borrcwer has received Lender's prior written consent therefor, which consent shall not be unreasonably withheld so long as BorrOvVer or Guarantor shal I demonstrate to Lender's satisfaction that funds therefor are available to pay the cost thereof prior to the commencement of work.

57 4829-1392-4973.6

ARTICLE IX

DAMAGE, DESTRUCTION AND CONDEMNATION; USE OF NET PROCEEDS

Section 9.01. Eminent Domain. If all or any [X)rtion of the Property shall be taken permanently under the pcwer of eminent domain or sold to a government threatening to exercise the po.,ver of eminent domain, the Net Proceeds of any eminent domain award shal I be awl i ed in accordance with Section 9.02, unless otherwise agreed to by the Lender and the Issuer, with an apprcwing written opinion of Special Counsel to the effect that under then-existing lctNs that such action would not cause the interest with respect to the I ssuer Loan Obi i gati on to become incl udabl e in gross income underthe Code or adversely affect the validity of this Loan Agreement.

Section 9.02. Application of Net Proceeds.

(a) The Net Proceeds of any insurance award resulting from any damage to or destruction of any portion of the Property by fire or cther casualty, as awlicable, of any title insurance award, or of any eminent domain or condemnation award resulting from any event described in Section 9.01 hereof shall be deposited with the Lender, who shall appy such Net Proceeds as set forth bel cw; pravi ded, hcwever, that if no Event of Default has occurred and is continuing under the Loan Documents, the Lender shal I rel ease to the Borrcwerwithout further limitations all Net Proceeds of upto $250,000 received on behalf of the Borrcwer. The Borrcwer, except as pravided belcw, shall cause the Net Proceeds to be uti Ii zed for the repair, reconstruction, or rep acement of the damaged or destroyed [X)rti on of the Property. Pravi ded that no Default or Event of Default has occurred and is continuing under the Loan Documents, the Lender shall permit withdrawals of the Net Proceeds from ti me to ti me U[X)n receiving the written request of the B orrcwer, stating that the Borrcwer has expended moneys or incurred liabilities in an amount equal to the amount therein requested to be paid aver to it for the pur[X)se of repair, reconstruction or replacement of the Property damaged, destroyed, lost or taken by eminent domain, and specifying the items for which such moneys were expended or such liabilities were incurred. Any balance of the Net Proceeds required to be used for repayment of the Loans or not required for such repair, reconstruction, or replacement, shall be awlied by the Lender as pravided in Section 4.08 hereof. If an Event of Default has occurred and is continuing hereunder, the Lender may apply Net Proceeds to the Borrower's obligations under the Borrcwer Documents in any order of priority elected by the Lender in its sole discretion.

(b) Alternatively, the Borrcwer, at its option, and if the Net Proceeds together with any other moneys then available are at least sufficient to prepay the Borrcwer Loan in full pursuantto Section 4.08(b) hereof, may elect notto repair, reconstruct, or rep ace the damaged or destroyed portion of the Property, as app icable, and thereu[X)n shall cause the Net Proceeds to be used for the prepayment of the Borrcwer Loan in full, but not in part. With the written consent of the Lender, the Borrcwer may elect not to repair, reconstruct or replace the damaged, destroyed, lost or taken Property and shall apply the Net Proceeds to prepay the B orrcwer Loan i n part.

58 4829-1392-4973.6

(c) There shall ~ no abatement of Payments during any ~riod in which, O\f reason of damage or destruction, there is substantial interference with the use and occupancy O\f the B orrOvVer of the Pro~rty or any portion thereof.

(cl) The application of insurance or condemnation proceeds received O\f the B orrOvVer orthe Lender with res~ct to the Tax-Exempt Financed F aci Ii ti es shal I ~ suqj ect to the requirements of the Tax Regulatory Agreement.

ARTICLE X

ASSIGNMENT, PARTICIPATION, MORTGAGING AND SELLING

Section 10.01. Assignment by the Lender. This Loan Agreement and related Issuer Loan Obi i gati on and the right to receive Payments from the B orrOvVer hereunder, may ~ assigned and reassigned in whde to one assignee O\f the Lender, at any time, without the necessity of obtaining the consent of the I ssuer or the B orrcwer; pravi ded, hOvVever, that such assignment or reassignment shall ~ in accordance with Section 4.09 of this Loan Agreement. The Issuer and the B orrcwer agree to execute al I documents, including notices of assignment and chattel mortgages or fi nanci ng statements, whi ch may ~ reasonably requested O\f the Lender or its assignee to prctect its interest in this Loan Agreement.

Section 10.02. No Sale, Assignment or Leasing by the BorrOvVer. This Loan Agreement and the interest of the B orrOvVer in the Pro~rty may nct ~ sold, assumed, assigned or encum~red O\f the B orrOvVer ctherthan as expressly ~rmi tted in this Loan Agreement. This Loan Agreement and the interest of the B orrOvVer in the Pro~rty or the I mpravements, or any imprcwements thereof, may not~ subject to involuntary assignment, lease, transfer or sale or to assignment, lease, transfer or sale O\f ~ration of law in any manner whatsoever except as expressly prcwided in this Loan Agreement and excep: for Permitted Encumbrances, and any such attempted assignment, I ease, transfer or sale shal I ~ vd d and of no effect and shal I, at the option of the Lender, constitute an Event of Default hereunder.

ARTICLE XI

EVENTS OF DEFAULT AND REMEDIES

Section 11.01. Events of Default. Upon the expiration of any applicable cure ~riod expressly pravided in this Loan Agreement, each of the follcwing shall constitute an "Event of Default" under this Loan Agreement:

(a) failure O\f the BorrOvVer to pay to the Lender, as assignee of the Issuer, any Payment within 10 days of the due date thereof, or any Additional Payment or any other amount required to~ paid hereunder or under the Security Agreement within 10 days of the due date thereof;

(b) fai I ure O\f the B orrOvVer to pay, within 1 O days of the due date thereof, any payment required to ~ paid under any cther material agreement ~tween the Lender or any of itsAffiliates and the Borrcwer, subject to the applicable cure ~riod set forth in such agreement;

59 4829-1392-4973.6

( c) fai I ure by the B orrOvVer to maintain insurance in accordance with Section 7.04 hereof, except for failures that are immaterial and are cured within 10 Business Days after recei[X of written notice from the Lendertothe Borrcwer;

( cl) fai I ure by the B orrOvVer to observe and perform any cther ccwenant, condition or agreement on its part to be observed or performed hereunder for a period of 30 days after written notice is given to the BorrOvVer by the Lender, specifying such failure and requesting that it be remedied; prcwided, hOvVever, if such failure is correctable but cannot be corrected within the applicable period and corrective action is instituted by the BorrOvVerwithin the applicable period and di Ii gently pursued until corrected, then no Event of Default shall be deemed to have occurred unless such cure has nct been completed within 60 days after such written notice (or such longer period as may be permitted by the Lender i n wri ti ng) ;

( e) i ni ti ati on by the B orrcwer or the Guarantor, or by others of a proceeding under any Federal or State bankru[Xcy or insolvency I ctN seeking relief under such I aws concerning the indebtedness of the B orrOvVer or the Guarantor which proceeding is not dismissed or stayed within 60 days;

(f) the B orrcwer or the Guarantor shal I be or become insolvent, or admit in writing its inability to pay its or his debts as they mature, or make an assignment forthe benefit of creditors; or the B orrOvVer or the G uarantor shal I apply for or consent to the appointment of any receiver, trustee or si mi I ar officer for it or for al I or any substantial part of its property; or such receiver, trustee or similar officer shall be appointed without the appl i cation or consent of the B orrOvVer or the G uarantor, as the case may by, or the BorrOvVer shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction which proceeding is not dismissed or stayed within 60 days; or any such proceeding shall be instituted (by petition, application or ctherwise) against the BorrOvVer and remains undismissed or unstayed for 60 days; or any judgment, writ, warrant of attachment or execution or si mi I ar process shal I be issued or I evi ed against a substantial part of the property of the B orrOvVer that is nct dismissed, vacated or stayed within 60 days;

(g) the making of any order or the entry of any decree by a court of competent jurisdiction enjoining or prohibiting the Borrcwer from performing or satisfying its material cavenants, obligations or conditions contained herein and such proceedings are not stayed or discontinued or such order or decree is nct vacated within 30 days after the making or granting thereof;

(h) the BorrOvVer (i) has made any material false or misleading statement or representation in connection with this Loan Agreement; or (ii) sells, assigns, leases, or ctherwi se transfers or encumbers al I or any part of its interest in this Loan Agreement, the Property, other than Permitted Encumbrances and or in accordance with Section 8.02 hereof;

60 4829-1392-4973.6

(i) the occurrence of a default or event of default which rep-esents a I iab lity of the B orrcwer or the Guarantor in the amount of $250,000 or more under any instrument, agreement or cther document evidencing or relating to any i ndelXedness or other monetary obligation of the BorrOvVer after giving effect to any grace or cure periods applicable under such instruments, agreements or documents; pravi ded, hcwever, nothing herein shal I preclude the Borrower's and the Guarantor's right, as applicable, to contest in good faith O\f appropriate proceedings any default or event of default;

U) the sale of the B orrOvVer to, or merger of the B orrOvVer into, any Person, or the merger of any other Person into the Borrcwer, or acquisition (in a transaction analogous in purpose or effect to a con sol i dati on or merger) of al I or substantially al I of the assets of any other Person O\f the BorrOvVer, or another similar material event, without the prior written consent of the Lender, other than as expressly permitted pursuant to Section 8.02 or 8.03 hereof; provided, however, nothing herein shall preclude the Borrower's normal rctation of Trustees onto and off the Board of Directors, nor does it refer to a change in Board Chair, Head of School or cthers in similar positions at the Borrcwer;

(k) the occurrence of a default or event of default under the Ground Lease, the Lease Agreement, any other material lease or cther agreement relating to, affecting or pertaining to the possession or use of any of the Property, after the expiration of any applicable cure or forbearance period related thereto, and such default or event of default has a Material Adverse Effect;

(I) the occurrence of a default or event of default under any material agreements or arrangements entered into O\f the B orrOvVer i nvdvi ng any form of credit accommodations, after the exp ration of any app i cable cure or forbearance period related thereto, and such default or event of default has a Material Adverse Effect;

(m) this Loan Agreement or any Loan Document, including any pedge or collateral security for the Loans, shall be repudiated O\f the Borrcwer or any material p-avi si on in any Loan Document shal I become unenforceable or incapable of performance in accordance with its terms;

(n) any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against the BorrOvVer or the Guarantor ortheir respective assets in excess of $250,000 which is not cavered O\f insurance or which exceeds any applicable insurance policy O\f more than $250,000; p-avided, hOvVever, ncthing herein shall preclude the Borrower's or the Guarantor's right, as applicable, to contest in good faith O)I appropriate proceedings any such judgment, writ, warrant of attachment or execution or si mi I ar p-ocess; or

(o) the occurrence of an event of default under the Guaranty;

(p) the occurrence of a Material Adverse Change; or

(q) the occurrence of an event of default under any cther Loan Document or cther materi al agreement, between the Lender and the B orrOvVer after the exp ration of any applicable cure period thereunder.

61 4829-1392-4973.6

Section 11.02. Remedies on Default. Whenever any Event of Default shall have occurred and be continuing, the Lender shall have the right, at its sole option without any further demand or notice, to take any one or any combination of the fdlcwing remedial actions insofar as the sanne are available to secured parties under the laws of the State from ti me to ti me and which are otherwise accorded to the Lender:

(a) O\f notice to the Issuer and the Borrcwer, declare the entire unpaid principal amount of the Loans (and the related Obligations) then outstanding, all interest accrued and unpaid thereon and al I announts payable under this Loan Agreement to be forthwith due and payable, whereupon such Loans (and the related Obligations), all such accrued interest and all such announts shall become and be forthwith due and payable, without presentment, ncti ce of dishonor, protest or further notice of any kind, al I of which are hereO)I expressly waived O\f the B orrcwer and the Issuer;

(b) the obligation, if any, of the Lenderto extend any further credit under any of the Loan Documents shall immediately cease and terminate;

(c) exercise all rights and remedies legally available to the Lender, including, but not Ii mited to, under the Guaranty;

( cl) proceed O\f appropriate court action to enforce performance O\f the Issuer or the B orrcwer of the applicable cavenants of the Loan Documents or to reccwer for the breach thereof, including the payment of all amounts due from the Borrcwer, in which event the B orrcwer shal I pay or repay to the Lender al I costs of such action or court action including without limitation, reasonable attorneys' fees; and

(e) to enforce its rights, in which event the Borrcwer shal I pay or repay to the Lender and the Issuer al I costs of such action or court action, including, without limitation, reasonable attorneys' fees.

A 11 proceeds derived from the exercise of any rights and remedies shal I be applied in the fd I cwi ng manner:

Fl RST, to pay the Issuer any Issuer Fees and Expenses;

SECOND, to the United States any rebatable arbitrage due or accrued pursuant to Section 148(f)(4) of the Code;

THI RD, to pay (a) to the Lenderthe amount of all unpaid Payments, if any, which are then due and cwi ng, together with interest and I ate charges thereon; and (b) to the Lender any A dditi anal Payments payable to the Lender hereunder;

FOURTH, to pay all proper and reasonable costs and expenses associated with the recovery, repair, storage and sale of the Collateral, including reasonable attorneys' fees and expenses; and

FIFTH, to pay the remainder of any such proceeds, purchase moneys or other amounts paid O\f a buyer of the Cd lateral or other Person, to the Borrcwer.

62 4829-1392-4973.6

Nctwithstanding any other remedy exercised hereunder, the BorrOvVer shall remain obligated to pay to the Lender and the Issuer, as their interests may appear, any unpaid Payments and Additional Payments.

A 11 rights, pcwers and remedies of the Lender may be exercised at any ti me b,' the Lender, as assignee of the I ssuer, and from ti me to ti me after the occurrence and continuance of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, pcwers or remedies pravided b,' law or equity.

The B orrOvVer shal I pay or repay to the Lender and the I ssuer al I costs of such action or court action, including, without limitation, reasonable attorneys' fees.

Section 11.03. The Lender's Right To Perform the Obligation. If the BorrOvVer shall fail, refuse or neglect to make any payment or perform any act required b,' the Loan Documents towhi ch it is a party, then while any Event of Default exists, and without ncti ce to or demand upon the BorrOvVer andwithoutwaivi ng or releasing any other right, remedy or recourse the Lender may have because of such Event of Default, the Lender may (but shal I nct be oll igated to) make such payment or perform such act for the account of and at the expense of the B orrOvVer and interest on such payment shal I accumulate from the date of the advance at the Default Rate unti I such advance is paid, and shal I have the right to enter upon the Property for such purpose and to take al I such action thereon and with respect to the Property as it may deem necessary or appropriate. If the Lender shall elect to pay any sum due with reference to the Property, the Lender may do so in reliance on any bi 11, statement or assessment procured from the appropriate gcwernmental authority or other i ssuerthereof without i nqui ring into the accuracy or validity thereof. Si mi I arly, in making any payments to protect the security intended to be created b,' this Loan Agreement orthe Security Agreement, the Lender shall nct be bound to inquire into the validity of any apparent orthreatened adverse title, lien, encumbrance, claim or charge before making an advance for the purpose of preventing or remaving the same. Additionally, if any Hazardous Materials affect or threaten to affect the Property, the Lender may (but shal I nct be obligated to) give such nctices and take such actions as it deems necessary or advisable in order to abate the discharge of any Hazardous Materials or remave the Hazardous Materials. The BorrOvVer shall indemnify, defend and hdd the Lender and the Issuer harmless from and against any and all losses, liabilities, claims, damages, expenses, obligations, penalties, actions, judgments, suits, costs or disbursements of any kind or nature whatsoever, including reasonable attorneys' fees, incurred or accruing by reason of any acts performed b,' the Lender pursuant to the prcwisions of this Section, exce[X as a result of the Lender's gross negligence or willful misconduct.

Section 11.04. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Lender or the I ssuer is intended to be exclusive and every such remedy shal I be cumulative and shall be in addition to every other remedy given under this Loan Agreement or nOvV or hereafter existing at law or in equity. No delay or omission to exercise any right or pcwer accruing upon any Event of Default shal I impair any such right or pcwer or shal I be construed to be a waiver thereof, but any such right or pcwer may be exercised from ti me to ti me and as often as may be deemed expedient. In order to entitle the Lender or the Issuer to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice cther than such nctice as may be required b,' this Article XI . A 11 remedies hereb,' conferred upon or reserved to the Lender or the Issuer shal I survive the termination of this Loan Agreement.

63 4829-1392-4973.6

Section 11.05. Issuer Enforcement of Rights. In the event that the BorrOvVer fails to comply with any cavenant or obi i gati on set forth in this Loan Agreement related to Reserved I ssuer Rights, the Issuer may enforce the Reserved Issuer Rights by exercising al I rights and remedies legally available to it, including proceeding by appropriate court action to enforce performance by the B orrOvVer of such ccwenants and obi i gati ons or to reccwer for the treach thereof, including the payment of al I announts due from the B orrcwer, in which event the B orrcwer shal I pay or repay to the Issuer all costs of such action or court action including without limitation, reasonable attorneys' fees (including, without limitation, fees and expenses of the Issuer's in-house and outside counsel and the fees and expenses of the California Department of Justice when acting on behalf of the Issuer).

ARTICLE XII

MISCELLANEOUS

Section 12.01. Disclaimer of Warranties. THE LENDER AND THE ISSUER MAKE NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, CONDITION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENTS, TITLE OR FITNESS FOR USE OF THE PROPERTY OR ANY COMPONENT THEREOF OR ANY OTHER WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, WITH RESPECT THERETO. All such risks, as between the Lender, the Issuer and the B orrOvVer, are to be borne by the B orrcwer. Without Ii miti ng the foregd ng the Lender and the Issuer shal I have no responsibility or I iabil ity to the BorrOvVer or any other Person with respect to any of the follOvVing (to the extent nct caused by the willful misconduct of the Issuer or the Lender): (a) any liability, loss or damage caused or alleged to be caused directly or indirectly by the Property, any inadequacy thereof, any deficiency or defect (latent or ctherwise) therein, or any other circumstances in connection therewith; (b) the use, operation or performance of the Property or any risks relating thereto; ( c) any interruption of service, I oss of business or anticipated profits or consequential damages; or (cl) the delivery, operation, servicing, mai ntenance, repai r, i mpravement or rep acement of the Property. I f, and so I ong as, no default exists under this Loan Agreement, the BorrOvVer shall be, and hereby is, authorized to assert and enforce, at the Borrower's sole cost and expense, from time to time, whatever claims and rights the BorrOvVer or the Lender may have against any prior title holder or possessor of the Property. In no event shall the Lender orthe Issuer be liable for any loss or damage in connection with or arising out of this Loan Agreement or the Property, except to the extent such loss or damage is caused by the willful rri sconduct of the Lender orthe Issuer, respectively.

Section 12.02. Limitations of Liability. In no event, whether as a result of breach of contract, warranty, tort (including negligence or strict liability), indemnity or otherwise, shall the Lender, its assignees, if any, or the Issuer be liable for any special, consequential, incidental or punitive damages including, but nct lirrited to, a loss of profit or revenue, loss of use of the Property or any associated equipment, service materials or software, damage to associated equipment, service materials or software, cost of capital, cost of substitute equipment, service materials or software, facilities, services or replacement pOvVer, dOvVn time costs or claims of the

64 4829-1392-4973.6

Borrower's members for such damages and the BorrOvVer shall indemnify and hold harmless the Lender, its assignees, if any, and the Issuer from any such damages.

Section 12.03. Additional Payments to the Lender. The BorrOvVer shall pay to the Lenderthe follOvVingAdditional Payments hereunder, in addition to the Payments payable by the B orrOvVer, in such amounts in each year as shal I be required by the Lender in payment of any reasonable costs and expenses, incurred by the Lender in connection with the execution, performance or enforcement of this Loan Agreement, the Prqject, including but not limited to payment of al I reasonable fees, costs and expenses and al I reasonable administrative costs of the Lender in connection with the Prqject, reasonable expense (including, without limitation, reasonable attorneys' fees and disbursements), reasonable fees of auditors, financial consultants or attorneys, insurance p-emi urns not otherwise paid hereunder and al I other reasonable, direct and necessary administrative costs of the Lender or charges required to be paid by it in ordertocompy with the terms of, or to enforce its rights under, this Loan Agreement or any of the other Loan Documents. Such Additional Payments shall be bl led to the Borrcwer by the Lender from time to time, together with a statement certifying thatthe amount so bl led has been paid or incurred by the Lender for one or more of the items described, or that such amount is then payable by the Lender for such items. Amounts so billed shall be due and payable by the Borrcwer within 30 days after recei fl: of the bi 11 by the B orrcwer.

Section 12.04. Nct:ices. All notices, certificates, requests, demands and other communications p-avi ded for hereunder or under this Loan Agreement shal I be in writing and shal I be effective upon receipt. N cti ces may be (a) personally delivered; (b) sent by registered fi rst--cl ass United States mai I; or ( c) sent by cwerni ght courier of nati anal reputation, in each case addressed to the party to whom notice is being given at its address as set forth belOvV, or, as to each party, at such other address as may hereafter be desi gnated by such party i n a written noti ce to the other party compying as to delivery with the terms of this Section. If notice to the BorrOvVer of any i ntended di sposi ti on of any property or any cther i ntended actions i s requi red by I aw i n a particular instance, such nctice shall be deemed commercially reasonable if given (in the manner specified in this Section) at least 1 O calendar days priorto the date of intended disposition or other action.

to the B orrcwer:

with a copy to:

to Issuer:

4829-1392-4973.6

Puello Serra Worship H ol dings 26351 J unipero Serra Road San J uan Cap strano, CA 92675 Telephone: (949) 493--9307 Attention: Chief Executive Officer

The Busch Firm 2532 Dupont Drive Irvine, CA 92612 Attention: Sheila Muldoon, Esq. Telephone: (949) 474-7368

By Overnight Mail:

California Infrastructure and Economic Develor:;rnent Bank 1325J Street, Suite 1300

65

Lender:

WithaCopyto:

Sacramento, CA 95814 Teler:*ione: (916) 341--6600 Attention: Bond Unit Manager

By U.S. Mail:

California I nfrastructure and E conorni c Development Bank Post Office Box 2830 Sacramento, CA 95812-2830 Attention: Bond Unit Manager

Farmers and Merchants Bank of Long Beach R ossrnoor Offi ce 12535 Seal Beach Boulevard Seal Beach, California 90740 Teler:*ione: (562) 799-1047 Attention: Jeff R. Spinelli-faris

Farmers and Merchants Bank of Long Beach 302 Pine Avenue Long Beach, California 90802 Attention: Chief Credit Officer

Section 12.05. Binding Effect; Tirnel softheEssence. ThisLoanAgreementshall inure to the benefit of and shall be binding upon the Lender, the Issuer, the BorrOvVer and their respective successors and assi gns, if any. Ti me i s of the essence.

Section 12.06. Severabil ity. In the event any prCNision of this Loan Agreement shall be held invalid or unenforceable O\f any court of competent j uri sdi cti on, such hd ding shal I not invalidate or render unenforceable any cther pravi si on hereof.

Section 12.07. Arnendrnents. To the extent permitted O)l lctN, the terrns of this Loan Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever except O\f written instrument signed O\f the parties hereto, and then such waiver, consent, modification or change shal I be effective only in the specific instance and for the specific purpose given; pravi ded, hOvVever, that the consent of the Issuer shal I nct be required for waivers, alternations, modifications, supplements or amendments of or with respect to Sections 7.07, 7.14, 7.16, 7.17, 8.01, 8.04, 8.06, 8.11, 8.14, 8. 16 or 8.17 of this Loan Agreement; prCNided further, hOvVever, that prior to the effectiveness of any such alteration, modification, supplement or amendment, an opinion of Special Counsel shal I be delivered to the Issuer to the effect that such waiver, alteration, modification, amendment or supp ement cornpl i es with the requirements of this Loan Agreement and that such amendment or supp ement wi 11 not cause interest on the I ssuer Loan Obi i gati on to be included in the gross income of the Lender for federal income tax purposes.

Section 12.08. Execution in Counterparts. This Loan Agreement rnay be executed in several counterparts, each of which shall be an original and all of which shall constitute one and

66 4829-1392-4973.6

the same instrument and any of the parties hereto may execute this Loan Agreement by signing any such counterpart.

Section 12.09. Applicable Law. This Loan Agreement shall be construed in accordance with and governed by the laws of the State app icableto contracts rnade and performed in the State. This Loan Agreement shall be enforceable in the State, and any action arising hereunder shal I be filed and maintained in the Superior Court of Sacramento County, Sacramento, California (unless waived by the Issuer in writing, or unless it involves a foreclosure or other matter affecting the Property and such action is required by app i cable I aw to be brought in the county in which such real property i s I ocated).

Section 12.10. Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, THE LENDER AND THE BORROWER (BUT NOT THE ISSUER) HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY ACTION, PROCEEDING OR HEARING (HEREINAFTER, A "CLAIM") BASED UPON OR ARISING OUT OF, DIRECTLY OR INDIRECTLY, THIS LOAN AGREEMENT OR ANY OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN THE LENDER OR THE BORROWER RELATING TO THE SUBJECT MATTER OF THE TRANSACTIONS CONTEMPLATED BY THIS LOAN AGREEMENT OR ANY RELATED TRANSACTIONS, ANDi()R THE RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN THE LENDER AND THE BORROWER. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AN DALL DISPUTES THAT MAY BE FILED IN ANY COURT (INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS), PROVIDED THAT THE ISSUER DOES NOT WAIVE ANY RIGHT TO REQUEST OR DEMAND TRIAL BY JURY. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS LOAN AGREEMENT, ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR SUPPLEMENTS RELATING TO THE TRANSACTIONS CONTEMPLATED BY THIS LOAN AGREEMENT OR ANY RELATED TRANSACTIONS. IN THE EVENT OF LITIGATION, THIS LOAN AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TOA TRIAL BY THE COURT.

Section 12.11. Captions. The captions or headings in this Loan Agreement are for convenience only and in noway define, lirnit or describe the scope or intent of any pravisions or sections of this Loan Agreement.

Section 12.12. EntireAgreernent. ThisLoanAgreement, togetherwiththeexhibtsand attachments hereto and thereto, together with the cther Loan Documents, constitutes the entire agreement arnong the Lender, the Issuer and the Borrcwer. There are no understandings, agreements, representations or warranties, express or i rnpl i ed, not specified herein or therein regarding this Loan Agreement orthe Project. Any terrns and conditions of any purchase order or cther document submitted by the BorrOvVer in connection with this Loan Agreement which are in addition to or inconsistent with the terrns and conditions of this Loan Agreement will not be b ndi ng on the Lender and wi 11 not apply to this Loan Agreement.

67 4829-1392-4973.6

Section 12.13. Waiver. The Lender's or the Issuer's failure to enforce at any time or for any period of ti me any pravision of this Loan Agreement shall not be construed to be a waiver of such pravi si on or of the right of the Lender or the I ssuer thereafter to enforce each and every pravision. No express or implied waiver O\f the Lender of any Default or remedy of Default shal I constitute a waiver of any other Default or remedy of Default or a waiver of any Lender's rights.

Section 12.14. Survivability. All of the limitations of liability, indemnities and waivers contained in this Loan Agreement shall continue in full force and effect notwithstanding the expiration or early termination of this Loan Agreement and are expressly made for the benefit of, and shal I be enforceable 0\/, the Lender and the I ssuer, or their successors and assigns.

Section 12.15. Usury. It is the intention of the parties hereto to comply with any appl i cal:fo usury I aws; accordingly, it is agreed that, nctwithstandi ng any prOJi si ons to the contrary in this Loan Agreement, in no event shall this Loan Agreement require the payment or permit the col I ecti on of interest or any amount in the nature of interest or fees in excess of the maxi mum permitted O\f appl i cable I ctvV.

Section 12.16. Thi rd-Party Beneficiary. It is the intention of the parties that any Lender hereunder ( cther than Farmers and M erchants B ank of Long B each as the ori gi nal Lender and cther than as ctherwise specifically pravided herein) be a third-party beneficiary of this Loan Agreement.

Section 12.17. Further Assurance and Corrective Instruments. The parties hereto hereO)I agree that they will, from time to time, execute, ackncwledge and deliver, or cause to be executed, ackncwledged and delivered, such further acts, instruments, conveyances, transfers and assurances, as any of them reasonably deems necessary or advisable for the implementation, correction, confirmation or perfection of this Loan Agreement or the Tax Regulatory Agreement and any rights of such party hereunder or thereunder.

Section 12.18. Dispute Resolution; Pravisional Remedies.

(a) Judicial Reference. In the eventthejury trial waiver pravisions set forth in Section 12.10 are not permitted for any reason and the Borrcwer fails to waive jury trial, the Lender and the Borrcwer hereO)I agree: (i) each Claim (as defined in Section 12.10 hereof) shall be determined by a consensual general judicial reference (the "Reference") pursuant to the prOJisions of Section 638 et seq. of the California Code of Civil Procedure, as such statutes may be amended or modified from ti me to time; (ii) upon a written request, or upon an appropriate motion O\f either the Lender or the Borrcwer, as applicable, any pending action relating to any Claim and every Claim shall be heard O\f a single Referee (as defined belcw) who shall then try all issues (including any and all questions of lctvV and questions of fact relating thereto), and issue findings of fact and conclusions of I aw and report a statement of decision. The Referee's statement of decision will constitute the conclusive determination of the Claim. The Lender and the Borrcwer agree that the Referee shall have the pavver to issue all legal and equitable relief appropriate under the circumstances before the Referee; (iii) the Lender and the Borrcwer shall promptly and diligently cooperate with one another, as appical:le, and the Referee, and shall perform such acts as may be necessary to obtain prompt and expeditious resolution of al I CI aims in

68 4829-1392-4973.6

accITdance with the terms of this Section 12.18; (iv) eitherthe Lender orthe BorrOvVer, as applicable, may file the Referee's findings, conclusions and statement with the clerk or judge of any appropriate court, file a motion to confirm the Referee's report and have judgment entered thereon. If the report is deemed incomplete by such court, the Referee may be required to complete the report and resubmit it; (v) the Lender and the BITrcwer, as applicable, wi II each have such rights to assert such objections as are set forth in Section 638 et seq. of the California Code of Civil Procedure; and (vi) all proceedings shall be closed to the public and confidential, and al I records relating to the Reference shal I be permanent! y sealed when the ITder thereon becomes fi nal .

(b) Selection of Referee; POvVers. The parties to the Reference proceeding shal I select a single neutral referee (the "Referee"), who shall be a retired judge or justice of the courts of the State, or a federal court judge, in each case, with at I east 1 O years of judicial experience in civil matters. The Referee shall be appointed in accordance with Section 638 of the California Code of Civil Procedure (or pursuant to comparable pravisions of federal law if the dispute fal Is within the excl usivejurisdiction of the federal courts). If within 1 O days after the request IT mcti on fIT the Reference, the parties to the Reference proceeding cannot agree upon a Referee, then any party to such proceeding may request or moJe thatthe Referee be appointed by the PresidingJ udge of the SuperiIT Court of CalifITnia, County of Orange, or of the U.S. District Court forthe NorthernDistrict of California The Referee shall determine all issues relating to the applicability, interpretation, legality and enfITceab lity of this Section 12.1 S(b).

(c) Pravisional Remedies, Self Help and F ITeclosure. No prCNision of this Section 12.18 shall I imitthe right of eitherthe Lender, the Issuer, orthe Borrcwer, as the case may be, to (i) exercise such self--hel p remedies as rright otherwise be available under applicable law; (ii) initiate judicial IT non-:judicial fITeclosure against any personal property collateral; (iii) exercise any judicial or pOvVer of sale rights; or (iv) obtain or oppose pravisional or ancillary remedies, including without limitation injunctive relief, writs of possession, the appointment of a receiver, andpr additional or supplementary remedies from a court of competent jurisdiction befITe, after, or during the pendency of any Reference. The exercise of, or opposition to, any such remedy does nct waive the right of the Lender or the BorrOvVer to the Reference pursuant to this Section 12.1 S(c).

(cl) Costs and Fees. Promp:ly follcwi ngthe selection of the Referee, the parties to such Reference proceeding shal I each advance equal portions of the estimated fees and costs of the Referee. In the statement of decision issued by the Referee, the Referee shal I award costs, including reasonable attorneys' fees, to the prevailing party, if any, and may order the Referee's fees to be paid or shared by the parties to such Reference proceeding in such manner as the Referee deems just.

Section 12.19. Ann's-length Transaction. The BorrOvVer acknOvVledges and agrees that (i) the advance of the Loans by the Lender pursuant to this Loan Agreement is an arm's-length commercial transaction between the BITrOvVer and the Lender; (ii) in connection therewith and with the financing discussions, undertakings and procedures leading up to the consummation of such transaction, the Lender is and has been acting solely as a principal and is not acting as the agent IT fiduciary of IT in any way advising the BorrOvVer; (iii) the Lender has nct assumed an

69 4829-1392-4973.6

advisory or fiduciary responsiblity in favor of the Borrcwer with res~ct to the financing contemp ated hereby orthe discussions, undertakings and procedures I eadi ng thereto (i rres~ctive of whether the Lender has prcwi ded other services or is currently pravi ding other services to the B orrcwer on other matters) and the Lender has no obi i gati on to the B orrcwer with res~ct to the financing contempated hereby exce[X the obi igations expressly set forth in this Loan Agreement; and (iv) the Borrcwer has consulted its cwn legal, financial and cther advisors to the extent it has deemed appropriate.

Section 12.20. Patriot Act. The Lender hereby notifies the Borrcwerthat pursuantto the requirements of the Patriot Act it is required to olXai n, verify and record information that identifies the B orrcwer, which information includes the name and address of the B orrcwer and other information that will allcw the Lenderto identify the Borrcwer in accordance with the Patriot Act. The B orrcwer hereby agrees that it shal I prom[Xly pravi de such information upon request by the Lender.


70 4829-1392-4973.6

IN WITNESS WHEREOF, the parties hereto have caused this Loan Agreement to be executed in their respective corporate names by their duly authorized officers or officials al I as of the date first written abcwe.

4829-1392-4973.6


By~~~~~~~~~~~~~~~~ Jeffery R. Spinelli-faris, Senior Vice President

CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK

By~~~~~~~~~~~~~~~~ Nancee Trombley Chief Deputy Executive Director

PUEBLO SERRA WORSHIP HOLDINGS, a California nonprofit religious corporation

By~~~~~~~~~~~~~~~~ RichardT. Meyer, Secretary

[Signature Page to Loan Agreement]

EXHIBIT A

DESCRIPTION OF LAND

The land referred to in this document is situated in the City of San Juan Capistrano, County of Orange, State of California, and is described as follows:

PARCEL A:

PARCELS 1, 2 AND 3 OF PARCEL MAP 99-107, IN THE CTIY OF SAN JUAN CAPISTRANO, COUN1Y OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILED IN BOOK 309, PAGES 33 AND 34 OF PARCEL MAPS, IN THE OFFICE OF THE COUN1Y RECORDER OF SAID COUN1Y.

PARCEL B:

THAT PORTION OF THE SOUTH HALF OF THE SECTION 36, TOWNSHIP 7 SOUTH, RANGE 8 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CTIY OF SAN JUAN CAPISTRANO, COUN1Y OF ORANGE, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF, FILED IN THE DISTRICT LAND OFFICE, MARCH 29, 1979 DESCRIBED AS FOLLOWS:

BEGINNING AT THE POINT OF INTERSECTION OF THE SOUTHERLY LINE OF THE LAND CONVEYED TO CARLE. BUCHHEIM AND WIFE, BY DEED RECORDED IN BOOK 1400, PAGE 315, OFFICIAL RECORDS, IN THE OFFICE OF THE COUN1Y RECORDER OF SAID COUN1Y, AND THE EASTERLY LINE OF CALIFORNIA STATE HIGHWAY, DISTANT 30.99 FEET EASTERLY AND PERPENDICULAR FROM THE CENTERLINE OF SAID HIGHWAY, AS DESCRIBED IN BOOK 281, PAGE 245 OF DEEDS, IN SAID OFFICE, THENCE ALONG SAID EASTERLY LINE OF HIGHWAY NORTH 25° 38' 25" EAST 144.02 FEET TO A TANGENT CURVE THEREIN CONCAVE WESTERLY HAVING A RADIUS OF 1030.00 FEET; THENCE NORTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 6° 07' 00" AN ARC DISTANCE OF 109.96 FEET TO A POINT IN THE SOUTHERLY LINE OF PARCEL 2 AS DESCRIBED IN DEED RECORDED OCTOBER 31, 1958 IN BOOK 4466, PAGE 397 OF OFFICIAL RECORDS, OF SAID COUN1Y, THENCE ALONG SAID SOUTHERLY LINE SOUTH 89° 18' 08" EAST 370.75 FEET TO A TANGENT CURVE CONCAVE NORTHERLY HAVING A RADIUS OF 1040.00 FEET; THENCE EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 17° 04' 24" AN ARC DISTANT OF 309.90 FEET TO A POINT AT WHICH A RADIAL BEARS SOUTH 16° 22' 32" EAST; THENCE SOUTH 18° 35' 13" EAST 153.00 FEET; THENCE NORTH 71° 06' 47" EAST 246.97 FEET TO A POINT THAT CERTAIN COURSE DESCRIBED AS NORTH 32° 33' 49" WEST 403.38 FEET IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED SEPTEMBER 25, 1967 IN BOOK 8382, PAGE 849, OFFICIAL RECORDS OF SAID COUN1Y; THENCE SOUTH 32° 33' 49" EAST ALONG SAID COURSE, 266. 94 FEET TO THE INTERSECTION WITH SAID SOUTHERLY LINE OF THE LAND CONVEYED TO CARLE. BUCHHEIM AND WIFE; THENCE WESTERLY ALONG SAID LAST MENTIONED SOUTHERLY LINE TO THE POINT OF BEGINNING.

EXCEPT THEREFROM THAT PORTION CONVEYED TO THE CTIY OF SAN JUAN CAPISTRANO, BY DEED RECORDED APRIL 17, 1969 IN BOOK 8931, PAGE 47 AND FOLLOWING OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUN1Y RECORDER OF SAID COUN1Y.


PARCEL C:

THAT PORTION OF THE SOUTH HALF OF SECTION 36, TOWNSHIP 7 SOUTH, RANGE 8 WEST, SAN BERNARDINO BASE AND MERIDIAN, IN THE CTIY OF SAN JUAN CAPISTRANO, COUN1Y OF ORANGE,

4829-1392-4973.6

STATE OF CALIFORNIA, BEING ALSO A PORTION OF PARCEL "T" AS SHOWN ON A MAP RECORDED IN BOOK 2, PAGE 31 OF RECORD OF SURVEYS IN SAID ORANGE COUN1Y, DESCRIBED AS FOLLOWS:

COMMENCING AT THE NORTHEASTERLY CORNER OF PARCEL "Q" AS SHOWN ON SAID RECORD OF SURVEY BEING ALSO A POINT ON THE WESTERLY LINE OF THE ATCHISON, TOPEKA AND SANTA FE RAILWAY COMPANY'S RIGHT OF WAY, 60.00 FEET IN WIDTH; THENCE NORTH 70° OS' 00" EAST ALONG THE EASTERLY PROLONGATION OF THE NORTHERLY LINE OF PARCEL "Q" A DISTANCE OF 120.00 FEET TO A POINT ON THE EASTERLY LINE OF CALIFORNIA STATE HIGHWAY, NOW CALLED CAMINO CAPISTRANO, AS DESCRIBED IN THE DEED TO THE STATE OF CALIFORNIA, RECORDED FEBRUARY 28, 1925 IN BOOK 565, PAGE 189 OF DEEDS; BEING ALSO THE TRUE POINT OF BEGINNING; THENCE ALONG SAID EASTERLY LINE SOUTH 19° 26' 00" EAST, 322.65 FEET TO A POINT ON THE BOUNDARY LINE OF TRACT NO. 5624, AS RECORDED IN MISCELLANEOUS MAPS, IN BOOK 205, PAGES 32 THROUGH 35 OF THE OFFICIAL RECORDS OF ORANGE COUN1Y; THENCE ALONG SAID LINE NORTH 70° 34' 00" EAST 500.00 FEET; THENCE CONTINUING ALONG THE BOUNDARY OF SAID TRACT 5624, NORTH 9° 38' 43" EAST, 211.71 FEET, TO A POINT ON THE BOUNDARY OF TRACT 5946, AS RECORDED IN MISCELLANEOUS MAPS, IN BOOK 218, PAGES 47 THROUGH 50 OF THE OFFICIAL RECORDS OF ORANGE COUN1Y; THENCE ALONG THE BOUNDARY OF SAID TRACT NORTH 9° 38' 43" EAST 739.37 FEET; THENCE CONTINUING ALONG THE BOUNDARY OF SAID TRACT 5946 NORTH 69° 21' 41" EAST, 400.00 FEET TO POINT ON THE WESTERLY LINE OF SAN DIEGO FREEWAY; SAID LINE BEING DESCRIBED IN A DEED TO THE STATE OF CALIFORNIA, RECORDED APRIL 15, 1958 IN BOOK 4255, PAGE 564 OFFICIAL RECORDS; THENCE ALONG SAID WESTERLY LINE NORTH 20° 38' 19" WEST 90.00 FEET TO THE INTERSECTION OF SAID WESTERLY LINE WITH THE SOUTHERLY LINE OF THE LAND DESCRIBED IN A DEED TO CARLE. BUCHHEIM, RECORDED MARCH 29, 1946 IN BOOK 1400, PAGE 315, OFFICIAL RECORDS; THENCE ALONG SAID SOUTHERLY LINE NORTH 89° 48' 00" WEST, 1,239.28 FEET TO THE INTERSECTION OF SAID SOUTHERLY LINE WITH THE EASTERLY LINE OF CALIFORNIA STATE HIGHWAY NOW CALLED CAMINO CAPISTRANO, THENCE ALONG SAID EASTERLY LINE SOUTH 24° 03' 20" WEST, 3.37 FEET TO THE BEGINNING OF A TANGENT CURVE CONCAVE SOUTHEASTERLY AND HAVING A RADIUS OF 670.00 FEET; THENCE CONTINUING ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 44° 19' 20" AND AN ARC LENGTH OF 518.29 FEET; THENCE CONTINUING ALONG THE EASTERLY LINE OF CAMINO CAPISTRANO SOUTH 19° 26' 00" EAST 552.80 FEET TO THE TRUE POINT OF BEGINNING.

EXCEPT THEREFROM THAT PORTION CONVEYED TO THE STATE OF CALIFORNIA DEED RECORDED SEPTEMBER 26, 1967 IN BOOK 8384, PAGE 194, AND FOLLOWING OF OFFICIAL RECORDS, IN THE OFFICE OF THE COUN1Y RECORDER OF SAID COUN1Y.


APN: 649-361-08 (Affects: Parcel 1 of Parcel A) (Fee interest) 649-361-09 (Affects: Parcel 2 of Parcel A), (Fee interest) 649-361-10 (Affects: Parcel 3 of Parcel A), (Fee interest) 649-011-30 (Affects: Parcel B) (Leasehold interest) and 649-011-25 (Affects: Parcel C) (Leasehold interest)

B-2 4829-1392-4973.6

EXHIBIT B

FORM OF LENDER LETTER OF REPRESENTATIONS

California Infrastructure and Economic Developnent Bank Sacramento, California

Kutalk Rock LLP Los Angeles, California

RE: LOAN AGREEMENT, DATED AS OF SEPTEMBER 1, 2018, BY AND AMONG FARMERS AND MERCHANTS BANK OF LONG BEACH, CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK AND PUEBLO SERRA WORSHIP HOLDINGS

Ladies and Gentlemen:

The undersigned, Farmers and Merchants Bank of Long Beach, a California state-chartered banking corporation (the "Lender"), is entering into that certain Loan Agreement, dated as of September 1, 2018 (the "Loan Agreement"), with the California Infrastructure and Economic Development Bank (the "Issuer") and Pueblo Serra Worship Hddings, a California nonprofit religious corporation (the "Borrower"), pursuant to which the Lender will make a loan to the Issuer in the aggregate principal amount of $49, 990,000 (the "Issuer Loan Obligation") and the Issuer will in turn rnalke a loan to the BorrOvVer in the aggregate principal amount of $49,990,000 (the "Borrower Loan" and, together with the Issuer Loan Obligation, the "Loans"). Capitalized terms not defined herein shal I have the rneani ngs set forth in the Loan Agreement.

The undersigned hereby represents and warrants to you that:

1. The Lender has authority to rnalke the Issuer Loan Obligation pursuant to the Loan Agreement and to execute this letter and any cther instruments and documents required to be executed by the Lender in connection with the I ssuer Loan Obi i gati on.

2. The Lender is a "Qualified Institutional Buyer" and a California state-chartered banking corporation, regulated and exarni ned by the State of California and a M ernber of the FDIC. The Lender and has sufficient knOvVI edge and experience in financial and business matters, including rnalki ng, ori gi nati ng and funding of I oans to rnuni ci pal entities and is capable of evaluating the merits and risks represented by the Loans and the Loan Agreement. The Lender is able to bear the econonic risk of, and entire loss of, its funding of the Loans.

3. The Issuer Loan Obligation are being given and funded by the Lender for its OvVn commercial loan accounts and not with a view to, or for resale in connection with, any distribution of the Issuer Loan Obligation, and the Lender intends to hold the Issuer Loan Obi igation for its cwn account and for an indefinite period of ti me, and does nct intend at this ti me to dispose of al I or any part of the I ssuer Loan Obi i gati on. The Lender understands that it rnay need to bear the risks of the Loans for an indefinite time, since any transfer priorto maturity rnay nct be possible.

4829-1392-4973.6

4. The Lender understands that the Loan Agreement and related Loan Documents are intended by the parties to evidence an arm's-length commercial loan transaction, and are not intended to constitute a "security" within the meaning of Section 3(a)(l0) of the Securities Exchange Act of 1934. The Lender further understands that the Loan Agreement is not registered under the Securities Act of 1933, as amended; and further understands that the Loans (a) are not being registered or otherwise qualified for sale under the "Blue Sky" laws and regulations of any state, (b) will nct be Ii sted in any stock or other securities exchange, (c) wil I nct carry a rating from any rating service, and (cl) will be delivered in a form which may not be readily marketable. The Lender agrees that it will comply with any appicalle state and federal laws then in effect with respect to any disposition of the Loans by it and with the Issuer's sale and disposition limitations as set forth i n the Loan Agreement.

5. The undersigned is a duly appointed, qualified and acting officer of the Lender and is authorized to cause the Lender to make the certificates, representations and warranties contained herein O\f execution of this I etter on behalf of the Lender.

6. The Lender ackncwledgesthat it has either been supplied with or been given access to information, including financial statements and cther financial information, to which a reasonable I ender would attach significance in making I ending decisions, and the Lender has had the opportunity to ask questions and receive answers from kncwl edgeabl e individuals concerning the Borrcwer, the Project, the Property and the Loans and the security therefor so that, as a reasonable investor, the Lender has been able to make a decision to grant the Loans. The Lender ackncwledges that it has nct relied upon the Issuer for any information in connection with the Lender's grant of the Issuer Loan Obligation, the Loan Documents, the validity or enforceability of the Loans or the exclusion of interest on the I ssuer Loan Obi i gati on from gross income of the Lender for purposes of federal income tax under the Code.

7. The Lender ackncwl edges that the obi i gati ons of the I ssuer to make I oan payments with respect to the Issuer Loan Obligation is a special, limited obligation payable solely from the Payments and any other amounts paid to the I ssuer from the B orrcwer pursuant to the terms of the Loan Agreement (excludi ngAdditional Payments) and the Issuer shall nct be directly or indirectly or contingently or morally obi i gated to use any other moneys or assets of the Issuer for al I or any portion of such I oan payments.

8. The Lender has made its cwn inquiry and analysis with respect to the Loans and the security therefor, and cther material factors affecting the security and payment of the Loans. The Lender is aware that the business and nonprofit activities of the Borrcwer involve certain economic variables and risks that could adversely affect the security for the Loans.

9. The Lender ackncwledges that its right to sell and transfer the Loans is subject to compliance with the transfer restrictions set forth in the Loan Agreement, including the requirement of the delivery to the Issuer and the Borrower of a purchaser's letter from the transferee to substantially the same effect as this letter, with no revisions except as may be apprcwed in writing O\f the Issuer. Failure to deliver such letter to the Issuer and the Borrcwer shal I cause the purported transfer to be nul I and void. The Lender agrees to indemnify and hold harmless the I ssuerwith respect to any claim asserted against the I ssuerthat is based upon the sale, transfer or cther disposition of the Loans in violation of the pravi sions hereof.

B-2 4829-1392-4973.6

10. Nme of Kutak Rock LLP ("Special Counsel"), the Issuer, their members, governing body, or any of their employees, counsel or agents will have any responsibility to the Lender for the accuracy or cornp eteness of i nforrnati m obtained by the Lender frorn any source regarding the BorrOvVer or its financial cmdition, or regarding the ability of the BorrOvVerto pay the Borrcwer Loan, orthe sufficiency of any security therefore. No written i nforrnation has been pravi ded by the I ssuer to the Lender with respect to the Loans. The Lender acknOvVI edges that, as between the Lender and all of such parties, the Lender has assumed responsibility for obtaining such i nforrnati m and rnaki ng such review as the Lender deemed necessary or desirable in connection with its decision to grant the Loans.

[Paragraphs 11-14 mly apply to the initial Lender.]

11. The Loans are being granted in a direct, private cornmerci al I oan transaction and the terrns of the Loans have been established through negotiations between the Lender, the Borrower and the Issuer in an arm's-length transactim.

12. The aggregate annount to be funded by the Lender for the I ssuer Loan Obi i gati m, pursuant to the terrns of this letter and the Loan Agreement, is an annount equal to $49,99J,OOO (100.00'/o of the aggregate principal amount of the Issuer Loan Obligation).

13. As of the date hereof, the price at which the Lender agreed to grant the Issuer Loan Olligatim was, to the best knOvVledge and judgment of the Lender, the fair market value of the Issuer Loan Obligation. The Lender acknowledges that such price will be relied on by Lender's Counsel as the "issue price" for establishing the yield on the Issuer Loan Obligation, for issuance cost Ii rri tati ons and other federal tax requirements based upon the issue price of the Issuer Loan Olligatim.

14. If the Lender transfers, sel Is or disposes of the I ssuer Loan Obi i gati on, or any interest in the Issuer Loan Olligatim, either (a) such transfer of any interest in the Issuer Loan Olligatim will not occur within 60 days of the date hereof, during which time the Issuer Loan Oll igati m wi 11 be held exclusively for our OvVn account and not subject to contractual arrangement for such transfer; or (b) such transfer of the Issuer Loan Obligation, or interest therein, wi II be at a price or prices that, in the aggregate (and taking into account any interest in the Issuer Loan Obligation not transferred), is not in excess of par, unless Lender's Counsel provides a written opinion that the fai I ure to satisfy this paragraph wi 11 not adversely affect the excl usi m frorn gross income of interest on the I ssuer Loan Olli gati on.

We understand that the foregdng inforrnatim will be relied upm by the Issuer and the BorrOvVerwith respect to certain representations in the Tax Regulatory Agreement dated as of the date hereof or the Exhibits thereto and by Lender's Counsel in connection with its opinion as to the exclusion of the interest m the I ssuer Loan Obi i gati on frorn gross income for Federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as annended.

Very truly yours,

B-3 4829-1392-4973.6

EXHIBITC

MATTERS TO BE ADDRESSED IN OPINION OF COUNSEL OF THE BORROWER AND THE GUARANTOR

1. Each of the BorrOvVer and the Guarantor is duly organized, validly existing and in good standing as a nonp-ofit religious corporation under the laws of the State of California

2. The execution, delivery, and performance of the Loan Documents by the BorrOvVer have been duly authorized by all requisite corporate actions by the BorrOvVer. The execution, delivery, and performance of the Guarantor Documents by the Guarantor have been duly authorized by al I requisite corporate actions by the BorrOvVer.

3. The B orrOvVer has the corporate pcwer and authority to execute and deliver, and to perform, each of its obligations under the Loan Documents. The Guarantor has the corporate pcwer and authority to execute and deliver, and to perform, each of its obligations under the Guarantor Documents.

4. The Loan Documents have been duly executed and delivered by the B orrOvVer. The Loan Documents constitute the valid and legally binding obligations of the BorrOvVer enforceable against the B orrOvVer in accordance with their respective terms. The Guarantor Documents have been duly executed and delivered by the Guarantor. The Guarantor Documents constitute the valid and legally binding obligations of the Guarantor enforceable against the Guarantor in accordance with their respective terms.

5. The execution and delivery by the BorrOvVer of the Loan Documents and the performance by the BorrOvVer of its obligations thereunder do not (a) vi date any order, decree or judgment ( except for any order, regulation or demand of any federal, state, municipal or cther gavernmental authority relating to zoning, land use or environmental matters, as to which we express no opinion), or any p-cwi si on of any statute, rule or regulation app i cable to or binding on the BorrOvVer (except for state or federal blue sky or securities lctNs, zoning laws, land use laws or environmental laws, as to which we express no opinion); (b) vi date or constitute a default under the Borrower's Articles of Incorporation or Bylaws; (c) result in the breach of, or constitute a default under, any indenture or I oan agreement or any other material agreement, I ease or instrument to which the BorrOvVer is a party and of which we are aware after reasonable inquiry; or (cl) result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties pursuant to any agreement to which the BorrOvVer is a party and of which we are aware, cther than the liens created by the Loan Documents. The execution and delivery by the Guarantor of the Guarantor Documents and the performance by the B orrcwer of its obligations thereunder do nct (a) vi date any order, decree or judgment (except for any order, regulation or demand of any federal, state, municipal or other gavernmental authority relating to zoning, I and use or environmental matters, as to which we exp-ess no opinion), or any pravi si on of any statute, rule or regulation applicable to or binding on the Guarantor ( except for state or federal blue sky or securities laws, zoning lctNs, land use laws or environmental laws, as to which we express no opinion); (b) violate or constitute a default under the Guarantor's Articles of Incorporation or BylctNs; (c) result in the breach of, or constitute a default under, any indenture or I oan agreement or any other material agreement, I ease or instrument to which the Guarantor is a

4829-1392-4973.6

party and of which we are aware after reasmable inquiry; or (cl) result in or require the creation of any lien, security interest or other charge or encumtrance upon or with respect to any of its p-operti es pursuant to any agreement to which the Guarantor is a party and of which we are aware, cther than the liens created by the Guarantor Documents. For purposes of clause (a) the phrase "statute, rule or regulation" refers only to the internal laws of the State of California and those federal I aws that a I ctNYer practicing in the State of California exercising customary p-ofessi anal diligence would reasonably recognize to be applicable to the BorrOvVer or the Guarantor or the transactions contemplated by the Loan Documents or the Guarantor Documents.

6. To our knOvVledge after reasonable inquiry, no consent or app-aval of any trustee or hd der of any i ndelXedness of the B orrcwer, and no consent, permission, authorization, order or license of or filing or registration with, any gavernmental authority, is necessary in connection with the execution and delivery of the Loan Documents, or the consummation of any transaction therein contemplated exce[X as have been obtained or made and as are in ful I force and effect. To our kncwledge after reasonable inquiry, no consent or appraval of any trustee or holder of any indebtedness of the Guarantor, and no consent, permission, authorization, order or Ii cense of or filing or registration with, any gcwernmental authority, is necessary in connection with the execution and delivery of the Guarantor Documents, or the consummation of any transaction therein contemp ated except as have been obtained or made and as are in ful I force and effect. We express no op ni on as to any app-aval s or consents that may be required under any state or federal blue sky or securities laws, zoning laws, land use laws, or environmental laws.

7. To our knOvVledge after reasmabl e inquiry, there is no action, suit or proceeding at law or in equity before or by any judicial or administrative court or agency pending orthreatened against the BorrOvVer, the Guarantor or their respective p-operties which would, if adversely determined, materially and adversely affect the validity, binding nature or enforceability of the Loan Documents, the Guarantor Documents or the ability of the BorrOvVer and the Guarantor to perform their respective obi i gati ons thereunder.

8. Each of the B orrOvVer and the Guarantor is an organization described in Section 50l(c)(3) of the United States Internal Revenue Code of 1986, as amended (the "Code"), and the BorrOvVer is exempt from federal inconne taxes under Section SOl(a) of the Code, exce[X for unrelated business income subject to taxation under Section 511 of the Code. We have no current actual knOvVI edge of any pending proceedings or threatened proceedings before the I nternal Revenue Service (the "IRS") to change such status. As used in this Paragraph, the term "pending proceeding" means a proceeding pending before the I RS that is, to our current actual knOvVledge, specifically appicable to BorrOvVer as a named party. As used in this Paragraph, the term "threatened proceeding "means a written communication actually delivered to Borrower that cwertly threatens the BorrOvVerwith commencement by the sender of a proceeding before the I RS. F urthernnore, we have no current actual knOvVI edge of any information which would indicate that (a) the BorrOvVer orthe Guarantor is no longer an organization described in Section 501(c)(3) of the Code, or (b) the BorrOvVer or the Guarantor is in violation of the terms, conditions and limitations set forth in the I RS determination letter.

9. Assuming the proceeds of the B orrOvVer Loan wi 11 be al I ocated and used as described in the Tax Regulatory Agreement, the proceeds of the B orrOvVer Loan wi 11 not be used by the B orrOvVer or the Guarantor in or for any trade or business the conduct of which is not

C-2 4829-1392-4973.6

substantially related to the exercise or performance of the purposes or functions constituting the basis for the Borrower's and the Guarantor's exemption under Section 501(c)(3) of the Code as determi ned O\f app yi ng S ecti on 51 3( a) of the Code and, therefore, wi 11 nct be used O\f the B orrOvVer or the Guarantor in any "unrelated trade or business" within the meaning of Section 5 13(a).

10. The BorrOvVer has created underthe Security Agreement valid security interests in favor of the Lender in that portion of the collateral described in the Security Agreement in which the Borrcwer has rights, to the extent a valid security interest can be created in such cdlateral under Division 9 of the California Commercial Code. The Guarantor has created under the Guarantor Security Agreement valid security interests in favor of the Lender in that portion of the collateral described in the Guarantor Security Agreement in which the Guarantor has rights, to the extent a val id security interest can be created in such collateral under Division 9 of the California Commercial Code.

11. The Deed of Trust is in a form sufficient to create a I egal, valid, and perfected Ii en on the fee estate of the real property described therein (the "Property") to the extent OvVned or I eased O\f the B orrOvVer and the rents thereof in favor of the trustee under the Deed of Trust for the benefit of the beneficiary identified in the Deed of Trust. In orderto pravide constructive notice of any lien created O\f the Deed of Trust, it is necessary to record the Deed of Trust in the Official Records of Orange County, California in accordance with the recording system established pursuantto appicable law. In rendering the opnion in this Paragraph, we have assumed thatthe description of the fee estate of the Property is legally sufficient to enable a subsequent purchaser, beneficiary under a mortgage, or mortgagee to identify such fee estate. It is not necessary to rerecord, re-register, or re-file the Deed of Trust orto record, register, or file any other or additional documents, instruments, or statements in order to maintain the priority of any liens or security interests to be created in the Property O\f the Deed of Trust.

12. BorrOvVer has created under the Deed of Trust aval id security interest in that portion of the mortgaged property consisting of personal property and fixtures described in the Deed of Trust in which Borrcwer has rights to the extent a valid security interest can be created under Division 9 of the California UCC in the same ( collectively, the "Personal Property"). Insofar as perfection can be accompished O\f recording a fixture filing in the Official Records of Orange County, California or O\f filing a financing statement with the California Secretary of State pursuant to the California UCC, recording the Deed of Trust in Orange County and filing the California Financing Statements with the California Financing Office constitutes all action is as necessary to perfect the security interest in the Personal Property granted pursuant to the Deed of Trust. No cther fi Ii ng or recording is necessary or advisable to continue the perfection of such security interests. Article 9 of the California UCC requires the filing of continuation statements within the period of six months prior to the expiration of five years from the date of the original fi Ii ngs to maintain the effectiveness of the fi Ii ngs referred to in this paragraph.

13. The California BorrOvVer Financing Statement is in appropriate form to perfect the security interest in favor of the Lender in the right, title and interest of the BorrOvVer in and to the personal property col I ateral described in the California B orrOvVer Financing Statement to the extent that perfection under Division 9 of the California Commercial Code for such collateral may be effected O\f the filing of a UCC-1 financing statement with the Office of the Secretary of State of the State of California The California Guarantor Financing Statement is in appropriate form to

C-3 4829-1392-4973.6

perfect the security interest in favor of the Lender in the right, ti tie and interest of the Guarantor in and to the persmal property col I ateral descri ~d i n the Cal i forni a G uarantor Fi nanci ng Statement to the extent that perfection under Division 9 of the California Cornmerci al Code for such col I ateral rnay ~ effected O\f the filing of a UCC-1 financing statement with the Office of the Secretary of State of the State of California Article 9 of the California UCC requires the filing of continuation statements within the period of six months priorto the expiration of five years frorn the date of the original fi Ii ngs to rnai ntai n the effectiveness of the fi Ii ngs referred to in this paragraph.

14. To our kncwledge, there is no I itigation or cther clairn pending ~fore any court or adrni ni strative or other gavernmental body against the B orrcwer, the Guarantor or their respective real and personal property which directly or indirectly challenges the consurnrnation of the transactions conternp ated O\f orthe validity of the Loan Documents orthe Guarantor Documents, of which if adversely determined would have a material adverse effect upon the Borrcwer or the Guarantor or such consurnrnation of validity of the Loan Document orthe Guarantor Documents, and neitherthe Borrcwer northe Guarantor is in vidation of any applicable law or administrative rule or regulation or court judgment, decree or order of any gavernmental body or any pravi si ons of any agreement to which the B orrcwer or the Guarantor is suqj ect or O\f which the B orrcwer or the Guarantor or their respective properties or assets are bound.

C-4 4829-1392-4973.6

EXHIBIT D-1

SCHEDULE OF PAYMENTS ON THE SERIES A LOAN

Original Balance $47,736,572.01

Disbursement Date 09-04-2018 Repayment Schedule: Irregular

Interest Rate 4.'.XJ,?6 Calculation MethOO 365;360 U.S. Rule

Payment Payment Payment Interest Principal Remaining

Number Date Amount Paid Paid Balance

10-01-2018 267,005.65 161,110.93 105,894.72 47,630,677.29

2 11-01-2018 267,005.65 184,568.87 82,436.78 47,548,240.51

3 12-01-2018 267,005.65 178,305.90 88,699.75 47,459,540.76

2018TOTALS 801,016.95 523,985.70 277,031.25

4 01-01-2019 267,005.65 183,905.72 83,099.93 47,376,440.83

5 02-01-2019 267,005.65 183,583.71 83,421.94 47,293,018.89

6 03-01-2019 267,005.65 165,525.57 101,480.08 47, 191,538.81

7 04-01-2019 267,005.65 182,867.21 84,138.44 47, 107,400.37

8 05-01-2019 267,005.65 176,652.75 90,352.90 47,017,047.47

9 06-01-2019 267,005.65 182,191.06 84,814.59 46,932,232.88

10 07-01-2019 267,005.65 175,995.87 91,009.78 46,841,223.10

11 08-01-2019 267,005.65 181,509.74 85,495.91 46,755,727.19

12 09-01-2019 267,005.65 181,178.44 85,827.21 46,669,899.98

13 10-01-2019 267,005.65 175,012.12 91,993.53 46, 577,906.4 5

14 11-01-2019 267,005.65 180,489.39 86,516.26 46,491,390.19

15 12-01-2019 267,005.65 174,342.71 92,662.94 46,398,727.25

2019TOTALS 3,204,067.80 2,143,254.29 1,060,813.51

16 01-01-2020 267,005.65 179,795.07 87,210.58 46,311,516.67

17 02-01-2020 267,005.65 179,457.13 87,548.52 46,223,968.15

18 03-01-2020 267,005.65 167,561.88 99,443.77 46, 124,524.38

19 04-01-2020 267,005.65 178,732.53 88,273.12 46,036,251.26

20 05-01-2020 267,005.65 172,635.94 94,369.71 45,941,881.55

21 06-01-2020 267,005.65 178,024.79 88,980.86 45,852,900.69

22 07-01-2020 267,005.65 171,948.38 95,057.27 45,757,843.42

23 08-01-2020 267,005.65 177,311.64 89,694.01 4 5,668, 149.41

24 09-01-2020 267,005.65 176,964.08 90,041.57 4 5, 578, 107.84

25 10-01-2020 267,005.65 170,917.90 96,087.75 45,482,020.09

26 11-01-2020 267,005.65 176,242.83 90,762.82 45,391,257.27

27 12-01-2020 267,005.65 170,217.21 96,788.44 45,294,468.83

2020TOTALS 3,204,067.80 2,099,809.38 l, l 04,258.42

28 01-01-2021 267,005.65 175,516.07 91,489.58 45,202,979.25

4829-1392-4973.6

ZJ 02-01-2021 267,005.65 175,161.54 91,844.ll 45,lll,135.14

30 03-01-2021 267,005.65 157,&!!3.97 109,116.68 45,002,018.46

31 04-01-2021 267,005.65 174,382.82 92,622.83 44,909,395.63

32 05-01-2021 267,005.65 168,410.23 98,595.42 44,810,800.21

33 06-01-2021 267,005.65 173,641.85 93,363.80 44,717,436.41

34 07-01-2021 267,005.65 167,690.39 99,315.26 44,618,121.15

35 08-01-2021 267,005.65 172,895.22 94,110.43 44, 524,010.72

36 09-01-2021 267,005.65 172,530.54 94,475.ll 44,4ZJ,535.61

37 10-01-2021 267,005.65 166,610.76 100,394.89 44,3ZJ, 140.72

38 11-01-2021 267,005.65 171,775.42 95,230.23 44,233,910.49

39 12-01-2021 267,005.65 165,877.16 101,128.49 44, 132,782.00

2021 TOTALS 3,204,067.80 2,042,380.97 l, 161,686.83

40 01-01-2022 267,005.65 171,014.53 95,991.12 44,036,790.88

41 02-01-2022 267,005.65 170,642.56 96,363.09 43,940,427.79

42 03-01-2022 267,005.65 153,791.50 113,214.15 43,827,213.64

43 04-01-2022 267,005.65 169,830.45 97,175.20 43,730,038.44

44 05-01-2022 267,005.65 163,987.64 103,018.01 43,627,020.43

45 06-01-2022 267,005.65 169,054.70 97,950.95 43,5ZJ,069.48

46 07-01-2022 267,005.65 163,234.01 103,771.64 43,425,297.84

47 08-01-2022 267,005.65 168,273.03 98,732.62 43,326,565.22

48 09-01-2022 267,005.65 167,890.44 99,115.21 43,227,450.01

49 10-01-2022 267,005.65 162,102.94 104,902.71 43, 122,547.30

50 11-01-2022 267,005.65 167,099.87 99,905.78 43,022,641.52

51 12-01-2022 267,005.65 161,334.91 105,670.74 42,916,970.78

2022TOTALS 3,204,067.80 1,988,256. 58 1,215,811.22

52 01-01-2023 267,005.65 166,303.26 100,702.39 42,816,268.39

53 02-01-2023 267,005.65 165,913.04 101,092.61 42,715,175.78

54 03-01-2023 267,005.65 149,503.12 117,502.53 42,597,673.25

55 04-01-2023 267,005.65 165,065.98 101,939.67 42,495,733.58

56 05-01-2023 267,005.65 159,359.00 107,646.65 42,388,086.93

57 06-01-2023 267,005.65 164,253.84 102,751.81 42,285,335.12

58 07-01-2023 267,005.65 158,570.01 108,435.64 42, 176,899.48

59 08-01-2023 267,005.65 163,435.49 103,570.16 42,073,3ZJ.32

60 09-01-2023 267,005.65 163,034.15 103,971.50 41,969,357.82

61 10-01-2023 267,005.65 157,385.09 109,620.56 41,859,737.26

62 11-01-2023 267,005.65 162,206.48 104,799.17 41, 754,938.09

63 12-01-2023 267,005.65 156,581.02 110,424.63 41,644,513.46

2023 TOTALS 3,204,067.80 1,931,610.48 1,272,457.32

64 01-01-2024 267,005.65 161,372.49 105,633.16 41, 538,880.30

65 02-01-2024 267,005.65 160,963.16 106,042.49 41,432,837.81

66 03-01-2024 267,005.65 150,194.04 116,811.61 41,316,026.20

67 04-01-2024 267,005.65 160,099.60 106,906.05 41,209,120.15

68 05-01-2024 267,005.65 154,534.20 112,471.45 41,096,648.70

E-2 48ZJ-l 392-4973.6

69 06-01-2024 267,005.65 159,249.51 107,756.14 40,988,892.56

70 07-01-2024 267,005.65 153,708.35 113,297.30 40,875,595.26

71 08-01-2024 267,005.65 158,392.93 108,612.72 40,766,982.54

72 09-01-2024 267,005.65 157,972.06 109,033.59 40,657,948.95

73 10-01-2024 267,005.65 152,467.31 114,538.34 40,543,410.61

74 11-01-2024 267,005.65 157,105.72 109,899.93 40,433,510.68

75 12-01-2024 267,005.65 151,625.67 115,379.98 40,318,130.70

2024 TOTALS 3,204,067.80 1,877,685.04 1,326,382.76

76 01-01-2025 267,005.65 156,232.76 110,772.89 40,207,357.81

77 02-01-2025 267,005.65 155,803.51 lll,202.14 40,096, l 55.67

78 03-01-2025 267,005.65 140,336.54 126,669.ll 39,969,486.56

79 04-01-2025 267,005.65 154,881.76 112,123.89 39,857,362.67

80 05-01-2025 267,005.65 149,465. ll 117,540.54 39, 739,822.13

81 06-01-2025 267,005.65 153,991.81 113,013.84 39,626,808.29

82 07-01-2025 267,005.65 148,600.53 118,405.12 39,508,403.17

83 08-01-2025 267,005.65 153,095.06 113,910.59 39,394,492.58

84 09-01-2025 267,005.65 152,653.66 114,351.99 39,280, 140.59

85 10-01-2025 267,005.65 147,300.53 119,705.12 39, 160,435.47

86 11-01-2025 267,005.65 151,746.69 115,258.96 39,04 5, 176.51

87 12-01-2025 267,005.65 146,419.41 120,586.24 38,924,590.27

2025TOTALS 3,204,067.80 1,810,527.37 1,393,540.43

88 01-01-2026 267,005.65 150,832.79 116,172.86 38,808,417.41

89 02-01-2026 267,005.65 150,382.62 116,623.03 38,691,794.38

90 03-01-2026 267,005.65 135,421.28 131,584.37 38,560,210.01

91 04-01-2026 267,005.65 149,420.81 117,584.84 38,442,625.17

92 05-01-2026 267,005.65 144,159.84 122,845.81 38,319,779.36

93 06-01-2026 267,005.65 148,489.15 118,516.50 38,201,262.86

94 07-01-2026 267,005.65 143,254.74 123,750.91 38,077,511.95

95 08-01-2026 267,005.65 147,550.36 119,455.29 37,958,056.66

96 09-01-2026 267,005.65 147,087.47 119,918.18 37,838, 138.48

97 10-01-2026 267,005.65 141,893.02 125,112.63 37,713,025.85

98 11-01-2026 267,005.65 146,137.98 120,867.67 37,592,158.18

99 12-01-2026 267,005.65 140,970.59 126,035.06 37,466, 123.12

2026TOTALS 3,204,067.80 1,745,600.65 1,458,467.15

100 01-01-2027 267,005.65 145,181.23 121,824.42 37,344,298.70

101 02-01-2027 267,005.65 144,709.16 122,296.49 37,222,002.21

102 03-01-2027 267,005.65 130,277.01 136,728.64 37,085,273.57

103 04-01-2027 267,005.65 143,705.44 123,300.21 36,961,973.36

104 05-01-2027 267,005.65 138,607.40 128,398.25 36,833,575. ll

105 06-01-2027 267,005.65 142,730.10 124,275.55 36,709,299.56

106 07-01-2027 267,005.65 137,659.87 129,345.78 36,579,953.78

107 08-01-2027 267,005.65 141,747.32 125,258.33 36,4 54,695.4 5

108 09-01-2027 267,005.65 141,261.94 125,743.71 36,328,951.74

E-3 4829-1392-4973.6

109 10-01-2027 267,005.65 136,233.57 130,772.08 36, 198, 179.66

110 11-01-2027 267,005.65 140,267.95 126,737.70 36,071,441.96

lll 12-01-2027 267,005.65 135,267.91 131,737.74 35,939,704.22

2027TOTALS 3,204,067.80 1,677,648.90 1,526,418.90

112 01-01-2028 267,005.65 139,266.35 127,739.30 35,811,964.92

113 02-01-2028 267,005.65 138,771.36 128,234.29 35,683,730.63

114 03-01-2028 267,005.65 129,353.52 137,652.13 35,546,078.50

115 04-01-2028 267,005.65 137,741.05 129,264.60 35,416,813.90

116 05-01-2028 267,005.65 132,813.05 134,192.60 35,282,621.30

117 06-01-2028 267,005.65 136,720.16 130,285.49 35, 152,335.81

118 07-01-2028 267,005.65 131,821.26 135,184.39 35,017, 151.42

119 08-01-2028 267,005.65 135,691.46 131,314.19 34,885,837.23

120 09-01-2028 35,021,019.85 135,182.62 34,885,837.23 0.00

2028TOTALS 37,157,065.05 1,217,360.83 35,939,704.22

TOTALS 66,794,692.20 19,058, 120.19 47,736,572.01

NOTICE

This schedule is solely for purposes of calculating the weighted average maturity of the Loan for purposes of the Tax Regulatory Agreement.

E-4 4829-1392-4973.6

EXHIBIT D-2

SCHEDULE OF PAYMENTS ON THE SERIES B LOAN

[TO BE PROVIDED BY LENDER AT THE END OF THE DRAW PERIOD]

E-5 4829-1392-4973.6

EXHIBIT E

FORM OF REPORTING CERTIFICATE

TO: Farmers and Merchants Bank of Long Beach

RE: Loan Agreement, dated as of September 1, 2018, O\f and among Farmers and Merchants Bank of Long Beach, California Infrastructure and Economic Development Bank and Pueblo Serra Worship Holdings (the "Loan Agreement")

DATE: [Date]

The undersigned Authorized B orrOvVer Representative hereO)I certifies as of the date hereof that [he/she] is the [ ____________________ ] of the BorrOvVer, and that, as such, [he/she] is authorized to execute and deliver this Certificate to the Lender on the behalf of the Borrcwer, and that:

1. The Borrcwer has delivered the year-end audited financial statements required O\f Section 7.0S(a) of the Loan Agreement for the fiscal year ended as of the ai::x:Ne date.

2. A review of the activities of the Borrcwer during such fiscal year has been made under the supervision of the undersigned with a view to determining whether during such fiscal year the B orrOvVer performed and observed al I its obi i gati ons underthe Loan Agreement, and

[select one:]

[ to the best knOvVI edge of the undersigned, during such fi seal year the B orrcwer performed and observed each cavenant and condition of the Loan Agreement applicable to it, and no Default has occurred and is continuing.]

-or-

[to the best knOvVledge of the undersigned, the follOvVing ccwenants or conditions have not been performed or observed and the fd IOvVi ng is a Ii st of each such Default and its nature and status:]

3. The financial cavenant analyses and information set forth on Schedule A attached hereto are true and accurate on and as of the date of this Certificate.

4. To the best current knOvVledge of the undersigned, no Event of Taxability has occurred.

E--6 4829-1392-4973.6

Defined terms used in this Certificate shall have the meaning set forth in the Loan Agreement.

4829-1392-4973.6

PUEBLO SERRA WORSHIP HOLDINGS, a California nmprofi t religious corporation

By _____________ ~ Name Title --------------

E-7

Schedule A

Financial Statement Date: [ __________ , _____ ]("Statement Date")

I . Section 7.16- Debt Service Caver age Ratio.

A. Net cash from operating activities

B . + cash paid for i nterest

C. A +B

D. Current Portion of Long-Term Debt

E . + cash paid for i nterest

F. D +E

G. C /F

$ ____________ _

Minimum Debt Service CCNerage Ratio Required O\f Loan Agreement: 1.30:1.00

The Borrcwer is in compliance with Section 7.16?

Yes No

11. Section 8.17- Capital Expenditures.

A. $750,000

B. -tA mount rel eased from Capital Expenditure Reserve

C. -tAmount released from Project Fund Account

D. -tA -t-B -tC

E. Total Capital Expenditures

The Borrcwer is in compiancewith section 8.17?

I s D greater than or equal to E?

Yes No

E--8 4829-1392-4973.6

$750,000

EXHIBIT F

FORM OF DISBURSEMENT REQUEST

DI SB URSE ME NT RE QUE ST NO. [SE RI ES A-{ __ ]][SE RIES B-{ _ _] PURSUANT TO LOAN AGREEMENT

O\f andammg



4829-1392-4973.6

and



TH IS DI SB URSE ME NT REQUEST (this "Disbursement Request") is made pursuant to the Section 3.02 of the Loan Agreement identified above (the "Loan Agreement"). Defined terms used but nct otherwise defined herein shal I have the meaning set forth in the Loan Agreement.

Section 1. The Guarantor hereby requests a draw from the Prqject Fund in the annount of $ _________ ,all suqjecttothe prCNisionsofthe LoanAgreementforthe PrqjectCosts.

Section 2. The undersigned authorized representative, on behalf of Guarantor, hereby identifies the Project Costs, as set forth in Schedule I hereto, pertaining to this Disbursement Request. Attached hereto are invdce(s), contract(s) and, if appicalle, evidence of payment relating to such Project Costs.

Section 3. The Guarantor hereby certifies that obligations in announts stated in this Disbursement Request are a proper charge against the Prqject Fund.

Section 4. The Guarantor represents, cavenants and warrants that (a) there has not been any Material Adverse Change in its condition, business, operations, performance, properties or prospects since the date of the Loan Agreement; (b) all of its representations and warranties contai ned i n the Loan Agreement were true and accurate as of the date made, remai n true and accurate as of the date of this certificate and are hereby reaffirmed; and ( c) no event has occurred and is continuing or would result from the loan of Loan Proceeds pursuant to this Disbursement Request which constitutes a Default, an Event of Default or a Determination of Taxability, and no condition exists which, after nctice or lapse of time, or both, would constitute an Event of Default or an Event of Taxability.

Section 5. The Guarantor hereby certifies that the Loan Proceeds disbursed pursuant to each prior Disbursement Request were disbursed in accordance with the terms of each such prior Di sbursement Request.

Section 6. The Guarantor (to its best kncwl edge atthe ti me of this Disbursement Request) hereby certifies that:

(a) all work performed is in substantial accordance with the Plans and Specifications;

(b) all licenses and permits required by any "Governmental Authority" ( as herei nafter defi ned) for the I mpravements as then completed have been obtai ned and wi 11 be exhibited to Lender upon request. "Governmental Authority" shall mean (i) any gavernmental municipality or political subdivision thereof; (ii) any gavernmental or quasi-gavernmental agency, authority, board, bureau, commission, department instrumentality or public body; or (iii) any court, administrative tribunal or public utility;

( c) the I mpravements as then completed do not viol ate, and, if further competed in accordance with the Plans and Specifications, will not violate, any applicable law, ordinance, rule or regulation.

F-2 4829-1392-4973.6

Section 7. Attached are copies of fully executed appications fIT payments sul:mitted O\f the Contractor on AIA Document 702 and 703 or alternative payment requests accep:able to the Lender, with al I supporting documentations required thereO)I.

Section 8. Attached are unconditional waivers and releases of any mechanics' lien, stop notice clairn, equitable lien clairn IT cther I ien clairn rights frorn Persons that have actually supplied I abor, rnateri al s IT services in connection with the construction of the I rnpravements for the prior Disbursement Request. Attached are conditional waivers and releases of any mechanics' lien, stop notice clairn, equitable lien clairn IT cther I ien clairn rights frorn Persons that have actually supplied I abor, rnateri al s or services in connection with the construction of the I rnpravements forthe current Di sbursement Request.

Section 9. The Guarantor hereO)I certifies that no Event of Default exists, and, to the best of its kncwledge, no event has occurred and no condition exists that, after notice or lapse of time, IT both, would constitute an Event of Default.

Subrritted on __________ , 20 ___ O)I:

APPROVED:


By _____________ ~ Name Title --------------


By _____________ _ Name ____________ _ Title ------------~

On __________ , 20 __

F-3 4829-1392-4973.6

EXHIBITG

FORM OF CAPITAL EXPENDITURE DRAW REQUEST

CAPITAL EXPENDITURE DRAW REQUEST NO.[ __ ] PURSUANT TO LOAN AGREEMENT

O\f andammg



4829-1392-4973.6

and



THIS CAPITAL EXPENDITURE DRAW REQUEST (this "Draw Request") is made pursuant to the Section 4.03 of the Loan Agreement identified above (the "Loan Agreement"). Defined terms used but not otherwise defined herein shal I have the meaning set forth in the Loan Agreement.

Section 1. The Guarantor hereby requests a draw from the Captal Expenditure Reserve Account in the amount of$ _________ , all suqject to the prcwisions of the Loan Agreement for capital expenditures related to the Facilities (the "Capital Expenditures").

Section 2. The undersigned authorized representative, on behalf of Guarantor, hereby identifies the proposed Capital Expenditures, as set forth in Schedule I hereto, pertaining to this DrctvV Request. Attached hereto are invoice(s), contract(s) and, if applicable, evidence of payment relating to such Capital Expenditures.

Section 3. The Guarantor represents, cavenants and warrants that (a) there has not been any Material Adverse Change in its condition, business, operations, performance, properties or prospects since the date of the Loan Agreement; (b) all of its representations and warranties contained in the Loan Agreement were true and accurate as of the date made, remain true and accurate as of the date of this certificate and are hereby reaffirmed; and ( c) no event has occurred and is continuing or would result from the disbursement of funds pursuant to this Draw Request which constitutes a Default, an Event of Default or a Determination of T axabi I ity, and no condition exists which, after notice or lapse of time, or both, would constitute an Event of Default or an Event of Taxability.

Section 4. The Guarantor hereby certifies that the Loan Proceeds disbursed pursuant to each prior DrctvV Request were disbursed in accordance with the terms of each such prior DrctvV Request.

Section 5. The Guarantor (to its best knavvledge atthe time of this Draw Request) hereby certi fies that:

(a) all licenses and permits required by any "Governmental Authority" ( as herei nafter defi ned) for the Capital Expenditures as then completed have been obtai ned and will be exhibited to Lender upon request. "Governmental Authority" shall mean (i) any gavernmental municipality or political subdivision thereof; (ii) any gavernmental or quasi-gavernmental agency, authority, board, bureau, commission, department instrumentality or pull ic body; or (iii) any court, administrative tribunal or public utility;

(c) the Captal Expenditures do not violate and will not violate, any applicable law, ordinance, rule or regulation; and

(cl) the amounts remaining undisbursed in the Captal Expenditure Reserve Account, together with any funds otherwise available to the Borravver, are or will be sufficientto pay forthe completion of the Capital Expenditures.

Section 6. If app i cable to the Capital Expenditures, attached are copies of fully executed applications for payments submitted by the Contractor on AIA Document 702 and 703 or

G-2 4829-1392-4973.6

alternative payment requests accep:able to the Lender, with all supporting documentations required thereby.

Section 7. Attached are unconditional waivers and releases of any mechanics' lien, stop notice clairn, equitable lien clai rnorother lien clairn rights frorn Persons that have actually supplied I abor, rnateri al s or services in connection with the construction of the I rnpravements for the prior Draw Request. Attached are conditional waivers and releases of any mechanics' lien, stop notice clai rn, equitable lien clairn or other lien clairn rights frorn Persons that have actually supplied labor, materials or services in connection with the construction of the I rnprcwements forthe current DrctN Request.

Section 8. The Guarantor hereby certifies that no Event of Default exists, and, to the best of its kncwledge, no event has occurred and no condition exists that, after notice or lapse of time, or both, would constitute an Event of Default.

Subrritted on __________ , 20 ___ by:

APPROVED:



By~~~~~~~~~~~~~~ Name

~~~~~~~~~~~~~

Title ~~~~~~~~~~~~~

On __________ , 20 __

G-3 4829-1392-4973.6

EXHIBIT F

FORM OF SERIES B DRAW REQUEST

TH IS DRAW REQUEST (this "Draw Request") is made pursuant to the Section 4.15 of the Loan Agreement identified above (the "Loan Agreement"). Defined terms used but not ctherwi se defined herein shal I have the nneani ng set forth in the Loan A greennent.

Section 1. The Borrcwer hereby requests that the Series B Loan Proceeds in the amount of$[ ______ _] shall be disbursed by the Lender into the Prqject Fund.

Section 2. The undersigned authorized rep-esentative, on behalf of BorrOvVer, hereby identifies the I mpravennents, as set forth in Schedule I hereto, pertaining to this Draw Request, and has submitted to the Lender the Plans and Specifications related thereto, or other descriptive information, reasonably acceptable to the Lender, if no Plans and Specifications are app icable to such I rnprcwennents.

Section 3. The BorrOvVer represents, cavenants and warrants that (a) there has not been any Material Adverse Change in its condition, business, operations, performance, properties or p-ospects since the date of the Loan Agreement; (b) all of its rep-esentations and warranties contai ned i n the Loan A greennent were true and accurate as of the date made, remai n true and accurate as of the date of this certificate and are hereby reaffi rnned; and ( c) no event has occurred and is continuing or would result from the I oan of Loan Proceeds pursuant to this Di sbursennent Request which constitutes a Default, an Event of Default or a Determination of Taxability, and no condition exists which, after nctice or lapse of time, or both, would constitute an Event of Default or an Event of Taxability.

Section 4. The BorrOvVer hereby certifies that, together with the Series B Loan Proceeds requested hereby, the B orrOvVer has suffi ci ent funds to complete such I mpravennents i n accordance with the Plans and Specifications, or other descrip:ive information, reasonably acceptable to the Lender, if no Plans and Specifications are app icable to such I mprcwennents and the project budget p-avided herewith to Lender.

Section 10. The BorrOvVer hereby certifies that no Event of Default exists, and, to the best of its kncwledge, no event has occurred and is continuing and no condition exists that, after nctice or lapse of time, or both, would constitute an Event of Default.

Subrritted on __________ , 20 ___ by:

PUEBLO SERRA WORSHIP HOLDINGS

By _____________ ~ Name Title --------------

APPROVED:

G-4 4829-1392-4973.6


By~~~~~~~~~~~~-Name

~~~~~~~~~~~-

Tit I e ~~~~~~~~~~~~

On __________ , 20 __

G-5 4829-1392-4973.6

Loan Agreement, dated as of September 1, 2018, among Farmers and Merchants Bank of Long Beach,

California Infrastructure and Economic Development Bank and Pueblo Serra Worship Holdings

CERTIFICATE REGARDING ADOPTION OF RESOLUTION

September 4, 2018

We, Nancee Trombley, Chief Deputy Executive Director of the California Infrastructure and Economic Development Bank (the "Issuer"), and William Pahland, Secretary of the Board of Directors of the Issuer, hereby certify as follows:

1. The Board of Directors of the Issuer (the "Board") convened at a meeting on August 28, 2018 (the "Meeting"), 1325 J Street, Suite 1300, Sacramento, California 95814 and the roll was called of the duly constituted members of the Board or their designees, to wit:

Name Office Title Designee

Panorea A vdis Director, Governor's Office of Business Chair None & Economic Development

Jolm Chiang Treasurer Member None

Brian Annis Secretary, California Transportation Member Augustin Jimenez Agency

Keely Bosler Director, Department of Finance Member Jacqueline Wong-Hernandez

Peter Luchetti Governor's Appointee Member None

and all of said members or their duly appointed designees, except the Director of the Governor's Office of Business and Economic Development and the Governor's Appointee, were present, thus constituting a quorum. Whereupon, among other business, a resolution entitled:

RESOLUTION NO. 18-11

RESOLUTION OF THE CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK AUTHORIZING THE ISSUANCE OF TAX-EXEMPT AND/OR TAXABLE OBLIGATIONS IN AN AMOUNT NOT TO EXCEED $49,990,000.00 TO PROVIDE FINANCIAL ASSISTANCE FOR AN ELIGIBLE PROJECT FOR THE BENEFIT OF PUEBLO SERRA WORSHIP HOLDINGS, A CALIFORNIA NONPROFIT RELIGIOUS CORPORATION, PROVIDING THE TERMS AND CONDITIONS FOR SAID TAX-EXEMPT AND/OR TAXABLE OBLIGATIONS AND OTHER MATTERS RELATING THERETO AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS ASSOCIATED THEREWITH

(the "Resolution") was duly introduced for the consideration of the Board. It was then duly moved and seconded that the Resolution be adopted; and, after due discussion, said motion, carrying with it the adoption of the Resolution, prevailed and carried by the following vote:

AYES: Chiang, Jimenez, Wong-Hernandez, Luchetti

NOES: None

ABSENT: Avilis

ABSTENTIONS: None

2. Attached hereto as Exhibit A is a full, true and correct copy of the Resolution duly adopted at the Meeting and the Resolution is a full, true and correct copy of the original resolution adopted at the Meeting; and the Resolution has not been amended, modified or rescinded since the date of its adoption, and the same is now in full force and effect.

3. The persons named in paragraph 1 above were the duly elected, appointed, qualified and acting members of the Board or their designees at the time of the Meeting, and each such member or his or her designee was duly and sufficiently notified officially and personally in accordance with the laws of the State of California, in advance, of the time, place and purpose of the Meeting and that the Resolution would be introduced for adoption at the Meeting.

4. The Meeting was open to the public, and public notice of the time, place and purpose of the Meeting was given, all as required by laws of the State of California.


set forth

EXHIBIT A

RESOLUTION N0.18-11

RESOLUTION OF THE CALIFORNIA INFRASTRUCTURE AND ECONOMIC DEVELOPMENT BANK AUTHORIZING THE ISSUANCE OF TAX-EXEMPT AND/OR TAXABLE OBLIGATIONS IN AN AMOUNT NOT TO EXCEED $49,990,000.00 TO PROVIDE FINANCIAL ASSISTANCE FOR AN ELIGIBLE PROJECT FOR THE BENEFIT OF PUEBLO SERRA WORSHIP HOLDINGS, A CALIFORNIA NONPROFIT RELIGIOUS CORPORATION, PROVIDING THE TERMS AND CONDITIONS FOR SAID TAX-EXEMPT AND/OR TAXABLE OBLIGATIONS AND OTHER MATTERS RELATING THERETO AND AUTHORIZING THE EXECUTION OF CERTAIN DOCUMENTS ASSOCIATED THEREWITH

WHEREAS, the California Infrastructure and Economic Development Bank ("IBank") is duly organized and existing pursuant to the Bergeson-Peace Infrastructure and Economic Development Bank Act (California Government Code Section 63000 and following) as now in effect and as it may be amended or supplemented (the "Act"); and

WHEREAS, IBank is authorized under provisions of the Act to issue tax-exempt and taxable obligations to provide financing and refinancing for eligible projects located in the State of California; and

WHEREAS, Pueblo Serra Worship Holdings, a California nonprofit religious corporation (the "Borrower"), has submitted an application (the "Application") to IBank for assistance to (1) finance and refinance the cost of the acquisition, construction, improvement, development, furnishing and equipping.of educational_ and ,.elated facilities located at 26300, 26311, 26331, 26351 and 26353 Junipero Serra Road, San Juan Capistrano, California comprised of on an approximately 40 acre campus, including 64 classrooms, a library/media center, a gymnasium, aquatic center, sports fields, administrative offices and other ancillary educational facilities ( collectively, the "Facilities"), and (2) pay certain costs of issuance in connection with the issuance of the Obligations (defined below) (collectively, the "Project"); and

WHEREAS, for these purposes, the Borrower has requested IBank to (a) authorize the issuance and delivery of tax-exempt and taxable obligations to Farmers and Merchants Bank of Long Beach (the "Purchaser''), pursuant to the terms set forth in Exhibit 1 (the "Term Sheet") attached hereto (the "Obligations"); (b) loan the proceeds of the Obligations to the Borrower pursuant to a Loan Agreement to finance and refinance the Project ( the "Borrower Loan"); ( c) provide for the payment of the principal of, premium, if any, and interest on the Obligations with revenues derived solely from the Borrower's payment of the Borrower Loan; and (d) take and authorize certain other actions in connection with the foregoing ( collectively, the "Transaction"); and

WHEREAS, consistent with !Bank's policies, the requirement for credit rating by rating agencies maybe waived by IBank for IBank obligations (such as the Obligations) that are privately placed in a limited offering or sold in a limited offering directly to investors that are qualified institutional buyers within the meaning of S.E.C. Rule 144A, or an equivalent sophisticated

4842-13 l0-<5285.2

investor with a demonstrated understanding of the risks associated with the municipal market and acceptable to !Bank, provided that !Bank's conditions for such private placement and direct purchase transactions are met; and

WHEREAS, because the Transaction provides for the Obligations to be placed directly with sophisticated investors in accordance with IBank policy requirements, the Transaction will not be rated by any rating agency; and

WHEREAS, !Bank staff has reviewed the Application from the Borrower and drafts of certain of the documents proposed to be entered into in connection with the Transaction, including a Loan Agreement and an Assignment Agreement ( collectively, the "Transaction Documents");

NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the California Infrastructure and Economic Development Bank, as follows:

Section l. The above recitals are true and correct.

Section 2. !Bank authorizes and approves the issuance, execution, sale and delivery of the Obligations on terms set forth on the Term Sheet and lending the proceeds of the Obligations to the Borrower in order to finance and refinance the costs of the Project pursuant to terms and provisions as approved by this resolution (this "Resolution").

Section 3. In accordance with !Bank's policies on limited offerings, direct purchase and private placement to investors that are qualified institutional buyers within the meaning of S.E.C. Rule 144A, or equivalent sophisticated investors with a demonstrated understanding of the risks associated with the municipal market and acceptable to !Bank, IBank hereby waives the requirement for a credit rating in connection with the Transaction.

Section 4. The Executive Director or the Executive Director's assignees, each acting . alone, is hereby authorized to execute and deliver the Transaction Documents and any and all other agreements, certificates and instruments, including, without limitation, a tax regulatory agreement, a no arbitrage certificate, letters of representations and certifications of authority, which they may deem necessary or desirable to consummate the issuance and delivery of the Obligations, assign seclll'ity provided by the Borrower with respect to the Borrower Loan to the Purchaser as security for the Obligations, consummate the Transaction, and otherwise to effectuate the purpose of this Resolution.

Section 5. All actions heretofore talcen by the officers and employees of IBank with respect to the approval and issuance of the Obligations are hereby approved, confirmed and ratified. The Executive Director or the Executive Director's assignees, each acting alone, is hereby authorized to !alee actions and execute and deliver any and all certificates or documents which they may deem necessary or desirable in order to (i) consummate the issuance and delivery of the Obligations and the use of the proceeds of the Obligations to fund the Borrower Loan; (ii) effect the fmancing and refinancing of the Project; (iii) facilitate the Transaction; and (iv) otherwise effectuate the purposes of this Resolution.

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Section 6. Unless extended by !Bank, the Board's approval of the Transaction is conditioned upon its closing within one hundred eighty (180) days from the date of the adoption of this Resolution.

Section 7. This Resolution shall take effect immediately upon its passage.

3 4842-1310-6285.2

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Exhibit 1

ffiank Term Sheet Pueblo Serra Worship Holdings

Date: August 28, 2018

Par Amount: Not to exceed $49,990,000.00; in conduit TaJC-Exempt Obligations

Type of Offering: Private Placement

Private Purchaser: Fanners and Merchants Bank of Long Beach

Credit Enhancement: No Credit Enhancement

Expected Credit Rating: No Credit Rating expected

Interest*: Fixed at 4.50% for a period of 10 years, and thereafter resetting pursuant to the terms of the Loan Agreement

Collateral: First Deed of Trust, Security Agreement, and UCC-1 filing

Guarantor: St. Junipero Serra Catholic High School

Expected Closing Date*: September 4, 2018

Conduit Transaction: The Obligations are special, limited obligations payable solely from payments made by the Borrower under the transaction documents and IBank shall not be directly or indirectly or contingently or morally obligated to use any other moneys or assets ofIBank for all or any portion of payment to be made pursuant to the Obligations

* Please note that Interest Rate and Closing Date are subject to change.

5 4842-1310-6285.2